1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 0-22010

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

DELAWARE 72-0843540
(State or other jurisdiction of incorporation or organization) (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)

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NONE
(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 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 [_]

As of July 30, 1999 the following number of shares of the registrant's
stock were outstanding:

Common Stock 4,826,928
Class B Common Stock 3,970
---------
Total 4,830,898
=========

2
THOMAS GROUP, INC.

PART I - FINANCIAL INFORMATION

PAGE NO.

Item 1 - Financial Statements (unaudited)
Consolidated Balance Sheets, June 30, 1999 and
December 31, 1998....................................... 3
Consolidated Statements of Operations for the Three Months and
Six Months Ended June 30, 1999 and 1998................. 4
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 1999 and 1998.................................. 5
Notes to Consolidated Financial Statements.................. 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 9

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K.......................... 15

2
3

ITEM I - FINANCIAL STATEMENTS

THOMAS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

JUNE 30, DECEMBER 31,
ASSETS 1999 1998
--------- ------------

Current Assets
Cash and cash equivalents ................................................. $ 9,610 $ 6,376
Trade accounts receivable, net of allowances of $396 ...................... 9,564 11,239
Unbilled receivables ...................................................... 380 740
Income tax receivable ..................................................... 1,793 --
Deferred tax asset ........................................................ 1,973 2,331
Other assets .............................................................. 675 405
-------- --------
Total Current Assets ................................................... 23,995 21,091
-------- --------
Property and Equipment, net .................................................. 3,014 3,627
Deferred Tax Asset ........................................................... 287 2,519
Other Assets ................................................................. 3,288 4,394
-------- --------
$ 30,584 $ 31,631
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities .................................. $ 5,532 $ 6,028
Income taxes payable ...................................................... -- 602
Advance payments .......................................................... -- 532
Current maturities of long-term obligations ............................... 199 329
-------- --------
Total Current Liabilities .............................................. 5,731 7,491
Long-Term Obligations ........................................................ 3,056 2,928
-------- --------
Total Liabilities ...................................................... 8,787 10,419
-------- --------

Commitments and Contingencies

Stockholders' Equity
Common Stock, $.01 par value; 25,000,000 shares authorized;
6,535,241 and 6,536,416 shares issued and outstanding .................. 65 65
Additional paid-in capital ................................................ 23,020 22,699
Retained earnings ......................................................... 15,802 13,654
Accumulated other comprehensive income - foreign currency translation ..... (943) (482)
Treasury stock, 1,725,349 and 1,558,849 shares of Common, at cost ......... (16,147) (14,724)
-------- --------
Total Stockholders' Equity ............................................. 21,797 21,212
-------- --------
$ 30,584 $ 31,631
======== ========

See accompanying notes to consolidated financial statements.

3
4

THOMAS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------- ----------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------

Revenue ........................................... $ 15,752 $ 16,565 $ 30,462 $ 32,211
Cost of Sales ............................... 8,875 10,076 17,734 19,801
---------- ---------- ---------- ----------
Gross Margin ...................................... 6,877 6,489 12,728 12,410
Selling, General and Administrative ......... 4,640 14,035 9,217 19,311
---------- ---------- ---------- ----------
Operating Income (Loss) ........................... 2,237 (7,546) 3,511 (6,901)
Interest Income (Expense), Net .................... 29 (90) 66 (61)
---------- ---------- ---------- ----------
Income (Loss) from Continuing Operations Before
Income Tax .................................. 2,266 (7,636) 3,577 (6,962)
Income Tax (Benefit) .............................. 905 (2,905) 1,429 (2,635)
---------- ---------- ---------- ----------
Income (Loss) from Continuing Operations .......... 1,361 (4,731) 2,148 (4,327)
---------- ---------- ---------- ----------
Discontinued Operations:
Loss from Operations, net of income tax ........... -- (350) -- (1,092)
Estimated (Loss) on disposal, including provision
for operating losses through disposal date, net
of income tax .................................. -- (2,905) -- (2,905)
---------- ---------- ---------- ----------
Net Income (Loss) ................................. $ 1,361 $ (7,986) $ 2,148 $ (8,324)
========== ========== ========== ==========

