-----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, LkFnpMGXvWtjF0XNNeq8A6LdtrxcUCuMKGukRo7cuBmtAzgxa6LIKlnEqNlJWaKr UzCy2RvIqLRmVDbmK2v8Pg== 0000899243-00-001342.txt : 20000516 0000899243-00-001342.hdr.sgml : 20000516 ACCESSION NUMBER: 0000899243-00-001342 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DA CONSULTING GROUP INC CENTRAL INDEX KEY: 0001051209 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 760418488 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24055 FILM NUMBER: 632138 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE RD STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7133613000 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE RD STREET 2: STE 3700 CITY: HOUSTON STATE: TX ZIP: 77057 10-Q 1 QUARTER ENDED MARCH 31, 2000 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000. 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: 00-24055 DA CONSULTING GROUP, INC. (Exact name of registrant as specified in its charter) Texas 76-0418488 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5847 San Felipe Road, Suite 3700 Houston, Texas 77057 (Address of principal executive offices) Registrant's telephone number, including area code: (713) 361-3000 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 [_] NUMBER OF SHARES OUTSTANDING OF COMMON STOCK AS OF May 12, 2000 - - 6,418,604 ================================================================================ DA CONSULTING GROUP, INC. INDEX PART I FINANCIAL INFORMATION
Page No. -------- Item 1. Financial Statements Condensed Consolidated Balance Sheet as of December 31, 1999 and March 31, 2000 (unaudited)........................................... 3 Condensed Consolidated Statements of Operations for the Three Months ended March 31, 1999 and 2000 (unaudited)...................................... 4 Condensed Consolidated Statement of Cash Flows for the Three Months ended March 31, 1999 and 2000 (unaudited)...................................... 5 Notes to Condensed Consolidated Financial Statements (unaudited).......... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................ 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk................ 10
PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K......................................... 11 Signatures......................................................................... 11
2 PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DA CONSULTING GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts)
December 31, March 31, 1999 2000 ------------ ---------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents................................................... $ 3,406 $ 3,012 Short-term investments...................................................... 2,389 -- Accounts receivable: Trade, net............................................. 8,578 4,946 Unbilled revenue............................................................ 434 635 Income taxes receivable..................................................... 2,979 2,142 Deferred tax asset.......................................................... 445 445 Prepaid expenses and other current assets................................... 456 594 ------- ------- Total current assets...................................................... 18,687 11,774 ------- ------- Property and equipment, net................................................. 12,368 10,581 Other assets................................................................ -- 151 Deferred tax asset.......................................................... 1,464 4,836 Intangible assets, net...................................................... 399 395 ------- ------- Total assets..................................................... $32,918 $27,737 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable............................................................ $ 1,955 $ 2,463 Accrued expenses............................................................ 5,613 7,113 Revolving line of credit.................................................... -- 489 Deferred income............................................................. 112 67 ------- ------- Total current liabilities.................................................. 7,680 10,132 ------- ------- Commitments and contingencies Shareholders' equity: Preferred stock, $0.01 par value: 10,000,000 shares authorized.............. - - Common stock, $0.01 par value: 40,000,000 shares authorized; 6,571,777 65 65 shares issued; 6,418,604 shares outstanding at December 31, 1999 and....... March 31, 2000............................................................. Additional paid-in capital.................................................. 29,355 29,355 Accumulated deficit......................................................... (1,865) (9,334) Accumulated other comprehensive loss....................................... (795) (959) Treasury stock, at cost: 153,173 shares at December 31, 1999 and March 31, 2000............................................................. (1,522) (1,522) ------- ------- Total shareholders' equity................................................. 25,238 17,605 ------- ------- Total liabilities and shareholders' equity.......................... $32,918 $27,737 ======= =======
