<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1998.
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER: 0-24055
DA CONSULTING GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0418488
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
5847 SAN FELIPE ROAD, SUITE 3700
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE): (713) 361-3000
(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 [_] NO [X]
As of June 1, 1998, 6,551,061 shares of common stock $0.01 par value
("Common Stock") of the registrant were outstanding.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
DA CONSULTING GROUP, INC.
INDEX
PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
<C> <S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 1998 (unaudited)
and December 31, 1997...................................... 3
Consolidated Statements of Income (unaudited) for the Three
Months ended March 31, 1998 and 1997....................... 4
Consolidated Statements of Cash Flows (unaudited) for the
Three Months ended March 31, 1998 and 1997................. 5
Notes to Unaudited Consolidated Financial Statements........ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 8
Item 3. Quantitative and Qualitative Disclosures of Market Risk..... N/A
PART II
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds................... 11
Item 4. Submission of Matters to a Vote of Security Holders......... 12
Item 6. Exhibits and Reports on Form 8-K............................ 12
Signatures........................................................... 13
</TABLE>
2
<PAGE>
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DA CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ ----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 3,664 $ 3,057
Accounts receivable:
Trade, net........................................ 10,934 11,228
Other............................................. 800 343
Unbilled revenue.................................... 645 2,121
Prepaid expenses and other current assets........... 250 410
------- -------
Total current assets............................ 16,293 17,159
Property and equipment, net........................... 2,507 2,593
Other assets, net..................................... 898 1,863
Intangible assets, net................................ 437 433
------- -------
Total assets.................................... $20,135 $22,048
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving lines of credit........................... $ 3,208 $ 3,886
Note payable........................................ 762 667
Accounts payable.................................... 1,841 1,651
Accrued expenses.................................... 5,517 6,214
Deferred income..................................... 312 522
Income taxes payable................................ 333 432
Deferred income taxes............................... 219 213
------- -------
Total current liabilities....................... 12,192 13,585
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value: 10,000,000 shares
authorized......................................... -- --
Common stock, $.01 par value: 40,000,000 shares
authorized; 4,829,191 shares issued and 4,808,475
and 4,804,632 shares outstanding................... 48 48
Additional paid-in capital.......................... 6,449 6,449
Retained earnings................................... 2,099 2,644
Treasury stock, at cost: 20,716 and 24,559 shares... (91) (116)
Notes receivable from shareholders.................. (503) (503)
Cumulative foreign currency translation adjustment.. (59) (59)
------- -------
Total shareholders' equity........................ 7,943 8,463
------- -------
Total liabilities and shareholders' equity...... $20,135 $22,048
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
DA CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31,
---------------
1997 1998
------ -------
<S> <C> <C>
Revenue........................................................ $8,084 $14,587
Cost of revenue................................................ 4,553 7,740
------ -------
Gross profit................................................. 3,531 6,847
Selling and marketing expense.................................. 724 1,221
Developmental expense.......................................... 245 460
General and administrative expenses............................ 2,376 4,174
------ -------
Operating income............................................. 186 992
Interest expense, net.......................................... (2) (94)
Other expense, net............................................. -- (19)
------ -------
Income before taxes.......................................... 184 879
Provision for income taxes..................................... 78 334
------ -------
Net income................................................. $ 106 $ 545
====== =======
Basic earnings per share....................................... $ 0.02 $ 0.11
Weighted average shares outstanding............................ 4,808 4,808
Diluted earnings per share..................................... $ 0.02 $ 0.11
Weighted average shares outstanding............................ 5,053 5,053
