10-Q

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

Form 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2003
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-22010

THOMAS GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	72-0843540 (I.R.S. Employer Identification No.)
5221 North O'Connor Boulevard Suite 500 Irving, TX 75039-3714 (Address of principal executive offices, including zip code)
(972) 869-3400 (Registrant's telephone number, including area code)

NONE
(Former name, former address and former fiscal year, if changed since last report)

        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 ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        As of August 11, 2003 there were 9,555,662 shares of the registrant's common stock outstanding.

			Page No.
PART I—FINANCIAL INFORMATION
Item 1	—	Financial Statements (unaudited)
		Consolidated Balance Sheets, June 30, 2003 and December 31, 2002	3
		Consolidated Statements of Operations for the Three and Six Month Periods Ended June 30, 2003 and 2002	4
		Consolidated Statements of Cash Flows for the Six Month Periods Ended June 30, 2003 and 2002	5
		Notes to Consolidated Financial Statements	6
Item 2	—	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	—	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4	—	Controls and Procedures	16
PART II—OTHER INFORMATION
Item 6	—	Exhibits and Reports on Form 8-K	17
Signatures			18
Exhibits			19

2

ITEM 1—FINANCIAL STATEMENTS

THOMAS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)

			June 30, 2003			December 31, 2002
ASSETS
Current Assets
	Cash and cash equivalents		$	1,097		$	2,332
	Trade accounts receivable, net of allowances of $45 in 2003 and 2002, respectively			6,014			6,454
	Unbilled receivables			475			32
	Other assets			890			766
		Total Current Assets		8,476			9,584
Property and equipment, net				1,830			2,298
Other assets				216			229
			$	10,522		$	12,111
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts payable and accrued liabilities		$	2,200		$	2,514
	Income taxes payable			372			531
	Revolving line of credit			2,354			2,251
	Current portion of long-term debt			3,974			1,000
	Current maturities of indebtedness to related parties			1,400			71
	Current maturities of other long-term obligations			6			6
		Total Current Liabilities		10,306			6,373
Indebtedness to related parties				—			1,400
Long-term debt				—			3,901
Other long-term obligations				12			20
		Total Liabilities		10,318			11,694
Stockholders' Equity
	Common stock, $.01 par value; 25,000,000 shares authorized; 12,109,538 shares issued and 9,555,662 outstanding in 2003 and 2002, respectively			121			121
	Additional paid-in capital			26,606			26,638
	Accumulated deficit			(3,271	)		(3,090	)
	Accumulated other comprehensive loss			(793	)		(793	)
	Treasury stock, 2,553,876 shares in 2003 and 2002, at cost, respectively			(22,459	)		(22,459	)
		Total Stockholders' Equity		204			417
			$	10,522		$	12,111

See accompanying notes to consolidated financial statements.

3

THOMAS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Consulting revenue before reimbursements	$	6,983		$	8,007		$	14,581		$	16,295
Reimbursements		182			445			325			923
Total revenue		7,165			8,452			14,906			17,218
Cost of sales before reimbursable expenses		3,760			5,112			7,822			11,940
Reimbursable expenses		182			445			325			923
Total cost of sales		3,942			5,557			8,147			12,863
Gross profit		3,223			2,895			6,759			4,355
Selling, general and administrative		3,134			4,526			6,569			10,288
Operating income (loss) before restructuring		89			(1,631	)		190			(5,933	)
Restructuring charges		—			379			—			379
Operating income (loss)		89			(2,010	)		190			(6,312	)
Interest expense		(173	)		(174	)		(372	)		(251	)
Other income, net		3			4			3			18
Loss before income taxes		(81	)		(2,180	)		(179	)		(6,545	)
Income taxes (benefit)		15			139			2			(400	)
Net loss	$	(96	)	$	(2,319	)	$	(181	)	$	(6,145	)
Loss per common share:
Basic and diluted	$	(.01	)	$	(.55	)	$	(.02	)	$	(1.47	)
Weighted average shares:
Basic and diluted		9,555,662			4,192,118			9,555,662			4,180,810

See accompanying notes to consolidated financial statements.

