FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-4090 ANALYSTS INTERNATIONAL CORPORATION Minnesota 41-0905408 7615 Metro Boulevard Minneapolis, MN 55439 (612) 835-5900 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 and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- As of April 30, 1998, 22,428,988 shares of the Registrant's Common Stock were outstanding. ANALYSTS INTERNATIONAL CORPORATION INDEX Page Number ------ PART I. FINANCIAL INFORMATION: Item 1. Condensed Consolidated Balance Sheets March 31, 1998 (Unaudited) and June 30, 1997 1 Condensed Consolidated Statements of Income Three and nine months ended March 31, 1998 and 1997 (Unaudited) 2 Condensed Consolidated Statements of Cash Flows Nine months ended March 31, 1998 and 1997 (Unaudited) 3 Notes to Condensed Consolidated Financial Statements (Unaudited) 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-6 ANALYSTS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS March 31, June 30, (In thousands) 1998 1997 ---------- ---------- (Unaudited) Current assets: Cash and cash equivalents $14,958 $17,888 Accounts receivable, less allowance for doubtful accounts 87,444 66,954 Other current assets 3,706 2,989 -------- -------- Total current assets 106,108 87,831 Property and equipment, net 7,586 6,121 Other assets 11,955 11,418 -------- -------- $125,649 $105,370 -------- -------- -------- -------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $21,312 $18,131 Dividend payable 1,794 1,336 Salaries and vacations 14,685 11,513 Other, primarily self-insured health care reserves 2,105 1,647 Income taxes payable 734 195 -------- -------- Total current liabilities 40,630 32,822 Long-term liabilities 6,986 6,444 Shareholders' equity 78,033 66,104 -------- -------- $125,649 $105,370 -------- -------- -------- -------- Note: The balance sheet at June 30, 1997 has been taken from the audited financial statements at that date, and condensed. See notes to condensed consolidated financial statements. 1 ANALYSTS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands Three Months Ended Nine Months Ended except per share amounts) March 31 March 31 ---------------------- ----------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Professional services revenues: Provided directly $116,261 $88,254 $329,276 $247,658 Provided through sub-suppliers 33,750 25,439 97,158 65,904 -------- -------- -------- -------- Total revenues 150,011 113,693 426,434 313,562 Expenses: Salaries, contracted services and direct charges 117,261 88,274 332,023 242,281 Selling, administrative and other operating costs 23,848 18,722 68,842 52,071 -------- -------- -------- -------- Total expenses 141,109 106,996 400,865 294,352 -------- -------- -------- -------- Operating income 8,902 6,697 25,569 19,210 Non-operating income 313 239 997 755 -------- -------- -------- -------- Income before income taxes 9,215 6,936 26,566 19,965 Income taxes 3,687 2,775 10,627 8,031 -------- -------- -------- -------- Net income $ 5,528 $ 4,161 $ 15,939 $ 11,934 -------- -------- -------- -------- -------- -------- -------- -------- PER COMMON SHARE:* Net income (basic) $ .24 $ .19 $ .71 $ .54 -------- -------- -------- -------- -------- -------- -------- -------- Net income (diluted) $ .24 $ .19 $ .70 $ .53 -------- -------- -------- -------- -------- -------- -------- -------- Dividends paid $ .08 $ .06 $ .21 $ .17 -------- -------- -------- -------- -------- -------- -------- -------- Average common shares outstanding* 22,409 22,143 22,357 22,045 -------- -------- -------- -------- -------- -------- -------- -------- Average common and common equivalent shares outstanding* 22,868 22,586 22,841 22,497 -------- -------- -------- -------- -------- -------- -------- -------- *Adjusted to reflect the 3 for 2 common stock split in the form of a stock dividend distributed December 3, 1997. See notes to condensed consolidated financial statements. 2 ANALYSTS INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended March 31 -------------------- (In thousands) 1998 1997 ---- ---- Net cash provided by operating activities $ 4,806 $ 6,861 Cash flows from investing activities: Property and equipment additions (3,884) (1,929) Increase in annuities and cash surrender values (300) (320) Payments for acquisitions -- (5,153) ------- ------- Net cash used in investing activities (4,184) (7,402) Cash flows from financing activities: Cash dividends (4,769) (3,748) Proceeds from exercise of stock options 1,217 985 ------- ------- Net cash used in financing activities (3,552) (2,763) ------- ------- Net change in cash and equivalents (2,930) (3,304) Cash and equivalents at beginning of period 17,888 17,018 ------- ------- Cash and equivalents at end of period $14,958 $13,714 ------- ------- ------- ------- See notes to condensed consolidated financial statements. 3 ANALYSTS INTERNATIONAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Condensed Consolidated Financial Statements - The condensed consolidated balance sheet as of March 31, 1998, the condensed consolidated statements of income for the three month and nine month periods ended March 31, 1998 and 1997 and the condensed consolidated statements of cash flows for the nine month periods then ended have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and the cash flows at March 31, 1998 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 1997 annual report to shareholders. 2. SHAREHOLDERS' EQUITY Nine Months Ended March 31, 1998 ----------------- (In thousands) Balance at beginning of period $ 66,104 Cash dividends declared: August 21, 1997 at $.07 per share (1,640) December 18, 1997 at $.08 per share (1,791) February 19, 1998 at $.08 per share (1,796) Proceeds upon exercise of stock options 1,163 Stock-based compensation 54 Net income 15,939 -------- Balance at end of period $ 78,033 -------- -------- 3. NET INCOME PER COMMON SHARE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share". This statement specifies the computation, presentation, and disclosure requirements for earnings per share (EPS). This Statement is effective for financial statements issued for periods ending after December 15, 1997, including interim periods and replaces the presentation of primary EPS with a presentation of basic EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. The difference between average common shares and average common and common equivalent shares is the result of outstanding stock options. 