DIAMOND TECHNOLOGY PARTNERS INC
10-Q, 1998-11-13
MANAGEMENT CONSULTING SERVICES
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<PAGE>   1



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

            X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 000-26970

                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
             (Exact name of registrant as specified in its charter)

           DELAWARE                                              36-4069408
(State or other jurisdiction of                              (I.R.S.  Employer
incorporation or organization)                               Identification No.)

                       875 N. MICHIGAN AVENUE, SUITE 3000
                             CHICAGO, ILLINOIS 60611
               (Address of Principal Executive Offices) (Zip Code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (312) 255-5000

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

         As of October 31, 1998, there were 9,281,981 shares of Class A Common
Stock and 4,092,302 shares of Class B Common Stock of the Registrant
outstanding.




<PAGE>   2




                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                          QUARTERLY REPORT ON FORM 10-Q
                 FOR THE FISCAL QUARTER ENDED SEPTEMBER 30, 1998

                                TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION:

<TABLE>
<S>                                                                                                                     <C>
Item 1:        Financial Statements

               Consolidated Balance Sheets as of September 30, 1998 and March 31, 1998                                   3
               Consolidated Statements of Operations for the Three and Six Months
               Ended September 30, 1998 and 1997                                                                         4
               Consolidated Statements of Cash Flows for the Six Months Ended
               September 30, 1998 and 1997                                                                               5
               Notes to Consolidated Financial Statements                                                                6

Item 2:        Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                                                     7

PART II -- OTHER INFORMATION:

Item 6:        Exhibits and Reports on Form 8-K                                                                         11

SIGNATURES                                                                                                              12
</TABLE>




                                                                               2
<PAGE>   3




                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                           CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                                          SEPTEMBER 30,   MARCH 31,
                                                                                              1998           1998
                                                                                          -------------   ---------
                                                                                           (UNAUDITED)
<S>                                                                                         <C>           <C>     
                                                          ASSETS
Current assets:
  Cash and cash equivalents                                                                 $ 49,857      $ 31,437
  Accounts receivable, net of allowance of $453 and
    $559 as of September 30, 1998 and March 31, 1998,
    respectively                                                                               6,107         5,063
  Prepaid expenses                                                                             1,571           548
  Deferred income taxes                                                                          773           773
                                                                                            --------      --------
Total current assets                                                                          58,308        37,821
Computers, equipment and training software, net                                                1,950         1,644
Other assets                                                                                   1,071           887
                                                                                            --------      --------
Total assets                                                                                $ 61,329      $ 40,352
                                                                                            ========      ========

                                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                                          $  1,531      $  1,734
  Other accrued liabilities                                                                    8,062         9,851
                                                                                            --------      --------
Total current liabilities                                                                      9,593        11,585
                                                                                            --------      --------
Stockholders' equity:
  Preferred Stock, $1.00 par value, 2,000 shares
    authorized, no shares issued                                                                  --            --
  Class A common stock, $.001 par value, 40,000 shares
    authorized, 9,266  issued as of September 30, 1998 and
    7,298 issued as of March 31, 1998                                                              9             7
  Class B common stock, $.001 par value, 20,000 shares
    authorized, 4,022  issued as of September 30, 1998 and
    4,887 issued as of March 31, 1998                                                              4             5
  Additional paid-in capital                                                                  40,699        22,463
  Notes receivable from sale of common stock                                                    (109)         (323)
  Retained earnings                                                                           11,133         6,615
                                                                                            --------      --------
Total stockholders' equity                                                                    51,736        28,767
                                                                                            --------      --------
Total liabilities and stockholders' equity                                                  $ 61,329      $ 40,352
                                                                                            ========      ========
</TABLE>


