<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
----------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
Commission file number 0-19433
[LOGO]
Technology Solutions Company
Incorporated in the State of Delaware
Employer Identification No. 36-3584201
205 North Michigan Avenue
Suite 1500
Chicago, Illinois 60601
(312) 228-4500
TSC (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 and (2) HAS BEEN
subject to such filing requirements for the past 90 days.
As of July 26, 2000, there were outstanding 44,407,062 shares of TSC Common
Stock, par value $.01.
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
Index to Form 10-Q
Part I
------
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets as of
June 30, 2000 and December 31, 1999............................. 3
Consolidated Statements of Operations
for the Three Months and Six Months Ended
June 30, 2000 and 1999.......................................... 4
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999................. 6
Notes to Consolidated Financial Statements........................ 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............. 14
Part II
OTHER INFORMATION
Item 4............................................................ 22
Item 6............................................................ 22
SIGNATURES........................................................... 23
EXHIBIT INDEX........................................................ 24
</TABLE>
Page 2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
ASSETS
------
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
----------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents.................................................. $ 43,489 $ 81,002
Marketable securities...................................................... 18,452 17,826
Receivables, less allowance for doubtful receivables of $2,701 and $3,715.. 33,108 24,036
Deferred income taxes...................................................... 8,636 9,969
Refundable income taxes.................................................... 6,034 --
Other current assets....................................................... 8,434 4,664
-------- --------
Total current assets..................................................... 118,153 137,497
COMPUTERS, FURNITURE AND EQUIPMENT, NET...................................... 3,018 4,116
GOODWILL..................................................................... 3,986 4,446
LONG-TERM RECEIVABLES AND OTHER.............................................. 3,153 2,788
NET ASSETS OF DISCONTINUED OPERATIONS........................................ -- 74,462
-------- --------
Total assets............................................................. $128,310 $223,309
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable........................................................... $ 3,526 $ 2,995
Accrued compensation and related costs..................................... 14,080 18,453
Deferred compensation...................................................... 11,801 10,322
Restructuring and other accruals........................................... 3,821 12,708
Other current liabilities.................................................. 5,270 5,220
-------- --------
Total current liabilities................................................ 38,498 49,698
-------- --------
COMMITMENTS AND CONTINGENCIES................................................ -- --
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; shares authorized --
10,000,000; none issued.................................................. -- --
Common stock, $.01 par value; shares authorized --
100,000,000; shares issued -- 44,378,135 and 43,354,725.................. 444 434
Capital in excess of par value............................................. 122,061 110,455
(Accumulated deficit) and retained earnings................................ (32,540) 63,704
Accumulated other comprehensive (loss) income:
Unrealized holding loss, net............................................. (212) (131)
Cumulative translation adjustment........................................ 59 (851)
-------- --------
Total stockholders' equity............................................... 89,812 173,611
-------- --------
Total liabilities and stockholders' equity............................... $128,310 $223,309
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this financial information.
Page 3
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
--------------------- ----------------------
2000 1999 2000 1999
------- ------- ------- --------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
REVENUES............................................... $36,254 $43,777 $69,436 $ 89,981
------- ------- ------- --------
COSTS AND EXPENSES:
Project personnel..................................... 17,381 21,619 33,494 47,861
Other project expenses................................ 5,031 6,740 10,185 15,034
Management and administrative support................. 7,499 11,195 16,726 25,224
Goodwill amortization................................. 230 -- 460 72
Restructuring and other charges....................... -- -- 4,701 10,522
Incentive compensation................................ 2,933 3,053 5,046 5,521
------- ------- ------- --------
33,074 42,607 70,612 104,234
------- ------- ------- --------
OPERATING INCOME (LOSS)................................ 3,180 1,170 (1,176) (14,253)
------- ------- ------- --------
OTHER INCOME (EXPENSE):
Net investment income................................. 739 751 1,863 1,622
Interest expense...................................... (6) (18) (14) (81)
------- ------- ------- --------
733 733 1,849 1,541
------- ------- ------- --------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES...................... 3,913 1,903 673 (12,712)
INCOME TAX PROVISION (BENEFIT)......................... 1,622 823 323 (4,514)
------- ------- ------- --------
INCOME (LOSS) FROM
CONTINUING OPERATIONS................................ 2,291 1,080 350 (8,198)
INCOME FROM DISCONTINUED
OPERATIONS (net of income taxes).................... -- 2,839 -- 5,447
------- ------- ------- --------
NET INCOME (LOSS)...................................... $ 2,291 $ 3,919 $ 350 $ (2,751)
======= ======= ======= ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this financial information.
Page 4
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(CONTINUED)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
--------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
BASIC EARNINGS (LOSS) PER COMMON SHARE:
CONTINUING OPERATIONS................................... $ 0.05 $ 0.02 $ 0.01 $ (0.20)
DISCONTINUED OPERATIONS................................. -- 0.07 -- 0.13
------- ------- ------- -------
NET EARNINGS (LOSS) PER COMMON SHARE.................... $ 0.05 $ 0.09 $ 0.01 $ (0.07)
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING............................. 44,195 41,554 44,000 41,281
======= ======= ======= =======
DILUTED EARNINGS (LOSS)
PER COMMON SHARE:
CONTINUING OPERATIONS................................... $ 0.05 $ 0.02 $ 0.01 $ (0.20)
DISCONTINUED OPERATIONS................................. -- 0.07 -- 0.13
------- ------- ------- -------
NET EARNINGS (LOSS) PER COMMON SHARE.................... $ 0.05 $ 0.09 $ 0.01 $ (0.07)
======= ======= ======= =======
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING.................................... 48,258 42,920 48,295 41,281
======= ======= ======= =======
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this financial information.