4

THOMAS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

			Six Months Ended June 30,
			2003			2002
Cash Flows From Operating Activities:
Net loss			$	(181	)	$	(6,145	)
Adjustments to reconcile net loss to net cash used in operating activities:
	Depreciation			499			632
	Amortization			9			9
	Amortization of debt discount			73			—
	Bad debt			13			—
	Loss on sale of assets			—			7
	Loss from restructuring activities			—			379
	Other			(4	)		10
	Cancellation of stock option grants			(32	)		(35	)
	Foreign currency (gain) loss			(2	)		93
Change in operating assets and liabilities:
		Decrease in trade accounts receivable		437			3,210
		(Increase) decrease in unbilled receivables		(442	)		18
		(Increase) decrease in other assets		(142	)		1,342
		Decrease in accounts payable and accrued liabilities		(299	)		(1,953	)
		Decrease in income taxes payable		(160	)		(482	)
Net Cash Used In Operating Activities				(231	)		(2,915	)
Cash Flows from Investing Activities:
Proceeds from sale of assets				—			29
Capital expenditures				(29	)		(351	)
Net Cash Used In Investing Activities				(29	)		(322	)
Cash Flows From Financing Activities:
Net advances (repayments)—line of credit				103			(794	)
Advances (repayments) of related party indebtedness				(71	)		1,492
Repayments—other debt				(1,004	)		—
Net Cash Provided By (Used In) Financing Activities				(972	)		698
Effect of Exchange Rate Changes on Cash				(3	)		8
Net Change In Cash				(1,235	)		(2,531	)
Cash and Cash Equivalents:
Beginning of period				2,332			3,821
End of period			$	1,097		$	1,290

See accompanying notes to consolidated financial statements.

5

THOMAS GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

        1.     (a) Basis of Presentation—The unaudited consolidated financial statements of Thomas Group, Inc. (the "Company") include all adjustments, which include only normal recurring adjustments, which are, in the opinion of management, necessary to present fairly the results of operations of the Company for the interim periods presented. The unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company's Form 10-K for the 2002 fiscal year, filed with the Securities and Exchange Commission. The results of operations for the three and six month periods ended June 30, 2003 are not necessarily indicative of the results of operations for the entire year ending December 31, 2003. Certain amounts from prior periods have been reclassified to conform with the 2003 presentation.

                (b)   Stock Based Compensation—The Company grants incentive and non-qualified stock options and has reserved 3,550,000 shares of common stock for issuance under its stock option plans. Options to purchase shares of the Company's common stock have been granted to directors, officers and employees. The majority of the options granted become exercisable at the rate of 20% per year, and generally expire ten years after the date of grant.

        The Company adopted the disclosure provisions of Statement of Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting for Stock Based Compensation." This statement requires the Company to provide pro forma information regarding net income and net income per share as if compensation cost for the Company's stock options had been determined in accordance with the fair value method. The fair value of these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions for 2003 and 2002:

	Six Months Ended June 30,
	2003		2002
Dividend yield	0	%	0	%
Expected volatility	85	%	65	%
Risk free interest rate	3	%	6	%
Expected life (years)	5		5

Had compensation cost for the Company's stock option plans been determined based on the fair value at the grant date consistent with the provisions of SFAS No. 123, the Company's net loss and loss per share would have been reduced to the pro forma amounts indicated below:

		Three Months Ended June 30,						Six Months Ended June 30,
		2003			2002			2003			2002
		In thousands, except per share data
Net loss as reported		$	(96	)	$	(2,319	)	$	(181	)	$	(6,145	)
Deduct: Total stock-based compensation expense determined under fair value based method for all awards			(71	)		(35	)		(177	)		(182	)
Adjusted net loss		$	(167	)	$	(2,354	)	$	(358	)	$	(6,327	)
Loss per share
As reported
	Basic and diluted	$	(.01	)	$	(.55	)	$	(.02	)	$	(1.47	)
As adjusted
	Basic and diluted	$	(.02	)	$	(.56	)	$	(.04	)	$	(1.51	)

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        2.     Financing Agreement—At June 30, 2003, the Company maintained a $7.0 million credit facility, consisting of a $4.0 million term note and a $3.0 million revolving line of credit. All United States assets of the Company and 100% of the outstanding capital voting stock of each foreign subsidiary secure the $7.0 million credit facility. The $4.0 million term note bears interest at prime plus 4%. The $3.0 million revolving line of credit is subject to a borrowing base of 75% applied to the Company's United States trade accounts receivable outstanding less than 90 days. The revolving line of credit bears interest at prime plus 2%.

        The credit facility contains financial covenants, which if breached, could result in the acceleration of amounts owed under the credit facility. The financial covenants require the Company to (1) maintain certain levels of tangible net worth, debt to tangible net worth ratio, minimum levels of EBITDA, (2) avoid two consecutive quarters that generate operating losses, and (3) restrict annual capital expenditures to $300,000. As of June 30, 2003, the Company was not in compliance with certain of its debt covenants, however, the lender has waived all violations through August 31, 2003. Although retained earnings are not restricted by the credit facility, the declaration or payment of dividends is prohibited.

