-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L9gDoP+/h75nxTjCoERHFy7uRahqRdCIGMvz7l0Sr7i3UuwGMCarfJq27g840A1M 5RmAOg8bvDNK7/YWMpN9lA== 0000950116-01-500657.txt : 20010815 0000950116-01-500657.hdr.sgml : 20010815 ACCESSION NUMBER: 0000950116-01-500657 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICT GROUP INC CENTRAL INDEX KEY: 0001013149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232458937 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-20807 FILM NUMBER: 1708968 BUSINESS ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047 BUSINESS PHONE: 2157570200 MAIL ADDRESS: STREET 1: 800 TOWN CENTER DR CITY: LANGHORNE STATE: PA ZIP: 19047-1748 10-Q 1 ten-q.txt 10-Q 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 quarterly period ended June 30, 2001 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________________ to ___________________. Commission File Number: 0-20807 ------- ICT GROUP, INC. ----------------------------------------------- (Exact name of registrant as specified in its charter)
Pennsylvania 23-2458937 --------------------------------------------- ----------------------------------- (State or other jurisdiction of incorporation (I.R.S. Employer Identification No.) or organization)
800 Town Center Drive, Langhorne PA 19047 ---------------------------------------- --------------- (Address of principal executive offices) (Zip Code) 215-757-0200 ------------------------------------------- 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. Common Shares, $0.01 par value, 12,177,625 shares outstanding as of August 6, 2001. ICT GROUP, INC. INDEX PART 1 FINANCIAL INFORMATION PAGE Item 1 CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Consolidated Balance Sheets - June 30, 2001 and December 31, 2000 3 Consolidated Statements of Operations - Three months and six months ended June 30, 2001 and 2000 5 Consolidated Statements of Cash Flows - Six months ended June 30, 2001 and 2000 6 Notes to Consolidated Financial Statements 7 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 PART II OTHER INFORMATION Item 1 LEGAL PROCEEDINGS 15 Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 16 Item 6 EXHIBITS AND REPORTS ON FORM 8-K 16 SIGNATURES 17 2 ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, December 31, 2001 2000 ------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 9,804 $ 8,539 Accounts receivable, net 43,339 42,411 Prepaid expenses and other 3,209 3,074 Deferred income taxes 307 307 ------- ------- Total current assets 56,659 54,331 ------- ------- PROPERTY AND EQUIPMENT, net Communications and computer equipment 56,738 54,023 Furniture and fixtures 11,628 11,838 Leasehold improvements 6,930 6,614 ------- ------- 75,296 72,475 Less: Accumulated depreciation and amortization (41,387) (36,315) ------- ------- 33,909 36,160 ------- ------- DEFERRED INCOME TAXES 1,689 1,689 OTHER ASSETS 2,460 1,557 ------- ------- $94,717 $93,737 ======= ======= The accompanying notes are an integral part of these statements. 3 ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
June 30, December 31, 2001 2000 ------- ------------ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Current portion of line of credit $ 4,000 $ 8,500 Current portion of long-term debt -- 4,000 Current portion of capitalized lease obligations 141 292 Accounts payable 8,351 10,433 Accrued expenses 9,426 7,829 ------- ------- Total current liabilities 21,918 31,054 ------- ------- LINE OF CREDIT 13,000 -- ------- ------- LONG-TERM DEBT -- 6,000 ------- ------- SHAREHOLDERS' EQUITY: Preferred stock, $0.01 par value 5,000 shares authorized, none issued -- -- Common Stock, $0.01 par value, 40,000 shares authorized, 12,174 and 12,074 shares issued and outstanding 122 121 Additional paid-in capital 50,010 49,797 Retained earnings 12,581 8,283 Accumulated other comprehensive loss (2,914) (1,518) ------- ------- Total shareholders' equity 59,799 56,683 ------- ------- $94,717 $93,737 ======= =======
The accompanying notes are an integral part of these statements. 4 ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited)
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ------------------------- 2001 2000 2001 2000 ------- ------- -------- ------- NET REVENUES $58,004 $48,126 $115,776 $89,411 ------- ------- -------- ------- OPERATING EXPENSES: Cost of services 32,139 26,929 64,198 50,379 Selling, general and administrative 22,058 18,090 44,186 33,771 ------- ------- -------- ------- 54,197 45,019 108,384 84,150 ------- ------- -------- ------- Operating income 3,807 3,107 7,392 5,261 INTEREST EXPENSE, NET 212 300 570 467 ------- ------- -------- ------- Income before income taxes 3,595 2,807 6,822 4,794 INCOME TAXES 1,330 1,095 2,524 1,870 ------- ------- -------- ------- NET INCOME $ 2,265 $ 1,712 $ 4,298 $ 2,924 ======= ======= ======== ======= EARNINGS PER SHARE: Basic earnings per share $0.19 $0.14 $0.36 $0.25 ======= ======= ======== ======= Diluted earnings per share $0.18 $0.14 $0.34 $0.24 ======= ======= ======== ======= Shares used in computing basic earnings per share 12,130 11,841 12,103 11,824 ======= ======= ======== ======= Shares used in computing diluted earnings per share 12,684 12,361 12,611 12,387 ======= ======= ======== =======