The accompanying notes are an integral part of the condensed consolidated financial statements. 3 DA CONSULTING GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 1999 2000 -------- -------- Revenue................................................. $24,129 $ 6,369 Cost of revenue......................................... 11,586 5,928 ------- -------- Gross profit.......................................... 12,543 441 Selling and marketing expense........................... 1,864 1,418 Development expense..................................... 640 469 General and administrative expense...................... 7,822 6,118 Restructuring charge.................................... -- 3,354 ------- -------- Operating income(loss)................................ 2,217 (10,918) Interest income, net.................................... 140 26 Other expense, net...................................... (36) - ------- -------- Total other (expense) income, net...................... 104 26 ------- -------- Income (loss) before taxes............................ 2,321 (10,892) Provision (benefit) for income taxes.................... 853 (3,423) ------- -------- Net income (loss).................................... $ 1,468 $ (7,469) ======= ======== Basic earnings(loss) per share.......................... $ 0.22 $ (1.16) Weighted average shares outstanding..................... 6,546 6,418 Diluted earnings (loss) per share....................... $ 0.22 $ (1.16) Weighted average shares outstanding..................... 6,737 6,418 The accompanying notes are an integral part of the condensed consolidated financial statements. 4 DA CONSULTING GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Three Months Ended March 31, ------------------------------- 1999 2000 ---------- ----------- Cash flows from operating activities: Net income (loss)............................................................. $ 1,468 $(7,469) Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization............................................... 439 852 Deferred income taxes....................................................... 36 (3,371) Write-down of fixed assets and reserve for leasehold abandonment............. -- 1,935 Changes in operating assets and liabilities: Accounts receivable and unbilled revenue................................. (7,032) 3,431 Income tax receivable.................................................... 1,232 837 Prepaid expenses and other current assets................................ (675) (138) Other assets............................................................. 52 (151) Accounts payable and accrued expenses.................................... (110) 1,072 Deferred income.......................................................... (157) (45) Income taxes payable..................................................... (298) -- ------- ------- Total adjustments.................................................. (6,513) 4,421 ------- ------- Net cash used in operating activities................ (5,045) (3,047) ------- ------- Cash flows from investing activities: Sales of short-term investments............................................... 6,218 2,389 Purchases of short-term investments........................................... (2,260) -- Purchases of property and equipment........................................... (2,887) (61) ------- ------- Net cash (used in) provided by investing activities................ 1,071 2,328 ------- ------- Cash flows from financing activities: -- -- ------- ------- Proceeds from revolving line of credit........................................ -- 489 ------- ------- Net cash provided by financing activities.......................... -- 489 ------- ------- Effect of changes in foreign currency exchange rates on cash and cash equivalents................................................................... (99) (164) ------- ------- Net decrease in cash and cash equivalents.......................... (4,073) (394) Cash and cash equivalents at beginning of period................................ 9,971 3,406 ------- ------- Cash and cash equivalents at end of period...................................... $ 5,898 $ 3,012 ======= ======= Supplemental disclosure of non-cash activities: Issuance of accounts payable to acquire common stock........................ $ 866 $ -- ======= =======
The accompanying notes are an integral part of the condensed consolidated financial statements. 5 DA CONSULTING GROUP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) ORGANIZATION AND BUSINESS DA Consulting Group, Inc. and its subsidiaries (the "Company") is an international provider of education for employees of companies implementing business information technology. (2) BASIS OF PRESENTATION The unaudited condensed consolidated financial statements included herein have been prepared by the Company without an audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted, pursuant to such rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and the notes thereto as of and for the year ended December 31, 1999, included in the Company's Annual Report on Form 10-K. The unaudited condensed consolidated financial information included herein reflects all adjustments, consisting only of normal recurring adjustments, which are necessary, in the opinion of management for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods presented. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year. (3) RESTRUCTURING CHARGE During the three-month period ended March 31, 2000, the Company implemented a plan to address the recent dramatic decline in training and documentation activity for enterprise resource planning implementations. The plan consisted of regional base consolidations and downsizing of billable and non-billable personnel. Charges included the costs of involuntary employee termination benefits, write-down of certain fixed assets and reserves for leasehold abandonment. The reduction in workforce consisted of 60 billable consultants and 44 non-billable administrative personnel. Substantially all of the employee terminations were completed during the first quarter. The Company recognized approximately $1.5 million attributable to involuntary employee termination benefits during the quarter, of which $0.7 million was paid during the three months ended March 31, 2000. In addition the Company has reserved approximately $0.9 million related to the abandonment of leases and approximately $1.0 million related to the writedown of leasehold improvements, furniture and equipment held by its Americas division. The Company believes the plan will be fully implemented by the end of the second quarter and that the provision is adequate to cover the future costs attributable to this plan. 6 (4) COMPREHENSIVE INCOME Comprehensive income is comprised of two components: net income and other comprehensive income. Other comprehensive income refers to revenues, expenses, gains and losses that under generally accepted accounting principles are recorded as an element of stockholder's equity and are excluded from net income. Other comprehensive income is comprised of foreign currency translation adjustments from international subsidiaries. The components of comprehensive income are listed below: Three Months Ended March 31, --------------------- (in thousands) 1999 2000 ------ -------- Net income (loss).............................. $1,468 $(7,469) Other comprehensive loss....................... (99) (164) ------ ------- Comprehensive income (loss).................... $1,369 $(7,633) ====== ======= (5) EARNINGS PER SHARE Basic earnings per share has been computed based on the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share includes the number of shares issuable upon exercise of stock options, less the number of shares that could have been repurchased with the exercise proceeds, using the treasury stock method. The following table summarizes the Company's computation of earnings (loss) per share for the three month period ended March 31, 1999 and 2000 (in thousands, except per share amounts): Three Months Ended March 31, ------------------- 1999 2000 ------ -------- Basic earnings (loss) per share.................. $ 0.22 $ (1.16) ====== ======= Net income (loss)................................ $1,468 $(7,469) ====== ======= Weighted average shares outstanding.............. 6,546 6,418 Computation of diluted earnings per share: Common shares issuable under outstanding stock options....................................... 910 - Less shares assumed repurchased with proceeds from exercise of stock options................ (719) - ------ ------- Adjusted weighted average shares outstanding... 6,737 6,418 ====== ======= Diluted earnings (loss) per share................ $ 0.22 $ (1.16) ====== ======= Approximately 963,000 antidilutive options were excluded from the calculation of diluted loss per share for the three months ended March 31, 2000. 7 (6) GEOGRAPHIC FINANCIAL DATA Revenues and operating income (loss) from the Company's operations are presented below by operating division.
Europe, Middle East (In thousands) Americas & Africa Asia Pacific Total --------- ----------- ------------ ------ Three Months Ended March 31, 1999 Revenues............................. $15,203 $ 7,157 $ 1,769 $ 24,129 Operating income (loss).............. 1,437 980 (200) 2,217 Three Months Ended March 31, 2000 Revenues............................. 1,993 3,229 1,147 6,369 Operating loss....................... (8,174) (1,600) (1,144) (10,918)
DA CONSULTING GROUP, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company is an international provider of education for employees of companies which are implementing business information technology. The Company provides customized change communications, education and performance support services designed to maximize its clients' returns on their substantial investments in business information technology. Recognizing the global nature of its existing and prospective client base, the Company has built a substantial international presence. The Company is currently organized into three divisions: the Americas Division, which includes its North, South, and Central America operations; the EMEA Division, which includes its Europe, Middle East, and Africa operations; and the Asia Pacific Division, which includes its Australia and Asia operations. RESULTS OF OPERATIONS. Three Months ended March 31, 1999 Compared to Three Months ended March 31, 2000 Revenue. Revenue decreased by $17.8 million, or 73.6%, from $24.1 million