        Contained within the term note is a provision requiring the Company to make term note payments based on second and third quarter 2003 consolidated cash flow from operations. The Company is required to make a term note payment equal to 50% of consolidated cash flow from operations above the stated quarterly targets contained in the term note. This payment is due on or before August 15, 2003 for the second quarter and on of before November 15, 2003 for the third quarter. For the second quarter of 2003 the Company will be required to make a term note payment of $150,000 under this provision.

        At June 30, 2003 the Company had $2.4 million outstanding under the revolving line of credit and $4.0 million outstanding on the term note classified as current liabilities, due to the maturity date of February 2, 2004.

        The Company used the revolving line of credit during the first six months of 2003 to meet working capital requirements.

        3.     Liquidity Plan—Recent operating results and the restructuring of the Company's credit facility give rise to concerns about the Company's ability to generate cash flow from operations sufficient to make scheduled debt payments as they become due and to remain in compliance with its restrictive loan covenants.

        The Company's need to raise additional equity or debt financing and its ability to generate cash flow from operations sufficient to make scheduled payments on its debts as they become due will depend on its future performance and in particular, its ability to successfully implement business and growth strategies. Currently, the Company is seeking financing alternatives to replace its current senior lender, as well as continuing the evaluation of the business on a daily basis to enhance its liquidity position. Such evaluation includes appropriate furlough of its unassigned workforce, staff reductions and the downsizing or subleasing of facilities when necessary.

        The Company's performance will also be affected by prevailing economic conditions. Many of these factors are beyond the Company's control. The Company currently seeks business opportunities in the European, Asia/Pacific and North American regions and is affected by prevailing economic conditions in these regions. In addition, the recent conflict in Iraq, involving the United States military, could potentially have an adverse affect on the Company's liquidity due to the high concentration of United States government contracts, which could result in delays in program operations. If future cash flows and capital resources are insufficient to meet the Company's debt obligations and commitments, the Company may be forced to reduce or delay activities and capital expenditures, obtain additional equity capital or restructure or refinance its debt. In the event the Company is unable to do so, the Company may be left without sufficient liquidity and it may not be able to meet its debt service requirements. In such case, an event of default would occur under the credit facility and could result in

7

all of the Company's indebtedness becoming immediately due and payable. As a result, the Company's senior lender would be able to foreclose on the Company's assets.

        4.     Earnings Per Share—Basic earnings per share is based on the number of weighted average shares outstanding. Diluted earnings per share includes the effect of dilutive securities such as stock options and warrants. The following table reconciles basic earnings per share to diluted earnings per share under the provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share."

		Three Months Ended						Six Months Ended
		2003			2002			2003			2002
		In thousands, except per share data
Numerator:
	Net loss	$	(96	)	$	(2,319	)	$	(181	)	$	(6,145	)
Denominator:
Weighted Average Shares Outstanding:
	Basic		9,556			4,192			9,556			4,181
	Effect of dilutive securities:
	Common stock options and warrants		—			—			—			—
	Diluted		9,556			4,192			9,556			4,181
Loss per share:
	Basic and diluted	$	(.01	)	$	(.55	)	$	(.02	)	$	(1.47	)

        Stock options and warrants outstanding in 2003 and 2002 that are not included in the diluted earnings per share computation due to the antidilutive effects are 2,416,026 and 1,392,525, respectively. Such options and warrants are excluded due to the Company incurring a net loss for all periods presented.

        5.     Significant Clients—The Company recorded revenue from CACI International of $2.6 million and $5.2 million or 38% and 36% of revenue for the three and six month periods ended June 30, 2003. Revenue from CACI International totaled $2.2 million and $4.4 million or 26% and 27% of revenue for the three and six month periods ended June 30, 2002.

        The Company recorded revenue from the United States Navy of $2.2 million and $4.9 million or 32% and 33% of revenue for the three and six month periods ended June 30, 2003.

        In 2002, the Company recorded revenue from Robert Bosch of $3.9 million and $7.6 million or 49% and 47% of revenue for the three and six month periods ended June 30, 2002.

        There were no other clients from whom revenue exceeded 10% of total revenue in the three and six month periods ended June 30, 2003 and 2002, respectively.