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
DA COUNSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
----------------
1997 1998
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income................................................. $ 106 $ 545
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization............................ 93 245
Deferred income taxes.................................... -- (6)
Loss on sale of property and equipment................... -- 4
Changes in operating assets and liabilities:
Increase in accounts receivable and unbilled revenue... (1,884) (1,313)
Decrease (increase) in prepaid expenses and other
current assets........................................ 45 (160)
(Decrease) increase in accounts payable and accrued
liabilities........................................... (655) 507
Increase in deferred income............................ -- 210
Increase in income taxes payable....................... 47 99
------- -------
Total adjustments.................................... (2,354) (414)
------- -------
Net cash (used in) provided by operating activities.. (2,248) 131
------- -------
Cash flows from investing activities:
Purchases of property and equipment........................ (215) (331)
------- -------
Net cash used in investing activities................ (215) (331)
------- -------
Cash flows from financing activities:
Net proceeds from revolving line of credit................. 400 678
Net repayments of note payable............................. -- (95)
Issuance of stock.......................................... 1,336 --
Net repayments of note payable to shareholders............. (356) --
Employee stock repurchases................................. -- (25)
Deferred offering costs.................................... -- (965)
------- -------
Net cash provided by (used in) financing activities.. 1,380 (407)
------- -------
Effect of changes in foreign currency exchange rate on cash
and cash equivalents........................................ (4) --
------- -------
Decrease in cash and cash equivalents................ (1,087) (607)
------- -------
Cash and cash equivalents at beginning of period............. 2,199 3,664
------- -------
Cash and cash equivalents at end of period................... $ 1,112 $ 3,057
======= =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
DA CONSULTING GROUP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) ORGANIZATION AND BUSINESS
DA Consulting Group, Inc. (the "Company") is a leading international
provider of end-user support solutions to companies which are implementing
enterprise resource planning software systems.
(2) BASIS OF PRESENTATION
The unaudited consolidated financial statements included herein have been
prepared by the Company without audit pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted,
pursuant to such rules and regulations. These unaudited consolidated financial
statements should be read in conjunction with the Company's consolidated
financial statements and the notes thereto as of and for the year ended
December 31, 1997, included in the Company's Form S-1 Registration Statement
No. 333-43989.
The unaudited consolidated financial information included herein reflect all
adjustments, consisting only of normal recurring adjustments, which are
necessary, in the opinion of management for a fair presentation of the
Company's financial position, results of operations and cash flows for the
interim periods presented. The results of operations for the interim periods
presented herein are not necessarily indicative of the results to be expected
for the full year.
(3) INITIAL PUBLIC OFFERING
In connection with the consummation of the Company's initial public offering
on April 29, 1998, the Company sold 1.7 million shares of its common stock,
par value $0.01 per share. The Company realized $21.1 million from the sale of
such shares, after deducting the underwriting discount and estimated offering
expenses. On May 28, 1998, the sale by the Company of an additional 42,586
shares of its common stock pursuant to and in connection with the
underwriters' over-allotment option was consummated. The Company realized
$574,000 from the sale of such shares, after deducting the underwriting
discount.
(4) REVOLVING LINE OF CREDIT
During the three months ended March 31, 1998, the Company borrowed $678,000
under its line of credit facilities.
(5) INCOME TAXES
The Company's consolidated effective income tax rate for the three months
ended March 31, 1998, was approximately 38.0%, as compared to approximately
42.4% for the corresponding period in 1997. The decrease in the effective tax
rate resulted from lower non-deductible expenses for the first three months of
1998, as compared to the first three months of 1997.
(6) EARNINGS PER SHARE
Basic earnings per share has been computed based on the weighted average
number of common shares outstanding during the applicable period. Diluted
earnings per share includes the number of shares issuable upon exercise of
stock options, less the number of shares that could have been repurchased with
the exercise proceeds, using the treasury stock method.