Earnings (Loss) per common share:
Basic:
Income (Loss) from Continuing Operations .......... $ 0.28 $ (0.94) $ 0.43 $ (0.77)
Discontinued Operations:
Loss from Operations ............................ -- (0.07) -- (0.19)
Estimated Loss on Disposal ...................... -- (0.58) -- (0.52)
---------- ---------- ---------- ----------
Net Income (Loss) per share ....................... $ 0.28 $ (1.59) $ 0.43 $ (1.48)
========== ========== ========== ==========

Diluted:
Income from Continuing Operations ................. $ 0.28 -- $ 0.43 --
Discontinued Operations:
Loss from Operations ............................ -- -- -- --
Estimated Loss on Disposal ...................... -- -- -- --
---------- ---------- ---------- ----------
Net Income per share .............................. $ 0.28 -- $ 0.43 --
========== ========== ========== ==========

Weighted average shares:
Basic ............................................. 4,895,870 5,031,498 4,950,961 5,634,525
Diluted ........................................... 4,938,479 -- 5,008,766 --

See accompanying notes to consolidated financial statements.

4
5

THOMAS GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

------------------------------------------------------------------------------

SIX MONTHS ENDED
JUNE 30,
---------------------
1999 1998
-------- --------

Cash Flows From Operating Activities:
Net income (loss) from continuing operations ............................................... $ 2,148 $ (4,327)
Adjustments to reconcile net income (loss) from continuing operations to net cash
from operating activities
Depreciation and amortization .................................................... 791 785
Provision for write-down of assets ............................................... -- 3,602
Deferred taxes ................................................................... 2,877 (3,384)
Gain (loss) on disposal of property .............................................. (3) 36
Other ............................................................................ 146 146
Change in operating assets and liabilities
(Increase) decrease in trade accounts receivable ............................ 1,557 (3,505)
(Increase) decrease in income tax receivable ................................ (1,793) --
(Increase) decrease in unbilled receivables ................................. 360 835
(Increase) decrease in other assets ......................................... 539 1,371
Increase (decrease) in accounts payable and accrued liabilities ............. (571) 2,897
Increase (decrease) in advance payments ..................................... (532) --
Increase (decrease) in income taxes payable ................................. (606) (761)
-------- --------
Net Cash Provided By (Used In) Operating Activities .................... 4,913 (2,305)

Cash Flows From Investing Activities:
Capital expenditures ....................................................................... (190) (402)
-------- --------
Net Cash Used In Investing Activities .................................. (190) (402)

Cash Flows From Financing Activities:
Purchase of treasury stock ................................................................. (1,423) (10,605)
Proceeds from exercise of stock options .................................................... 112 350
Other long-term obligations ................................................................ 128 (81)
Advances - line of credit .................................................................. -- 22,589
Repayment - line of credit ................................................................. -- (19,408)
Net repayments from (advances to) affiliates ............................................... -- 2,274
-------- --------
Net Cash Used In Financing Activities .................................. (1,183) (4,881)

Effect of Exchange Rate Changes on Cash ........................................................ (306) (78)
-------- --------
Net cash provided by (used in) continuing operations ........................................... 3,234 (7,666)
Discontinued Operations:
Net cash used in operating activities ................................................ -- (1,238)
-------- --------

Net increase (decrease) in cash and cash equivalents ........................................... 3,234 (8,904)

Cash and Cash Equivalents:
Beginning of period ........................................................................ 6,376 11,254
-------- --------
End of period .............................................................................. $ 9,610 $ 2,350
======== ========

See accompanying notes to consolidated financial statements.