                     See accompanying notes to consolidated financial statements


                                                                               3
<PAGE>   4



                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    FOR THE QUARTER           FOR THE SIX MONTHS
                                                  ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                                                ----------------------      ----------------------
                                                   1998          1997          1998          1997
                                                --------      --------      --------      --------
<S>                                             <C>           <C>           <C>           <C>     
Net revenues                                    $ 20,136      $ 14,359      $ 38,511      $ 26,460
                                                --------      --------      --------      --------

Operating expenses:
  Project personnel and related expenses          10,583         7,872        20,482        14,598
  Professional development and recruiting          2,305         1,244         4,256         2,720
  Marketing and sales                              1,113           872         2,157         1,689
  Management and administrative support            2,846         2,266         5,395         4,088
                                                --------      --------      --------      --------

Total operating expenses                          16,847        12,254        32,290        23,095
                                                --------      --------      --------      --------

Income from operations                             3,289         2,105         6,221         3,365

Interest income, net                                 649           282         1,246           493
                                                --------      --------      --------      --------

Income before taxes                                3,938         2,387         7,467         3,858

Income taxes                                      (1,555)         (954)       (2,949)       (1,558)
                                                --------      --------      --------      --------

Net income                                      $  2,383      $  1,433      $  4,518      $  2,300
                                                ========      ========      ========      ========

Basic earnings per share of common stock        $   0.18      $   0.12      $   0.34      $   0.20


Diluted earnings per share of common stock      $   0.15      $   0.10      $   0.29      $   0.16

Shares used in computing basic earnings per
share of common stock                             13,258        11,599        13,203        11,589

Shares used in computing diluted earnings
per share of common stock                         15,507        14,079        15,579        13,950
</TABLE>

           See accompanying notes to consolidated financial statements



                                                                               4
<PAGE>   5




                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          FOR THE SIX MONTHS
                                                          ENDED SEPTEMBER 30,
                                                        ----------------------
                                                          1998          1997
                                                        --------      --------
<S>                                                     <C>           <C>     
Cash flows from operating activities:
  Net income                                            $  4,518      $  2,300
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation and amortization                            466           423
    Changes in assets and liabilities:
      Accounts receivable                                 (1,044)         (867)
      Prepaid expenses and other                          (1,023)          181
      Accounts payable                                      (203)          813
      Other accrued liabilities                           (1,789)        3,818
                                                        --------      --------
Net cash provided by operating activities                    925         6,668
                                                        --------      --------

Cash flows from investing activities:
  Capital expenditures, net                                 (746)         (139)
  Other assets                                              (210)         (119)
                                                        --------      --------
Net cash (used in) investing activities                     (956)         (258)
                                                        --------      --------

Cash flows from financing activities:
  Repayment of notes payable                                  --        (2,000)
  Stock issuance costs                                    (1,523)         (649)
  Common stock issued                                     20,362         1,996
  Repurchase of common stock                                (388)          (93)
                                                        --------      --------
Net cash provided by (used in) financing activities       18,451          (746)
                                                        --------      --------

Net increase in cash and cash equivalents                 18,420         5,664
Cash and cash equivalents at beginning of period          31,437        17,547
                                                        --------      --------
Cash and cash equivalents at end of period              $ 49,857      $ 23,211
                                                        ========      ========

Supplemental disclosure of cash flow information:
  Cash paid during the period for interest              $     --      $     10
  Cash paid during the period for income taxes             2,997         1,207
</TABLE>


           See accompanying notes to consolidated financial statements


                                                                               5
<PAGE>   6


                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

A. BASIS OF REPORTING

         The accompanying consolidated financial statements of Diamond
Technology Partners Incorporated (the "Company") include the accounts of the
Company and its wholly owned subsidiary. All significant intercompany
transactions and balances have been eliminated in consolidation. Certain prior
period amounts have been reclassified to conform with current period
presentation. In the opinion of management, the consolidated financial
statements reflect all normal and recurring adjustments which are necessary for
a fair presentation of the Company's financial position, results of operations,
and cash flows as of the dates and for the periods presented. The consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information. Consequently, these
statements do not include all the disclosures normally required by generally
accepted accounting principles for annual financial statements nor those
normally made in the Company's Annual Report on Form 10-K. Accordingly,
reference should be made to the Company's Annual Report on Form 10-K for
additional disclosures, including a summary of the Company's accounting
policies, which have not changed. The consolidated results of operations for the
quarter and six months ended September 30, 1998, are not necessarily indicative
of results for the full year.