6
<PAGE>
DA CONSULTING GROUP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table summarizes the Company's computation of earnings per
share for the three months ended March 31, 1998 and 1997 ( in thousands,
except per share amounts):
<TABLE>
<CAPTION>
THREE
MONTHS
ENDED
MARCH 31,
-----------
1997 1998
----- -----
<S> <C> <C>
Basic earnings per share........................................... $0.02 $0.11
===== =====
Net income (numerator)............................................. $ 106 $ 545
===== =====
Weighted average shares outstanding (denominator).................. 4,808 4,808
Computation of diluted earnings per share:
Common shares issuable under outstanding stock options........... 449 449
Less shares assumed repurchased with proceeds from exercise of
stock options................................................... (204) (204)
----- -----
Adjusted weighted average shares outstanding (denominator)....... 5,053 5,053
===== =====
Diluted earnings per share......................................... $0.02 $0.11
===== =====
</TABLE>
(7) ACCOUNTING MATTERS.
The Company will adopt, as applicable, Statement of Financial Accounting
Standards ("SFAS") No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits," and SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information" for the year ended December 31, 1998. The
Company does not anticipate that the adoption of these disclosure standards
will have a material impact on its consolidated financial statements.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW.
The Company is a leading international provider of end-user support
solutions to companies which are implementing enterprise resource planning
("ERP") software systems. The Company addresses the growing needs of clients
implementing ERP systems by providing their employees with the necessary
training and tools to utilize these systems effectively.
The Company is currently organized into three divisions: the Americas
Division which includes its North, South, and Central America operations; the
EMEA Division which includes its Europe, Middle East, and Africa operations;
and the Asia Pacific Division which includes its Australia, New Zealand, and
Asia operations.
RESULTS OF OPERATIONS.
Three Months ended March 31, 1998 Compared to Three Months ended March 31,
1997.
Revenue. Revenue increased by $6.5 million, or 80.4%, from $8.1 million in
the first quarter of 1997 to $14.6 million in the first quarter of 1998. The
increase was substantially attributable to an increase in volume of services
and is to a lesser extent attributable to rate increases. The Company
experienced growth in each of its three divisions. Revenues from the Americas
Division increased by 68.2% from $5.4 million to $9.1 million; revenue from
the EMEA Division increased by 90.2% from $2.1 million to $3.9 million; and
revenue from the Asia Pacific Division increased by 154.0% from $640,000 to
$1.6 million. The Company ended the first quarter with 590 total employees, up
from 414 employees at the end of the same period of the prior year. In
addition, the Company opened one new office (in San Francisco) during the
period, increasing the total number of offices to 16.
Gross profit. Gross profit increased by $3.3 million, or 95.3%, from $3.5
million to $6.8 million and increased from 43.4% of revenue in the first
quarter of 1997 to 46.9% in the first quarter of 1998. This increase in the
gross profit rate is primarily attributable to the Company's new management in
its EMEA Division which increased the utilization of the staff in this
Division.
Sales and marketing expense. Sales and marketing expense increased $497,000,
or 68.6%, from $724,000 in the first quarter of 1997 to $1.2 million in the
first quarter of 1998, and decreased as a percentage of revenue from 9.0% in
the first quarter of 1997 to 8.4% in the first quarter of 1998. This decrease
as a percentage of sales is primarily attributable to increased revenue.
Development expense. Development expense increased $268,000, or 109.4%, from
$245,000 in the first quarter of 1997 to $514,000 in the first quarter of
1998. The increase is primarily attributable to the Company's expansion of its
service offerings. These services include the Company's Fast Implementation
Toolset (FIT) designed to enable the Company to specifically target SAP AG's
middle market clients. The Company also increased its global technology
infrastructure and service and support group which allows the Company to
rapidly deploy and support new services. The Company expects that development
expense will continue to increase in the future as the Company expands its
service offerings.
General and administrative expense. General and administrative expense
increased by $1.7 million, or 75.1%, from $2.4 million in the first quarter of
1997 to $4.1 million in the first quarter of 1998 and decreased as a
percentage of revenue from 29.1% in the first quarter of 1997 to 28.2% in the
first quarter of 1998. The increase in expense is attributable to the cost of
building administrative infrastructure to support future growth.