        6.     Comprehensive Income or Loss—Comprehensive income or loss includes all changes in equity (foreign currency translation), except those resulting from investments by owners and distributions to owners. For the three and six month periods ended June 30, 2003 and 2002, net loss is the only component of comprehensive income.

        7.     Legal Proceedings—The Company is involved in various claims and other legal matters, such as collection matters initiated by the Company, in the course of conducting its business. The Company believes that neither such claims and legal matters nor the cost of prosecuting and/or defending such claims and legal matters will have a material adverse effect on the Company's consolidated results of operations, financial condition or cash flows. No material claims are currently pending; however, no assurances can be given that future claims, if any, may not be material.

8

        8.     Supplemental Disclosure of Cash Flow Information

	Six Months Ended June 30,
	2003		2002
	In thousands of dollars
Interest paid	$	485	$	166
Taxes paid	$	228	$	1,003

        9.     Segment Data—The Company operates in one industry segment, but conducts its business primarily in three geographic areas: North America, Europe and Asia/Pacific. Information regarding these areas follows:

			Three Months Ended June 30,					Six Months Ended June 30,
			2003		2002			2003			2002
			In thousands of dollars
Revenue before reimbursements:
	North America		$	6,138	$	2,738		$	12,918		$	5,483
	Europe			—		4,377			49			8,840
	Asia/Pacific			845		892			1,614			1,972
		Total revenue before reimbursements	$	6,983	$	8,007		$	14,581		$	16,295
Gross profit (loss):
	North America		$	3,099	$	3,090		$	6,735		$	3,445
	Europe			2		1,354			(115	)		2,708
	Asia/Pacific			122		(1,549	)		139			(1,798	)
		Total gross profit	$	3,223	$	2,895		$	6,759		$	4,355

	June 30, 2003		December 31, 2002
	In thousands of dollars
Long-lived assets:
North America	$	1,676	$	2,065
Europe		118		162
Asia/Pacific		148		187
Corporate		104		113
	$	2,046	$	2,527

9

        10.   Income Taxes—During the three months ended June 2003, the Company recorded income tax expense of $15,000 consisting of $13,000 of state tax expense and $2,000 of foreign income tax expense. For the six months ended June 30, 2003 the Company recorded net income tax expense of $2,000 comprised of $37,000 of state tax expense offset by $35,000 of foreign income tax benefits. Currently, the Company records no net deferred tax assets due to the fact that the Company believes the recovery of its net deferred tax assets is uncertain, given operating losses experienced in recent years. The Company's net deferred tax assets have been offset by a valuation allowance. The net deferred tax assets are still available to the Company and could be used in the future. Utilization of net operating loss carryforwards in the future may be limited if changes in the Company's stock ownership create a change in control as provided in Section 382 of the Internal Revenue Code of 1986, as amended.

        11.   Restructuring—On June 3, 2002, the Company filed a petition with the German government for insolvency of its German subsidiary, giving the insolvency court control of the subsidiary's assets. This action was taken in response to declining revenue and cash flows from the operations of its German subsidiary during 2001 and continuing through 2002. All existing German contracts were completed in the second quarter of 2002, and the German subsidiary had no significant future prospects. On September 1, 2002, the German insolvency court appointed an official receiver for the Company's German subsidiary. The Company continues serving the European market through its operations in Switzerland.

        The loss from liquidation of the German subsidiary is presented in the consolidated statements of operations and consolidated statements of cash flows under the caption "Restructuring charges" and "Loss from restructuring activities", respectively. At June 30, 2002 the Company recorded restructuring charges of $0.4 million.

10

ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        The Company derives the majority of its revenue from monthly fixed and incentive fees for the implementation of its Process Value Management ("PVM") approach. Incentive fees are tied to improvements in a variety of client performance measures typically involving response time, asset utilization and productivity. Due to the Company's use of incentive fee contracts, variations in revenue levels may cause fluctuations in quarterly results. Factors such as a client's commitment to a PVM program, general economic and industry conditions, and other issues could affect a client's business performance, thereby affecting the Company's incentive fee revenue and quarterly earnings. Quarterly revenue and earnings of the Company may also be impacted by the size and timing of starts and completions of individual contracts.

        In addition to its North America operations, the Company has operations in its Europe and Asia/Pacific regions. The majority of contracts in these regions have been denominated using the United States dollar. However, some of the Company's contracts are in the local currency of the client, therefore, the Company is exposed to currency fluctuation risk.

