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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________________ TO ________________
COMMISSION FILE NUMBER: 000-26977
--------------------------
LUMINANT WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2783690
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
13737 NOEL ROAD, SUITE 1400, DALLAS, 75240-7367
TEXAS (Zip Code)
(Address of Principal Executive
Offices)
(972) 581-7000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, par value $.01 per share Nasdaq National Market
Securities registered pursuant to Section 12(g) of the Act:
None
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
At April 1, 2001, the registrant had 27,845,886 shares of common stock
(including non-voting common stock) outstanding. The aggregate market value of
the voting and non-voting equity held by non-affiliates of the registrant as of
April 1, 2001 was approximately $10.8 million (based on the closing sale price
of the common stock on the Nasdaq National Market on that date).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the registrant's annual
meeting of stockholders to be held on or about June 8, 2001 are incorporated by
reference into Part III of this Form 10-K.
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TABLE OF CONTENTS
PAGE
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PART I
Item 1. Business 2
Item 2. Properties 14
Item 3. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item Executive Officers of the Registrant
4a. 15
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 17
Item 6. Selected Financial Data 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item Quantitative and Qualitative Disclosures about Market Risk
7a. 29
Item 8. Financial Statements and Supplementary Data 30
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 60
PART III
Item Directors and Executive Officers of the Registrant
10. 60
Item Executive Compensation
11. 60
Item Security Ownership of Certain Beneficial Owners and
12. Management 60
Item Certain Relationships and Related Transactions
13. 60
PART IV
Item Exhibits, Financial Statement Schedules and Reports on Form
14. 8-K 60
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including without limitation "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Item 7A. Quantitative and Qualitative Disclosures About Market
Risk," contains or incorporates both historical and "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
involve known and unknown risks, uncertainties and other factors that may cause
our or our industry's actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by such
forward-looking statements.
These forward-looking statements relate to future events or our future
financial performance. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expects," "plans,"
"intends," "anticipates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of such terms or other comparable terminology. These
statements are only predictions. Moreover, neither we nor any other person
assume responsibility for the accuracy and completeness of such statements. We
are under no duty to update any of the forward-looking statements after the date
of this Annual Report on Form 10-K or conform such statements to actual results
and do not intend to do so.
1
PART I
ITEM 1. BUSINESS.
OUR COMPANY
Luminant Worldwide Corporation ("Luminant," the "Company," "we," "us" or
"our"), a Delaware corporation, was formed in August 1998, for the purpose of
combining the complementary strengths of a group of private Internet
professional services businesses into a single firm that could deliver a wide
range of e-business services to large corporations. On September 21, 1999, we
closed our initial public offering and the acquisition of eight Internet
professional services businesses. Following the initial public offering, we
integrated the businesses into a single entity.
Today, Luminant has evolved from providing a wide range of generalized
e-business services to a more focused offering of technology-based business
solutions that help clients capture measurable value from the Internet and other
emerging technologies. Our work is designed to help clients increase revenues,
improve productivity and enhance customer loyalty. We attempt to focus our
offerings on the strongest areas of demand in the marketplace and Luminant's
deepest areas of expertise.
OVERVIEW
We provide technology-based business solutions to Global 1000 and similar
companies. Our solutions are both strategic and tactical in nature, and include
fully integrated services ranging from strategy development through execution
and support. We combine our industry, functional business and technology
expertise with repeatable processes and strategic vendor alliances to create
solutions for our clients. Our solutions can be grouped into the following four
major categories:
- Customer dialog solutions, which help our clients conduct interactive
online market research. The results of this research are used to define
the Internet features most attractive to their customers. Our solutions
help clients attract and acquire customers, promote products and services,
transact business, fill orders and provide support after the sale.
- Value chain solutions, which help clients improve effectiveness in the
various stages of their internal and external value chains, including
supply chains and employee related chains. Our solutions range from
strategic projects such as conducting supply chain diagnostics to tactical
projects such as implementing electronic procurement applications,
business-to-employee systems and automating internal and external work
processes.
- Enabling solutions, which focus on the application of specific emerging
and mature technologies that we believe will create value for our clients.
Currently, our enabling solutions are based on five core technologies:
content management, wireless, digital education, collaborative enterprises
and enterprise application integration, or EAI.
- Systems solutions, which help clients build and integrate client specific
complex electronic business systems. These solutions require many of the
skills and processes of a traditional systems integration company, and
include systems integration, technical architecture planning, systems
design and implementation and information technology delivery improvement.
OUR SERVICES
Within each type of solution, we offer services ranging from front-end
strategy development through implementation and support. Our services are as
follows:
- STRATEGY DEVELOPMENT--We help clients develop enterprise-wide strategies,
functional area strategies in areas such as marketing, finance,
procurement, human resources and operations and brand strategies that use
e-business concepts and technologies to improve or transform their
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business. We then work with our clients to develop business plans for
implementing their e-business strategy.
- STRATEGY EXECUTION--With a strategy in place, we work with our clients to
carry out the strategy. This includes designing, developing and
implementing programs and technology applications required to meet the
client's objectives. The solutions range from interactive media campaigns
to electronic commerce applications, secure extranets and enterprise-wide
Intranet applications.
- ONGOING SUPPORT--In most instances our clients assume responsibility for
operating and maintaining a solution once it is implemented. From
time-to-time, we will retain this responsibility at the client's request.
In these situations we work with the client to continually update and
support the e-business solution. This includes monitoring and analyzing
performance, modifying campaigns based on results, keeping content fresh
and relevant, incorporating new capabilities, and monitoring competitor
sites. Our clients or a third-party hosting service typically hosts the
Internet applications that we support.
INDUSTRY BACKGROUND
The Internet has grown from primarily an information delivery medium to an
interactive platform through which companies are restructuring the way they
market, operate and manage their businesses and conduct transactions. Through
the Internet and related emerging technologies, companies have the opportunity
to improve their competitive positions, reduce operating, transaction and
overhead costs, shorten product and marketing cycle times, create and strengthen
business alliances, and improve and accelerate communication and the flow of
information both internally and externally.
In order to successfully apply technology to their businesses, we believe
that companies need to understand how the Internet fits in with their overall
long and short-term business plans, how business over the Internet differs from
conventional business operations and how new applications need to integrate with
existing systems. We also believe that Internet sites must be distinctive,
engaging and easy to use, and that companies need to use the right tools to
successfully achieve their goals and develop effective technology systems.
We believe that the need for organizations to act definitively and
effectively in their Internet initiatives has led to the demand for Internet
professional services providers with a combination of industry experience,
functional business expertise and creative and information technology skills.
Many traditional professional services firms can provide services in strategy
consulting or in various areas of strategy execution. We believe it is important
to provide these skills on an integrated basis.