Page 5
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the
Six Months Ended
June 30,
----------------------
<S> <C> <C>
2000 1999
-------- --------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).............................................. $ 350 $ (2,751)
Restructuring and other charges................................ 4,701 10,522
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization................................ 2,605 4,898
Provisions for receivable valuation allowances and
reserves for possible losses................................ 577 2,846
Loss (gain) on sale of investments........................... 5 (102)
Deferred income taxes........................................ 522 (1,982)
Changes in assets and liabilities:
Receivables................................................ (10,601) (18,946)
Purchases of trading securities related to deferred
compensation program...................................... (1,480) 12
Refundable income taxes.................................... (888) --
Other current assets....................................... (3,926) 1,610
Accounts payable........................................... 542 (332)
Accrued compensation and related costs..................... (4,348) 4,373
Deferred compensation...................................... 1,480 (12)
Restructuring and other accruals........................... (8,887) 3,483
Other current liabilities.................................. (1,707) (5,056)
Other assets............................................... (365) 1,845
-------- --------
Net cash (used in) provided by operating activities... (21,420) 408
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available-for-sale securities...................... -- (1,500)
Proceeds from available-for-sale securities.................... 725 2,820
Capital expenditures........................................... (1,320) (938)
Additional cash contribution to eLoyalty Corporation........... (20,000) --
Cash used by discontinued operations........................... (2,311) --
-------- --------
Net cash (used in) provided by investing activities... (22,906) 382
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options........................ 4,702 2,164
Proceeds from employee stock purchase plan..................... 1,812 2,132
Purchase of treasury stock..................................... -- (4,930)
-------- --------
Net cash provided by (used in) financing activities... 6,514 (634)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS........................................... 299 745
-------- --------
(DECREASE) INCREASE IN
CASH AND CASH EQUIVALENTS..................................... (37,513) 901
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.................. 81,002 59,473
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD........................ $ 43,489 $ 60,374
======== ========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral part
of this financial information.
Page 6
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Technology
Solutions Company and its subsidiaries (TSC or the Company). The consolidated
balance sheet as of June 30, 2000, the consolidated statements of operations for
the three and six months ended June 30, 2000 and 1999 and the consolidated
statements of cash flows for the six months ended June 30, 2000 and 1999 have
been prepared by the Company without audit. In the opinion of management, these
financial statements include all adjustments necessary to present fairly the
financial position, results of operations and cash flows as of June 30, 2000 and
for all periods presented. All adjustments made, except those related to
restructuring and other charges, have been of a normal and recurring nature.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The Company believes that the disclosures
included are adequate and provide a fair presentation of interim period results.
Interim financial statements are not necessarily indicative of financial
position or operating results for an entire year. It is suggested that these
interim financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999 filed with the United States
Securities and Exchange Commission (SEC) on March 23, 2000.
Certain reclassifications have been made to prior periods to conform to the
current period classification.
NOTE 2 -- THE COMPANY
TSC delivers business benefits through eBusiness consulting and systems
integration services that help clients transform their businesses, their
internal business processes and their relationships with customers, suppliers,
distributors and employees and help these organizations realize the full
benefits of information technology throughout the enterprise. The Company's
clients generally are located throughout the United States and in Europe.
On February 15, 2000, TSC distributed the common stock of eLoyalty Corporation
(eLoyalty) owned by the Company to the Company's stockholders (the Spin-Off).
eLoyalty operated within the Company prior to the Spin-Off and is now a
separate, publicly traded company (see Note 7). Accordingly, the consolidated
statements of operations for the three and six months ended June 30, 1999 have
been restated to report these operations as discontinued operations. The
consolidated statements of cash flows for the six months ended June 30, 1999
have not been restated on a discontinued operations basis. There were no
discontinued operations in the Company's results of operations for the six
months ended June 30, 2000, as the Company has provided for the estimated loss
on distribution in its results of operations for the year ended December 31,
1999.
Page 7
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
NOTE 3 -- STOCK OPTIONS
As of June 30, 2000, options to purchase 12.0 million shares of common stock
were outstanding and options to purchase an additional 2.5 million shares of
common stock were available for grant under the Technology Solutions Company
1996 Stock Incentive Plan.
IMPACT OF THE FEBRUARY 15, 2000 SPIN-OFF ON TSC OPTIONS -- At the time of the
Spin-Off (see Note 2), TSC options were adjusted to reflect the impact of the
Spin-Off. TSC option holders (excluding eLoyalty employees and directors who
were not also directors of TSC) had each of their options granted prior to June
22, 1999 converted into one adjusted TSC option and one eLoyalty option. The
original strike price of the TSC option was split into a strike price for (1)
the adjusted TSC option and (2) the eLoyalty option, based on the relative
trading values of the two companies' common stock immediately after the Spin-
Off. Immediately after the Spin-Off, TSC stock traded at 16.5278 percent of the
combined value of one share of TSC stock and one share of eLoyalty stock.
Accordingly, the strike price for the adjusted TSC option was set at 16.5278
percent of the original TSC option strike price and the eLoyalty option strike
price was set at 83.4722 percent of the original TSC option strike price.