5
6

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

1. 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
1998 Annual Report to Stockholders. The results of operations for the three and
six-month periods ended June 30, 1999 are not necessarily indicative of the
results of operations for the entire year ending December 31, 1999. Certain
consolidated financial statement amounts have been reclassified from the
previously reported financial statements in order to conform with the current
presentation.

2. Earnings Per Share - Basic earnings per share is based on the
number of weighted average shares outstanding. 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."

The following illustrates the reconciliation of the numerators and denominators
of the basic and diluted earnings per share computations:

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- --------------------
In thousands, except per share data 1999 1998 1999 1998
-------- -------- -------- --------

NUMERATOR:
Income (Loss) available to Common
Stockholders ......................... $ 1,361 $(7,986) $ 2,148 $ (8,324)
======== ======== ======== ========

DENOMINATOR:
Weighted Average Shares Outstanding:
Basic ..................................... 4,895.9 5,031.5 4,951.0 5,634.5

Effect of Dilutive Securities:
Common Stock Options .............. 42.9 150.1 57.8 126.7
-------- -------- -------- --------

Diluted ................................... 4,938.7 5,181.6 5,008.8 5,761.2
======== ======== ======== ========

EARNINGS (LOSS) PER SHARE:
Basic ........................................ $ 0.28 $(1.59) $ 0.43 $ (1.48)
Diluted ...................................... $ 0.28 -- $ 0.43 --

6
7

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

3. Deferred Taxes - As a result of the restructuring charges and
losses from discontinued operations recognized in the second quarter of 1998,
the Company maintains deferred tax assets of $2.3 million at June 30, 1999.
Utilization of the deferred tax asset is dependent on future taxable income in
excess of existing taxable temporary differences. The asset has been recognized
because management believes it is more likely than not that the deferred tax
asset will be utilized in future years. This conclusion is based on the belief
that current and future levels of taxable income will be sufficient to realize
the benefits of the deferred tax asset on domestic operations.

4. Significant Clients - The Company recorded revenue from one client
of $4.7 million, or 29.8% of total revenue, and $9.7 million, or 31.8% of total
revenue, during the three and six months ended June 30, 1999, respectively.
Revenue from the same client totaled $4.4 million, or 26.7% of total revenue,
and $7.3 million, or 22.7% of total revenue for the three and six months ended
June 30, 1998, respectively. The Company recorded revenue from a second client
of $1.8 million, or 11.4% of total revenue during the three months ended June
30, 1999. There was no other client from which revenue exceeded 10% of total
revenue in the three or six-month periods ended June 30, 1999 or June 30, 1998.

5. Comprehensive Income - In the first quarter of 1998, the Company
adopted Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income. Comprehensive income includes all changes in equity
(foreign currency translation) except those resulting from investments by
owners and distributions to owners.

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
In thousands of dollars 1999 1998 1999 1998

Net income ............................... $ 1,361 $(7,986) $ 2,148 $(8,324)
Decrease in other comprehensive income ... (243) (45) (461) (119)
------- ------- ------- -------
Comprehensive income (loss) ............. $ 1,118 $(8,031) $ 1,687 $(8,443)
======= ======= ======= =======

6. Revolving Credit Agreement - The Company previously maintained a
$20 million revolving credit agreement with Comerica Bank. Terms of the
agreement provided for a $1 million per quarter reduction in available credit
beginning in 1999. In April 1999 the Company amended the agreement to reduce
the maximum available borrowings to $15 million with no quarterly reduction.
The agreement is in place to provide funding for potential future operating
cash requirements or business expansion purposes. Loans under this agreement
bear interest at the prime rate or other similar interest options. There has
been no utilization of the credit facility during the first half of 1999.

7. Litigation - The Company is subject to various claims and other
legal matters, described below, in the course of conducting its business. The
Company believes that neither such claims and other legal matters nor the cost
of prosecuting and/or defending such claims and other legal matters will have a
material adverse effect on the Company's consolidated results of operations,
financial condition or cash flows.