The accompanying notes are an integral part of these statements. 5 ICT GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended June 30, ------------------------- 2001 2000 ------ ------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,298 $2,924 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,117 4,529 (Increase) in: Accounts receivable (928) (7,833) Prepaid expenses and other (135) (290) Other assets (948) (96) Increase (Decrease) in: Accounts payable (2,082) 4,016 Accrued expenses 1,597 1,610 ------ ------ Net cash provided by operating activities 6,919 4,860 ------ ------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment (2,821) (15,069) ------ ------ Net cash used in investing activities (2,821) (15,069) ------ ------ CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings on line of credit 8,500 - Proceeds from long-term-debt - 9,500 Payments on long-term debt (10,000) (2,000) Payments on capitalized lease obligations (151) (331) Proceeds from exercise of stock options 214 184 ------ ------ Net cash provided by (used in) financing activities (1,437) 7,353 ------ ------ EFFECT OF FOREIGN EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS (1,396) (545) ------ ------ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,265 (3,401) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,539 12,239 ------ ------ CASH AND CASH EQUIVALENTS, END OF PERIOD $9,804 $8,838 ====== ======
The accompanying notes are an integral part of these statements. 6 ICT GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1: BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2001 and 2000 are not necessarily indicative of the results that may be expected for the complete fiscal year. For additional information, refer to the consolidated financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2000. Note 2: EARNINGS PER SHARE The Company has presented earnings per share pursuant to Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share," and the Securities and Exchange Commission Staff Accounting Bulletin No. 98. Basic earnings per share ("Basic EPS") is computed by dividing the net income for each period by the weighted average number of shares of Common stock outstanding for each period. Diluted earnings per share ("Diluted EPS") is computed by dividing the net income for each period by the weighted average number of shares of Common stock and Common stock equivalents outstanding for each period. For the six months ended June 30, 2001 and 2000, Common stock equivalents outstanding used in computing Diluted EPS were 508,000 and 560,000 respectively. For the three months ended June 30, 2001 and 2000, Common stock equivalents outstanding used in computing Diluted EPS were 554,000 and 520,000, respectively. For the six months ended June 30, 2001 and 2000, options to purchase 50,500 and 353,000 shares of Common stock were outstanding, but not included in the computation of Diluted EPS as the result would be antidilutive. For the three months ended June 30, 2001 and 2000, options to purchase 30,500 and 365,000 shares of Common stock were outstanding, but not included in the computation of Diluted EPS as the result would be antidilutive. Note 3: COMPREHENSIVE INCOME (LOSS) The Company follows SFAS No. 130, "Reporting Comprehensive Income". This statement requires companies to classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the balance sheet.
Three Months Ended Six Months Ended June 30, June 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Net Income $2,265,000 $1,172,000 $4,298,000 $2,924,000 Foreign currency translation adjustments (207,000) (234,000) (879,000) (332,000) ---------- ---------- ---------- ---------- Comprehensive income $2,058,000 $1,478,000 $3,419,000 $2,592,000 ========== ========== ========== ==========
7 Note 4: OPERATING AND GEOGRAPHIC INFORMATION Under the disclosure requirements of SFAS No. 131, the Company classifies its operations into two business segments: Domestic CRM Services and International CRM Services. Previously, the Company reported disclosure for three operating segments. The Company reassessed its operating segments and determined that two operating segments more appropriately reflect the Company's business operations. Specifically, the Company has combined the previously reported Domestic TeleServices and Customer Management Services segments of its business into a single segment called Domestic CRM Services. The Company has also renamed the International Services segment as International CRM Services. The operating segments are managed separately because each operating segment represents a strategic business unit that offers its services in different geographic markets. Segment assets include amounts specifically identified to each segment. Corporate assets consist primarily of property and equipment. The Domestic CRM Services segment provides inbound and outbound telesales, database marketing, marketing research, contact center consulting, technology hosting, and ongoing customer care management services on behalf of customers operating in the Company's target industries. The International CRM Services segment provides the same services in Europe, Canada, and Australia and includes business conducted by Spantel for the US Hispanic market.