B. EARNINGS PER SHARE

         The Company calculated earnings per share in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share", and they are
presented in accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 98.

         SFAS 128 establishes standards for computing and presenting earnings
per share (EPS) and requires a dual presentation of basic and diluted earnings
per share. Basic earnings per share is computed using the weighted average
number of common shares outstanding. Diluted earnings per share is computed
using the weighted average number of common shares outstanding and the assumed
exercise of stock options and warrants (using the treasury stock method).




                                                                               6
<PAGE>   7




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following information should be read in conjunction with the
information contained in the Consolidated Financial Statements and notes thereto
appearing elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report
on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. See "Forward-Looking Statements" below.

 OVERVIEW

         Diamond is a management consulting firm that synthesizes business
strategy with IT to create innovative "digital strategies" for leading national
and multinational corporations.

         The Company's revenues are comprised of professional fees for services
rendered to clients which are billed either monthly or semi-monthly in
accordance with the terms of the client engagement. Prior to the commencement of
a client engagement, the Company and its client agree on fees for services based
upon the scope of the project, Diamond staffing requirements and the level of
client involvement. The Company recognizes revenues as services are performed in
accordance with the terms of the client engagement. Out-of-pocket expenses are
reimbursed by clients and offset against expenses incurred and are not included
in recognized revenues. Provisions are made for estimated uncollectible amounts
based on the Company's experience. Although the Company from time to time has
been required to make revisions to its clients' estimated deliverables, to date
none of such revisions has had a material adverse effect on the Company's
operating or financial results.

         The largest portion of the Company's costs consist primarily of
employee-related expenses for its client-serving professionals and other direct
costs, such as third-party vendor costs and unbilled travel costs associated
with the delivery of services to clients. The remainder of the Company's costs
are comprised of the expenses associated with the development of the business
and the support of its client-serving professionals, such as professional
development and recruiting, marketing and sales, and management and
administrative support. Professional development and recruiting expenses consist
primarily of recruiting and training costs. Marketing and sales expenses consist
primarily of the costs associated with the Company's development and maintenance
of its marketing materials and programs. Management and administrative support
expenses consist primarily of the costs associated with operations, finance,
information systems, facilities and other administrative support for project
personnel.

         The Company regularly reviews its fees for services, professional
compensation and overhead costs to ensure that its services and compensation are
competitive within the industry. In addition, Diamond periodically monitors the
progress of client projects with its clients' senior management. The Company
manages activities of its professionals by closely monitoring engagement
schedules and staffing requirements for new engagements. Because most of the
Company's client engagements are, and may be in the future, terminable by the
client without penalty, an unanticipated termination of a client project could
require the Company to maintain underutilized employees. While professional
staff must be adjusted to reflect active engagements, the Company must maintain
a sufficient number of senior professionals to oversee existing client
engagements and participate in the Company's sales efforts to secure new client
assignments.



                                                                               7
<PAGE>   8




RESULTS OF OPERATIONS

         The following table sets forth for the periods indicated, selected
statements of operations data as a percentage of net revenues:

<TABLE>
<CAPTION>
                                               FOR THE QUARTER          FOR THE SIX MONTHS
                                              ENDED SEPTEMBER 30,       ENDED SEPTEMBER 30,
                                              -------------------       -------------------
                                               1998         1997         1998         1997
                                              ------       ------       ------       ------
<S>                                            <C>          <C>          <C>          <C>   
Net revenues                                   100.0%       100.0%       100.0%       100.0%
                                              ------       ------       ------       ------
Operating expenses:
  Project personnel and related expenses        52.6         54.8         53.2         55.2
  Professional development and recruiting       11.5          8.6         11.0         10.3
  Marketing and sales                            5.5          6.1          5.6          6.4
  Management and administrative support         14.1         15.8         14.0         15.4
                                              ------       ------       ------       ------
         Total operating expenses               83.7         85.3         83.8         87.3
                                              ------       ------       ------       ------
Income from operations                          16.3         14.7         16.2         12.7
Interest income, net                             3.2          1.9          3.2          1.9
                                              ------       ------       ------       ------
Income before taxes                             19.5         16.6         19.4         14.6
Income taxes                                    (7.7)        (6.6)        (7.7)        (5.9)
                                              ------       ------       ------       ------
Net income                                      11.8%        10.0%        11.7%         8.7%
                                              ======       ======       ======       ======
</TABLE>

QUARTER ENDED SEPTEMBER 30, 1998 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1997

         The Company's net income of $2.4 million during the quarter ended
September 30, 1998 improved from $1.4 million during the same period in the
prior year as a result of increased revenues, partially offset by an increase in
the cost of its client-serving professionals and an increase in expenses
required to support the Company's growth during the period.

         The Company's net revenues increased 40% to $20.1 million during the
quarter ended September 30, 1998 as compared to the same period in the prior
year. The increase in the Company's net revenues reflects an increase in the
volume of services delivered to new clients, as well as the leveraging of the
Company's existing client base by undertaking additional projects for these
clients. The Company served 39 clients during the quarter ended September 30,
1998 as compared to 30 clients during the same period in the prior year.

         Project personnel and related expenses increased $2.7 million to $10.6
million during the quarter ended September 30, 1998 as compared to the same
period in the prior year. In aggregate, project personnel and related expenses
increased 34% from the same period in the prior year due to increases in both
the number and compensation of its client-serving professionals. The Company
increased its client-serving professional staff from 160 at September 30, 1997
to 229 at September 30, 1998. As a percentage of net revenues, project personnel
and related expenses decreased from 54.8% to 52.6% during the quarter ended
September 30, 1998, as compared to the same period in the prior year.

         Professional development and recruiting expenses increased $1.1 million
during the quarter ended September 30, 1998 as compared to the same period in
the prior year. This increase reflects the Company's recruiting and training of
a higher number of client-serving professionals and an associated increase in
recruiting and training resources. As a percentage of net revenues, these
expenses increased to 11.5% as compared to 8.6% during the same period in the
prior year.

         Marketing and sales expenses increased from $872,000 to $1.1 million
during the quarter ended September 30, 1998 as compared to the same period in
the prior year as a result of the Company's investment in (i) the publication of
its magazine, "Context", which was launched during the third quarter of fiscal
1998 and (ii) the promotion of the new book, "Unleashing the Killer App", which
was co-authored by one of the Company's partners and one of the Company's
Diamond Fellows. As a percentage of net revenues, these expenses decreased from
6.1% to 5.5%.




                                                                               8
<PAGE>   9


         Management and administrative support expenses increased from $2.3
million to $2.8 million, or 26%, during the quarter ended September 30, 1998 as
compared to the same period in the prior year as a result of the additional
facilities, equipment and personnel necessary to support the Company's growth
and increased consulting capacity. As a percentage of net revenues, these
expenses decreased from 15.8% to 14.1% as a result of the Company's improved
operating leverage resulting from the Company's net revenue growth.

SIX MONTHS ENDED SEPTEMBER 30, 1998 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
1997

         The Company's net income of $4.5 million during the six months ended
September 30, 1998 improved from $2.3 million during the same period in the
prior year as a result of increased revenues, combined with an improvement in
the utilization of its client-serving professionals, partially offset by an
increase in expenses required to support the Company's growth during the period.