        The following table sets forth the percentages which items in the statement of operations bear to consulting revenue before reimbursements:

	Three Months Ended June 30,				Six Months Ended June 30,
	2003		2002		2003		2002
Consulting revenue before reimbursements	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales before reimbursable expenses	53.8		63.8		53.6		73.3
Gross profit	46.2		36.2		46.4		26.7
Selling, general and administrative	44.9		56.5		45.1		63.1
Operating income (loss) before restructuring	1.3		(20.3	)	1.3		(36.4	)
Restructuring charges	—		4.7		—		2.3
Operating income (loss)	1.3		(25.0	)	1.3		(38.7	)
Interest expense	(2.5	)	(2.2	)	(2.6	)	(1.5	)
Other income, net	—		—		—		0.1
Loss before income taxes	(1.2	)	(27.2	)	(1.3	)	(40.1	)
Income taxes (benefit)	0.2		1.7		—		(2.5	)
Net loss	(1.4	)%	(28.9	)%	(1.3	)%	(37.6	)%

        The Company adheres to a Financial Accounting Standards Board Staff Announcement that requires certain reimbursements received for out-of-pocket expenses incurred be classified in the income statement as revenue. The Company has presented revenue in two components: consulting revenue before reimbursements or "net revenue" and reimbursements. In addition, cost of sales has also been presented in two components: cost of sales before reimbursable expenses or "net cost of sales" and reimbursable expenses.

Three Month Period Ended June 30, 2003 Compared to Three Month Period Ended June 30, 2002

Revenue—Net revenue decreased $1.0 million or 13% to $7.0 million from $8.0 million when comparing the second quarter of 2003 to the second quarter of 2002.

11

        Fixed and incentive fee revenue accounted for 99% and 1% of net revenue, respectively, for the second quarter of 2003. Fixed and incentive fee revenue accounted for 68% and 32% of net revenue, respectively, for the second quarter of 2002.

        North America region revenue increased $3.4 million or 126% to $6.1 million in 2003 from $2.7 million in 2002. The increase in revenue reflects increases in both government and commercial business. Government contract revenue increased to $5.4 million or 135% in 2003 from $2.3 million in 2002, while commercial business increased to $0.7 million or 75% in 2003 from $0.4 million in 2002.

        Asia/Pacific region revenue decreased $47,000 or 11% to $0.8 million in 2003 from $0.9 million in 2002. The slight decrease in revenue reflects revenue from completed contracts in 2002 surpassing revenue from new contracts in 2003.

        The Company was unable to sign any contracts in its Europe region during the second quarter of 2003, primarily due to an adverse economic climate for consulting services. The Company recorded revenue of $4.4 million in 2002, primarily due to $3.9 million in revenue from its major contract with Robert Bosch, which was completed in the first quarter of 2003. The Company continues to pursue revenue opportunities in Europe from its office in Switzerland.

Gross Profit—Gross profit was 46% of net revenue or $3.2 million in 2003 compared to 36% or $2.9 million in 2002. The increase in gross profit is attributable to a decrease of $1.4 million in net cost of sales. The decrease in net cost of sales is related to staff reductions, primarily the furlough of full-time employees not currently assigned to programs, which led to a significant decrease in personnel cost and related travel and telecom costs.

Selling, General and Administrative Expenses—Selling, general and administrative expenses decreased $1.4 million to $3.1 million in 2003 from $4.5 million in 2002. The decrease in selling, general and administrative expenses reflects the absence of $0.4 million in cost related to the Company's financing activities during 2002, primarily in the areas of legal and accounting professional services. Also, the Company was able to reduce its equipment rental cost by $0.2 million, primarily by returning unnecessary laptop computers to the lessor. Office rent and property tax expense decreased $0.2 million, which are attributable to the restructuring in Europe as the Company dissolved its operations in Germany and the revaluation of tax values at Company office facilities. The Company also had savings of $0.3 million in personnel cost, including salaries and related travel and telecom costs related to staff reductions in sales.

Restructuring Charges—During the second quarter of 2002 the Company filed a petition with the German government to dissolve its German subsidiary. Costs for the second quarter of 2002 associated with this filing were $0.4 million. Please see Note 11 to the Company's consolidated financial statements.

Six Month Period Ended June 30, 2003 Compared to Six Month Period Ended June 30, 2002

Revenue—Net revenue decreased $1.7 million or 10% to $14.6 million from $16.3 million when comparing the first half of 2003 with 2002.

        Fixed and incentive fee revenue accounted for 99% and 1% of net revenue, respectively, for the first half of 2003 and 73% and 27% of net revenue, respectively, for the first half of 2002.