Operating income. Operating income increased by $806,000, or 433.3%, from
$186,000 in the first quarter of 1997 to $992,000 in the first quarter of 1998
and increased as a percentage of revenue from 2.3% in the first quarter of
1997 to 6.8% in the first quarter of 1998.
8
<PAGE>
Other income (expense). Other expense, net increased from $2,000 in the
first quarter of 1997 to $113,000 in the first quarter of 1998. The increase
is attributable to interest on increased borrowings.
Provision for income taxes. The Company's effective rate decreased from
42.0% in the first quarter of 1997 to 38.0% in the first quarter of 1998,
primarily due to lower non-deductible expenses.
Net income. The Company's net income increased by $439,000, or 414.2%, from
$106,000 in the first quarter of 1997 to $545,000 in the first quarter of
1998. Diluted earnings per share increased from $0.02 in the first quarter of
1997 to $0.11 in the first quarter of 1998.
ACCOUNTING MATTERS.
The Company will adopt, as applicable, Statement of Financial Accounting
Standards ("SFAS") No. 132 "Employers' Disclosures about Pensions and Other
Postretirement Benefits," and SFAS No. 131 "Disclosures about Segments of an
Enterprise and Related Information" for the year ended December 31, 1998. The
Company does not anticipate that the adoption of these disclosure standards
will have a material impact on its consolidated financial statements.
FORWARD LOOKING STATEMENTS.
This Quarterly Report on Form 10-Q contains certain statements that are not
historical facts which constitute forward-looking statements within the
meaning of the Private Securities Legislation Reform Act of 1995 which
provides a safe harbour for forward-looking statements. These forward-looking
statements are subject to substantial risks and uncertainties that could cause
the Company's actual results, performance or achievements to differ materially
from those expressed or implied by these forward-looking statements. When used
in this Report, the words "anticipate", "believe", "estimate", "expect", and
similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Actual future results
and trends may differ materially from historical results as a result of
certain factors, including but not limited to: dependence on SAP AG and the
ERP software market, risks associated with management of a geographically-
dispersed organization, fluctuating quarterly results, the need to attract and
retain professional employees, substantial competition, dependence on key
personnel, risks associated with management of growth, rapid technological
change, limited protection of proprietary expertise, methodologies and
software those set forth in the Liquidity and Capital Resources section of
Management's Discussion and Analysis set forth in this Report and in the
Company's final prospectus dated April 24, 1998 as filed with the Securities
and Exchange Commission.
LIQUIDITY AND CAPITAL RESOURCES.
The Company's cash and cash equivalents were $3.1 million at March 31, 1998
compared to $3.7 million at December 31, 1997. The Company's working capital
was $3.6 million at March 31, 1998, and $4.1 million at December 31, 1997.
The Company's operating activities provided cash of $131,000 for the three
months ended March 31, 1998, compared to $2.2 million used in operations for
the same period in 1997. The increase in cash from operations resulted
primarily from an increase in services to clients and from differences in the
timing of payments of accounts payable and accrued liabilities and the timing
of billings and collections in the three months ended March 31, 1998, compared
to the same period in 1997 which is primarily attributable to expansion of
offices.
Investing activities used cash of $331,000 in the three months ended March
31, 1998, compared to the use of $215,000 for the same period in 1997
attributable to expansion of offices.
Financing activities used cash of $407,000 in the three months ended March
31, 1998, compared to providing cash of $1.4 million for the same period in
1997. Decreases in cash provided from financing activities consisted primarily
of deferred offering costs in the three months ended March 31, 1998, compared
to net
9
<PAGE>
proceeds from the sale of common stock during the three months ended March 31,
1997. The Company has a $5.0 million unsecured revolving line of credit with a
commercial bank, which bears interest at the prime rate of interest plus 0.5%.
The Company utilizes this line of credit to finance a portion of its working
capital needs. There was a $3.9 million balance outstanding as of March 31,
1998, compared to $3.2 million at December 31, 1997.