The end of the year 2000 brought with it a slowdown in spending as a result
of the failure of many Internet-based businesses, and larger corporations
feeling less pressure to rapidly digitize their businesses. As a result, for
many businesses, sales cycles lengthened and priorities shifted from primarily
revenue growth toward a more balanced interest in revenue growth, cost reduction
and productivity improvement. Though these developments represent a shift from
the growth phrase experienced by many businesses in recent years, we believe
that they do not invalidate the potential benefits e-business concepts and
technologies can have on a company or the fact that many corporations are far
from having fully incorporated technology into their business operations. We
believe that many businesses are returning to the more mature buying patterns
typical of the professional services industry. We believe that service providers
that understand this buying process and know how to sell into it have the
opportunity to succeed.
We believe that the nature of the projects our clients are undertaking today
is fundamentally different from the projects faced two years ago. Specifically,
we believe that compared to two years ago, with respect to our typical clients:
- projects are more complex;
3
- information systems are more central to a company's operations, requiring
in-depth knowledge of business;
- user expectations relating to information systems are higher, requiring
greater emphasis on user interface design and information architecture;
- tighter integration of customer-facing systems and back office systems is
required, demanding deeper technology skills and integration abilities;
and
- the volume of data handled by a typical client and the security
requirements of such clients are greater, placing more reliance on system
architecture and security capabilities.
Finally, we believe that more complex projects, coupled with heightened
client expectations of on-time, on-budget delivery, requires strong project
management skills.
Our clients today are asking for professional services that solve business
problems or address business opportunities. We believe that creating a solution
for our clients requires the integration of industry knowledge, functional
business expertise and technology capabilities. We believe that a firm must
consider and act in all three of these dimensions in order to successfully
develop solutions that address a client's need.
We believe that much remains to be done in many major corporations to
effectively incorporate technology into their operations. Our experience
indicates that much of this work will be performed by outside service providers,
such as Luminant. We believe that clients will continue to look for outside
expertise in building customer facing applications, transaction processing
solutions, including linkages to mainframe transaction systems, supply chain
solutions, employee portals and back office and field-based productivity
improvements.
OUR APPROACH
We approach each client relationship with the intention of delivering
increasing levels of value, which we believe is a reason why many of our client
relationships span multiple years and multiple projects. Our approach to
developing these value-based relationships includes the following concepts:
- FOCUS ON QUANTIFIABLE ECONOMIC VALUE--We work to understand the benefits
our clients can achieve through the use of technology. This process often
requires us to examine customer, supplier and employee relationships. This
requires that we understand value chains and processes that extend beyond
the traditional corporate boundaries. Based on economic benefits available
to our clients, we identify opportunities, develop strategies and
implement solutions designed to help clients realize returns on their
investments.
- FOCUS ON ENTIRE CLIENT ORGANIZATION--In many client organizations, there
are multiple areas where the Internet and related technologies can be
applied to the client's benefit. Our team of employees has experience in
most of the major corporate functional areas, including marketing, sales,
procurement, operations, finance, human resources and information systems.
- FOCUS ON MULTIDISCIPLINARY TEAMS--In our client engagements, we typically
involve team members with experience in many of the various services we
offer. We believe this helps us formulate and implement an effective
business solution for each client. Our client teams typically include
members with backgrounds in business strategy, marketing and
communications, graphic design, user interface design, information
architecture, Internet technology, legacy system technology and project or
program management.
- FOCUS ON RAPID DELIVERY--We work to structure each of our projects so that
solutions are operable in as short a time frame as possible. We often
employ iterative development techniques to facilitate the development of a
solution.
4
OUR STRATEGY
Our objective is to be the leading Internet professional services firm
focused on delivering technology-based business solutions. Our strategies for
achieving this objective include the following:
- SOLUTIONS ORIENTATION--As Internet based projects become larger and more
complex, we believe it will become increasingly important for professional
services firms to employ disciplined sales and delivery practices. We have
developed several well-defined and repeatable solutions to offer clients
and will continue to invest in developing repeatable methods for selling
and conducting our work. Each of our solutions are focused on helping a
client increase revenues, improve productivity and/or enhance customer
relationships.
- LONG-TERM RELATIONSHIPS WITH GLOBAL 1000 COMPANIES--We focus on developing
and maintaining long-term relationships with Global 1000 companies. We
have a number of established long-term client relationships and we intend
to develop and sustain additional client relationships over time. We
believe that long-term relationships will help lower our cost of sales and
provide more predictability to our business.
- ORGANIZE AROUND OUR CLIENTS--For each client, we form a multidisciplinary
service team charged with making available our full range of services to
the client. The team is responsible for coordinating the strategy,
execution and ongoing support projects for the client. It is also
responsible for overall client satisfaction. We believe that this
coordinated approach to serving our clients will result in longer-term,
more profitable relationships.
- LEVERAGING INDUSTRY EXPERTISE--Many of our team members have significant
industry expertise in areas such as consumer products, energy, financial
services, retail and transportation. We believe that understanding a
client's operations on the business level enables us to develop more
innovative and effective strategies for that client.
- INVESTING IN OUR TEAM--In order to provide our clients with the industry's
leading edge solutions, we have put together a team of employees with
skills in areas such as strategy, creative disciplines, information
technology and project management. We focus on keeping our employees'
skills consistent with the industry's most current standards, and on
developing management and leadership skills among a broad cross-section of
our people. We invest in our employees through career development
programs, education programs and effective compensation programs. We
believe this investment will strengthen and help us retain our team of
employees.
OUR CLIENTS
Our clients are typically Global 1000 companies or similar large businesses.
Our clients are diversified across a number of industries, including energy,
consumer products, financial services, retail, transportation and
telecommunications. In the quarter ended December 31, 2000, we performed
services for more than 200 clients. For the year ended December 31, 2000, no
client accounted for 10% or more of our consolidated revenues.
The following is a partial list of our clients that we believe is
representative of our overall client base:
- American Airlines, Inc - Dominion Resources Services, Inc. - BP Amoco Corporation
- Administaff, Inc. - Enron Corporation - Waste Management, Inc.
- Boise Cascade Corporation - MasterCard International, Inc. - United Air Lines, Inc.
- Compaq Computer Corp. - Maybelline Inc. - United Space Alliance
- The Container Store - Merrill Lynch Credit Corp.
5
SALES AND MARKETING
Our sales and marketing efforts focus on developing long-term relationships
with current and potential clients, identifying how our integrated service
offerings can create value for our clients, and employing disciplined sales and
delivery practices. We sell and market our services through a corporate-level,
direct sales force of full-time client development professionals and senior
client service professionals. Our senior management also participates in our
sales and marketing efforts. We generate sales leads through referrals from
clients, leveraging of the experience and relationships of our senior management
team, responses to requests for proposals, strategic partnerships and alliances
with companies that serve similar clients, advertisements in trade journals, as
well as through the following targeted sales and marketing activities:
- we maintain an Internet site which describes our company and the services
we offer;
- we periodically develop white papers, magazine articles and other printed
material to showcase our initiatives in the industry;
- we maintain an ongoing relationship with the business, marketing and
technology press, and periodically issues press releases about new client
relationships, key employee additions and other significant events;
- we periodically conduct breakfast meetings and seminars for current and
potential clients to introduce new ideas and showcase Luminant expertise;
- we conduct telemarketing campaigns focused on introducing specific
solutions to targeted potential clients; and
- members of our sales and management teams periodically participate in and
speak at technology and Internet-related events such as tradeshows and
seminars, as well as events focused on our various client industries.