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ---------------------- 2001 2000 2001 2000 ------- ------- -------- ------- Net Revenues: Domestic CRM Services $42,320 $36,644 $ 83,076 $68,624 International CRM Services 15,684 11,482 32,700 20,787 ------- ------- -------- ------- $58,004 $48,126 $115,776 $89,411 ======= ======= ======== ======= Operating Income: Domestic CRM Services $ 1,847 $ 2,166 $ 3,646 $ 4,306 International CRM Services 1,960 941 3,746 955 ------- ------- -------- ------- $ 3,807 $ 3,107 $ 7,392 $ 5,261 ======= ======= ======== ======= Total Assets: Domestic CRM Services $61,501 $65,833 $ 61,501 $65,833 International CRM Services 28,179 22,206 28,179 22,206 Corporate 5,037 5,392 5,037 5,392 ------- ------- -------- ------- $94,717 $93,431 $ 94,717 $93,431 ======= ======= ======== ======= Depreciation and Amortization: Domestic CRM Services $ 1,430 $ 1,293 $ 2,798 $ 2,487 International CRM Services 786 597 1,310 1,175 Corporate 559 527 1,009 871 ------- ------- -------- ------- $ 2,775 $ 2,417 $ 5,117 $ 4,533 ======= ======= ======== ======= Capital Expenditures: Domestic CRM Services $ 1,126 $ 4,870 $ 2,567 $11,670 International CRM Services 811 1,705 (200) 1,914 Corporate 199 860 454 1,485 ------- ------- -------- ------- $ 2,136 $ 7,435 $ 2,821 $15,069 ======= ======= ======== =======
8 The following table represents information about the Company by geographic area:
Three Months Ended Six Months Ended June 30, June 30, ------------------------- ---------------------- 2001 2000 2001 2000 ------- ------- -------- ------- Net Revenues: United States $45,695 $38,487 $ 89,678 $72,191 Canada 6,954 5,999 14,856 10,581 Europe 4,629 2,832 9,671 5,243 Australia 726 808 1,571 1,396 ------- ------- -------- ------- $58,004 $48,126 $115,776 $89,411 ======= ======= ======== ======= Operating Income (loss): United States $ 2,429 $ 2,419 $ 4,760 $ 4,870 Canada 1,219 1,089 2,248 1,111 Europe 292 (218) 651 (452) Australia (133) (183) (267) (268) ------- ------- -------- ------- $ 3,807 $ 3,107 $ 7,392 $ 5,261 ======= ======= ======== ======= Identifiable Assets: United States $66,537 $70,787 $ 66,537 $70,787 Canada 11,717 10,808 11,717 10,808 Europe 14,140 10,636 14,140 10,636 Australia 2,323 1,200 2,323 1,200 ------- ------- -------- ------- $94,717 $93,431 $ 94,717 $93,431 ======= ======= ======== =======
9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS JUNE 30, 2001 GENERAL ICT Group, Inc. (the "Company" or "ICT") is a leading global supplier of customer relationship management (CRM) solutions. The Company provides integrated telesolutions, e-solutions and market solutions helping its clients identify, acquire, retain, service, measure, and maximize the lifetime value of their customer relationships. ICT's telesolutions offering includes outbound telesales and inbound customer support for sales and service applications, domestically and internationally. Its e-solutions offering provides real-time interaction-driven customer support for Internet sales and service applications through Web-enabled customer contact center services, e-mail management and processing, and multi-channel CRM services. Market research, database marketing, and data mining capabilities are available through its market solutions offering, including questionnaire design, telephone interviewing, and data coding, tabulating, and analysis services. The Company's customer management services experience, Internet and CRM technology capabilities and expertise in select target industries enables it to provide its clients with high quality cost-effective solutions. These solutions have been traditionally available from the Company on an outsourced basis, using ICT's customer contact centers, and now the Company provides an option for businesses to purchase or lease them on a hosted or co-sourced basis. Accordingly, ICT has begun offering these services through a hosted arrangement, using the client's staff and facility, or on a co-sourced basis, using both the client's operation and ICT's technologically compatible customer contact centers. To accomplish this, the Company launched iCT ConnectedTouch, LLC in 2000. This wholly-owned subsidiary provides hosted technology solutions and consultative services for in-house CRM sales and service operations. The Company's growth strategy includes the following key elements: [ ] Expand Value-Added Services [ ] Develop Strategic Alliances and Acquisitions [ ] Increase International Presence [ ] Focus on Industry Specialization [ ] Maintain Technology Investment [ ] Continue Commitment to Quality Service [ ] Target the In-Sourced CRM Market [ ] Pursue e-Commerce Opportunities 10 RESULTS OF OPERATIONS Three Months Ended June 30, 2001 and 2000: Net Revenues. Net revenues increased 21% to $58.0 million for the three months ended June 30, 2001 from $48.1 million for the three months ended June 30, 2000. Revenues from the Domestic CRM Services segment increased 15% to $42.3 million from $36.6 million in the three months ending June 30, 2000 and accounted for 73% of company revenues versus 76% for the same period in the prior year. Business from existing clients was flat as growth from certain existing