During 1998, the Company expects to make $2.0 million in capital
expenditures, primarily for office furniture, computer and office equipment,
and leasehold improvements to support the anticipated growth in its
professional and administrative staff. Capital expenditures in the first
quarter of 1998 were $331,000.
The Company believes the net proceeds from its initial public offering (see
Note 3 of Part I, Item I), together with its current cash balances, cash from
future operations, and its revolving line of credit, will be sufficient to
meet the Company's working capital and cash needs for at least the next 12
months.
10
<PAGE>
PART II--OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On April 29, 1998, the Company consummated its initial public offering (the
"Offering") of its common stock, par value $.01 per share (the "Common Stock")
at a price to the public of $14.50 per share. In connection with the Offering,
the Company filed a registration statement on Form S-1 (the "Registration
Statement") with respect to 2,400,000 shares (the "Firm Shares") of its Common
Stock, and an additional 360,000 shares (the "Option Shares") of Common Stock
solely to cover over-allotments, if any. Of the 2.4 million Firm Shares
offered and sold, 1.7 million shares were issued and sold by the Company and
700,000 shares were sold by certain shareholders of the Company. The
Registration Statement (file No. 333-43989) was declared effective on
April 24, 1998. William Blair & Company, Robert W. Baird & Co. Incorporated
and Pennsylvania Merchant Group Ltd. were the managing underwriters of the
Offering. The offering of the Firm shares was completed, with all of the Firm
Shares having been sold, on April 28, 1998. On May 28, 1998, the underwriters
over-allotment option was consummated. Of the 360,000 Option Shares offered
and sold, 42,586 shares were issued and sold by the Company and 317,414 shares
were sold by certain shareholders of the Company. The offering of the Option
Shares was completed, with all of the Option Shares having been sold, on May
28, 1998, whereupon the Offering terminated.
The following table shows, with respect to the Offering, the number of
shares registered, the aggregate price of the offering amount registered, the
amount sold and the aggregate offering price of the amount sold by the Company
and certain shareholders of the Company. All Firm Shares and Option Shares
registered for the account of the Company and such selling shareholders were
sold in the Offering. None of the proceeds of the sales made by the selling
shareholders was received by the Company.
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE
SHARES PRICE AMOUNT
REGISTERED REGISTERED SOLD PRICE SOLD
---------- ----------- --------- -----------
<S> <C> <C> <C> <C>
DA Consulting Group, Inc. (1)..... 1,742,586 $25,267,497 1,742,586 $25,267,497
Amicable Discretionary Trust (2).. 263,392 $ 3,819,184 263,392 $ 3,819,184
Cynthia Gibson.................... 96,600 $ 1,400,700 96,600 $ 1,400,700
Piero Granelli (3)................ 179,924 $ 2,608,898 179,924 $ 2,608,898
Patrick J. Newton................. 60,480 $ 876,960 60,480 $ 876,960
Virginia L. Pierpont.............. 150,004 $ 2,175,058 150,004 $ 2,175,058
Alison Smith (4).................. 184,800 $ 2,679,600 184,800 $ 2,679,600
Nicholas H. Marriner (5).......... 31,814 $ 461,303 31,814 $ 461,303
Michael J. Mackey (5)............. 4,200 $ 60,900 4,200 $ 60,900
Peter Johann van der Westhuizen
(5).............................. 46,200 $ 669,900 46,200 $ 669,900
</TABLE>
- --------
(1) Includes 42,586 Option Shares.
(2) Includes 109,200 Option Shares.
(3) Includes 88,200 Option Shares.
(4) Includes 37,800 Option Shares.
(5) Consists solely of Option Shares.
Underwriting discounts and commissions amounted to $1.02 per share offered.
Accordingly, the Company incurred an aggregate $1,777,000 in underwriting
discount and commissions. No finders' fees or other expenses were paid by the
Company to or for the underwriters. Through March 31, 1998, approximately
$1,863,000 in other expenses were incurred by the Company in connection with
the Offering. None of such payments were direct or indirect payments to
directors or officers of the Company, to persons owning 10 percent or more of
any class of equity securities of the Company or to any affiliate of the
Company. Richard W. Thatcher, Jr., one of the Company's directors, is a Senior
Vice President of the investment banking department of Pennsylvania Merchant
Group Ltd, one of the managing underwriters.