TSC option holders (excluding eLoyalty employees and directors who were not also
directors of TSC) with options granted subsequent to June 21, 1999 did not
receive any eLoyalty options in respect of post-June 21, 1999 TSC options, but
such options were adjusted by reducing the strike price and increasing the
number of shares subject thereto. The adjustments were calculated based on the
relative trading values of TSC and eLoyalty common stock immediately after the
Spin-Off. The adjusted strike price was determined by multiplying the original
strike price by 16.5278 percent. The adjusted number of shares subject to each
such option was determined by dividing the original number of shares subject to
the option by 16.5278 percent.
eLoyalty employees and directors (excluding eLoyalty directors who were also
directors of TSC) who held TSC options forfeited their TSC options at the time
of the Spin-Off and, in return, received additional eLoyalty options.
In all cases, the TSC and eLoyalty option adjustments described above were
calculated to (1) preserve the intrinsic value of the option as well as (2)
preserve the ratio of the exercise price to the fair market value of the stock
subject to the option.
As a net result of these adjustments, the number of shares of TSC common stock
subject to options increased by 2.9 million at the time of the Spin-Off.
Page 8
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
NOTE 4 -- EARNINGS (LOSS) PER COMMON SHARE
The Company discloses basic and diluted earnings (loss) per share in the
consolidated statements of operations under the provisions of Statement of
Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share." Earnings
(loss) per common share assuming dilution is computed by dividing net earnings
(loss) by the weighted average number of common shares outstanding during each
period presented, plus the dilutive effect of common equivalent shares arising
from the assumed exercise of stock options using the treasury stock method.
Common equivalent shares of 1,445 were not included in the diluted loss per
share calculation as they were antidilutive for the six months ended June 30,
1999. Earnings per common share is computed by dividing net income by the
weighted average number of common shares outstanding during each period
presented. All share and per share amounts have been adjusted to reflect all of
the Company's prior stock splits.
<TABLE>
<CAPTION>
Reconciliation of Basic and Diluted Earnings Per Share for the Three Months Ended
-------------------------------------------------------------------------------------------
(In thousands, except per share data)
June 30, 2000 June 30, 1999
--------------------------------------------------------------
(unaudited) (unaudited)
Per Per
Net Common Net Common
Income Shares Share Income Shares Share
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings $2,291 44,195 $0.05 $3,919 41,554 $0.09
Per Share ===== =====
Effect of Stock
Options -- 4,063 -- 1,366
------ ------ ------ ------
Diluted Earnings
Per Share $2,291 48,258 $0.05 $3,919 42,920 $0.09
====== ====== ===== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
Reconciliation of Basic and Diluted Earnings (Loss) Per Share for the Six Months Ended
-------------------------------------------------------------------------------------------
(In thousands, except per share data)
June 30, 2000 June 30, 1999
--------------------------------------------------------------
(unaudited) (unaudited)
Per Per
Net Common Net Common
Income Shares Share Loss Shares Share
------ ------ ------ ---- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Basic Earnings
(Loss) Per Share $350 44,000 $0.01 $(2,751) 41,281 $(0.07)
===== ======
Effect of Stock
Options -- 4,295 -- --
---- ------ ------- ------
Diluted Earnings
(Loss) Per Share $350 48,295 $0.01 $(2,751) 41,281 $(0.07)
==== ====== ===== ======= ====== ======
</TABLE>
Page 9
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
NOTE 5 -- COMPREHENSIVE INCOME (LOSS)
The Company's comprehensive income (loss) was as follows:
<TABLE>
<CAPTION>
(In thousands) For the Three Months Ended
June 30,
--------------------------
2000 1999
------ ------
<S> <C> <C>
Net Income........................................................ $2,291 $3,919
Other Comprehensive Income (Loss):
Net Unrealized Holding Losses on
Available-for-Sale Securities, net of tax..................... (50) (29)
Cumulative Translation Adjustment............................... 54 (694)
------ ------
Total Other Comprehensive Income (Loss)....................... 4 (723)
------ ------
Total Comprehensive Income........................................ $2,295 $3,196
====== ======
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended
(In thousands) June 30,
---------------------------
2000 1999
------ --------
<S> <C> <C>
Net Income (Loss)................................................. $350 $(2,751)
Other Comprehensive Income (Loss):
Net Unrealized Holding Losses on
Available-for-Sale Securities, net of tax..................... (81) (52)
Cumulative Translation Adjustment............................... 67 (263)
---- -------
Total Other Comprehensive Loss................................ (14) (315)
---- -------
Total Comprehensive Income (Loss)................................. $336 $(3,066)
==== =======
</TABLE>
Page 10
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
NOTE 6 -- BUSINESS SEGMENTS
Effective January 1, 2000, the Company began reporting its operations under
three segments: Digital Enterprise Consulting (DEC); Knowledge Management; and
application service provider services (ASP+). TSC serves customers in U.S. and
international markets. TSC believes that offering these three bands of services
allows the Company to serve clients in their information technology and
eBusiness needs. This structure also allows the Company's employees the
flexibility and opportunity to grow and develop. The three areas work in an
integrated manner that develops, shares and cross references methodologies,
tools, project management plans, benchmark information, templates and best
practices overall. The DEC segment provides information technology consulting
and business consulting services that help clients in developing and
implementing all aspects of their electronic business capabilities. The DEC
segment includes TSC's eBusiness Solutions, Supply Chain Management and
Enterprise Resource Planning (ERP) implementation practices. The Knowledge
Management segment is focused on harnessing the intellectual capital of client
companies. TSC's recently developed segment, ASP+, provides clients
comprehensive hosting services for integrated eBusiness solutions through TSC
services and TSC's strategic business relationships that include multiple
applications and legacy systems. The financial information presented below for
the three and six months ended June 30, 1999 has been adjusted to reflect the
Company's current three reportable segments.