4 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine Months Ended March 31, 1998 and 1997 CHANGES IN FINANCIAL CONDITION Working capital at March 31, 1998 was $65.5 million, up 19% from the $55.0 million at June 30, 1997. This includes cash and cash equivalents of $15.0 million compared to $17.9 million at June 30, 1997 and accounts receivable of $87.4 million compared to $67.0 million at June 30, 1997. Ratios of current assets to current liabilities and total assets to total liabilities have decreased slightly since June 30, 1997. The Company's primary need for working capital is to support accounts receivable resulting from the growth in its business and to fund the time lag between payroll disbursement and receipt of fees billed to clients. Over the past years, the Company has been able to support the growth in its business with internally generated funds. The Company's sub-supplier contracts are not expected to burden working capital. On December 18, 1997 the Board of Directors declared the regular quarterly dividend of $.08 per share payable February 13, 1998 to shareholders of record on January 31, 1998. On February 19, 1998 the Board of Directors declared the regular quarterly dividend of $.08 per share payable May 15, 1998 to shareholders of record on April 30, 1998. In January 1998 the Company entered into an agreement to build a facility for use as its corporate headquarters and its Minneapolis branch operations. The Company expects construction and related costs will be approximately $17,000,000 and these costs will be financed through a combination of unsecured debt and use of cash reserves. The Company believes funds generated from its business and current cash balances are adequate to meet demands placed upon its resources by its operations, capital investments and the payment of quarterly dividends. 5 RESULTS OF OPERATIONS Revenues provided directly for the nine months ended March 31, 1998 were $329.3 million, an increase of 33.0% over the same period a year ago. Approximately 64% of this increase is the result of an increase in billed hours and 36% from increases in hourly rates. For the three months ended March 31, 1998 revenues provided directly were $116.3 million, an increase of 31.7% over the same period a year ago. Approximately 66% of this increase is the result of an increase in billed hours and 34% from increases in hourly rates. Revenues provided through sub-suppliers for the nine month period and quarter ended March 31, 1998 were $97.2 million and $33.7 million, respectively. This represents increases of 47.4% and 32.7% over the same periods a year ago. These increases in sub-supplier revenues resulted almost exclusively from increases in billable hours of service rendered to clients. Personnel totalled 5,250 at March 31, 1998, compared to 4,400 at March 31, 1997, an increase of 19.3%. Substantially all of the increase consists of billable technical staff. Salaries, contracted services and direct charges, which represent primarily the Company's direct labor cost, were 77.9% of revenues for the nine months ended March 31, 1998 compared to 77.3% for the same period a year ago. These costs were 78.2% of revenues for the three months ended March 31, 1998 and 77.6% of revenues for the three months ended March 31, 1997. The increase in this expense category as a percentage of revenue is mostly a consequence of the increase in business done through sub-suppliers, whose labor costs are higher per hour than the labor costs of the Company's own employees. The Company's efforts to control these costs involve controlling labor costs, passing on labor cost increases through increased billing rates where possible, and maintaining productivity levels of its billable technical staff. Labor costs, however, are difficult to control because the highly skilled technical personnel the Company seeks to hire and retain are in great demand and intense competition in the industry makes it difficult to pass cost increases on to customers, while unfavorable economic conditions could adversely affect productivity. Although the Company has taken steps to control this category of expense, there can be no assurance the Company will be able to maintain or improve this level. Selling, administrative and other operating costs, which include commissions, employee fringe benefits and location costs, represented 16.1% of revenues for the nine months ended March 31, 1998 compared to 16.6% for the same period a year ago. These costs were 15.9% of revenues for the three months ended March 31, 1998 and 16.5% of revenues for the three months ended March 31, 1997. While the Company has been successful in controlling selling, administrative and other operating costs and is committed to careful cost management, there can be no assurance the Company will be able to maintain these costs at their current relationship to revenues. Net income for the nine months ended March 31, 1998 increased 33.6% over the same period a year ago. As a percentage of revenue, net income has decreased from 3.8% for the nine months ended March 31, 1997 to 3.7% for the nine months ended March 31, 1998. Net income, as a percentage of revenue, was 3.7% for the quarters ended March 31, 1998 and 1997. The Company's net income as a percentage of revenues provided directly was 4.8% for the nine months ended March 31, 1998 and 1997. The Company's net income as a percentage of revenues provided directly for the three months ended March 31, 1998 and 1997 was 4.8% and 4.7%, respectively. 6 PART II. OTHER INFORMATION Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 - Financial Data Schedule. Restated Financial Data Schedules. (b) There were no reports on Form 8-K filed for the nine months ended March 31, 1998. 7 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 there unto duly authorized. ANALYSTS INTERNATIONAL CORPORATION ---------------------------------- (Registrant) Date May 13, 1998 By /s/ Gerald M. McGrath ------------- ---------------------- Gerald M. McGrath Treasurer and Chief Financial Officer Date May 13, 1998 By /s/ Marti R. Charpentier -------------- ------------------------- Marti R. Charpentier Controller and Assistant Treasurer (Chief Accounting Officer) 8 EXHIBIT INDEX Exhibit Number Exhibit Page No.* - -------------- ------- --------- 27 Financial Data Schedule 13 Restated Financial Data Schedules 14-19 * Page numbers in the sequential numbering system of the manually signed original report.