11
<PAGE>
The net offering proceeds to the Company after deducting the total expenses
described above were approximately $21,627,000. The Company has used
approximately $3.6 million of these proceeds to repay borrowings on its
revolving line of credit. The Company plans to repay its outstanding balance
on its note payable in the near future. The remaining funds have been invested
in short-term, investment grade, interest-bearing instruments. The above
amounts are reasonable estimates of the Company's uses of the net proceeds of
the Offering to date. None of the foregoing payments were direct or indirect
payments to directors or officers of the Company, to persons owning 10 percent
or more of any class of equity securities of the Company or to any affiliate
of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
By written consent of a majority of the Company's shareholders effective
January 25, 1998, a majority of the Company's shareholders resolved to adopt
and implement a stock option plan under which options, including incentive
stock options intended to meet the requirements of section 422 of the Internal
Revenue Code of 1986, as amended, to purchase up to an aggregate of 5,292,000
shares of Common Stock of the Company may be awarded to certain eligible
employees and consultants of the Company.
By written consent of a majority of the Company's shareholders effective
April 13, 1998, a majority of the Company's shareholders resolved to amend and
restate the Company's Articles of Incorporation in order to (i) increase the
number of shares of authorized Common Stock of the Company from 5,000,000 to
40,000,000, (ii) authorize 10,000,000 shares of "blank check" Preferred Stock,
the relative voting powers, preferences, limitations, restrictions and other
special or relative rights of which the Company's Board of Directors will be
able to determine from time to time in the future by resolution thereof, and
(iii) provide for a classified Board of Directors consisting of three classes
as nearly equal in number as possible with each class generally to hold office
for a three-year term, and in connection therewith, initially designating
Nigel Curlet and Gunther Fritze as Class A directors, with terms expiring at
the Company's annual meeting in 1999, Virginia L. Pierpont and Richard W.
Thatcher, Jr. as Class B directors, with terms expiring at the Company's
annual meeting in 2000, and Nicholas H. Marriner as the Class C director, with
a term expiring at the Company's annual meeting in 2001. The designation of
the above-mentioned directors constituted the re-election of the entire Board
of Directors of the Company as previously reported to the Securities and
Exchange Commission in the Company's Registration Statement. In the same
consent, a majority of the Company's shareholders further resolved to amend
and restate the Company's By-laws and to effect a 4.2 for-one split of the
issued and outstanding shares of the Company's Common Stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27 Financial Data Schedule.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
1998.
12
<PAGE>
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.
DA CONSULTING GROUP, INC.
Dated: June 4, 1998
/s/ Nicholas H. Marriner
By: _________________________________
Nicholas H. Marriner
President and Chief Executive
Officer
/s/ Michael J. Mackey
By: _________________________________
Michael J. Mackey
Chief Financial Officer, EVP
Finance and Administration
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 3,057
<SECURITIES> 0
<RECEIVABLES> 11,742
<ALLOWANCES> (171)
<INVENTORY> 0
<CURRENT-ASSETS> 17,159
<PP&E> 3,588
<DEPRECIATION> 995
<TOTAL-ASSETS> 22,048
<CURRENT-LIABILITIES> 13,585
<BONDS> 0
0
0
<COMMON> 48
<OTHER-SE> 8,415
<TOTAL-LIABILITY-AND-EQUITY> 22,048
<SALES> 14,587
<TOTAL-REVENUES> 14,587
<CGS> 0
<TOTAL-COSTS> 7,740
<OTHER-EXPENSES> 5,874
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 94
<INCOME-PRETAX> 879
<INCOME-TAX> 334
<INCOME-CONTINUING> 545
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 545
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.11
</TABLE>