There are no intersegment revenues. The Company currently evaluates the
performance of its segments and allocates resources to them based on revenues
and receivables.
The table below presents information about the reported revenues and receivables
of TSC (in thousands) for the three and six months ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
For the Three Months Ended Knowledge
June 30, 2000 DEC Management ASP+ Total
-------------------------- ------- ---------- ---- -------
<S> <C> <C> <C> <C>
Revenues $31,378 $4,025 $851 $36,254
Receivables $30,030 $5,165 $614 $35,809
For the Three Months Ended Knowledge
June 30, 1999 DEC Management ASP+ Total
-------------------------- ------- ---------- ---- -------
Revenues $40,230 $3,547 $ -- $43,777
Receivables $39,485 $3,984 $ -- $43,469
</TABLE>
Page 11
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
<TABLE>
<CAPTION>
For the Six Months Ended Knowledge
June 30, 2000 DEC Management ASP+ Total
------------------------ ------- ---------- ------ -------
<S> <C> <C> <C> <C>
Revenues $60,563 $7,667 $1,206 $69,436
Receivables $30,030 $5,165 $ 614 $35,809
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended Knowledge
June 30, 1999 DEC Management ASP+ Total
------------------------ ------- ---------- ------ -------
<S> <C> <C> <C> <C>
Revenues $82,666 $7,315 $ -- $89,981
Receivables $39,485 $3,984 $ -- $43,469
</TABLE>
The following is revenue and long-lived asset information by geographic area (in
thousands):
<TABLE>
<CAPTION>
As of and for the Three United Foreign
Months Ended June 30, 2000 States Subsidiaries Total
-------------------------- -------- ------------ --------
<S> <C> <C> <C>
Revenues $ 34,770 $1,484 $ 36,254
Identifiable assets $125,253 $3,057 $128,310
As of and for the Three United Foreign
Months Ended June 30, 1999 States Subsidiaries Total
-------------------------- -------- ------------ --------
Revenues $ 41,436 $2,341 $ 43,777
Identifiable assets $130,846 $9,103 $139,949
As of and for the Six United Foreign
Months Ended June 30, 2000 States Subsidiaries Total
-------------------------- -------- ------------ --------
Revenues $ 65,731 $3,705 $ 69,436
Identifiable assets $125,253 $3,057 $128,310
As of and for the Six United Foreign
Months Ended June 30, 1999 States Subsidiaries Total
-------------------------- -------- ------------ --------
Revenues $ 85,834 $4,147 $ 89,981
Identifiable assets $130,846 $9,103 $139,949
</TABLE>
Foreign revenue is based on the country in which the legal subsidiary is
domiciled. No single foreign country's revenue was material to the consolidated
revenues of the Company.
Page 12
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
NOTE 7 -- OTHER EVENTS
RESTRUCTURING AND OTHER CHARGES -- During the quarter ended March 31, 2000, the
Company recorded a pre-tax charge of $4.7 million for the closure of its Latin
American operations. As of June 30, 2000, the Company used approximately $4.2
million of this charge for cash payments of $2.6 million ($0.5 million paid
during the quarter ended June 30, 2000) related to severance costs for
approximately 40 employees, lease terminations and professional fees and $1.6
million in asset write-offs. The remaining accrual balance of $0.5 million as of
June 30, 2000 is expected to be utilized by the end of 2000.
During the quarter ended December 31, 1999, the Company recorded $7.0 million in
restructuring and other charges associated with lease terminations of $3.0
million, former executive severance costs of $1.8 million, CourseNet Systems,
Inc. acquisition costs of $1.3 million and write-offs of other assets of $0.9
million. As of June 30, 2000, the Company used $4.2 million of these
restructuring and other charges as a result of cash payments of $1.8 million
(paid during the quarter ended March 31, 2000) for executive severance costs and
$2.4 million in asset and other write-offs. The remaining accrual balance of
$2.8 million as of June 30, 2000 relates to lease terminations which the Company
is contractually obligated to pay through 2004.
In addition, on March 30, 1999, the Company announced that it was making a
number of changes to its business operations and, as a result, the Company
recorded a restructuring charge of $10.5 million associated with those changes
and the severance of employees, primarily consulting personnel. To date, the
Company has used $10.4 million of the restructuring accrual as a result of cash
paid of $8.8 million ($0.4 million paid during the quarter ended June 30, 2000)
associated with the severance of approximately 270 employees and $1.6 million in
asset write-offs and other costs. The remaining accrual balance of $0.1 million
as of June 30, 2000 is expected to be utilized by the end of 2000.
SPIN-OFF -- On February 15, 2000 TSC successfully completed the Spin-Off.
Previously, on January 27, 2000, TSC received a favorable ruling from the
Internal Revenue Service that the Spin-Off would be a tax free distribution of
all of the Company's eLoyalty shares to TSC's shareholders. The total net assets
contributed to eLoyalty at the Spin-Off was $96.6 million which consisted of
current assets of $104.4 million, non-current assets of $18.7 million, current
liabilities of $28.0 million and other comprehensive loss of $1.5 million.
