DIAMOND TECHNOLOGY PARTNERS INC
10-Q, 1999-02-12
MANAGEMENT CONSULTING SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                             ---------------------
 
                                   FORM 10-Q
 
<TABLE>
<C>               <S>
   (MARK ONE)
      [X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
 
                 FOR THE QUARTER YEAR ENDED DECEMBER 31, 1998
 
                                      OR
 
      [  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
 
                       COMMISSION FILE NUMBER: 000-26970
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                            <C>
          DELAWARE                 36-4069408
(State or other jurisdiction    (I.R.S. Employer
             of                Identification No.)
      incorporation or
        organization)
</TABLE>
 
                       875 N. MICHIGAN AVENUE, SUITE 3000
                            CHICAGO, ILLINOIS 60611
              (Address of Principal Executive Offices) (Zip Code)
 
                                 (312) 255-5000
               Registrant's Telephone Number, Including Area Code
 
     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 January 31, 1999, there were 9,223,811 shares of Class A Common Stock
and 4,156,875 shares of Class B Common Stock of the Registrant outstanding.
 
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<PAGE>   2
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
                         QUARTERLY REPORT ON FORM 10-Q
                 FOR THE FISCAL QUARTER ENDED DECEMBER 31, 1998
 
                               TABLE OF CONTENTS
 
PART I -- FINANCIAL INFORMATION:
 
<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
Item 1:   Financial Statements
          Consolidated Balance Sheets as of December 31, 1998 and
          March 31, 1998..............................................    2
          Consolidated Statements of Operations for the Three and Nine
          Months Ended December 31, 1998 and 1997.....................    3
          Consolidated Statements of Cash Flows for the Nine Months
          Ended December 31, 1998 and 1997............................    4
          Notes to Consolidated Financial Statements..................    5
 
          Management's Discussion and Analysis of Financial Condition
Item 2:   and Results of Operations...................................    6
 
          Quantitative and Qualitative Disclosure about Market Risk
Item 3:   Sensitive Instruments.......................................   10
 
PART II -- OTHER INFORMATION:
 
Item 6:   Exhibits and Reports on Form 8-K............................   11
 
SIGNATURES............................................................   12
</TABLE>
 
                                        1
<PAGE>   3
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
                          CONSOLIDATED BALANCE SHEETS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
 