On April 28, 1999 a judgment was entered in all matters in favor of the Company
in the legal action Creative Dimensions in Management, Inc. v. Thomas Group,
Inc. This manner arose out of disputes under two agreements between the Company
and Creative Dimensions in Management, Inc., a small private company with whom
the Company had an alliance.

7
8

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

and consulting agreement in connection with the Company's purchase of Interlink
Technologies ("Interlink"). As a result of losses sustained by its subsidiary,
the Company asserted claims in the Texas action against Ron Blevins and Mike
Smith, the former owners of Interlink, for breach of contract and fraudulent
misrepresentation.

The Texas federal action was transferred to Ohio and consolidated with the Ohio
federal action. The trial date has been set for October 26, 1999. The Company
believes the former owners' claims have no merit, and it is the Company's
intention to vigorously pursue its own claims against the former owners of
Interlink, as well as vigorously defend against the former owners' claims.

The Company is party to a legal action styled Philip R. Thomas and Wayne
Heirtzler Thomas v. Thomas Group, Inc., before the U.S. District Court, Middle
District of Louisiana, consolidated with another action styled Thomas Group of
Louisiana, Inc. v. Philip R. Thomas and Wayne Heirtzler Thomas. Mr. and Mrs.
Thomas sought to "enforce leases" and seized, under a writ of sequestration,
movable assets at the Company's CEO Center in Louisiana. No damages were
alleged by Mr. and Mrs. Thomas. The second suit was filed against Mr. and Mrs.
Thomas by a subsidiary of the Company, seeking to dissolve the writ of
sequestration and asserting a claim for damages. A hearing was held on February
2, 1999 on the motions of the Company and its subsidiary to dissolve the writ
of sequestration, and the court has lifted the sequestration order. The Company
has amended its complaint in this action, to seek a declaratory judgment from
the federal court that the Company is not in default under any of the leases
relating to the Louisiana property.

The Company is party to an arbitration proceeding with the former Chairman and
CEO of the Company, styled Thomas Group, Inc. v. Philip Thomas. The Company
timely paid Mr. Thomas all benefits due him under his written employment
agreement, including a $1.8 million severance payment, yet Mr. Thomas has
demanded additional compensation and retirement benefits. On December 18, 1998,
the Company initiated this proceeding before the American Arbitration
Association in Dallas, Texas pursuant to an arbitration clause in Mr. Thomas'
employment agreement. On December 31, 1998, Mr. Thomas filed suit in Dallas
County District Court in an action styled Philip R. Thomas v. Thomas Group,
Inc. The Company moved to stay the litigation based on the parties' written
agreement to arbitrate, and the litigation has been stayed. The Company
believes Mr. Thomas' claims have no merit, vigorously contests Mr. Thomas'
claims, and is seeking a determination that Mr. Thomas is owed nothing further
as a result of his employment relationship with the Company.

8. Supplemental Disclosure of Cash Flow Information

SIX MONTHS ENDED
JUNE 30,
------------------
1999 1998
-------- ------

Interest paid............................. $ 22 $ 124
Income taxes paid......................... $658 $1,965

8
9

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

OVERVIEW

The Company derives the majority of its revenue from monthly fixed and
incentive fees for the implementation of Total Cycle Time and other business
improvement programs. Incentive fees are tied to improvements in a variety of
client performance measures typically involving response time, asset
utilization, productivity and profitability. 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 Total Cycle Time
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.

UNLESS OTHERWISE STATED, THE DISCUSSION THAT FOLLOWS PERTAINS TO CONTINUING
OPERATIONS ONLY.