TSC also has provided a short-term guarantee for a $10.0 million revolving
credit facility entered into by eLoyalty with Bank of America National Trust and
Savings Association. TSC received a fee from eLoyalty. The guarantee will
terminate on December 30, 2000.
Page 13
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 1999
On February 15, 2000 TSC successfully completed the Spin-Off. Accordingly, this
report discusses the TSC consolidated statements of operations with eLoyalty's
operations presented on a discontinued operations basis for the quarter ended
June 30, 1999.
Consolidated net revenues for the quarter ended June 30, 2000 decreased 17
percent to $36.3 million compared with $43.8 million for the same period last
year. This decrease was mainly due to a decline in the demand for Enterprise
Resource Planning (ERP) solutions which was provided by TSC's Digital Enterprise
Consulting (DEC) segment. The decline in the ERP business has been evidenced by
a reduction in new license sales by package software vendors such as PeopleSoft
and Baan. Historically, TSC's revenues consisted mainly of core ERP solutions.
Prospectively, the Company expects its other business segments and its other
eBusiness solution offerings within the DEC segment to experience greater future
growth rates than core ERP.
Project personnel costs, which represent mainly professional salaries and
benefits, decreased to $17.4 million for the quarter ended June 30, 2000 from
$21.6 million for the same period last year, a decrease of 20 percent. The
decrease was mainly due to a decrease in professional headcount. Project
personnel costs as a percentage of net revenues decreased to 48 percent for the
quarter ended June 30, 2000 from 49 percent for the same period last year. The
Company reduced project personnel costs by streamlining and refocusing its
business, which resulted in a restructuring charge of $10.5 million during the
first quarter of 1999 (as discussed further in this section).
Other project expenses consist of nonbillable expenses directly incurred for
client projects and business development. These expenses include recruiting
fees, sales and marketing expenses, personnel training and provisions for
valuation allowances and reserves for potential losses on continuing projects.
Other project expenses for the quarter ended June 30, 2000 were $5.0 million,
compared with $6.7 million in the comparable period last year, a decrease of
$1.7 million, or 25 percent. The decrease in other project expenses primarily
included the following: a decrease of $1.2 million in domestic hiring, training,
communication and computer expenses due to a decrease in headcount; a decrease
of $1.2 million in the provision for valuation allowances and reserves for
potential losses; and a decrease in international costs of $0.4 million as a
result of the closure of the Latin American operations and the restructuring of
the European operations. These decreases were offset by an increase in various
other costs of $1.1 million including marketing, business development and
travel. Other project expenses as a percentage of net revenues decreased to 14
percent for the quarter ended June 30, 2000 from 15 percent for the same period
last year as a result of the Company streamlining and refocusing its business.
Page 14
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
Management and administrative support costs decreased $3.7 million to $7.5
million for the quarter ended June 30, 2000 from $11.2 million for the same
period last year, a decrease of 33 percent. The decrease was mainly due to a
decrease of $3.8 million in corporate infrastructure or Global Core Service
(GCS) costs over the same period last year. This decrease in GCS costs included
the following: a decrease in the internal systems and human resources areas of
$1.4 million and a decrease in corporate recruiting expenses of $0.1 million as
a result of a reduction in headcount; a decrease in domestic office costs of
$0.5 million due to certain offices being transferred to eLoyalty; a decrease in
legal expenses of $0.6 million; a decrease in corporate finance, accounting and
investor relations costs of $0.4 million; and a decrease in various other costs
of $0.8 million including marketing, international and other costs. As a result
of the Spin-Off, TSC and eLoyalty entered into a Shared Services Agreement
pursuant to which TSC provides to eLoyalty certain administrative services. The
Company has charged these services to eLoyalty since the Spin-Off and $1.8
million of the decrease in GCS costs discussed above reflects this charge. In
addition, these decreases were slightly offset by an increase in practice area
management and administrative costs of $0.1 million. This increase primarily
resulted from an increase in practice area support personnel of $0.8 million,
offset by a decrease in international, recruiting and other costs of $0.7
million.
Goodwill amortization of $0.2 million was recorded during the quarter ended
June 30, 2000 resulting from the CourseNet Systems, Inc. (CourseNet) acquisition
in the fourth quarter of 1999.
During the quarter ended March 31, 2000, the Company recorded a pre-tax charge
of $4.7 million for the closure of its Latin American operations. As of June 30,
2000, the Company used approximately $4.2 million of this charge for cash
payments of $2.6 million ($0.5 million paid during the quarter ended June 30,
2000) related to severance costs for approximately 40 employees, lease
terminations and professional fees and $1.6 million in asset write-offs. The
remaining accrual balance of $0.5 million as of June 30, 2000 is expected to be
utilized by the end of 2000.
During the quarter ended December 31, 1999, the Company recorded $7.0 million in
restructuring and other charges associated with lease terminations of $3.0
million, former executive severance costs of $1.8 million, CourseNet acquisition
costs of $1.3 million and write-offs of other assets of $0.9 million. As of June
30, 2000, the Company used $4.2 million of these restructuring and other charges
as a result of cash payments of $1.8 million (paid during the quarter ended
March 31, 2000) for executive severance costs and $2.4 million in asset and
other write-offs. The remaining accrual balance of $2.8 million as of June 30,
2000 relates to lease terminations which the Company is contractually obligated
to pay through 2004.