customers was offset by declines with other existing clients. As a result, all of the net growth was from new customers due to the addition of several new contracts. International CRM Services revenues grew 37% to $15.7 million from $11.5 million in the three months ending June 30, 2000 and accounted for 27% of Company revenues versus 24% for the same period in the prior year. Most of the increase was from expanded business with existing customers. Cost of Services. Cost of services, which consist primarily of direct labor and telecommunications costs, increased 19% to $32.1 million for the three months ended June 30, 2001 from $26.9 million in the three months ended June 30, 2000. This increase is primarily the result of increased direct labor and telecommunications costs required to support the increased revenue volume. As a percentage of revenues, cost of services decreased to 55% in the second quarter of 2001 from 56% in the same quarter of 2000 which was primarily the result of a decrease in labor cost per production hour due to productivity improvements and the migration of contact centers to lower cost labor areas. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 22% to $22.1 million for the three months ended June 30, 2001 from $18.1 million for the three months ended June 30, 2000 primarily due to the increased number of contact centers and workstation capacity and additional sales and systems support implemented to support business growth. As a percentage of revenues, selling, general and administrative expenses were 38% for both the three months ended June 30, 2001 and 2000. Interest Expense, net. Net interest expense of $212,000 in the second quarter of 2001 versus $300,000 in the second quarter of 2000, reflects the interest expense related to capital leases and borrowings against the Company's line of credit offset by investment income. The decrease in net interest expense is primarily the result of decreased average outstanding balances on line of credit borrowings to fund capital expenditures in 2001 as compared to 2000, and decreased interest rates. Provision for Income Taxes. Provision for income taxes increased $235,000 to $1.3 million for the second quarter of 2001 from $1.1 million in the second quarter of 2000. For the second quarter of 2001, the provision for income taxes was approximately 37% of income before income taxes. For the second quarter of 2000, the provision for income taxes was approximately 39% of income before income taxes. RESULTS OF OPERATIONS Six Months Ended June 30, 2001 and 2000: Net Revenues. Net revenues increased 29% to $115.8 million for the six months ended June 30, 2001 from $89.4 million for the six months ended June 30, 2000. Revenues from the Domestic CRM Services segment increased 21% to $83.1 million from $68.6 million in the six months ending June 30, 2000 and accounted for 72% of company revenues versus 77% for the same period in the prior year. Business from existing clients was flat as growth from certain existing customers was offset by declines with other existing clients. As a result, all of the net growth was from new customers due to the addition of several new contracts. International CRM Services revenues grew 57% to $32.7 million from $20.8 million in the six months ending June 30, 2000 and accounted for 28% of Company revenues versus 23% for the same period in the prior year. Most of the increase was from expanded business with existing customers. 11 Cost of Services. Cost of services, which consist primarily of direct labor and telecommunications costs, increased 27% to $64.2 million for the six months ended June 30, 2001 from $50.4 million in the six months ended June 30, 2000. This increase is primarily the result of increased direct labor and telecommunications costs required to support the increased revenue volume. As a percentage of revenues, cost of services decreased to 55% in the first six months of 2001 from 56% in the same period of 2000 which was primarily the result of a decrease in labor cost per production hour due to productivity improvements and the migration of contact centers to lower cost labor areas. Selling, General and Administrative Expenses. Selling, general and administrative expenses increased 31% to $44.2 million for the six months ended June 30, 2001 from $33.8 million for the six months ended June 30, 2000 due to the increased number of contact centers and workstation capacity and additional sales and systems support implemented to support business growth. As a percentage of revenues, selling, general and administrative expenses were 38% for both the six months ended June 30, 2001 and 2000. Interest Expense, net. Net interest expense of $570,000 in the first six months of 2001 versus $467,000 in the first six months of 2000, reflects the interest expense related to capital leases and borrowings against the Company's line of credit for capital expansion offset by investment income. The increase in net interest expense is primarily the result of increased average outstanding balances on borrowings in 2001 as compared to 2000, partially offset by lower interest rates. Provision for Income Taxes. Provision for income taxes