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

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
1999 1998 1999 1998
------- ------- ------ ------

Revenue ...................................... 100.0% 100.0% 100.0% 100.0%
Cost of Sales .......................... 56.3 60.8 58.2 61.5
----- ------ ------ -----
Gross Margin ................................. 43.7 39.2 41.8 38.5
Selling, General and Administrative ... 29.5 26.3 30.3 29.9
Restructuring costs .................... -- 58.4 -- 30.0
----- ------ ------ -----
Operating Income (Loss) ...................... 14.2 (45.5) 11.5 (21.4)
Interest Income (Expense), Net ............... 0.2 (0.5) 0.2 (0.2)
----- ------ ------ -----
Income (Loss) from Continuing Operations
Before Income Taxes .......................... 14.4 (46.0) 11.7 (21.6)
Income Taxes (Benefit) ....................... 5.8 (17.5) 4.7 (8.2)
----- ------ ------ -----
Income (Loss) from Continuing Operations ..... 8.6% (28.5)% 7.0% (13.4)%
===== ====== ====== =====

The following table sets forth the Company's revenue by geographic
distribution:

THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -------------------
1999 1998 1999 1998
------- ------- ------- --------

Business Improvement Programs
United States ................. $ 8,834 $11,567 $19,266 $22,222
Europe ........................ 5,287 4,088 8,153 8,200
Asia/Pacific .................. 1,631 910 3,043 1,789
------- ------- ------- -------
Total Revenue .................... $15,752 $16,565 $30,462 $32,211
======= ======= ======= =======

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10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

REVENUE - Revenue from continuing operations decreased 4.9% in the second
quarter of 1999 from the second quarter of 1998. This revenue decrease resulted
from a $0.6 million decline in fixed fee revenue and a $0.2 million decline in
incentive revenue. Fixed fee and incentive revenue represent 78.9% and 21.1% of
revenue, respectively, for the second quarter of 1999 and 78.6% and 21.4% of
revenue, respectively, for the second quarter of 1998.

The United States component of revenue decreased 23.6% due to contract
completions exceeding new contract start-ups. European revenue increased 29.3%
due to $1.0 million in incentive fees received from a contract that ended in
December 1998. Asia/Pacific revenue increased 79.2% due to new contracts
started in 1999.

GROSS PROFIT - Gross profit was 43.7% of revenue in the second quarter of 1999
compared to 39.2% of revenue in the second quarter of 1998. This increase in
percentage was primarily the result of the use of part-time Resultants(SM) in
1999 who are compensated only when they are working on client assignments.
Average full-time Resultants(SM) headcount decreased from 174 in the second
quarter of 1998 to 152 in the second quarter of 1999. The use of part-time
professionals is intended to reduce the volatility of the Company's profit
margin in the event of a reduction in the number of active contracts.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - Selling, general and
administrative expenses consist of all operating expenses not directly
associated with the generation of revenue. A significant portion of selling,
general and administrative expenses are for corporate personnel (including
corporate officers), non-program-related travel and entertainment, corporate
facilities costs, and professional and legal costs. In the second quarter of
1998, selling, general and administrative expenses also include restructuring
cost of $9.7 million.

Selling, general and administrative expenses, excluding the restructuring
charge, as a percentage of total revenue increased to 29.5% in the first
quarter of 1999 from 26.3% in the second quarter of 1998. The increase in
percentage is primarily due to a $0.5 million increase in legal fees related to
three legal issues. In April 1999 the Company received a favorable judgment in
one action and the related legal fees have ceased. Management anticipates
favorable rulings in the remaining actions. There is also a potential that some
of the legal fees may be partially covered by insurance; however, no provision
for reimbursement has been recognized at June 30, 1999. The Company is
currently in discussion with its liability insurers. The 1998 restructuring
costs of $9.7 million included approximately $3.0 million for personnel
reduction costs and $6.7 million for the write-down of leasehold improvements
and other costs associated with underutilized and unnecessary facilities.

DISCONTINUED OPERATIONS - In the second quarter of 1998, the Company announced
its plan to dispose of its Information Technologies business segment. The
Company recorded an after tax charge of approximately $2.9 million as the
estimated loss on disposal of the segment, including estimated operating losses
during the phase-out period. Terms of the sale required a revision to the
estimated loss on disposal and an additional $0.4 million after tax charge was
recorded in the third quarter of 1998. The Company realized a loss of $0.7
million net of tax in the first quarter of 1998 as a result of the operations
of the discontinued segment.