        North America region revenue increased $7.4 million or 135% to $12.9 million in 2003 from $5.5 million in 2002. The increase in revenue reflects increases in both government and commercial business. Government contract revenue increased to $10.8 million or 120% in 2003 from $4.9 million in 2002, while commercial business increased to $2.1 million or 250% in 2003 from $0.6 million in 2002.

12

        Asia/Pacific region revenue decreased $0.4 million or 20% to $1.6 million in 2003 from $2.0 million in 2002. The decrease in revenue reflects revenue from completed contracts in 2002 surpassing revenue from new contracts in 2003.

        Europe region revenue decreased to $49,000 or 99% from $8.8 million in 2002. The decrease is attributable to the completion of a significant contract with Robert Bosch, which produced $7.6 million in revenue during the first half of 2002. The Company has been unable to replace this revenue during the first half of 2003.

Gross Profit—Gross profit was 46% of net revenue or $6.8 million in 2003 compared to 27% or $4.4 million in 2002. The increase in gross profit is attributable to a decrease of $4.1 million in net cost of sales. The decrease in net cost of sales is related to staff reductions, primarily the furlough of full-time employees not currently assigned to programs, which led to a significant decrease in personnel cost and related travel and telecom costs.

Selling, General and Administrative—Selling, general and administrative expenses decreased $3.7 million to $6.6 million in 2003 from $10.3 million in 2002. The decrease in selling, general and administrative expenses reflects the reduction in sales personnel, which contributed $2.0 million in cost savings, including salaries and related travel and telecom costs. The absence of cost related to the Company's financing activities during 2002, primarily in the areas of legal and accounting professional services resulted in $0.5 million in cost savings. Also, the Company was able to reduce its equipment rental cost by $0.3 million, primarily by returning unnecessary laptop computers to the lessor. Office rent savings of $0.1 million were realized through the restructuring in Europe as the Company dissolved its operations in Germany. The Company also was able to reduce its other expense items by $0.8 million primarily in the areas of sales training and recruiting, and depreciation expense.

Restructuring Charges—During the second quarter of 2002 the Company filed a petition with the German government to dissolve its German subsidiary. Costs for the first half of 2002 associated with this filing were $0.4 million. Please see Note 11 to the Company's consolidated financial statements.

Liquidity and Capital Resources

        Cash and cash equivalents decreased by $1.2 million in the first six months of 2003 compared to a $2.5 million decrease in the first six months of 2002. The major components of these changes are discussed below:

Cash Flows from Operating Activities—Operating activities used cash of $0.2 million during the first half of 2003 compared to a use of cash of $2.9 million in 2002. The decrease in cash used from operations is due to a significant decrease in the Company's net loss for the period.

Cash Flows from Investing Activities—Cash flows used in investing activities totaled $29,000 during the first half of 2003, primarily for upgrades to computer software. Cash flows used in investing activities for the first half of 2002 totaled $0.3 million for leasehold improvements and capitalization of web site development costs.

Cash Flows from Financing Activities—Cash flows used in financing activities were approximately $1.0 million during the first half of 2003, primarily due to $1.0 million term note payment made to the Company's senior lender as part of a restructuring of the Company's credit facility. Cash flows provided by financing activities were $0.7 million during the first half of 2002 and were due to the obtaining of $1.5 million of subordinated debt offset by $0.8 million of net repayments on the Company's revolving credit facility.

        The Company currently has a stock repurchase plan, which allows the Company to repurchase up to 750,000 shares of the Company's common stock. The Company has approximately 408,000 shares

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available to purchase under this plan. The Company has not purchased any treasury shares since October of 2001.

Financing Agreement

        At June 30, 2003, the Company maintained a $7.0 million credit facility consisting of a $4.0 million term note and a $3.0 million revolving line of credit. All United States assets of the Company and 100% of the outstanding capital voting stock of each foreign subsidiary secure the $7.0 million credit facility. The $4.0 million term note bears interest at prime plus 4%. The $3.0 million revolving line of credit is subject to a borrowing base of 75% applied to the Company's United States trade accounts receivable outstanding less than 90 days. The revolving line of credit bears interest at prime plus 2%.

        The credit facility contains financial covenants, which if breached, could result in the acceleration of amounts owed under the credit facility. The financial covenants require the Company to (1) maintain certain levels of tangible net worth, debt to tangible net worth ratio, minimum levels of EBITDA, (2) to avoid two consecutive quarters that generate operating losses, and (3) restrict annual capital expenditures to $300,000. As of June 30, 2003, the Company was not in compliance with certain of its debt covenants, however, the lender has waived all violations through August 31, 2003. Although retained earnings are not restricted by the credit facility, the declaration or payment of dividends is prohibited.