         The Company's net revenues increased 46% to $38.5 million during the
six months ended September 30, 1998 as compared to the same period in the prior
year. The increase in the Company's net revenues reflects an increase in the
volume of services delivered to new clients, as well as the leveraging of the
Company's existing client base by undertaking additional projects for these
clients. The Company served 53 clients during the six months ended September 30,
1998 as compared to 42 clients during the same period in the prior year.

         Project personnel and related expenses increased $5.9 million to $20.5
million during the six months ended September 30, 1998 as compared to the same
period in the prior year. In aggregate, project personnel and related expenses
increased 40% from the same period in the prior year due to increases in both
the number and compensation of its client-serving professionals. The Company
increased its client-serving professional staff from 160 at September 30, 1997
to 229 at September 30, 1998. As a percentage of net revenues, project personnel
and related expenses decreased from 55.2% to 53.2% during fiscal 1999,
reflecting the improvement in the utilization of client-serving professionals.

         Professional development and recruiting expenses increased $1.5 million
during the six months ended September 30, 1998 as compared to the same period in
the prior year. This increase reflects the Company's recruiting and training of
a higher number of client-serving professionals and an associated increase in
recruiting and training resources. As a percentage of net revenues, these
expenses increased to 11.0% as compared to 10.3% during the same period in the
prior year.

         Marketing and sales expenses increased from $1.7 million to $2.2
million during the six months ended September 30, 1998 as compared to the same
period in the prior year as a result of the Company's investment in (i) the
publication of its magazine, "Context", which was launched during the third
quarter of fiscal 1998 and (ii) the promotion of the new book, "Unleashing the
Killer App", which was co-authored by one of the Company's partners and one of
the Company's Diamond Fellows. As a percentage of net revenues, these expenses
decreased from 6.4% to 5.6%.

         Management and administrative support expenses increased from $4.1
million to $5.4 million, or 32%, during the six months ended September 30, 1998
as compared to the same period in the prior year as a result of the additional
facilities, equipment and personnel necessary to support the Company's growth
and increased consulting capacity. As a percentage of net revenues, these
expenses decreased from 15.4% to 14.0% as a result of the Company's improved
operating leverage resulting from the Company's net revenue growth.

LIQUIDITY AND CAPITAL RESOURCES

         In connection with the offering of 3,000,000 shares of common stock
during the quarter ended June 30, 1998, the Company sold approximately 650,000
shares of Class A Common Stock and selling shareholders sold approximately
2,350,000 shares of Class A Common Stock. Net proceeds to the Company totaling
approximately $15.9 million were realized in April 1998.





                                                                               9

<PAGE>   10

         On November 12, 1998, the Company entered into a revolving line of
credit with a commercial bank under which the Company may borrow up to $10.0
million at an annual interest rate based on the prime rate or based on the
LIBOR plus 1.75%, at the Company's discretion. This line of credit has been
reduced to account for letters of credit outstanding. As of November 12, 1998,
the Company had approximately $9.6 million available under this line of credit.

         The Company's billings for the quarter ended September 30, 1998 totaled
$23.8 million. These amounts include billings to clients for out-of-pocket
expenses that are reimbursed by clients which are not included in recognized
revenues. The Company's gross accounts receivable balance of $6.6 million at
September 30, 1998 represents 25 days of billings for the quarter.

         In September the Company's Board of Directors authorized the repurchase
of up to one million shares of the Company's outstanding common stock. The
Company plans to repurchase the shares on the open market from time to time or
in privately negotiated transactions. The timing and volume of the purchases
will be dependent upon market conditions. The Company intends to fund the
repurchases through its cash balances.


         The Company currently anticipates that the net proceeds received by the
Company from the April 1998 stock offering, together with amounts available
under its current revolving line of credit, cash generated from operations and
existing cash balances will be sufficient to satisfy its operating cash needs
for fiscal 1999. Should the Company's business expand more rapidly than
expected, the Company believes that additional bank credit would be available to
fund such operating and capital requirements. In addition, the Company could
consider seeking additional public or private debt or equity financing to fund
future growth opportunities.