COMPETITION
The market for our services is highly fragmented and can be characterized by
intense competition and rapid technological change. We have many competitors,
including large and well-established firms, new entrants attracted by low
barriers to entry and prospective clients who have used their internal resources
to develop an Internet presence.
Our competitors currently include, and may in the future include, the
following:
- general management consulting companies, including Bain & Company and
McKinsey & Company;
- systems integrators, including Accenture, Cambridge Technology Partners,
Sapient and consulting arms of the "Big Five" accounting firms;
- Internet professional services firms, including public companies such as
DiamondCluster International, Inc., Proxicom, Razorfish, Scient, and
Viant, as well as private firms;
- the professional services groups of computer equipment companies,
including Hewlett-Packard and IBM;
- small local or regional professional services firms; and
- internally developed solutions of current and potential clients.
The principal competitive factors in the Internet professional services
market include Internet expertise and talent, client references, integrated
strategy, technology and creative design services, quality, pricing and speed of
service delivery and vertical industry knowledge. We believe we compete
6
favorably with respect to these factors and are in a good position to attract
talent. We believe we have established ourselves as a leader in
Internet-specific industry and domain expertise. Through our solutions and our
attention to client satisfaction, we have created a strong track record of
customer successes.
INTELLECTUAL PROPERTY
We use intellectual property in our business, some of which we consider
proprietary. We generally rely on trade secret law to protect our proprietary
interests. We cannot guarantee that the steps we have taken to protect our
proprietary rights will be adequate to deter misappropriation of our
intellectual property, and we may not be able to detect unauthorized use and
take appropriate steps to enforce our intellectual property rights. If third
parties infringe or misappropriate our trade secrets, copyrights, trademarks or
other proprietary information, our business could be seriously harmed. In
addition, although we believe that our proprietary rights do not infringe on the
intellectual property rights of others, other parties may assert infringement
claims against us or claim that we have violated their intellectual property
rights. These claims, even if not true, could result in significant legal and
other costs and may be a distraction to management. Protection of intellectual
property in many foreign countries is weaker and less reliable than in the
United States, so if our business expands into foreign countries, risks
associated with protecting our intellectual property will increase.
EMPLOYEES
As of April 1, 2001, we had a total of 648 employees, of which 67 were in
billable and non-billable management, 422 in professional services, and 159 in
sales and marketing and administration. Success will depend in part on our
ability to attract, retain and motivate highly qualified technical and
management personnel, for whom competition is intense. None of our employees are
represented by labor unions. We believe our relationship with our employees is
good.
RISK FACTORS
This Annual Report on Form 10-K contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ materially from
those discussed in the forward-looking statements. Factors that might cause such
differences include, but are not limited to, the following:
WE HAVE EXPERIENCED, AND MAY IN THE FUTURE EXPERIENCE, A DECLINE IN OUR
REVENUES, WHICH MAY NEGATIVELY IMPACT OUR FINANCIAL RESULTS.
Our revenues for the quarter ended December 31, 2000 declined approximately
40% compared to our revenues for the quarter ended September 30, 2000. We
believe the decline in revenues was primarily due to a broad-based general
economic slowdown as a result of which clients have decreased technology
budgets. In addition, we believe the slowdown resulted from increased
competitive pressure from traditional management consulting companies,
information technology services and electronic commerce service competitors and
a lack of urgency by Global 1000 companies to immediately fund large electronic
commerce projects. As a result of the decline in demand for our services, in the
quarter ended December 31, 2000 we reduced our headcount from 976 to 753 and we
closed offices in Reston, Virginia, and scaled back offices in Seattle,
Washington, and Washington, D.C. and temporarily scaled back the New York, New
York office. We may be required to further reduce our headcount, close more
offices or reduce expenses in other areas if our revenues decline or do not
increase as anticipated. Our ability to generate revenues may be impaired to the
extent we have reduced our operations. In addition, if demand for our services
increases in the future, we may not be able to expand our operations, including
hiring additional colleagues, to meet this demand in a timely fashion or at all.
7
OUR CLIENTS MAY CANCEL OR DELAY SPENDING ON BUSINESS AND TECHNOLOGY INITIATIVES
BECAUSE OF THE CURRENT ECONOMIC CLIMATE.
Since the second half of 2000, many companies have experienced financial
difficulties or uncertainty, and have begun to cancel or delay spending on
business and technology consulting initiatives as a result. Furthermore, the
severe financial difficulties that many start-up Internet companies have
experienced has further reduced the perceived urgency by larger companies to
begin or continue technology initiatives. If large companies continue to cancel
or delay their business and technology consulting initiatives because of the
current economic climate, or for other reasons, our business, financial
condition and results of operations could be materially adversely affected.
WE HAVE REPORTED OPERATING LOSSES AND MAY NOT ATTAIN PROFITABILITY.
We incurred pro forma unaudited combined net losses of approximately
$118.50 million and $120.37 million for the years ended December 31, 1998 and
1999, respectively, and consolidated net loss of approximately $278.94 million
for the year ended December 31, 2000. Our retained deficit as of December 31,
2000 was approximately $349.91 million. We will need to generate higher revenues
and manage expenses to achieve profitability. If our revenues decline or grow
more slowly than anticipated, or if our operating expenses exceed our
expectations, we may not achieve profitability. Even if we do achieve
profitability, we may not be able to sustain or increase it in the future.
OUR CASH FROM OPERATIONS MAY NOT BE SUFFICIENT TO MEET OUR NEEDS. WE MAY NEED TO
OBTAIN ADDITIONAL FINANCING IN THE FUTURE IN ORDER TO MEET OUR WORKING CAPITAL
AND CAPITAL EXPENDITURE REQUIREMENTS OR TO ACQUIRE ADDITIONAL COMPANIES.
During 2000, we did not generate sufficient cash to cover our operating
costs and financing and investment activities. While we believe that our cash
from operations, current cash, cash equivalents and lines of credit will be
sufficient to meet our working capital and capital expenditure needs at least
through March 31, 2002, we may need to raise additional financing after March
2002. We may not be able to obtain additional financing on favorable terms, if
at all, which could adversely affect our operations. If we need additional
capital and cannot raise it on acceptable terms, we may not be able to acquire
additional companies, open or expand offices in the United States and abroad,
make capital expenditures, hire and train additional personnel or expand our
business.