increased $654,000 to $2.5 million for the first six months of 2001 from $1.9 million in the first six months of 2000. For the first six months of 2001, the provision for income taxes was approximately 37% of income before income taxes. For the first six months of 2000, the provision for income taxes was approximately 39% of income before income taxes. Quarterly Results and Seasonality The Company has experienced and expects to continue to experience significant quarterly variations in operating results, principally as a result of the timing of client programs, the commencement and expiration of contracts, the timing and amount of new business generated by the Company, the Company's revenue mix, the timing of additional selling, general and administrative expenses to support the growth and development of existing and new business units and competitive industry conditions. Historically, the Company's business tends to be strongest in the second and fourth quarters due to the high level of client sales activity in the spring and prior to the holiday season. In the first quarter, CRM Services business generally levels off or slows from the previous quarter as a result of reduced client sales activity and client transitions to new marketing programs during the first quarter of the calendar year. Historically, the Company has expanded its operations in the first quarter to support anticipated business growth beginning in the second quarter, however growth in the second quarter of 2001 was somewhat constrained by the slowing growth in our International CRM Services business. Demand for the Company's services typically slows or decreases in the third quarter as the volume of business decreases during the summer months. In addition, the Company's operating expenses increase during the third quarter in anticipation of higher demand for its services during the fourth quarter. 12 Liquidity and Capital Resources Cash provided by operating activities was $6.9 million for the six months ended June 30, 2001 versus $4.9 million of cash provided by operating activities for the six months ended June 30, 2000. The approximate $2.0 million increase is the result of higher net income in the first six months of 2001 compared to the first six months of 2000, and a slowing of the growth in accounts receivable partially offset by a decrease in accounts payable. In the second quarter of 2000, revenues grew 24% compared to revenues in the fourth quarter of 1999 causing an increase in accounts receivable of $7.8 million for the six months ending June 30, 2000. Revenues in the second quarter of 2001 were flat compared to fourth quarter 2000 revenues, resulting in lower growth of accounts receivable for the six months ending June 30, 2001. Part of this decrease in the growth was offset by a decrease in accounts payable as spending for capital expenditures is down significantly in the six months ending June 30, 2001 compared to spending for the six months ending June 30, 2000. Cash used in investing activities was $2.8 million for the six months ended June 30, 2001 compared to $15.1 million for the first half of 2000. The decrease over the prior year is attributable to a lower investment in capital expenditures and the decision to utilize operating leases as a means to finance a portion of the capital additions. Approximately $4.8 million of capital expenditures were financed by operating leases in the first six months of 2001 versus none in the first six months of 2000. Also, in the first six months of 2000 a significant investment was made in software licenses for iCT ConnectedTouch, LLC, the Company's wholly owned subsidiary that provides hosted technology solutions and consultative services for in-house CRM service operations. The Company added 167 workstations in the first six months of 2001, and operates 6,088 workstations at June 30, 2001. In the first six months of 2000 the Company added 751 workstations, and operated 4,919 workstations at June 30, 2000. Cash used in financing activities was $1.4 million for the six months ended June 30, 2001 versus cash provided by financing activities of $7.4 million for the comparable 2000 period. The $8.8 million decrease is due to the significantly lower capital expenditures in the first six months of 2001 versus the comparable 2000 period. Consequently, the Company paid down debt of $1.5 million during the first six months of 2001 versus net borrowing of $7.5 million in the first six months of 2000. The Company's operations will continue to require significant capital expenditures. Historically, equipment purchases have been financed through cash generated from operations, the Company's line of credit, operating leases, and through capitalized lease obligations with various equipment vendors and lending institutions. The capitalized lease obligations are payable in varying installments through 2001. Outstanding obligations under capitalized leases at June 30, 2001 were $141,000. At June 30, 2001, $17.0 million was outstanding under the Company's line of credit. On April 26, 2001, the Company announced it had secured a new three-year $85 million revolving credit facility from five banks. This facility