<TABLE>
<CAPTION>
                                                              DECEMBER 31,   MARCH 31,
                                                                  1998         1998
                                                              ------------   ---------
                                                              (UNAUDITED)
<S>                                                           <C>            <C>
                                        ASSETS
Current assets:
  Cash and cash equivalents.................................    $50,285       $31,437
  Accounts receivable, net of allowance of $302 and $559 as
     of December 31, 1998 and March 31, 1998,
     respectively...........................................      7,113         5,063
  Prepaid expenses..........................................      1,105           548
  Deferred income taxes.....................................        773           773
                                                                -------       -------
          Total current assets..............................     59,276        37,821
Computers, equipment and training software, net.............      2,760         1,644
Other assets................................................      1,726           887
                                                                -------       -------
          Total assets......................................    $63,762       $40,352
                                                                =======       =======
                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................    $ 1,897       $ 1,734
  Other accrued liabilities.................................      9,802         9,851
                                                                -------       -------
          Total current liabilities.........................     11,699        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, 9,176 outstanding as of December 31, 1998
     and 7,298 outstanding as of March 31, 1998.............          9             7
  Class B common stock, $.001 par value, 20,000 shares
     authorized, 4,068 outstanding as of December 31, 1998
     and 4,887 outstanding as of March 31, 1998.............          4             5
  Additional paid-in capital................................     38,457        22,463
  Notes receivable from sale of common stock................        (50)         (323)
  Retained earnings.........................................     13,643         6,615
                                                                -------       -------
          Total stockholders' equity........................     52,063        28,767
                                                                -------       -------
          Total liabilities and stockholders' equity........    $63,762       $40,352
                                                                =======       =======
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        2
<PAGE>   4
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                              FOR THE QUARTER     FOR THE NINE MONTHS
                                                            ENDED DECEMBER 31,    ENDED DECEMBER 31,
                                                            -------------------   -------------------
                                                              1998       1997       1998       1997
                                                            --------   --------   --------   --------
<S>                                                         <C>        <C>        <C>        <C>
Net revenues..............................................  $21,194    $15,390    $59,705    $41,850
                                                            -------    -------    -------    -------
Operating expenses:
  Project personnel and related expenses..................   11,120      8,261     31,602     22,859
  Professional development and recruiting.................    2,584      1,728      6,840      4,448
  Marketing and sales.....................................    1,214        689      3,371      2,378
  Management and administrative support...................    2,828      2,214      8,223      6,302
                                                            -------    -------    -------    -------
          Total operating expenses........................   17,746     12,892     50,036     35,987
                                                            -------    -------    -------    -------
Income from operations....................................    3,448      2,498      9,669      5,863
Interest income, net......................................      669        327      1,915        820
                                                            -------    -------    -------    -------
Income before taxes.......................................    4,117      2,825     11,584      6,683
Income taxes..............................................   (1,606)    (1,101)    (4,555)    (2,659)
                                                            -------    -------    -------    -------
          Net income......................................  $ 2,511    $ 1,724    $ 7,029    $ 4,024
                                                            =======    =======    =======    =======
Basic earnings per share of common stock..................  $  0.19    $  0.15    $  0.53    $  0.35
Diluted earnings per share of common stock................  $  0.17    $  0.12    $  0.46    $  0.29
Shares used in computing basic earnings per share of
  common stock............................................   13,343     11,801     13,250     11,659
Shares used in computing diluted earnings per share of
  common stock............................................   15,166     14,255     15,441     14,052
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        3
<PAGE>   5
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                              FOR THE NINE MONTHS
                                                              ENDED DECEMBER 31,
                                                              -------------------
                                                                1998       1997
                                                              --------   --------
<S>                                                           <C>        <C>
Cash flows from operating activities:
  Net income................................................  $ 7,029    $ 4,024
  Adjustments to reconcile net income to net cash provided
     by operating activities:
     Depreciation and amortization..........................      741        642
     Changes in assets and liabilities:
       Accounts receivable..................................   (2,050)       640
       Prepaid expenses and other...........................     (557)       193
       Accounts payable.....................................      163       (146)
       Other accrued liabilities............................      (49)     5,593
                                                              -------    -------
          Net cash provided by operating activities.........    5,277     10,946
                                                              -------    -------
Cash flows from investing activities:
  Capital expenditures, net.................................   (1,821)      (238)
  Other assets..............................................     (875)      (273)
                                                              -------    -------
          Net cash (used in) investing activities...........   (2,696)      (511)
                                                              -------    -------
Cash flows from financing activities:
  Repayment of notes payable................................       --     (2,000)
  Stock issuance costs......................................   (1,523)      (649)
  Common stock issued.......................................   20,774      2,591
  Repurchase of common stock................................   (2,984)       (93)
                                                              -------    -------
          Net cash provided by (used in) financing
           activities.......................................   16,267       (151)
                                                              -------    -------
Net increase in cash and cash equivalents...................   18,848     10,284
Cash and cash equivalents at beginning of period............   31,437     17,547
                                                              -------    -------
Cash and cash equivalents at end of period..................  $50,285    $27,831
                                                              =======    =======
Supplemental disclosure of cash flow information:
  Cash paid during the period for interest..................  $    14    $    10
  Cash paid during the period for income taxes..............    4,241      2,793
Supplemental disclosure of noncash investing and financing
  activities:
  Issuance of common stock for notes........................  $    60    $   235
</TABLE>
 
          See accompanying notes to consolidated financial statements.
 
                                        4
<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 nine months ended December 31, 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).
 
                                        5
<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 Technology Partners Incorporated ("Diamond" or the "Company") is a
management consulting firm that synthesizes business strategy with information
technology 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.
 
                                        6
<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 NINE MONTHS
                                                        ENDED DECEMBER 31,       ENDED DECEMBER 31,
                                                        ------------------      --------------------
                                                         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..............   52.5        53.7         52.9         54.6
  Professional development and recruiting.............   12.2        11.2         11.5         10.6
  Marketing and sales.................................    5.7         4.5          5.6          5.7
  Management and administrative support...............   13.3        14.4         13.8         15.1
                                                        -----       -----        -----        -----
          Total operating expenses....................   83.7        83.8         83.8         86.0
                                                        -----       -----        -----        -----
Income from operations................................   16.3        16.2         16.2         14.0
Interest income, net..................................    3.1         2.2          3.2          2.0
                                                        -----       -----        -----        -----
Income before taxes...................................   19.4        18.4         19.4         16.0
Income taxes..........................................   (7.6)       (7.2)        (7.6)        (6.4)
                                                        -----       -----        -----        -----
          Net income..................................   11.8%       11.2%        11.8%         9.6%
                                                        =====       =====        =====        =====
</TABLE>
 
  Quarter Ended December 31, 1998 Compared to Quarter Ended December 31, 1997
 
     The Company's net income of $2.5 million during the quarter ended December
31, 1998 improved from $1.7 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 38% to $21.2 million during the
quarter ended December 31, 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 45 clients during the quarter ended December 31,
1998 as compared to 35 clients during the same period in the prior year.
 