THE SALE OR AVAILABILITY FOR SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK COULD
ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
As of April 1, 2001, approximately 27,815,000 shares of our common stock
were outstanding and approximately 15,700,000 of these shares were freely
transferable without restriction or further registration under the Securities
Act, except to the extent these shares are held by "affiliates" as defined under
Rule 144 under the Securities Act. The remainder of these shares outstanding are
"restricted securities" which may be sold subject to the applicable limitations
of Rule 144. As of April 1, 2001, options, warrants and debentures convertible
or exercisable into approximately 19,907,000 shares of common stock were
outstanding and we had reserved an additional 2,435,000 shares of common stock
under our stock option plans and employee stock purchase plan. If our
stockholders sell substantial amounts of our common stock in the public market,
the market price of our common stock could fall. A reduction in the price of our
common stock could reduce the value of your investment in us and impair our
ability to raise capital through the sale of additional equity securities or our
ability to use shares as a currency to make acquisitions.
A DEFAULT AND ACCELERATION OF PAYMENT UNDER OUR CREDIT AGREEMENT WOULD CAUSE A
CROSS DEFAULT UNDER OUR CONVERTIBLE DEBENTURES AND MAY REQUIRE US TO SELL ASSETS
AND PAY ALL AMOUNTS OUTSTANDING UNDER THE CONVERTIBLE DEBENTURES AS WELL.
8
In the event of a default under our credit agreement with Wells Fargo, Wells
Fargo has the right to demand immediate payment of all outstanding principal and
interest, and could force a sale of the assets we have pledged to them to
satisfy our obligations. Under the terms of the convertible debentures in
aggregate principal amount of $17 million which we issued to Montrose
Investments Ltd, Strong River Investments, Inc. and James R. Corey in
September 2000, we agreed that an event of default under specified credit
agreements, indentures or similar instrument to which we were a party, which
default resulted in outstanding indebtedness becoming due and payable prior to
its maturity, would also constitute a default under the convertible debentures.
As a result, a default under our Wells Fargo credit agreement that results in
the amounts outstanding thereunder becoming due and payable could result in
acceleration of our indebtedness under the convertible debentures as well. If
Wells Fargo demands immediate payment of all amounts outstanding under the
credit agreement, the holders of the convertible debentures could demand payment
in full of 107% of the principal amount plus all other amounts outstanding under
the debentures. If such an event were to occur and we were unable to reach an
accommodation with Wells Fargo and the holders of the convertible debentures, we
would have to resort to extraordinary measures, including making sales of assets
under distressed conditions or ultimately seeking the protection of the
bankruptcy courts. We have in the past defaulted under our credit agreement, but
in each case Wells Fargo has waived the default and declined to cause the
amounts owing thereunder to become due and payable, although they have retained
their right to cause such amounts to become due and payable upon future
defaults. On March 1, 2001, Wells Fargo notified us that we were in default of
specified financial covenants under our credit agreement. Wells Fargo agreed to
waive these defaults in exchange for a payment of $200,000, and on March 30,
2001, we amended our credit facility with Wells Fargo. See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
OUR CLIENTS MAY BECOME UNABLE OR UNWILLING TO PAY US FOR SERVICES PERFORMED.
We assume a certain level of credit risk with our clients in order to do
business. Conditions affecting any of our clients could cause them to become
unable or unwilling to pay us in a timely manner, or at all, for services we
have already provided them. In the past we have experienced significant
collection delays from certain clients, and we cannot predict whether we will
continue to experience similar or more severe delays. If one or more of our
clients fails or refuses to pay us in a timely manner or at all, or if we are
unable to collect a number of large accounts receivable, it could have a
material adverse effect on business, operating results and financial condition.
WE MAY NOT BE ABLE TO HIRE, TRAIN AND RETAIN SKILLED EMPLOYEES, WHICH COULD
IMPEDE OUR ABILITY TO COMPETE SUCCESSFULLY.
As a services company, our future profitability and growth depends in large
part on our ability to hire, train and retain skilled consulting, creative,
technical and other professionals. If we cannot hire, train and retain a
sufficient number of qualified employees, we may not be able to adequately staff
projects, our expenses could increase and we may be unable to expand our
business as quickly as we would like. In addition, to maintain our competitive
position and to grow our business, we must make sure our employees maintain and
develop their technical expertise and business skills to satisfy the
increasingly sophisticated needs of our clients. This process could be time
consuming and expensive and may not be successful.
Even if we do hire and retain a sufficient number of employees, the expense
necessary to compensate them may adversely affect our operating results. We
typically grant stock options to attract and retain qualified employees. The
decline in the trading price of our stock has adversely affected the incentive
value of these stock options and has made it more difficult and expensive for us
to hire and retain qualified personnel.
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WE DEPEND ON THE SERVICES OF OUR SENIOR MANAGEMENT AND OTHER KEY PERSONNEL. THE
LOSS OF SENIOR MANAGEMENT OR OTHER KEY PERSONNEL COULD ADVERSELY AFFECT OUR
BUSINESS.
The loss of management personnel, other key personnel or client
relationships could seriously harm our business and adversely affect our growth.
We believe that our ability to effectively serve our clients and expand our
business in the future will depend on our continued employment of senior
management and key strategic, creative and technical personnel. Competition for
qualified management personnel and other key personnel is intense. In addition,
personal relationships are critical in obtaining and maintaining client
engagements in our industry. Our personnel could join with a competitor or start
a new business and compete with us, which may result in the loss of client
relationships or business opportunities.
OUR REVENUES ARE DIFFICULT TO PREDICT AND WE MAY NOT BE ABLE TO REDUCE EXPENSES
IF REVENUES DECLINE.
We generally cannot reduce our expenses on short notice to compensate for
unanticipated variations in the number or size of engagements in progress. As a
result, our failure to accurately predict our revenues may result in unnecessary
expenses and adversely affect our profitability and financial condition.
Most of our client engagements are under short-term contracts. If a client
defers, modifies or cancels an engagement or chooses not to retain us for
additional phases of a project, we may not be able to rapidly redeploy our
employees or other resources to other engagements. Under these engagements, the
client can generally reduce the scope of or cancel our services without penalty
and with little or no notice. A number of factors unrelated to our work product
or the progress of the project, such as general business conditions, the
client's financial state or changes in the client's management structure, could
cause cancellations or delays.
UNDER A UTILIZATION OF OUR EMPLOYEE RESOURCES MAY ALSO ADVERSELY AFFECT OUR
OPERATING REVENUES.
We generally establish our personnel levels based on our expectations of
client demand. If we hire more employees than our engagements require, or if we
are unable to effectively redeploy our employees from project to project, our
operating margins may decline and we may suffer losses. Personnel costs and
expenses constitute the substantial majority of our operating expenses.
OUR LIMITED COMBINED OPERATING HISTORY MAKES IT DIFFICULT TO PREDICT HOW WE WILL
PERFORM IN THE FUTURE.
We have a limited combined operating history upon which you can evaluate our
business and prospects. We have combined the operations of nine businesses into
a new company, and we may not be able to achieve or maintain profitability of
any of our businesses or overall. As a result, our historical results of
operations and pro forma financial information may not give you an accurate
indication of our future results of operations or prospects. In addition,
companies like us in an early stage of development frequently encounter risks,
expenses and difficulties associated with starting a new business, many of which
may be unexpected or beyond our control.