OTHER - The Company's effective tax rate was 40% in the second quarter of 1999,
as compared to the 38% rate in the second quarter of 1998. The increase is
attributable to certain 1998 adjustments made to accommodate the restructuring
charge and discontinued operations and a change in the mix of domestic and
foreign revenue sources.

RESULTS OF OPERATIONS - Net income in the second quarter of 1999 was $1.4
million, or $0.28 per share, an increase of $6.1 million compared to a net loss
of $4.7 million, or $0.94 per share, in the second quarter of 1998. Excluding
the restructuring and non-recurring charges, net income in the quarter ended
June 30, 1998 was $1.3 million, or $0.24 per share.

10
11
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

REVENUE - Revenue decreased approximately 5.4% in the first half of 1999
compared to the first half of 1998. The decrease consisted of a $0.5 million
increase in fixed fee revenue and a $2.3 million decrease in incentive revenue.
Fixed fee and incentive revenue represent 84.4% and 15.6%, respectively, of
revenue in the first half of 1999 and 78.3% and 21.7% of revenue, respectively,
in the first half of 1998.

The United States component of revenue decreased 13.3%, primarily as a result
of contract completions in the second half of 1998. Asia/Pacific revenue
increased 70.1% for the comparable period due to the increased referenceability
of the Company in the region which has been converted to four new contracts
since the end of 1998.

GROSS PROFIT - Gross profit was 41.8% of revenue in the first half of 1999
compared to 38.5% of revenue in the first half of 1998. This increase was
primarily the result of the use of part-time Resultants(SM) in 1999 who are
compensated only when they are working on client assignments. The use of
part-time professionals is intended to reduce the volatility of the Company's
profit margin in the event of a reduction in the number of active contracts.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES - In the six months ended June 30,
1998 selling, general and administrative expenses include restructuring costs
and other nonrecurring personnel costs totalling $10.4 million.

Selling, general and administrative expense, excluding the restructuring
charge, as a percentage of total revenue increased to 30.3% in the first half
of 1999 from 29.9% in the first half of 1998. On an absolute basis, selling,
general and administrative expense decreased $0.4 million, primarily the result
of costs associated with the departure of three senior level managers in the
first quarter of 1998. The full effect of these cost-cutting measures are
partially offset by increased legal costs due to various legal actions. (See
Litigation later in this discussion.)

DISCONTINUED OPERATIONS - In the second quarter of 1998, the Company announced
its plan to dispose of its Information Technologies business segment. The
Company recorded an after tax charge of approximately $2.9 million as the
estimated loss on disposal of the segment, including estimated operating losses
during the phase-out period. Terms of the sale required a revision to the
estimated loss on disposal and an additional $0.4 million after tax charge was
recorded in the third quarter of 1998 resulting in a total charge of $3.3
million as the estimate loss on disposal of the segment for 1998. The Company
realized a loss of $1.1 million net of tax in the first quarter of 1998 as a
result of the operations of the discontinued segment.

OTHER - The Company's effective tax rate was 40% in the first half of 1999, as
compared to the 38% rate in the first half of 1998. The increase is
attributable to certain adjustments made to accommodate the restructuring
charge and discontinued operations.