In addition, on March 30, 1999, the Company announced that it was making a
number of changes to its business operations
Page 15
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
and, as a result, the Company recorded a restructuring charge of $10.5 million
associated with those changes and the severance of employees, primarily
consulting personnel. To date, the Company has used $10.4 million of the
restructuring accrual as a result of cash paid of $8.8 million ($0.4 million
paid during the quarter ended June 30, 2000) associated with the severance of
approximately 270 employees and $1.6 million in asset write-offs and other
costs. The remaining accrual balance of $0.1 million as of June 30, 2000 is
expected to be utilized by the end of 2000.
Incentive compensation of $2.9 million was accrued during the quarter ended June
30, 2000 compared to $3.1 million for the same period last year. Incentive
compensation as a percentage of net revenues increased to 8 percent for the
quarter ended June 30, 2000 compared to 7 percent for the same period last year.
The increase as a percentage of net revenues was primarily a result of the
Company achieving more of its internal performance targets for the quarter ended
June 30, 2000 as compared to the same period a year ago. The Company expects to
continue to accrue incentive compensation throughout the year.
Consolidated operating income from continuing operations was $3.2 million for
the quarter ended June 30, 2000 compared with $1.2 million in the prior period.
This increase was mainly due to the Company's focus on more profitable
operations as well as the reduction in headcount (as discussed previously in
this section).
Other income and expense remained unchanged at $0.7 million for the quarter
ended June 30, 2000 compared to the same period a year ago.
The Company's effective tax rate for the quarter ended June 30, 2000 was 41
percent compared to 43 percent for the same period a year ago. The effective tax
rate was slightly lower during the quarter ended June 30, 2000 than in the
previous period as nondeductible expenses had a smaller impact on the tax rate
due to higher pre-tax profits.
Weighted average number of common shares outstanding and weighted average number
of common and common equivalent shares outstanding increased due to the exercise
of stock options, the issuance of shares under the Company's employee stock
purchase plan and the purchase of common stock by two venture capital firms in
August 1999.
RESULTS OF OPERATIONS
Six Months Ended June 30, 2000 Compared with Six Months Ended June 30, 1999
On February 15, 2000 TSC successfully completed the Spin-Off. Accordingly, this
report discusses the TSC consolidated statements of operations with eLoyalty's
operations presented on a discontinued operations basis for the six months ended
June 30, 1999. For the six months ended June 30, 2000, there were no
discontinued operations in the Company's results of operations, as the Company
provided for the estimated loss on distribution in its results of operations for
the year ended December 31,
Page 16
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
1999.
Consolidated net revenues for the six months ended June 30, 2000 decreased 23
percent to $69.4 million compared with $90.0 million for the same period last
year. This decrease was mainly due to a decline in the demand for the Enterprise
Resource Planning (ERP) solutions which was provided by TSC's Digital Enterprise
Consulting (DEC) segment, as well as a decline in the demand for certain TSC
services as a result of clients facing budgetary restraints as they continued to
address Year 2000 issues during the first quarter. The decline in the ERP
business has been evidenced by a reduction in new license sales by package
software vendors such as PeopleSoft and Baan. Historically, TSC's revenues
consisted mainly of core ERP solutions. Prospectively, the Company expects its
other business segments and its other eBusiness solution offerings within the
DEC segment to experience greater future growth rates than core ERP.
Project personnel costs, which represent mainly professional salaries and
benefits, decreased to $33.5 million for the six months ended June 30, 2000 from
$47.9 million for the same period last year, a decrease of 30 percent. The
decrease was mainly due to a decrease in professional headcount. Project
personnel costs as a percentage of net revenues decreased to 48 percent for the
six months ended June 30, 2000 from 53 percent for the same period last year.
The Company reduced project personnel costs by streamlining and refocusing its
business, which resulted in a restructuring charge of $10.5 million during the
first quarter of 1999 (as discussed further in this section).
Other project expenses consist of nonbillable expenses directly incurred for
client projects and business development. These expenses include recruiting
fees, sales and marketing expenses, personnel training and provisions for
valuation allowances and reserves for potential losses on continuing projects.
Other project expenses for the six months ended June 30, 2000 were $10.2
million, compared with $15.0 million in the comparable period last year, a
decrease of $4.8 million, or 32 percent. The decrease in other project expenses
primarily included the following: a decrease of $3.5 million in domestic hiring,
training, communication and computer expenses due to a decrease in headcount; a
decrease of $1.9 million in the provision for valuation allowances and reserves
for potential losses; and a decrease in international costs of $1.0 million as a
result of the closure of the Latin American operations and the restructuring of
the European operations. These decreases were offset by an increase in various
other costs of $1.6 million including marketing, business development and
travel. Other project expenses as a percentage of net revenues decreased to 15
percent for the six months ended June 30, 2000 from 17 percent for the same
period last year as a result of the Company streamlining and refocusing its
business.