OUR PROFITABILITY MAY SUFFER IF SEASONAL AND OTHER FACTORS CAUSE OUR REVENUES TO
FLUCTUATE AND WE ARE NOT ABLE TO ADJUST OUR EXPENSES ACCORDINGLY. FLUCTUATIONS
IN OUR REVENUES MAY ALSO ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
Our industry is affected by seasonal factors. Our revenues and income are
generally higher in the first and second calendar quarters and lower during the
third and fourth calendar quarters as a result of the summer and end-of-year
holiday seasons. Several other factors may also cause our revenues and operating
results to vary from quarter-to-quarter, including:
- the number, size and type of client engagements we commence and complete
during a quarter;
- modification or termination of material contracts;
10
- the amount and timing of expenditures by our clients for Internet and
electronic commerce professional services;
- our ability to adequately staff our projects and effectively utilize our
employees;
- the fixed personnel and other costs we incur in advance of the quarter;
- the number, type, timing and costs of acquisitions completed during a
quarter;
- our ability to manage costs, including personnel costs and support
services costs; and
- our introduction of new services.
As a result of these and other factors, we believe that period-to-period
comparisons of our results of operations will not reliably indicate our future
performance.
Our operating results have at times in the past fallen below the
expectations of public market analysts, and it is possible that in some future
quarter or quarters our operating results may be below the expectations of
public market analysts or investors. These shortfalls may significantly affect
the market price of our common stock. Our revenues for the quarter ended
December 31, 2000 decreased approximately 40% from the quarter ended
September 30, 2000, and we may experience subsequent declines in our revenue.
WE MAY INCUR UNEXPECTED OR UNQUANTIFIABLE LIABILITIES AND EXPENSES ARISING FROM
THE OPERATION OF A COMPANY BEFORE WE ACQUIRED IT.
When we acquire companies, we may acquire liabilities and expenses that we
did not know about at the time we negotiated these acquisitions. We may also
acquire contingent liabilities that become realized, or liabilities that prove
to be larger than anticipated. Because our recourse against the former owners of
the companies for these liabilities is generally limited as described below, the
realization of any of these liabilities may increase our expenses and reduce our
cash reserves.
THE INDEMNIFICATION PROVISIONS OF THE ACQUISITION AGREEMENTS BY WHICH WE HAVE
ACQUIRED COMPANIES MAY NOT FULLY PROTECT US AND MAY RESULT IN UNEXPECTED
LIABILITIES.
Some of the former owners of the companies we have acquired are required to
indemnify us against liabilities related to the operation of their company
before we acquired it. The acquisition agreements by which have acquired
companies all include provisions for the indemnification of Luminant by former
owners of each company for breaches of their representations and warranties in
the acquisition agreements. In most of these agreements, however, the liability
of each former owner is limited to the total amount of the purchase price,
including contingent consideration that the former owner received. Additionally,
in some cases these former owners may not have the financial ability to meet
their indemnification responsibilities. We cannot assure you that any of the
former owners of the companies we have acquired will satisfy their
indemnification obligations, if any.
IF WE HAVE TO PAY ADDITIONAL CONSIDERATION TO THE FORMER OWNERS OF ANY OF THE
COMPANIES WE HAVE ACQUIRED, YOUR INVESTMENT IN US MAY BE DILUTED.
We have agreed to pay the former owners of two of the companies we have
acquired additional consideration after the date hereof upon satisfaction of
specified financial and operational conditions. The consideration payable to the
former owners of one of these companies must be paid in stock, and the
consideration payable to the former owners of the other company may be paid in
stock or cash, at our discretion. We currently intend to make these payments in
stock. Payment of these obligations in our common stock will dilute the value of
your investment in us. Any additional consideration will either create
additional goodwill and increase the related amortization expense or will create
additional operating expense recorded as equity based compensation. We cannot
predict the amount of additional consideration that we will have to pay to the
former owners of the companies we have acquired.
11
WE PROVIDE SERVICES THAT ARE OFTEN CRITICAL TO OUR CUSTOMERS' BUSINESSES; ANY
DEFECTS IN OUR SERVICES COULD EXPOSE US TO SIGNIFICANT LIABILITY.
We create, implement and maintain Internet and electronic commerce systems
and other applications that are critical to our clients' businesses. Any defects
or errors in these systems or applications or failure to meet clients'
expectations could result in:
- delayed or lost client revenues;
- rendering additional services to a client at no charge;
- negative publicity regarding us and our services; and
- claims for substantial damages against us, regardless of fault.
The successful assertion of a large claim against us could seriously harm
our business, financial condition and operating results. Our contracts generally
limit our damages arising from negligent acts, errors, mistakes or omissions in
rendering services to our clients. However, we cannot be sure that these
contractual provisions will protect us from liability for damages in the event
we are sued. Our general liability insurance coverage may not cover one or more
large claims, or the insurer may disclaim coverage as to any future claim. In
addition, our general liability insurance coverage may not continue to be
available on reasonable terms or at all.
OUR FAILURE TO PROTECT OR MAINTAIN OUR INTELLECTUAL PROPERTY RIGHTS COULD COST
US MONEY, PLACE US AT A COMPETITIVE DISADVANTAGE AND RESULT IN LOSS OF REVENUE
AND HIGHER EXPENSES.
The steps we have taken to protect our proprietary intellectual property
rights may not prevent or deter someone else from using or claiming rights to
our intellectual property. Third party infringement or misappropriation of our
trade secrets, copyrights, trademarks or other proprietary information could
seriously harm our business. We also cannot assure you that we will be able to
prevent the unauthorized disclosure or use of our proprietary knowledge,
practices and procedures if any of our officers or other employees leave us. In
addition, although we believe that our proprietary rights do not infringe on the
intellectual property rights of others, other parties may claim that we have
violated their intellectual property rights. These claims, even if not true,
could result in significant legal and other costs and may distract our
management.
FROM TIME TO TIME WE AGREE NOT TO PERFORM SERVICES FOR THE COMPETITORS OF
PARTICULAR CLIENTS, WHICH COULD REDUCE THE NUMBER OF OUR PROSPECTIVE CLIENTS.
Non competition agreements that we enter into occasionally with some of our
clients may constrain our business opportunities and reduce our potential
revenue and profitability. Many of the services we perform for our clients are
competitively sensitive. We occasionally agree not to perform any services for a
client's competitors or in a particular field for a limited period of time. Even
if we are not contractually prohibited from servicing competitors of our
existing clients, we risk alienating these clients if we provide services to any
of their competitors. Because these contractual restrictions and other
considerations may preclude our access to potential clients, they could
adversely affect our revenue.
A SIGNIFICANT PORTION OF OUR ASSETS IS INTANGIBLE. WE MUST AMORTIZE OUR
INTANGIBLE ASSETS OVER A FIXED PERIOD EVEN IF WE NEVER REALIZE THEIR FULL VALUE.