replaced the existing $45 million credit facility which was due to expire in the third quarter of 2001. The Company believes that cash on hand, together with cash flow generated from operations, the availability of operating leases, and funds available under the new credit facility will be sufficient to finance its current operations and planned capital expenditures at least into 2003. In January 2001, the Company signed a lease for a new corporate headquarters facility. The lease is scheduled to commence in February 2002, is for approximately 105,000 square feet, and has a term of 15 years. Minimum annual rent in the first year of the lease is $2,325,600 and increases by 2% per year throughout the lease term. Recent Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB Statement No. 133", which was adopted by the Company on January 1, 2001, provides a comprehensive and consistent standard for the recognition and measurement of derivatives and hedging activities. The Company does not currently hold derivative instruments or engage in hedging activities, and as such, the adoption of this pronouncement did not have any impact on the Company's financial position or results of operations. 13 In December 1999, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 ("SAB 101"). This pronouncement provides the staff's views in applying generally accepted accounting principles to selected revenue recognition issues. Accordingly, guidance is provided with respect to the recognition, presentation and disclosure of revenue in the financial statements. Adoption of SAB 101, as amended by SAB Nos. 101A and 101B, was effective in the fourth quarter of 2000. The adoption had no effect on the Company's financial condition or results of operations. 14 FORWARD LOOKING STATEMENTS This document contains certain forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include certain information relating to outsourcing trends as well as other trends in the CRM services and the overall domestic economy, the Company's business strategy including the markets in which it operates, the services it provides, its ability to attract new clients and the customers it targets, the benefits of certain technologies the Company has acquired or plans to acquire and the investment it plans to make in technology, the Company's plans regarding international expansion, the implementation of quality standards, the seasonality of the Company's business, variations in operating results and liquidity, as well as information contained elsewhere in this document where statements are preceded by, followed by or include the words "believes," "plans," "intends," "expects," "anticipates" or similar expressions. For such statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document are subject to risks and uncertainties that could cause the assumptions underlying such forward-looking statements and the actual results to differ materially from those expressed in or implied by the statements. The most important factors that could prevent the Company from achieving its goals--and cause the assumptions underlying the forward-looking statements and the actual results of the Company to differ materially from those expressed in or implied by those forward-looking statements--include, but are not limited to, the following: (i) the competitive nature of the CRM services industry and the ability of the Company to continue to distinguish its services from other CRM service companies and other marketing activities on the basis of quality, effectiveness, reliability and value; (ii) economic conditions which could alter the desire of businesses to outsource certain sales and service functions and the ability of the Company to obtain additional contracts to manage outsourced sales and service functions; (iii) the ability of the Company to offer value-added services to businesses in its targeted industries and the ability of the Company to benefit from its industry specialization strategy; (iv) risks associated with investments and operations in foreign countries including, but not limited to, those related to relevant local economic conditions, exchange rate fluctuations, relevant local regulatory requirements, political factors, generally higher telecommunications costs, barriers to the repatriation of earnings and potentially adverse tax consequences; (v) technology risks including the ability of the Company to select or develop new and enhanced technology on a timely basis, anticipate and respond to technological shifts and implement new technology to remain competitive; (vi) the ability of the Company to successfully identify, complete and integrate strategic acquisitions that expand or complement its business; and (vii) the results of operations which depend on numerous factors including, but not limited to, the timing of clients' teleservices campaigns, the commencement and expiration of contracts, the timing and amount of new business generated by the Company, the Company's revenue mix, the timing of additional selling, general and administrative expenses and the general competitive conditions in the CRM services industry and the overall economy. PART II. OTHER INFORMATION