in the first quarter of 1999 to $6.4 million in the first quarter of 2000, reflecting decreases in volume of services and a decrease in bill rates. Revenues from the Americas Division decreased by 86.9% from $15.2 million to $2.0 million; revenues from the EMEA Division decreased by 54.9% from $7.2 million to $3.2 million; and revenues from the Asia Pacific Division decreased by 35.2% from $1.8 million to $1.1 million. The Company ended the first quarter with 402 total employees, down from 913 employees at the end of the same period of the prior year. Revenue for the first quarter of 2000 was 22.9% less than revenue in the fourth quarter of 1999 due to the continued slowdown in the market for complex computer software and to the postponement of several projects as clients focused on Year 2000 readiness. While the market for enterprise resource planning software began recovering in the fourth quarter of 1999, the Company expects its revenues to begin recovery in the second quarter of 2000, as historically, the Company's revenues lag the software sale by six months. Gross profit. Gross profit decreased by $12.1 million, or 96.5%, from $12.5 million in the first quarter of 1999 to $441,000 in the first quarter of 2000 and decreased as a percent of revenue from 52.0% in the first quarter of 1999 to 6.9% in the first quarter of 2000. The decrease in the gross profit margin percentage is primarily attributable to decreased staff utilization and lower hourly bill rates. 8 Selling and marketing expense. Selling and marketing expense decreased $446,000 or 23.9%, from $1.9 million in the first quarter of 1999 to $1.4 million in the first quarter of 2000. The decrease is the result of cost reduction measures taken during the first quarter of 2000 and reduced commissions expense related to the reduced level of sales in the first quarter of 2000 as compared to the same period of 1999. Development expense. Development expense decreased $171,000, or 26.7%, from $640,000 in the first quarter of 1999 to $469,000 in the first quarter of 2000. Primary expenditures for development in the first quarter of 2000 were for preparation of tools for the 4.6 SAP upgrade and development of the Company's proprietary web based learning system. The decrease in costs during the first quarter of 2000 is due to reduced headcount as a result of cost containment plans implemented during the latter half of 1999 and the first quarter of 2000. General and administrative expense. General and administrative expense decreased by $1.7 million, or 21.8%, from $7.8 million in the first quarter of 1999 to $6.1 million in the first quarter of 2000. The decrease in expense is due primarily to a reduction in headcount in the areas of finance, administration and human resources as a result of the cost containment plans implemented during the latter half of 1999 and the first quarter of 2000. Restructuring charge. During the three-month period ended March 31, 2000, the Company implemented a plan to address the recent dramatic decline in training and documentation activity for enterprise resource planning implementations. The plan consisted of regional base consolidations and downsizing of billable and non-billable personnel. Charges included the costs of involuntary employee termination benefits, write-down of certain fixed assets and reserves for leasehold abandonment. The reduction in workforce consisted of 60 billable consultants and 44 non-billable administrative personnel. Substantially all of the employee terminations were completed during the first quarter. The Company recognized approximately $1.5 million attributable to involuntary employee termination benefits during the quarter, of which $0.7 million was paid during the three months ended March 31, 2000. In addition the Company has reserved approximately $0.9 million related to the abandonment of leases and approximately $1.0 million related to the writedown of certain fixed assets. The Company believes the provision is adequate to cover the future costs attributable to implementation of the current plan. Operating income (loss). Operating income decreased from $2.2 million in the first quarter of 1999 to an operating loss of $10.9 million in the first quarter of 2000. This decrease resulted from rapid decreases in revenues resulting in lower expense coverage as compared to the revenues in the first quarter of 1999. Other income (expense) net. Other income (expense), net changed from income of $104,000 in the first quarter of 1999 to income of $26,000 in the first quarter of 2000. Interest income, net changed from income of $140,000 in the first quarter of 1999 to income of $26,000 in the first quarter of 2000. The decrease in interest income is due to lower cash balances available for investment during the first quarter of 2000. Provision (benefit) for income taxes. The Company's effective tax rate was 36.8% in the first quarter of 1999 compared to 31.4% in the first quarter of 2000. The effective rate for the first quarter of 2000 is the result of nondeductible permanent items and different tax rates in different tax jurisdictions. Net income (loss). The Company's net income decreased by $9.0 million from $1.5 million in the first quarter of 1999 to a net loss of $7.5 million in the first quarter of 2000 for reasons discussed above. Diluted earnings per share decreased from $0.22 in the first quarter of 1999 to a loss per share of $1.16 in the first quarter of 2000. LIQUIDITY AND CAPITAL RESOURCES Since its inception, the Company has historically financed its operations and growth with cash flow from operations, supplemented by the issuance of Common Stock and by short-term borrowings under revolving line of credit arrangements. 