THE AMORTIZATION CHARGES WE INCUR IN EACH PERIOD WILL REDUCE OUR NET INCOME.
Our acquisition of companies has created significant goodwill on our
financial statements. We are amortizing this goodwill over a period of three
years, which negatively affects our operating results in those periods. We have
agreed to pay the former owners of two of the companies we have acquired
additional consideration after the date of this Annual Report on Form 10-K if
specified conditions are met. Any additional consideration will either create
additional goodwill and increase the related
12
amortization expense or will create additional operating expense recorded as
equity-based compensation. At December 31, 2000, we had goodwill net of
accumulated amortization of approximately $103.6 million.
WE FACE INTENSE COMPETITION IN OUR INDUSTRY AND LOW BARRIERS TO ENTRY MAY
ENCOURAGE ADDITIONAL COMPETITORS IN THE FUTURE, WHICH MAY NEGATIVELY IMPACT OUR
OPERATING RESULTS.
In light of the resources of our existing competitors and the likelihood
that new competitors will enter the market, we cannot assure you that we will
compete successfully in the Internet and electronic commerce services market.
Our failure to compete successfully could reduce our revenues and our
profitability. Competition in the Internet and electronic commerce professional
services market is intense. We expect competition to persist and intensify in
the future. We compete against companies selling Internet and electronic
commerce software and services, and the in-house development efforts of
companies seeking to engage in electronic commerce. Our current competitors
include, and may in the future include, the following:
- general management consulting companies, including Bain & Company and
McKinsey & Company;
- systems integrators, including Accenture, Cambridge Technology Partners,
Sapient and consulting arms of the "Big Five" accounting firms;
- Internet professional services firms, including public companies such as
DiamondCluster International, Inc., Proxicom, Razorfish, Scient, and
Viant, as well as private firms;
- the professional services groups of computer equipment companies,
including Compaq, Hewlett-Packard and IBM; and
- internally developed solutions of current and potential clients.
Because barriers to entry in our market are low, we also expect other
companies to enter our market. In addition, current and potential competitors
have established, or may establish, cooperative relationships among themselves
or with vendors. Accordingly, new competitors or alliances among competitors may
emerge and rapidly acquire significant market share.
Many of our largest competitors have longer operating histories, larger
client bases, larger professional staffs, greater brand recognition and greater
financial, technical, marketing and other resources than us. Each of these
factors may place us at a disadvantage in responding to our competitors' pricing
strategies, technological advances, marketing campaigns, strategic partnerships
and other initiatives.
WE MAY LOSE MONEY ON FIXED FEE CONTRACTS IF WE MISCALCULATE THE RESOURCES
REQUIRED TO COMPLETE A PROJECT.
We occasionally enter into contracts with our clients on a fixed-fee,
fixed-timeframe basis. A miscalculation of the resources or time needed to
complete fixed-fee engagements could substantially reduce our profitability.
TECHNOLOGY IN THE INTERNET AND ELECTRONIC COMMERCE INDUSTRY CHANGES RAPIDLY. IF
WE FAIL TO KEEP UP WITH THESE CHANGES, WE WILL NOT BE ABLE TO MEET OUR CLIENTS'
NEEDS AND OUR BUSINESS WILL SUFFER.
Rapid technological change and frequent introductions of new products and
services characterize our market and the technologies our clients use. Our
failure to successfully respond to these technological developments or to
respond in a timely or cost-effective way could substantially reduce our
revenues and adversely affect our profitability. Our success will depend on our
ability to rapidly master and develop an evolving set of capabilities and to
offer services that keep pace with continuing changes in technology, industry
standards and client preferences.
13
OUR GROWTH AND PROFITABILITY DEPEND ON CONTINUED AND EXPANDING DEMAND FOR OUR
SERVICES. THE DEMAND FOR OUR SERVICES DEPENDS ON THE CONTINUED USE OF THE
INTERNET BY LARGE CORPORATIONS.
If a viable and sustainable market for our Internet and electronic commerce
services and solutions does not develop, or if we cannot differentiate our
services from those of our competitors, our revenue and operating margins may
decline and we may continue to experience losses. We cannot be certain that the
market for our solutions and services will continue to grow. Consumers and
businesses may reject the Internet as a viable commercial medium for a number of
reasons, including:
- inadequate network infrastructure;
- insufficiency of telecommunications services to support electronic
commerce and the Internet;
- delays in the development of technologies that facilitate use, and improve
the security, of the Internet and electronic commerce;
- delays in the development of new conventions to handle increased levels of
Internet activity;
- increased governmental regulation;
- changes in sales tax laws; and
- failure of companies to meet their customers' expectations and service
requirements in delivering goods and services via electronic commerce and
over the Internet.
NEW LAWS OR REGULATIONS AFFECTING THE INTERNET, ELECTRONIC COMMERCE OR COMMERCE
IN GENERAL COULD REDUCE OUR REVENUES AND ADVERSELY AFFECT OUR GROWTH.
Congress and other domestic and foreign governmental authorities have
adopted and are considering legislation affecting use of the Internet, including
laws relating to the use of the Internet for commerce and distribution. The
adoption or interpretation of laws regulating the Internet, or of existing laws
governing such things as consumer protection, libel, property rights and
personal privacy, could hamper the growth of the Internet and its use as a
communications and commercial medium. If this occurs, companies may decide not
to use our services and our business and operating results would suffer.
ITEM 2. PROPERTIES.
Luminant's principal executive offices are located at 13737 Noel Road, Suite
1400, Dallas, Texas. That office is leased through March 2007 and covers
approximately 48,000 square feet.
At December 31, 2000, Luminant also leased offices in:
- - -- Houston, TX -- New York, NY -- San Francisco, CA
- - -- Chicago, IL -- Atlanta, GA -- Seattle, WA
- - -- Denver, CO -- Herndon, VA -- Poughkeepsie, NY
- - -- Larchmont, NY -- Raleigh, NC -- Doylestown, PA
- - -- Reston, VA
Subsequent to December 31, 2000, we reduced our leased square footage
commitment in New York, New York, and Seattle, Washington, and Washington D.C.
In addition, we closed offices in Reston, Virginia, and plan to close offices in
Denver, Colorado. The decrease in office space was a result of the decrease in
personnel due to our restructuring plan implemented in the quarter ended
December 31, 2000.
14
ITEM 3. LEGAL PROCEEDINGS
We are, from time to time, a party to legal proceedings arising in the
normal course of our business. We believe that none of the legal proceedings
currently outstanding will have a material adverse effect on our business,
financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A special meeting of the stockholders of Luminant was held on November 20,
2000. Luminant did solicit proxies. The stockholders of the shares of Luminant
common stock entitled to vote at the Annual Meeting voted on and approved the
following matter:
A. Amendment to Luminant's 1999 Long-Term Incentive Plan to increase the
number of shares issuable under the plan to an amount equal to 45% of the common
stock of Luminant issued and outstanding at any given time.