     Project personnel and related expenses increased $2.9 million to $11.1
million during the quarter ended December 31, 1998 as compared to the same
period in the prior year. In aggregate, project personnel and related expenses
increased 35% 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 162 at December 31, 1997 to
234 at December 31, 1998. As a percentage of net revenues, project personnel and
related expenses decreased from 53.7% to 52.5% during the quarter ended December
31, 1998, as compared to the same period in the prior year.
 
     Professional development and recruiting expenses increased $0.9 million
during the quarter ended December 31, 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 12.2% as compared to 11.2% during the same period in the
prior year, as the Company expanded the number of targeted schools for
recruiting.
 
     Marketing and sales expenses increased from $0.7 million to $1.2 million
during the quarter ended December 31, 1998 as compared to the same period in the
prior year primarily as a result of the Company's continued investment in (i)
the publication of its magazine, "Context", which was launched during the
 
                                        7
<PAGE>   9
 
third quarter of fiscal 1998 and (ii) the conduct of two one-day digital
strategy executive seminars for prospective clients. As a percentage of net
revenues, these expenses increased from 4.5% to 5.7%.
 
     Management and administrative support expenses increased from $2.2 million
to $2.8 million, or 28%, during the quarter ended December 31, 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 14.4% to 13.3% as a result of the Company's improved operating leverage
resulting from the Company's net revenue growth.
 
  Nine Months Ended December 31, 1998 Compared to Nine Months Ended December 31,
1997
 
     The Company's net income of $7.0 million during the nine months ended
December 31, 1998 improved from $4.0 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 43% to $59.7 million during the nine
months ended December 31, 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 68 clients during the nine months ended December 31, 1998 as
compared to 54 clients during the same period in the prior year.
 
     Project personnel and related expenses increased $8.7 million to $31.6
million during the nine months ended December 31, 1998 as compared to the same
period in the prior year. In aggregate, project personnel and related expenses
increased 38% 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 162 at December 31, 1997 to
234 at December 31, 1998. As a percentage of net revenues, project personnel and
related expenses decreased from 54.6% to 52.9% during fiscal 1999, reflecting
the improvement in the utilization of client-serving professionals.
 
     Professional development and recruiting expenses increased $2.4 million
during the nine months ended December 31, 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 10.6% during the same period in the
prior year, as the Company expanded the number of targeted schools for
recruiting.
 
     Marketing and sales expenses increased from $2.4 million to $3.4 million
during the nine months ended December 31, 1998 as compared to the same period in
the prior year primarily 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 conduct of three one-day digital strategy
executive seminars for prospective clients. As a percentage of net revenues,
these expenses decreased from 5.7% to 5.6%.
 
     Management and administrative support expenses increased from $6.3 million
to $8.2 million, or 30%, during the nine months ended December 31, 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 15.1% to 13.8% as a result of the Company's improved
operating leverage resulting from the Company's net revenue growth.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     During the quarter ended June 30, 1998, the Company sold approximately
650,000 shares of Class A Common Stock. Net proceeds to the Company totaling
approximately $15.9 million were realized in April 1998.
 
                                        8
<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 December 31, 1998, the Company
had approximately $9.6 million available under this line of credit.
 
     The Company's billings for the quarter ended December 31, 1998 totaled
$24.6 million. These amounts include billings to clients for out-of-pocket
expenses that are reimbursed by clients and are not included in recognized
revenues. The Company's gross accounts receivable balance of $7.4 million at
December 31, 1998 represents 27 days of billings for the quarter.
 
     In September the Company's Board of Directors authorized the repurchases,
from time to time, of up to one million shares of the Company's Class A Common
Stock. These repurchases were authorized to be made in the open market or in
privately negotiated transactions. At December 31, 1998, the number of shares
purchased under this authorization was 183,800 at an aggregate cost of
$2,595,425. The Company funded 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" or "Y2K"). The Company has conducted an assessment
of the potential impact of the Year 2000 Issue on its operations and mission
critical vendors. In light of the fact that the Company has only been in
existence for a little over five years, the Company's key financial, information
and operating systems have been designed to be Year 2000 compliant without the
need for any modifications or conversions. Accordingly, the Company does not
expect the Year 2000 Issue to have a material effect on the Company's
consolidated financial position, results of operation or cash flows.
 