YEAR 2000 ISSUE

         Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000 (the "Year 2000 Issue"). The Company has reviewed the potential impact of
the Year 2000 Issue on its operations and has concluded that it will not be
material.


                                                                              10
<PAGE>   11




FORWARD-LOOKING STATEMENTS

         Statements contained anywhere in this report that are not historical
facts contain forward-looking statements including such statements identified by
the words "anticipate", "believe", "estimate", "expect" or similar terminology
used with respect to the Company and its management. These forward-looking
statements are subject to risks and uncertainties which could cause the
Company's actual results, performance and prospects to differ materially from
those expressed in, or implied by, the forward-looking statements. The
forward-looking statements speak only as of the date hereof and the Company
undertakes no obligation to revise or update them to reflect events or
circumstances that arise in the future. Readers are cautioned not to place undue
reliance on forward-looking statements. For a statement of the Risk Factors that
might adversely affect the Company's operating or financial results, see Exhibit
99.1 to this Quarterly report on Form 10-Q.



                                                                              11
<PAGE>   12




                           PART II. OTHER INFORMATION

ITEM 1 - 3

         None

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held its annual stockholder meeting on August 3, 1998 (the
"Annual Meeting"). At the Annual Meeting, Melvyn E. Bergstein and John D.
Loewenberg were each elected to serve a three year term. Edward R. Anderson,
Donald R. Caldwell, Alan C. Kay, Michael E. Mikolajczyk, Christopher J. Moffitt
and James C. Spira each have terms in office that continue beyond the date of
the Annual Meeting. In addition, at the Annual Meeting the stockholders approved
the Diamond Technology Partners Incorporated 1998 Equity Incentive Plan ([ ]
votes for, [ ] against and [ ] votes abstaining) and the appointment of KPMG
Peat Marwick LLP as independent auditors of the Company for the fiscal year
ended March 31, 1999 ([ ] votes for, [ ] votes against and [ ] votes
abstaining).

ITEM 5

         None

ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

                  27.     Financial Data Schedule

                  99.1 Risk Factors (filed as Exhibit 99.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended March 31, 1998 and
incorporated herein by reference)

         (b)  Reports on Form 8-K

                  None



                                                                              12
<PAGE>   13




                                   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.




                                  DIAMOND TECHNOLOGY PARTNERS INCORPORATED

Date:  November 13, 1998          By: /s/ MELVYN E. BERGSTEIN
                                  ---------------------------
                                  Melvyn E. Bergstein
                                  Chairman, Chief Executive Officer and Director


Date:  November 13, 1998          By: /s/ KARL E. BUPP
                                  --------------------
                                  Karl E. Bupp
                                  Vice President, Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)




                                                                              13
<PAGE>   14




                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
  NO.              DESCRIPTION
- -------            -----------
  <S>              <C>
  27               Financial Data Schedule
  
  99.1             Risk Factors (filed as Exhibit 99.1 to the Company's Annual
                   Report on Form 10-K for the fiscal year ended March 31, 1998
                   and incorporated herein by reference)
</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                          49,857
<SECURITIES>                                         0
<RECEIVABLES>                                    6,561
<ALLOWANCES>                                       453
<INVENTORY>                                          0
<CURRENT-ASSETS>                                58,308
<PP&E>                                           4,498
<DEPRECIATION>                                   2,548
<TOTAL-ASSETS>                                  61,329
<CURRENT-LIABILITIES>                            9,593
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            13
<OTHER-SE>                                      51,723
<TOTAL-LIABILITY-AND-EQUITY>                    61,329
<SALES>                                              0
<TOTAL-REVENUES>                                38,511
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                32,290
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  7,467
<INCOME-TAX>                                     2,949
<INCOME-CONTINUING>                              4,518
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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<EPS-DILUTED>                                      .29
        

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