Management and administrative support costs decreased $8.5 million to $16.7
million for the six months ended June 30, 2000 from $25.2 million for the same
period last year, a decrease of 34 percent. The decrease was
Page 17
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
mainly due to a decrease of $8.4 million in corporate infrastructure or Global
Core Service (GCS) costs over the same period last year. This decrease in GCS
costs included the following: a decrease in the internal systems and human
resources areas of $2.8 million and a decrease in corporate recruiting expenses
of $1.0 million as a result of a reduction in headcount; a decrease in domestic
office costs of $1.3 million due to the closing of several offices as well as
certain offices being transferred to eLoyalty; a decrease in legal expenses of
$1.2 million; a decrease in marketing expenses of $0.5 million; and a decrease
in various other costs of $1.6 million including corporate finance, accounting
and investor relations costs. As a result of the Spin-Off, TSC and eLoyalty
entered into a Shared Services Agreement pursuant to which TSC provides to
eLoyalty certain administrative services. The Company has charged these services
to eLoyalty since the Spin-Off and $2.7 million of the decrease in GCS costs
discussed above reflects this charge. In addition, practice area management and
administrative costs decreased by $0.1 million. This decrease primarily resulted
from a decrease in international expenses of $0.7 million and a decrease in
various other domestic management and administrative costs of $1.0 million,
which include items such as practice area marketing, recruiting and other
expenses. These decreases were offset by an increase in practice area support
personnel of $1.6 million due to increased selling efforts.
Goodwill amortization increased to $0.5 million for the six months ended
June 30, 2000 compared to $0.1 million for the same period last year. This
increase resulted from the CourseNet Systems, Inc. (CourseNet) acquisition in
the fourth quarter of 1999.
During the quarter ended March 31, 2000, the Company recorded a pre-tax charge
of $4.7 million for the closure of its Latin American operations. As of June 30,
2000, the Company used approximately $4.2 million of this charge for cash
payments of $2.6 million related to severance costs for approximately 40
employees, lease terminations and professional fees and $1.6 million in asset
write-offs. The remaining accrual balance of $0.5 million as of June 30, 2000 is
expected to be utilized by the end of 2000.
During the quarter ended December 31, 1999, the Company recorded $7.0 million in
restructuring and other charges associated with lease terminations of $3.0
million, former executive severance costs of $1.8 million, CourseNet acquisition
costs of $1.3 million and write-offs of other assets of $0.9 million. As of June
30, 2000, the Company used $4.2 million of these restructuring and other charges
as a result of cash payments of $1.8 million (paid during the quarter ended
March 31, 2000) for executive severance costs and $2.4 million in asset and
other write-offs. The remaining accrual balance of $2.8 million as of June 30,
2000 relates to lease terminations which the Company is contractually obligated
to pay through 2004.
In addition, on March 30, 1999, the Company announced that it was making a
number of changes to its business operations
Page 18
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
and, as a result, the Company recorded a restructuring charge of $10.5 million
associated with those changes and the severance of employees, primarily
consulting personnel. To date, the Company has used $10.4 million of the
restructuring accrual as a result of cash paid of $8.8 million ($1.0 million
paid during the six months ended June 30, 2000) associated with the severance of
approximately 270 employees and $1.6 million in asset write-offs and other
costs. The remaining accrual balance of $0.1 million as of June 30, 2000 is
expected to be utilized by the end of 2000.
Incentive compensation of $5.0 million was accrued during the six months ended
June 30, 2000 compared to $5.5 million for the same period last year. Incentive
compensation as a percentage of net revenues increased slightly to 7 percent for
the six months ended June 30, 2000 compared to 6 percent for the same period
last year. The increase as a percentage of net revenues was primarily a result
of the Company achieving more of its internal performance targets for the six
months ended June 30, 2000 as compared to the same period a year ago. The
Company expects to continue to accrue incentive compensation throughout the
year.
Consolidated operating loss from continuing operations was $1.2 million for the
six months ended June 30, 2000 compared with a consolidating operating loss of
$14.2 million in the prior period. The Company's operating loss for the six
months ended June 30, 2000 included a charge for the closure of the Latin
American operations of $4.7 million and $1.4 million in administrative costs
with respect to the period prior to the Spin-Off that would have been charged to
eLoyalty if the Shared Services Agreement had been in effect. The Company's
operating loss for the six months ended June 30, 1999 included restructuring and
other charges of $10.5 million and $5.4 million in administrative costs that
would have been charged to eLoyalty if the Shared Services Agreement had been in
effect. Excluding these charges, operating income for the six months ended June
30, 2000 was $4.9 million compared to $1.7 million for the same period last
year. This increase was mainly due to the Company's focus on more profitable
operations as well as the reduction in headcount (as discussed previously in
this section).
Other income and expense for the six months ended June 30, 2000 was $1.8 million
compared to $1.5 million for the same period a year ago. The increase is a
result of higher cash and cash equivalent balances during the first two months
of 2000 compared to the same period a year ago.
The Company's effective tax rate for the six months ended June 30, 2000 was 48
percent compared to a 36 percent benefit for the same period a year ago. The tax
rate for the six months ended June 30, 2000 is higher than in the quarter ended
June 30, 2000 since nondeductible expenses represented a larger percentage of
pre-tax income due to low year-to-date earnings.
Weighted average number of common shares outstanding and weighted average number
of common and common equivalent shares outstanding increased due to the
Page 19
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
exercise of stock options, the issuance of shares under the Company's employee
stock purchase plan and the purchase of common stock by two venture capital
firms in August 1999.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $21.4 million for the six months ended
June 30, 2000 and net cash provided by operating activities was $0.4 million for
the six months ended June 30, 1999. Net cash used in operating activities for
the six months ended June 30, 2000 included an increase in receivables and other
unfavorable working capital activities, such as other current liabilities and
accrued compensation and related costs, offset by net income and restructuring
and other charges.
The Company believes that its cash and cash equivalents and marketable
securities are sufficient to handle the Company's current cash requirements.
Net cash used in investing activities was $22.9 million for the six months ended
June 30, 2000. This reflects a $20.0 million capital contribution to eLoyalty
Corporation and $2.3 million of cash used by discontinued operations. The
Company received $0.7 million from the sale of available-for-sale securities.