Item 1. Legal Proceedings From time to time, the Company is involved in litigation incidental to its business. In the opinion of management, no litigation to which the Company is currently a party is likely to have a material adverse effect on the Company's results of operations, financial condition or liquidity, if decided adversely to the Company. As previously reported by the Company, on October 23, 1997, a shareholder, purporting to act on behalf of a class of ICT shareholders filed a complaint in the United States District Court for the Eastern District of Pennsylvania against the Company and certain of its directors. The complaint alleges that the defendants violated the federal securities laws, and seeks compensatory and other damages, including rescission of stock purchases made by the plaintiff and other class members in connection with the Company's initial 15 public offering effective June 14, 1996. The defendants believe the complaint is without merit, deny all of the allegations of wrongdoing and are vigorously defending the suit. On February 2, 1998, the defendants filed a motion to dismiss the complaint. On May 19, 1998, the complaint was dismissed by a judge for the United States District Court for the Eastern District of Pennsylvania with leave to plaintiff to file an amended complaint on narrow accounting allegations. On June 22, 1998, plaintiffs filed a First Amended Class Action Complaint purporting to bring negligence claims in connection with the Company's initial public offering. The defendants continue to deny all allegations of wrongdoing, believe the amended complaint is without merit and are vigorously defending the suit. On November 3, 1998, the court granted a motion appointing Rowan Klein and Michael Mandat as lead plaintiffs. On February 2, 1999, the court dismissed the case without prejudice, directing that the case remain in status quo, that the statute of limitations be tolled and that the parties continue with discovery and advise the court if assistance by the court is needed. Since that time the defendants filed a motion for summary judgement seeking to have the case dismissed on the grounds that there is no material issue of fact. Plaintiffs filed a response in opposition to defendant's motion and also filed a motion to have the matter certified as a class action. In September 2000, the Court entered orders dismissing the defendants motion for summary judgement and plaintiffs motion for class certification without prejudice, with leave to re-file such motions upon the completion of discovery. The Company anticipates that further discovery will be conducted. As previously reported by the Company, on July 12, 1996 Main Street Marketing of America Incorporated ("Main Street Marketing") brought a demand for arbitration against the Company in the Commonwealth of Pennsylvania before the American Arbitration Association claiming damages as a result of the Company's alleged breach of a service agreement under which the Company provided Main Street Marketing with various data entry, data processing and customer support services relating to Main Street Marketing's magazine subscription program during 1995 and 1996. Main Street Marketing alleged that the Company committed various breaches of the service agreement and demanded a monetary award in excess of $15 million. The Company responded to this demand for arbitration by denying liability and filing a counterclaim in the amount of $125,000. The arbitration hearing in this matter commenced on July 30, 2001. Prior to the completion of the hearing, Main Street Marketing and the Company agreed to settle and finally resolve all claims of the parties and to release each other from any further liability with respect thereto. Item 4. Submission of Matters to a Vote of Security Holders The Company's 2001 Annual Meeting of Shareholders was held on May 22, 2001. At the meeting, the following items were submitted to a vote of shareholders. (A) The following nominees were elected to serve on the Board of Directors: Name of Nominee Votes Cast For Votes Withheld --------------- -------------- -------------- Bernard Somers 11,327,774 9,320 Seth J. Lehr 11,327,774 9,320 Donald P. Brennan is a director continuing in office with his term expiring in 2002. John J. Brennan and John A. Stoops are directors continuing in office with their terms expiring in 2003. (B) The appointment of Arthur Andersen LLP as independent public accountants of the company for 2001 was ratified with 11,325,299 votes for, 11,595 votes against and 200 abstentions. Item 6. Exhibits and Reports on Form 8-K (a) The registrant was not required to file any reports on Form 8-K for the three months ended June 30, 2001. 16 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, hereunto duly authorized. ICT GROUP, INC. Date: August 14, 2001 By: /s/ John J. Brennan ------------------- John J. Brennan Chairman, President and Chief Executive Officer Date: August 14, 2001 By: /s/ Vincent A. Paccapaniccia ---------------------------- Vincent A. Paccapaniccia Senior Vice President, Finance and Administration, Chief Financial Officer and Assistant Secretary 17 -----END PRIVACY-ENHANCED MESSAGE-----