        Contained within the term note is a provision requiring the Company to make term note payments based on second and third quarter 2003 consolidated cash flow from operations. The Company is required to make a term note payment equal to 50% of consolidated cash flow from operations above the stated quarterly targets contained in the term note. This payment is due on or before August 15, 2003 for the second quarter and on of before November 15, 2003 for the third quarter. For the second quarter of 2003 the Company will be required to make a term note payment of $150,000 under this provision.

        At June 30, 2003 the Company had $2.4 million outstanding under the revolving line of credit and $4.0 million outstanding on the term note classified as current liabilities due to the maturity date of February 2, 2004.

        The Company used the revolving line of credit during the first six months of 2003 to meet working capital requirements.

Liquidity Plan

        Recent operating results and the restructuring of the Company's credit facility give rise to concerns about the Company's ability to generate cash flow from operations sufficient to make scheduled debt payments as they become due and to remain in compliance with its restrictive loan covenants.

        The Company's need to raise additional equity or debt financing and its ability to generate cash flow from operations sufficient to make scheduled payments on its debts as they become due will depend on its future performance and in particular, its ability to successfully implement business and growth strategies. Currently, the Company is seeking financing alternatives to replace its current senior lender, as well as continuing the evaluation of the business on a daily basis to enhance its liquidity position. Such evaluation includes, appropriate furlough of its unassigned workforce, staff reductions and the downsizing or subleasing of facilities when necessary.

        The Company's performance will also be affected by prevailing economic conditions. Many of these factors are beyond the Company's control. The Company currently seeks business opportunities in the European, Asia/Pacific and North American regions and is affected by prevailing economic conditions in these regions. In addition, the recent conflict in Iraq, involving the United States military, could potentially have an adverse affect on the Company's liquidity due to the high concentration of

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United States government contracts, which could result in delays in program operations. If future cash flows and capital resources are insufficient to meet the Company's debt obligations and commitments, the Company may be forced to reduce or delay activities and capital expenditures, obtain additional equity capital or restructure or refinance its debt. In the event the Company is unable to do so, the Company may be left without sufficient liquidity and it may not be able to meet its debt service requirements. In such case, an event of default would occur under the credit facility and could result in all of the Company's indebtedness becoming immediately due and payable. As a result, the Company's senior lender would be able to foreclose on the Company's assets.

Inflation

        Although the operations of the Company are influenced by general economic conditions, the Company does not believe inflation had a material effect on the results of operations during the three and six month periods ended June 30, 2003 and 2002. However, there can be no assurance the Company's business will not be affected by inflation in the future.

"Safe Harbor" Statement Under The Private Securities Litigation Reform Act:

        With the exception of historical information, the matters discussed in this report are "forward looking statements" as that term is defined in Section 21E of the Securities Exchange Act of 1934.

        The Company has identified several important factors which could cause actual results to differ materially from those predicted, including, by way of example:

•

The competitive nature of the management consulting industry in light of new entrants into the industry and the difficulty of differentiating the services offered to potential clients;



•

The time required by prospective clients to fully understand the value and complexity of a typical PVM program may result in an extended lead time to close new business;



•

Performance-oriented fees are earned upon the achievement of improvements in a client's business;



•

The client's commitment to a PVM program and general economic/industry conditions could impact a client's business performance and consequently the Company's ability to forecast the timing and ultimate realization of performance-oriented fees;



•

The ability of the Company to productively re-deploy personnel during program transition periods; and



•

The ability of the Company to create alliances and make acquisitions that are accretive to earnings.

ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        The Company invests cash balances in excess of operating requirements in short-term securities, generally with maturities of 90 days or less. The Company's credit agreement provides for borrowings which bear interest of prime plus 2% on a $3.0 million revolving line of credit and prime plus 4% on a $4.0 million term note. In addition, the Company has subordinated debt financing of $1.4 million, which bears interest of prime plus 6%. Since January 1, 1993, the prime rate has fluctuated between 9.5% and 4.25%. Based on the volatility of the prime rate in recent years, a five percentage point increase in interest rates would have resulted in $150,000 of additional interest expense in the first six months of 2003. The Company had borrowings on its revolving credit facility from time to time during the first six months of 2003, with an outstanding balance of $2.4 million at June 30, 2003. Through August 11, 2003, the Company had additional borrowings of $1.9 million and repayments of $2.7 million. As of August 11, 2003, the Company had $1.6 million of outstanding borrowings on the

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revolving credit facility. The full amount of the term portion of the credit facility of $5.0 million, subsequently reduced to $4.0 million on April 15, 2003, was outstanding during the first six months of 2003.