As a result of the restructuring charges and losses from discontinued
operations recognized in the second quarter of 1998, the Company maintains
deferred tax assets of $2.3 million and an income tax receivable of $1.8
million at June 30, 1999. The income tax receivable is to be applied to current
year tax liability. The deferred tax asset will be applied to future tax
liabilities. Utilization of the deferred tax asset and receivable is dependent
on future taxable profits in excess of existing taxable temporary differences.
At a tax rate of 40% the Company needs to realize pre-tax income of $6.8
million in the next five years to fully realize the total tax benefit of $4.1
million. Assuming margins remain equivalent to historical levels, business
under commitment (backlog) at June 30, 1999 should produce income before taxes
of approximately $6 million in the next two years. Management believes that
closing sufficient additional revenue to generate $1 million of additional
income before taxes in the next two years is highly likely. The Company will
continue in future periods to evaluate the realizability of the tax assets and
make necessary adjustments through charges to expense should projected future
taxable income be insufficient to realize the benefit of the tax assets.

11
12
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS - Net income in the first half of 1999 was $2.1 million,
or $0.43 per share, an increase of $6.5 million from a net loss of $4.3
million, or $0.77 per share, in the first half of 1998.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents increased by $3.2 million in the first half of 1999
compared to a $8.9 million decrease in the first half of 1998. The major
components of these changes are discussed below:

CASH FLOWS FROM OPERATING ACTIVITIES - Operating activities provided cash of
$4.9 million in the first half of 1999 compared to a use of cash of $2.3
million in the first half of 1998. Accounts receivable balances more than 30
days past due were $1.6 million at June 30, 1999, compared to $2.0 million at
December 31, 1998 and $1.5 million at June 30, 1998. Days sales outstanding in
accounts receivable was 53 days at December 31, 1998 and June 30, 1999.

CASH FLOWS FROM INVESTING ACTIVITIES - Cash flows used in investing activities
totaled $0.2 million in the first half of 1999 and were attributable to office
facilities and miscellaneous equipment. Capital expenditures for the comparable
period of the prior year were primarily for the purchase of computers and
network computing equipment.

CASH FLOWS FROM FINANCING ACTIVITIES - In February 1999, the Board of Directors
of the Company approved a stock repurchase plan for up to 250,000 shares of
Common Stock of the Company. Shares are purchased in the open market. During
the first half of 1999, the Company purchased 166,000 shares of stock its stock
at an average price of approximately $8.57 per share.

Cash flows used in financing activities in the first half of 1998 were
primarily for the purchase of outstanding stock. In February 1998, the Company
entered into a stock purchase agreement with its then Chairman and Chief
Executive Officer to repurchase shares of common stock for $8.2 million in cash
and satisfaction of a $2.3 million debt to the Company. Terms of the agreement
called for independent determination of the value (and consequently, the
number) of shares to be acquired. In April 1998 the number of shares was
determined to be approximately 1.3 million, representing a discount to the
market value during the settlement period.

The Company previously maintained a $20 million revolving credit agreement with
Comerica Bank. Terms of the agreement provided for a $1 million per quarter
reduction in available credit beginning in the first quarter of 1999. In April
1999 the Company amended the agreement to reduce maximum allowable borrowings
to $15 million with no quarterly reduction. The agreement is in place to
provide funding for potential future operating cash requirements or business
expansion purposes. Loans under this agreement bear interest at the prime rate
or other similar interest options. There has been no utilization of the credit
facility during the first half of 1999. At June 30, 1998 the balance due on the
agreement was $3.2 million.

FINANCIAL CONDITION

The Company believes that its financial condition remains strong and that it
has the financial resources necessary to meet its needs. Cash provided by
operating activities and the Company's credit facility should be sufficient to
meet short and long-term operational needs.

LITIGATION

The Company is subject to various claims and other legal matters, described
below, in the course of conducting its business. The Company believes that
neither such claims and other legal matters nor the cost of prosecuting and/or

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

defending such claims and other legal matters will have a material adverse
effect on the Company's consolidated results of operations, financial condition
or cash flows.

On April 28, 1999 a judgment was entered in all matters in favor of the Company
in the legal action styled Creative Dimensions in Management, Inc. v. Thomas
Group, Inc. This manner arose out of disputes under two agreements between the
Company and Creative Dimensions in Management, Inc., a small private company
with whom the Company had an alliance.

