<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): September 24, 1996
Technology Solutions Company
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(Exact name of registrant as specified in its charter)
Delaware 0-19433 36-3584201
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(State or Other (Commission
(I.R.S. Employer
Jurisdiction File Number)
Identification No.)
of Corporation)
205 North Michigan Avenue, Chicago, IL 60601
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (312) 228-4500
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITIS
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(c) Exhibits
1 Press release of the Company dated September 24, 1996.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: September 24, 1996 By: TECHNOLOGY SOLUTIONS COMPANY
(Registrant)
By: /s/ Martin T. Johnson
----------------------
Martin T. Johnson
Chief Financial and Accounting Officer
<PAGE>
[LETTERHEAD OF TECHNOLOGY SOLUTIUONS COMPANY]
- --------------------------------------------------------------------------------
TECHNOLOGY SOLUTIONS COMPANY
REPORTS FIRST QUARTER 1997 RESULTS
TEN CONSECUTIVE QUARTERS OF INCREASED REVENUES;
STRONG REVENUE GROWTH FROM INTERNATIONAL OPERATIONS
CHICAGO September 24, 1996 -- Technology Solutions Company (TSC)
(Nasdaq: TSCC) today announced fiscal 1997 first quarter revenues of $32.2
million for the period ended August 31, 1996, up 55 percent from the $20.7
million from the first quarter of fiscal 1996.
Total company operating income for the fiscal 1997 first quarter was $3.1
million compared to $1.2 million in the fiscal 1996 first quarter. Total
company net income for the first quarter was $2.1 million, up 84 percent from
$1.2 million recorded for the year ago period. Earnings per share for the first
quarter 1997 were $0.13 on 17.2 million shares and equivalent shares
outstanding, compared with earnings per share of $0.08 on 15.8 million shares
and equivalent shares outstanding in first quarter 1996. All per share figures
reflect the three-for-two stock split effective July 1996.
"This marks our tenth consecutive quarter of increased revenues," said
John T. Kohler, president and CEO of TSC. "Our strong revenue growth comes from
our enterprise applications business and international operations as the company
continues to expand its service offerings and geographic reach."
TSC continues aggressive recruiting of talented professionals from
multiple industries necessary to support the company's growth. TSC's total
headcount is 719 employees worldwide up from 478 a year ago. The number of
project managers increased to 88 from 72 on May 31, 1996.
-more-
<PAGE>
TSC's first quarter 97 results/add one
During the quarter, TSC managed 138 projects at 111 clients, including 39 new
clients this quarter.
U.S. SUPPORTS SOLID GROWTH FOUNDATION
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TSC's U.S.-based revenues were $27.2 million for the first quarter 1997.
The company's domestic growth is primarily fueled by project work in enterprise
applications and change and learning technologies, including computer based
training and multimedia technologies. In addition, solid growth comes from the
company's call center and customer service reengineering, electronic commerce,
and financial services capabilities.
"All TSC business units were ahead of plan," said Kohler. "Clearly, TSC's
management strength and new business development activities have balanced our
client mix, broadened our range of services, and generated new opportunities to
support the dynamic nature of our business."
ROBUST INTERNATIONAL GROWTH
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Strong revenue growth was generated by the company's international
operations in Latin America and Europe, Kohler added. The company's Latin
American business is driven by the company's enterprise application solutions
which supports large-scale implementation of third-party application software
packages. TSC's European business is supported by the company's call center and
customer relationship service offerings.
TSC's international revenues for the first quarter 1997 represented 15
percent of TSC's total company revenues for the quarter (compared to no revenues
recorded in the first quarter 1996). TSC continues to invest globally and
expects to open additional international offices this year. The company worked
in more than nine countries across multiple industries, including banking,
telecommunications, and automotive.
-more-
<PAGE>
TSC's first quarter 97 results/add two
LEVERAGING THE COMPANY'S EXPERTISE
- -----------------------------------
"Our focus on helping clients streamline their businesses while enhancing
their relationships with customers, suppliers, and employees is proving to be a
solid growth strategy for TSC," added Kohler. "This strategy draws on all our
strengths. The company's recent acquisition of McLaughlin & Associates
accelerated our entry into a new customer relationship-driven industry the
telecommunications marketplace."