Number of Shares:
-----------------
For: Against: Abstentions:
---- --------- ------------
11,774,298 2,050,143 985,634
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth information regarding our executive officers
as of April 1, 2001. The executive officers hold office until their successors
are appointed and qualify.
NAME AGE POSITION
- - ---- -------- --------
James R. Corey................... 47 Chief Executive Officer and President
Thomas G. Bevivino............... 45 Chief Financial Officer and Secretary
Richard M. Scruggs............... 45 Vice Chairman and Executive Vice President of Corporate
Development
Michael E. Smith................. 44 Executive Vice President of Strategy Services
K. David Quackenbush, Jr......... 39 Chief Operating Officer
James R. Corey has been our Chief Executive Officer since September 2000 and
our President since the closing of our initial public offering in
September 1999. Mr. Corey also served as our Chief Operating Officer from the
closing of our initial public offering until December 2000. Mr. Corey served as
Managing Director of Potomac Partners from September 1997 until September 1999.
Prior to joining Potomac Partners, Mr. Corey served as Co-Chief Operating
Officer of AT&T Solutions and Managing Partner of their Consulting Division from
June 1995 until September 1997. From June 1994 to June 1995, Mr. Corey served as
President of the Worldwide Services Organization of Unisys Corporation. From
December 1989 until June 1994 Mr. Corey was a partner in the Los Angeles office
of McKinsey & Company, Inc. Previously, Mr. Corey was a Partner at Andersen
Consulting in Chicago.
Thomas G. Bevivino has been our Chief Financial Officer and Secretary since
December 1999 and served as our Vice President of Finance from July 1999 until
December 1999. From March 1999 until July 1999, Mr. Bevivino performed financial
and accounting services for us through ARC Group LLC, his specialist financial
advisory and transactions support firm. From June 1986 to June 1988,
Mr. Bevivino served as a staff accountant at Kreischer Miller & Co., an
accounting, auditing and financial advisory firm. After receiving his CPA in
June 1988, Mr. Bevivino served as a Senior Accountant at Kreischer Miller from
June 1988 to August 1990. From August 1990 to December 1991, Mr. Bevivino served
as the corporate controller of Realen Homes, a real estate developer. In
December 1991, Mr. Bevivino rejoined Kreischer Miller where he worked until
March 1999, departing as a Senior Engagement Manager. Mr. Bevivino is a member
of the American Institute of Certified Public Accountants and the Pennsylvania
Institute of Certified Public Accountants.
15
Richard M. Scruggs has been our Vice Chairman and Executive Vice President
of Corporate Development since the closing of our initial public offering in
September 1999. Mr. Scruggs served as President, Chief Executive Officer and
Chairman of the Board of Align from October 1996 until September 1999. From
January 1996 until October 1996, Mr. Scruggs served as Chief Operating Officer
of Rothwell Systems, which was later purchased by Perot Systems, Inc. From
May 1990 until January 1996, Mr. Scruggs served in a variety of capacities at
BSG Alliance/IT, including Managing Director of Business Development and
Managing Director of the Houston office. BSG Alliance/IT is a firm specializing
in client server systems integration.
K. David Quackenbush, Jr. has served as our Chief Operating Officer since
March 2001. Mr. Quackenbush served as our Executive Vice President of
Implementation Services from October 2000 until March 2001, served as Managing
Director, Central Region from January 2000 until September 2000 and has led our
Central Region since November 1999. From July 1998 until November 1999,
Mr. Quackenbush served as Principal in charge of the Houston and Energy Business
Units of Align, one of the eight companies acquired by Luminant simultaneously
with our initial public offering. From August 1993 until July 1998,
Mr. Quackenbush was Director of Per-Se Technologies, a provider of software and
information system services to the healthcare industry.
Michael E. Smith has served as our Executive Vice President of Strategy
Services since October 2000, served as our Managing Director, Strategy since
February 2000 and has led the strategy practice since September 1999. From
January 1996 until September 1999, Mr. Smith served as a Vice President of
Mercer Management Consulting, a corporate strategy consulting firm. From
January 1991 until January 1996, Mr. Smith served as a Vice President for Visa
International, a full-service payment card provider.
16
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information
Our common stock trades on the Nasdaq National Market under the symbol
"LUMT." We completed our initial public offering of our common stock in
September 1999 at a price of $18.00 per share. The high and low sales prices per
share of our common stock by quarter since the initial public offering in
September 1999 were as follows (the low sales price per share in the third
quarter of 1999 represents our initial public offering price):
QUARTER HIGH LOW
- - ------- -------- --------
Third Quarter, 1999......................................... $35.500 $18.000
Fourth Quarter, 1999........................................ $52.000 $26.625
First Quarter, 2000......................................... $45.000 $15.563
Second Quarter, 2000........................................ $17.625 $ 5.750
Third Quarter, 2000......................................... $ 9.500 $ 2.750
Fourth Quarter, 2000........................................ $ 3.094 $ 0.625
(b) Holders
At April 1, 2001, there were approximately 140 record holders of our common
stock, according to the records maintained by our transfer agent.
(c) Dividends
Except for distributions made by the Acquired Businesses prior to their
acquisition, we have not paid, and do not intend to pay, dividends on our common
stock in the foreseeable future. Instead, we currently intend to retain our
earnings to finance the expansion of our business and for general corporate
purposes. Our Board of Directors has the authority to declare and pay dividends
on the common stock at any time, in its discretion, as long as there are funds
legally available for that distribution. Our line of credit with Wells Fargo
Business Credit, Inc. prohibits the payment of dividends without the lender's
consent.
(d) Unregistered Sales of Securities
The following sets forth information as to all equity securities sold by us
during the period covered by this report that were not registered under the
Securities Act of 1933, as amended (the "Securities Act"), to the extent not
previously included in a Quarterly Report on Form 10-Q.
On November 3, 2000, we issued an aggregate of 14,040 shares of common stock
to the former owners of New York Consulting Partners, LLC, as contingent
consideration pursuant to the terms of the agreement by which we acquired
certain assets and liabilities of New York Consulting Partners, LLC. An
exemption is claimed under Section 4(2) of the Securities Act.
ITEM 6. SELECTED FINANCIAL DATA.
Simultaneously with our initial public offering, Luminant acquired seven
operating businesses and the assets of Brand Dialogue-New York (the "Acquired
Businesses"). For financial statement purposes, Align Solutions Corp. ("Align"),
one of the Acquired Businesses, is presented as the acquirer of the other
Acquired Businesses and Luminant. The historical selected financial data
reflects the historical results of Align and the acquisitions of the other seven
Acquired Businesses and Luminant as of their acquisition date.
17
The Selected Financial Data set forth below has been derived from the
audited financial statements of Luminant and its accounting acquirer for each of
the five periods ended December 31, 1996, 1997, 1998, 1999, and 2000. For
historical financial statement purposes, Align has been determined to be the
accounting acquirer. For periods prior to September 21, 1999, the information
relates to Align on a stand-alone basis. For the period beginning September 21,
1999, the information relates to Luminant and its subsidiaries on a consolidated
basis and presents Align as the accounting acquirer. Align was founded in 1996;
and therefore, no data is presented for any earlier periods. The selected
historical financial data below should be read in conjunction with the
historical financial statements and related notes and "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations," that
appear elsewhere in this report.