In the case of Thomas Group, Inc. v. Blevins, et al., filed May 19, 1997 in the
U.S. District Court for the Northern District of Texas, and in the case styled
Blevins, et al. v. Thomas Group, Inc., et al., filed June 9, 1997 in the U.S.
District Court for the Northern District of Ohio, each party has asserted
claims arising out of the purchase agreement and consulting agreement in
connection with the Company's purchase of Interlink Technologies ("Interlink").
As a result of losses sustained by its subsidiary, the Company asserted claims
in the Texas action against Ron Blevins and Mike Smith, the former owners of
Interlink, for breach of contract and fraudulent misrepresentation.

YEAR 2000 ISSUES

The Company's internal business information systems are primarily comprised of
commercial application software products offered for license by Microsoft
Corporation and other recognized providers. Because these providers' products
are widely distributed commercially developed applications, the Company
anticipates these applications have been or will be brought into compliance by
the manufacturers.

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

The Company has implemented new accounting and financial reporting software
that is Year 2000 compliant. To be Year 2000 compliant, many of the various
software programs utilized by the Company required upgrading. Generally these
upgrades were included as part of the licensing for use of the program, and
were available at no additional cost. Hardware purchases in the last year have
been made in contemplation of the Year 2000, but not specifically for that
purpose. As such, the Company estimates the total cost incurred to date
specifically for Year 2000 compliance to be less than $0.1 million.

The Company does not anticipate any Year 2000 compliance issues to arise
related to its primary internal business information systems. Thomas Group is
not aware of any further material operational issues or costs associated with
preparing internal systems for the Year 2000. However, the Company utilizes
other third party network equipment, telecommunication products, and other
third party software products that may or may not be Year 2000 compliant.
Although the Company is currently taking steps to address the impact, if any,
of the Year 2000 issue surrounding such third party products, failure of any
critical technology to operate properly in the Year 2000 may have an adverse
impact on business operations or require the Company to incur unanticipated
expenses to remedy any problems.

The Company is unaware of any client who may be impacted by the Year 2000
issue. A failure of a client to appropriately handle issues related to the Year
2000 might have an adverse impact on the financial results of the Company.

"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.

While the Company believes that its strategic plan is on target and its
business outlook remains strong, several important factors have been
identified, which could cause actual results to differ materially from those
predicted, included by way of example:

o 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.

o The time required by prospective clients to fully understand the value
and complexity of a typical Total Cycle Time (TCT) program may result
in an extended lead time to close new business.

o Performance-oriented fees are earned upon the achievement of
improvements in a client's business. The client's commitment to a TCT
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.

o The ability of the Company to productively re-deploy personnel during
program transition periods.

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

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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)

THOMAS GROUP, INC.

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits:

3.2 - Amended and Restated Bylaws dated August 9, 1993
4.5 - Amendment No. 2 to Rights Agreement dated
August 12, 1999
10.2 - Employment agreement between the Company and J.
Thomas Williams
10.14 - Amendment No. 1 to Revolving Credit Loan Agreement
dated December 6, 1996 between Comerica Bank-Texas
and the Company dated April 1, 1999 27 - Financial
Data Schedule

(b) Reports on Form 8-K for the Quarter Ending June 30, 1999:
none

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 16, 1999 /s/ J. Thomas Williams
--------------- ----------------------
Date J. Thomas Williams
Chief Executive Officer

August 16, 1999 /s/ Leland L. Grubb, Jr.
--------------- ----------------------
Date Leland L. Grubb, Jr.
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
- ------- -----------

3.2 - Amended and Restated Bylaws dated August 9, 1993

4.5 - Amendment No. 2 to Rights Agreement dated August 12, 1999

10.2 - Employment agreement between the Company and J. Thomas
Williams

10.14 - Amendment No. 1 to Revolving Credit Loan Agreement dated
December 6, 1996 between Comerica Bank-Texas and the Company
dated April 1, 1999

27 - Financial Data Schedule