TSC announced separately that it has launched a new practice area to
support the telecommunications industry. James Carluccio, executive vice
president of TSC, will spearhead this fast growing initiative. In fact, the
company is managing large-scale projects at regional Bell operating companies, a
Latin American-based long distance provider, and European telecommunications
clients.
"We see tremendous growth in this market as the telecommunications industry
responds to the many challenges it faces with new legislation, heavy consumer
demands, and increased competition," said Carluccio. "We will apply our
management consulting and systems integration services, and call center and
electronic commerce expertise to bring a full spectrum of solutions to emerging
telecommunications challenges."
Technology Solutions Company delivers business and technology consulting
services that help clients transform customer relationships and improve
operations. TSC partners with clients in a wide range of industries and has
earned recognition as a leader in client/server solutions for supply chain
management, call center and customer service reengineering, electronic commerce,
financial services, and the integration of packaged software. The company has
headquarters in Chicago with major offices throughout the U.S., Canada, Mexico,
and the United Kingdom.
# # #
The forward-looking statements included in this news release, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties including the successful completion of client projects and the
development of new consulting services and geographic markets, the successful
integration of the operations of Aspen Consultancy and McLaughlin & Associates,
and other risks detailed from time to time in the company's SEC reports,
including the Report on Form 10-K for the year ended May 31, 1996, and the
annual report to shareholders. Actual results may vary materially.
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Quarter Ended
August 31,
--------------------------
1996 1995
------------ ------------
(unaudited) (unaudited)
<S> <C> <C>
REVENUES:
Professional fees...................... $ 31,815 $ 20,732
Software and hardware products......... 347 -
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32,162 20,732
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COSTS AND EXPENSES:
Project personnel...................... 16,077 10,063
Other project expenses................. 4,793 2,503
Cost of products sold.................. 54 -
Management and administrative support.. 5,683 5,527
Incentive compensation................. 2,404 1,398
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29,011 19,491
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OPERATING INCOME........................ 3,151 1,241
INVESTMENT INCOME....................... 463 467
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INCOME BEFORE INCOME TAXES............. 3,614 1,708
INCOME TAX PROVISION.................... 1,489 553
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NET INCOME.............................. $ 2,125 $ 1,155
=========== ===========
EARNINGS PER COMMON SHARE............... $ 0.13 $ 0.08
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING..................... 17,199,783 15,808,403
</TABLE>
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
August 31, May 31,
1996 1996
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(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............... $ 12,414 $ 12,990
Marketable securities................... 13,574 11,580
Receivables............................. 28,957 23,537
Refundable income taxes................. 6,881 5,117
Deferred income taxes................... 1,842 1,194
Other current assets.................... 6,679 6,166
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Total current assets............... 70,347 60,584
COMPUTERS, FURNITURE AND EQUIPMENT, NET... 4,346 4,443
LONG-TERM INVESTMENTS..................... 14,074 17,140
COST IN EXCESS OF NET ASSETS OF ACQUIRED
BUSINESSES AND OTHER INTANGIBLES......... 3,267 3,079
LONG-TERM RECEIVABLES AND OTHER........... 4,069 4,191
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Total assets....................... $ 96,103 89,437
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................ $ 1,736 $ 1,344
Accrued compensation and related costs 7,590 11,621
Accrued legal costs..................... 791 953
Capitalized lease obligations........... 2,390 2,616
Deferred compensation................... 4,659 2,660
Other current liabilities............... 895 214
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Total current liabilities.......... 18,061 19,408
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STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
shares authorized --10,000,000.........
Common stock, $.01 par value; shares
authorized -- 50,000,000............... 179 179
Capital in excess of par value.......... 53,949 50,344
Retained earnings....................... 38,108 35,983
Unrealized holding loss................. (684) (642)
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91,552 85,864
Less: Treasury stock, at cost (13,510) (15,835)
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Total stockholders' equity........... 78,042 70,029
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Total liabilities and
stockholders' equity................ $ 96,103 89,437
======== =======
</TABLE>