     The Company has participated in certain projects that involve Y2K issues
for some of its clients. Generally, the Company includes provisions in client
contracts that, among other things, disclaim implied warranties, limit the
duration of express warranties and limit the Company's liability to the amount
of fees paid by the client to the Company in connection with the project. The
Company also maintains insurance to protect against potential liability that may
arise in connection with Y2K issues at its clients. Although the Company has no
reason to believe that any such work will result in litigation against the
Company, it is possible that the Company could be adversely affected by
litigation in connection with these projects that involve Y2K issues. There can
be no assurance that the Company will be able to obtain the desired contractual
protections in agreements, or that any such contractual provisions will prevent
clients from asserting claims against the Company with respect to the Y2K issue.
There can also be no assurance that the contractual protections, if any,
obtained by the Company or the insurance coverage will operate to protect the
Company from, or adequately limit the amount of, any liability arising from
claims asserted against the Company.
 
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
                                        9
<PAGE>   11
 
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.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK SENSITIVE INSTRUMENTS
 
     The Company does not invest excess funds in derivative financial
instruments or other market rate sensitive instruments for the purpose of
managing its foreign currency exchange rate risk.
 
                                       10
<PAGE>   12
 
                           PART II. OTHER INFORMATION
 
ITEM 1 - 4
 
     None
 
ITEM 5 OTHER INFORMATION
 
     On October 16, 1998, the Company extended an offer to all holders, except
for senior executives and directors of the Company, of "out-of-the-money"
options to re-price those options based on current market values. Options to
purchase approximately 1.7 million shares of common stock were cancelled and
reissued with an exercise price of $11.63 per share with vesting commencing on
October 16, the new grant date.
 
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
 
     (a) Exhibits
 
<TABLE>
<S>   <C>  <C>
 3.1  --   Articles of Incorporation (filed as Exhibit 3.1 to the
           Registration Statement on Form S-1 (File No. 333-17785) and
           incorporated herein by reference)
 3.2  --   By-Laws (filed as Exhibit 3.2 to the Registration Statement
           on Form S-1 (File No. 333-17785) and incorporated herein by
           reference)
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>
 
     (b) Reports on Form 8-K
 
          None
 
                                       11
<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.
 
<TABLE>
<S>                                            <C>
                                               DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
Date: February 12, 1999                        By:
                                                   -----------------------------------------
                                                   Melvyn E. Bergstein
                                                   Chairman, Chief Executive Officer and
                                                   Director
 
Date: February 12, 1999                        By:
                                                   -----------------------------------------
                                                   Karl E. Bupp
                                                   Vice President, Chief Financial Officer
                                                   (Principal Financial and Accounting
                                                   Officer)
</TABLE>
 
                                       12
<PAGE>   14
 
                    DIAMOND TECHNOLOGY PARTNERS INCORPORATED
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
  EXHIBIT
    NO.                               DESCRIPTION
  -------                             -----------
<C>      <S>  <C>
    3.3  --   Articles of Incorporation (filed as Exhibit 3.1 to the
              Registration Statement on Form S-1 (File No. 333-17785) and
              incorporated herein by reference)
 
    3.4  --   By-Laws (filed as Exhibit 3.2 to the Registration Statement
              on Form S-1 (File No. 333-17785) and incorporated herein by
              reference)
 
     27  --   Financial Data Schedule (for SEC use only)
 
   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>
 
                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-START>                             APR-01-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          50,285
<SECURITIES>                                         0
<RECEIVABLES>                                    7,415
<ALLOWANCES>                                       302
<INVENTORY>                                          0
<CURRENT-ASSETS>                                59,276
<PP&E>                                           5,564
<DEPRECIATION>                                   2,812
<TOTAL-ASSETS>                                  63,762
<CURRENT-LIABILITIES>                           11,699
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            13
<OTHER-SE>                                      52,050
<TOTAL-LIABILITY-AND-EQUITY>                    63,762
<SALES>                                              0
<TOTAL-REVENUES>                                59,705
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                50,036
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 11,584
<INCOME-TAX>                                     4,555
<INCOME-CONTINUING>                              7,029
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,029
<EPS-PRIMARY>                                      .53
<EPS-DILUTED>                                      .46
        

</TABLE>


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