900017--3/30/2010--THOMAS_GROUP

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{product, market, service}

{regulation, government, change}

{stock, price, share}

{customer, product, revenue}

{cost, contract, operation}

{condition, economic, financial}

{acquisition, growth, future}

{personnel, key, retain}

{property, intellectual, protect}

{operation, international, foreign}

{interest, director, officer}

{provision, law, control}

{stock, price, operating}

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We are currently unprofitable, and if we fail to generate new client relationships that result in significant sources of revenue, our business will suffer materially. Our current cash resources might not be sufficient to meet our cash needs over time. We continue to believe that our cash balances and expected tax refunds, together with cash generated from operating activities, will be sufficient to provide funds that are adequate for our operating needs through March 31, 2011. However, if we are unable to generate positive cash flows sufficient to fund our needs, our business, financial condition and results of operations could be materially and adversely affected. If we are unable to return to profitability during 2010, we may receive a "going concern" opinion from our independent auditors at the end of 2010. This could materially and adversely affect our potential to sign contracts with new clients, further limiting our opportunity to return to profitability. A prolonged economic downturn could have a material adverse effect on our results of operations. The current credit market conditions are unstable and unpredictable and they are impacting the economy in uncertain ways. This situation may negatively impact our ability to generate the additional revenues required for us to return to profitability. We are currently not in compliance with Nasdaq rules for continued listing on the Nasdaq Capital Market and are at risk of being delisted, which may decrease the liquidity of our common stock and subject us to the SEC's penny stock rules. We are a small company with a thinly traded stock, and two of our stockholders control more than 66% of our stock. Between early 2008 and mid-January 2010, we repurchased stock in the open market, which has further reduced the "public float" of shares available for trading on a daily basis. As a result, a stockholder's liquidity may be seriously limited. Our engagements may be terminated by our clients on short notice. We derive a portion of our revenue from contracts awarded through a competitive bidding process. If we are unable to win new awards consistently over any extended period, our business could be adversely affected. We derive our revenue from a limited number of engagements and our revenue could be adversely affected by the loss of a significant client or the cancellation of a significant engagement. A portion of our revenue is derived from government client engagements and this exposes us to various risks inherent in government contracts and the government contracting process. Failure to maintain strong relationships with our contracting intermediaries could result in less favorable contract terms and a decline in our revenue. We enter into fixed, task-based and incentive fee engagements with our clients and unexpected costs, delays or failures to achieve anticipated cost reductions or performance improvements could make our contracts less profitable. Our revenue and operating results may fluctuate significantly from quarter to quarter, and fluctuations in operating results could cause our stock price to decline. Our gross margins and profitability will suffer if we are not able to maintain our pricing and utilization rates and control our costs. The consulting services industry is highly competitive and actions by competitors could render our services and solutions less competitive, causing revenue and profit margin to decline. If we are unable to attract, hire, develop, train and retain experienced consultants and sales professionals, our competitive position and financial performance could suffer. It may be difficult for us to differentiate the professional services and solutions we offer to our clients from those offered by our competitors. We must continually enhance our services and solutions to meet the changing needs of our clients or face the possibility of losing future business to competitors. Maintaining our reputation is critical to our future success. If we are unable to grow, or if we fail to manage growth or fluctuations in the size of our business successfully, our revenue and results of operations could be adversely affected. Our engagements could result in professional liability, which could be very costly and damage our reputation. Inability to protect intellectual property could harm our competitive position and financial performance. Operating internationally exposes us to special risks and factors that could negatively impact our business or operations and could result in increased expenses and declining profit margin. We may not pay dividends in the future. We may need additional capital in the future, and this capital may not be available to us. The raising of additional capital may dilute existing stockholders' ownership. Our certificate of incorporation, bylaws, and Delaware law may discourage an acquisition of our company.

Full 10-K form ▸

900017--3/30/2010--THOMAS_GROUP_INC