        Due to the Company's foreign operations in Europe and Asia, the Company is exposed to transaction adjustments with respect to foreign currency. The Company uses the United States dollar as its functional currency.

Under United States dollar functional currency, the financial statements of foreign subsidiaries are remeasured from the recording currency to the United States dollar. The resulting remeasurement adjustment is recorded as foreign exchange gain or loss in the statement of operations. The Company incurred foreign exchange gains of $2,000 for the six month period ended June 30, 2003 and foreign exchange losses of $93,000 for the six month period ended June 30, 2002. At June 30, 2003, the effect of a 10% increase in foreign exchange rates would have resulted in a $85,000 foreign currency exchange loss on the Company's non-United States denominated assets and a $36,000 foreign exchange gain on the Company's non-United States denominated liabilities. As such, the net effect of a 10% increase in the Company's foreign exchange rates, at June 30, 2003, would have been a $49,000 foreign currency exchange loss. The Company believes that transacting business in countries with traditionally stable currencies mitigates the effect of any near-term foreign currency transaction adjustments on the Company's financial position, results of operations and cash flows.

        The Company has not engaged in foreign currency hedging transactions nor does the Company have any derivative financial instruments. However, going forward, the Company will assess the need to enter into hedging transactions to limit its risk due to fluctuations in exchange rates.

ITEM 4. CONTROLS AND PROCEDURES

        Based on the evaluation of the Company's disclosure controls and procedures as of the the end of the period covered by this quarterly report, each of John R. Hamann, the President and Chief Executive Officer, and James T. Taylor, Executive Vice President and Chief Financial Officer, have concluded that, in their judgment, the Company's disclosure controls and procedures are designed to ensure that material information relating to the Company, including the Company's subsidiaries, is accumulated and communicated to the Company's management, including its principal executive and financial officers of the Company or its subsidiaries, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

        There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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THOMAS GROUP, INC.

PART II—OTHER INFORMATION

Item 6—Exhibits and Reports on Form 8-K
	(a)	Exhibits and Reports on Form 8-K
			31.1 Certification pursuant to Section 302 of the Sarbanes—Oxley Act of 2002.
			31.2 Certification pursuant to Section 302 of the Sarbanes—Oxley Act of 2002.
			32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
			32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)	Reports on Form 8-K for the Quarter ending June 30, 2003:

Date of Filing	Subject
August 4, 2003	Press release announcing financial results for the Quarter ended March 31, 2003 (such press release is not incorporated by reference herein or deemed "filed"" within the meaning of Section 18 of the Securities Act of 1933, as amended).

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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.

Thomas Group, Inc. Registrant
August 14, 2003 Date	/s/ John R. Hamann John R. Hamann President and Chief Executive Officer
August 14, 2003 Date	/s/ James T. Taylor James T. Taylor Executive Vice President and Chief Financial Officer

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ITEM 1—FINANCIAL STATEMENTS

THOMAS GROUP, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited)
THOMAS GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share data) (Unaudited)
THOMAS GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
THOMAS GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ITEM 2—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3—QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

SIGNATURES

EX-31.1

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Exhibit 31.1

CERTIFICATIONS

I, John R. Hamann, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Thomas Group, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

(paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986)

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

d)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 14, 2003

/s/ John R. Hamann John R. Hamann
President and Chief Executive Officer

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Exhibit 31.1

CERTIFICATIONS

EX-31.2

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Exhibit 31.2

CERTIFICATIONS

I, James T. Taylor, certify that:

1.

I have reviewed this quarterly report on Form 10-Q of Thomas Group, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

(paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986)

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

d)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: August 14, 2003

/s/ James T. Taylor James T. Taylor
Executive Vice President
and Chief Financial Officer

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Exhibit 31.2

CERTIFICATIONS

EX-32.1

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Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Thomas Group, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John R. Hamann, President and Chief Executive Officer of the Company, certifies that:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John R. Hamann
President and Chief Executive Officer
August 14, 2003

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.2

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Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Thomas Group, Inc.. (the "Company") on Form 10-Q for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James T. Taylor, Vice President, Chief Financial Officer and Secretary of the Company, certifies that:

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James T. Taylor
Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
August 14, 2003

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002