Washington, DC 20549
FORM 10-Q
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(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 26, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
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Commission File Number 0-23651 |
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First Consulting Group, Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
95-3539020 |
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(State or other jurisdiction of |
(I.R.S. Employer |
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111 W. Ocean Blvd., 4th Floor, Long Beach, CA 90802 |
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(Address of principal executive offices including zip code) |
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(562) 624-5200 |
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(Registrant’s telephone number, including area code) |
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(Former name, former address and former fiscal year, if changed since last report) |
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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 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 ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Common Stock, $.001 par value |
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25,946,072 |
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(Class) |
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(Outstanding at October 24, 2003) |
First Consulting Group, Inc.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
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2
First Consulting Group, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)
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September
26, |
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December
27, |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
22,725 |
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$ |
27,550 |
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Short-term investments |
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33,742 |
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38,796 |
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Accounts receivable, less allowance of $1,901 and $1,899 in the periods ended September 26, 2003 and December 27, 2002, respectively |
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23,392 |
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36,889 |
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Unbilled receivables |
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14,927 |
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13,264 |
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Deferred income taxes |
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6,163 |
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6,198 |
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Prepaid expenses and other current assets |
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1,894 |
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2,110 |
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Total current assets |
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102,843 |
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124,807 |
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Notes receivable – stockholders |
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594 |
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657 |
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Long-term investments |
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3,219 |
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2,200 |
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Property and equipment: |
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Furniture, equipment, and leasehold improvements |
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5,533 |
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7,505 |
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Information systems equipment |
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23,532 |
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21,123 |
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29,065 |
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28,628 |
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Less accumulated depreciation and amortization |
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19,645 |
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20,104 |
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9,420 |
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8,524 |
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Other assets: |
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Executive benefit trust |
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5,818 |
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6,059 |
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Long-term account receivable |
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6,189 |
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8,059 |
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Deferred income taxes |
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9,018 |
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3,147 |
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Goodwill, net |
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15,076 |
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3,282 |
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Intangibles, net |
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4,671 |
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214 |
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Other |
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1,474 |
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360 |
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42,246 |
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21,121 |
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Total assets |
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$ |
158,322 |
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$ |
157,309 |
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The accompanying notes are an integral part of these financial statements.
3
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September
26, |
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December
27, |
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(unaudited) |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
2,888 |
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$ |
1,652 |
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Accrued liabilities |
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16,935 |
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14,660 |
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Accrued restructuring |
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8,184 |
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7,578 |
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Accrued vacation |
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7,208 |
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6,868 |
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Accrued incentive compensation |
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2,081 |
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2,328 |
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Customer advances |
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6,714 |
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7,877 |
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Total current liabilities |
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44,010 |
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40,963 |
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Non-current liabilities: |
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Supplemental executive retirement plan |
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5,937 |
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6,351 |
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Minority interest |
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443 |
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2,023 |
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Total non-current liabilities |
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6,380 |
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8,374 |
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Commitments and contingencies |
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— |
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— |
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Stockholders’ equity: |
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Preferred Stock, $.001 par value; 9,500,000 shares authorized, no shares issued and outstanding |
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— |
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Series A Junior Participating Preferred Stock, $.001 par value; 500,000 shares authorized, no shares issued and outstanding |
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— |
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Common Stock, $.001 par value; 50,000,000 shares authorized, 25,934,536 and 24,073,089 shares issued and outstanding at September 26, 2003 and December 27, 2002, respectively |
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26 |
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24 |
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Additional paid-in capital |
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101,791 |
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92,461 |
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Retained earnings |
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7,860 |
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17,853 |
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Deferred compensation-stock incentive agreements |
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(409 |
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(621 |
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Notes receivable-stockholders |
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(732 |
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(1,076 |
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Accumulated other comprehensive loss |
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(604 |
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(669 |
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