The proceeds from available-for-sale securities were transferred to cash and
cash equivalents and reinvested in ongoing business activities.
Capital expenditures for the six months ended June 30, 2000 were $1.3 million.
Capital expenditures may continue at the current rate throughout the 2000
calendar year. The Company currently has no material commitments for capital
expenditures.
The Company has a $10.0 million unsecured line of credit facility (the
"Facility") with Bank of America National Trust and Savings Association (Bank of
America). The agreement expires December 30, 2000. At the Company's election,
loans made under the Facility bear interest at either the Bank of America
reference rate or the applicable Eurodollar interest rate plus 0.75 percent. The
unused line fee is 0.125 percent of the unused portion of the commitment. The
Facility requires, among other things, the Company to maintain certain financial
ratios. As of June 30, 2000, the Company was in compliance with these financial
ratio requirements. As of June 30, 2000, no borrowings had been made under the
Facility. In connection with the Spin-Off, TSC also has provided a short-term
guarantee for a $10.0 million revolving credit facility entered into by eLoyalty
with Bank of America. TSC received a fee from eLoyalty. The guarantee will
terminate on December 30, 2000.
NEW ACCOUNTING STANDARDS
On June 15, 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." SFAS No. 133, as amended is
effective for financial statements issued for fiscal years beginning after
June 15, 2000. SFAS No. 133 requires that all derivative instruments
Page 20
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
be recorded on the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. The Company
anticipates that, due to its limited use of derivative instruments, the adoption
of SFAS No. 133 will not have a significant effect on the Company's results of
operations or its financial position.
In December 1999, the United States Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in
Financial Statements," which provides the SEC's views in applying generally
accepted accounting principles to selected revenue recognition issues. Adoption
of SAB No. 101 is required in the fourth quarter of fiscal year 2000. The
Company does not expect SAB No. 101 to have a material impact on the Company's
consolidated results of operations or financial position.
This Form 10-Q includes or may include certain forward-looking statements that
involve risks and uncertainties. This Form 10-Q contains or may contain certain
forward-looking statements concerning the Company's financial position, business
strategy, budgets, projected costs and plans and objectives of management for
future operations as well as other statements including words such as
"anticipate," "believe," "plan," "estimate," "expect," "intend," and other
similar expressions. Although the Company believes its expectations reflected in
such forward-looking statements are based on reasonable assumptions, readers are
cautioned that no assurance can be given that such expectations will prove
correct and that actual results and developments may differ materially from
those conveyed in such forward-looking statements. Important factors that could
cause actual results to differ materially from the expectations reflected in the
forward-looking statements in this Form 10-Q include, among others, the pace of
technological change, the Company's ability to manage growth and attract and
retain employees, general business and economic conditions in the Company's
operating regions, market conditions and competitive and other factors, all as
more fully described in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999 under Management's Discussion and Analysis of Financial
Condition and Results of Operations "Assumptions Underlying Certain Forward-
Looking Statements and Factors that May Affect Future Results" and elsewhere
from time to time in the Company's other SEC reports. Such forward-looking
statements speak only as of the date on which they are made and the Company does
not undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Form 10-Q. If the Company does
update or correct one or more forward-looking statements, investors and others
should not conclude that the Company will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. Actual
results may vary materially.
Page 21
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
PART II. OTHER INFORMATION
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
TSC's 2000 Annual Meeting of Stockholders (the "Annual Meeting") was
held on April 27, 2000. Represented at the Annual Meeting, either in
person or by proxy, were 39,331,069 voting shares. The following actions
were taken by a vote of TSC's stockholders at the Annual Meeting:
1. Mr. Waltrip was elected to serve as a member of TSC's Board of
Directors receiving 37,156,645 votes in favor of election and
2,174,424 votes withheld, respectively. There were no votes against,
abstentions or broker non-votes with respect to the election of any
nominee named. In addition, the terms of office for Messrs. Hayden
and Zucchini continue until the 2001 Annual Meeting, and Messrs.
Caldiero and Oresman continue until the 2002 Annual Meeting.
2. The amendment of the Technology Solutions Company 1995 Employee
Stock Purchase Plan to increase the number of shares of Common Stock
available for purchase thereunder by 2,000,000 shares was approved
by 38,511,483 votes in favor of election, 572,610 votes against and
246,976 votes abstaining.
3. The appointment of PricewaterhouseCoopers LLP as independent
auditors for TSC for its fiscal year ending December 31, 2000 was
ratified; 39,259,529 votes were cast for the ratification; 21,427
votes were cast against the ratification and there were 50,113
abstentions. There were no votes withheld or broker non-votes.
ITEM 6--EXHIBITS AND REPORT ON FORM 8-K
(a) See Exhibit Index
(b) No reports on Form 8-K were filed during the quarter ended June 30,
2000.
All other items in Part II are either not applicable to the Company
during the quarter ended June 30, 2000, the answer is negative, or a
response has been previously reported and an additional report of the
information is not required, pursuant to the instructions to Part II.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 10th day of August
2000.
TECHNOLOGY SOLUTIONS COMPANY
Date: August 10, 2000 By: /s/ TIMOTHY P. DIMOND
---------------- -----------------------------
Timothy P. Dimond
Chief Financial Officer
Page 23
<PAGE>
TECHNOLOGY SOLUTIONS COMPANY
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
Page 24