9 The Company's cash and cash equivalents were $3.0 million at March 31, 2000, compared to $3.4 million at December 31, 1999. The Company's working capital was $1.6 million at March 31, 2000 and $11.0 million at December 31, 1999. The Company's operating activities required cash of $3.0 million for the three months ended March 31, 2000, compared to $5.0 million used in operations for the same period in 1999. The decrease in cash used in operations resulted primarily from operating losses incurred in the first quarter of 2000 offset by a reduction in accounts receivable and an increase in accrued expenses. Investing activities provided cash of $2.3 million in the three months ended March 31, 2000, compared to cash provided of $1.1 million for the same period in 1999. During the first quarter of 2000, $2.4 million was provided by the sale of short-term investments. During the same period of 1999 the Company had net sales of short-term investments of $4.0 million, which was offset in part by $2.9 million of purchases of property and equipment. Financing activities provided cash of $489,000 for the three months ended March 31, 2000 as a result of a drawdown on a short term line of credit during the quarter. The Company has an agreement with a bank, which provides for financing of eligible U.S. accounts receivable under a purchase and sale agreement. The maximum funds available under this agreement is $5 million. As of March 31, 2000, the Company had sold $255,000 of receivables pursuant to this agreement. During March 2000, the Company obtained a credit facility from a bank with a maximum line of credit of approximately $800,000, secured by eligible foreign accounts receivable. Capital expenditures for the 2000 have been scaled back significantly due to a temporary decline in the market for the Company's services. The Company believes its current cash balances, receivable-based financings and cash provided by future operations will be sufficient to meet the Company's current working capital and cash needs. However, there can be no assurance that such sources of funds will be sufficient to meet these future expenses. The Company may seek additional financing through a private placement of equity. The Company's need for additional financing will be principally dependent on the degree of market demand for the Company's services. There can be no assurance that the Company will be able to obtain any such additional financing on acceptable terms, if at all. FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains certain statements that are not historical facts which constitute forward-looking statements within the meaning of the Private Securities Legislation Reform Act of 1995 which provides a safe harbor for forward-looking statements. These forward-looking statements are subject to substantial risks and uncertainties that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. When used in this Report, the words "anticipate," "believe," "expect" and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Actual future results and trends may differ materially from historical results as a result of certain factors, including but not limited to: dependence on SAP AG and the ERP software market, risks associated with management of a geographically dispersed organization, fluctuating quarterly results, the need to attract and retain professional employees, substantial competition, dependence on key personnel, risks associated with management of growth, rapid technological change, limited protection of proprietary expertise, methodologies and software, as well as those set forth in the Risk Factors section and Management's Discussion and Analysis section in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company from time to time, holds short-term investments, which consist of variable rate municipal debt instruments. The Company uses a sensitivity analysis technique to evaluate the hypothetical effect that changes in 10 market interest rates may have on the fair value of the Company's investments. At March 31, 2000, the Company did not hold any short term investments. DA CONSULTING GROUP, INC. PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the reporting period ended March 31, 2000. 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. DA CONSULTING GROUP, INC. (Registrant) Dated: May 12, 2000 By: /s/ John E. Mitchell ------------------------------------- John E. Mitchell President and Chief Executive Officer By: /s/ Dennis C. Fairchild ------------------------------------ Dennis C. Fairchild Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 3,012 0 6,608 (1,662) 0 11,774 15,381 (4,800) 27,737 10,132 0 0 0 65 (1,522) 27,737 6,369 6,369 5,928 5,928 11,359 0 0 (10,892) (3,424) (7,469) 0 0 0 (7,469) (1.16) (1.16)
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