FOR THE PERIOD
FROM INCEPTION
(OCTOBER 16, FOR THE YEAR ENDED
1996) TO DECEMBER 31,
DECEMBER 31, ------------------------------------------
1996 1997 1998 1999 2000
-------------- -------- -------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues........................................ $ 112 $3,268 $9,226 $ 52,115 $ 134,630
Cost of services................................ 80 1,711 4,948 28,812 83,699
------ ------ ------ -------- ---------
Gross margin................................ 32 1,557 4,278 23,303 50,931
Operating expenses.............................. 233 1,706 4,277 68,465 329,117
------ ------ ------ -------- ---------
(Loss) income from operations................... (201) (149) 1 (45,162) (278,186)
------ ------ ------ -------- ---------
Loss before provision for income taxes.......... (201) (174) (76) (45,137) (278,936)
------ ------ ------ -------- ---------
Net loss........................................ $ (201) $ (174) $ (76) $(45,137) $(278,936)
====== ====== ====== ======== =========
Net loss per share:
Basic and diluted........................... $(0.15) $(0.05) $(0.02) $ (4.54) $ (10.55)
====== ====== ====== ======== =========
Weighted average shares outstanding:
Basic and diluted (1)....................... 1,307 3,280 3,539 9,945 26,441
====== ====== ====== ======== =========
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents....................... $ 216 $ 11 $ -- $ 30,508 $ 7,794
Cash pledged as security for line of credit..... -- -- -- -- 7,500
Total assets.................................... 643 1,328 3,067 398,167 162,765
Working capital................................. 261 478 805 (13,382) (15,523)
Long-term debt, net of current maturities....... -- 233 156 3,829 2,313
Stockholders' equity............................ 568 601 1,469 322,091 100,564
- - ------------------------
(1) For periods prior to 1999, reports the historical weighted average shares
outstanding for Align restated for the conversion of Align common stock into
Luminant common stock. For 1999, reports weighted average shares outstanding
representing: (i) the Align weighted average shares outstanding restated for
the conversion of Align common stock into Luminant common stock, (ii) the
shares issued to acquire the seven Acquired Businesses other than Align,
(iii) the shares outstanding at Luminant and (iv) shares issued in the
initial public offering. See Note 2 of the Notes to Consolidated Financial
Statements.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis compares the year ended December 31,
1998 to the corresponding period ended December 31, 1999 and the year ended
December 31, 1999 to the
18
corresponding period ended December 31, 2000 for Luminant Worldwide Corporation
and its subsidiaries. You should read the following discussion in conjunction
with the pro forma and historical financial statements and related notes
contained elsewhere in this Annual Report on Form 10-K.
This discussion contains or incorporates both historical and
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements involve known and unknown risks, uncertainties and
other factors that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as "may," will,"
"should," "expects," "plans," "intends," "anticipates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions. Moreover, neither
we nor any other person assume responsibility for the accuracy and completeness
of such statements. We are under no duty to update any of the forward-looking
statements after the date of this Annual Report on Form 10-K to conform such
statements to actual results and do not intend to do so.
During the second half of 2000, the Company recorded a restructuring charge
of approximately $7.7 million. This restructuring charge was taken to align the
Company's cost structure with changing market conditions and to create a more
efficient organization. The restructuring plan resulted in the termination of
approximately 250 employees, cancellation or renegotiation of certain facility
leases as a result of those employee terminations, and cancellation of contracts
for services that are not critical to the Company's core business strategy.
The Company was founded in August 1998. Prior to September 1999, it did not
conduct any material operations. On September 21, 1999, Luminant completed its
initial public offering and the acquisition of the Acquired Businesses. One of
the Acquired Businesses, Align Solutions Corp., has been identified as the
"accounting acquirer" for our financial statement presentation, and its assets
and liabilities have been recorded at historical cost levels. The pro forma
combined financial information in this report covers periods during which the
Acquired Businesses had different tax structures and operated independently of
each other as private, owner-operated companies.
Our customers generally retain us on a project-by-project basis. We
typically do not have material contracts that commit a customer to use our
services on a long-term basis. Revenue is recognized primarily using the
percentage of completion method on a contract-by-contract basis. Our use of the
percentage of completion method of revenue recognition requires management to
estimate the degree of completion of each project. To the extent these estimates
prove to be inaccurate, the revenues and gross profits reported for periods
during which work on the project is ongoing may not accurately reflect the
actual financial results of the project. We make provisions for estimated losses
on uncompleted contracts on a contract-by-contract basis and recognize these
provisions in the period in which the losses are determined.
We provide our services primarily on a time and materials basis. To a lesser
extent, we also provide services on a fixed price-fixed time frame basis. In
such cases, we use internally developed processes to estimate and propose fixed
prices for our projects. The estimation process applies a standard billing rate
to each project based upon the level of expertise and number of professionals
required, the technology environment, the overall technical complexity of the
project and whether strategic, creative or technology solutions or value-added
services are being provided to the client.
Our financial results may fluctuate from quarter to quarter based on such
factors as the number, complexity, size, scope and lead time of projects in
which we are engaged. More specifically, these fluctuations can result from the
contractual terms and degree of completion of such projects, any delays
19
incurred in connection with projects, employee utilization rates, the adequacy
of provisions for losses, the accuracy of estimates of resources required to
complete ongoing projects and general economic conditions. In addition, revenue
from a large customer or project may constitute a significant portion of our
total revenue in a particular quarter. In the future, we anticipate that the
general size of our individual client projects will grow and that a larger
portion of total revenues in any given period may be derived from our largest
customers. Although Luminant has previously experienced growth in revenues, we
did experience a decline in revenue from the second quarter of 2000 to the third
quarter of 2000, and from the third quarter of 2000 to the fourth quarter of
2000. We believe that the decline in revenues was primarily due to a general
economic slowdown, an extension in the sales cycle for many of our customers and
delays in the use of our services by Global 1000 companies and increased
competition from traditional management consulting companies.
Our cost of services is comprised primarily of salaries, employee benefits
and incentive compensation of billable employees.
Selling expenses consist of salaries, bonuses, commissions and benefits for
our sales and marketing staff as well as other marketing and advertising
expenses. General and administrative costs consist of salaries, bonuses and
related employee benefits for executive, senior management, finance, recruiting
and administrative employees, training, travel, recruiting, bad debt provisions
and other corporate costs. General and administrative costs also include
facilities costs including depreciation and computer and office equipment
operating leases.
RESULTS OF OPERATIONS--HISTORICAL
For historical financial statement purposes, Align has been determined to be
the accounting acquirer. For periods prior to September 21, 1999, the
information relates to Align on a stand-alone basis. For the period beginning
September 21, 1999, the information relates to Luminant and its subsidiaries on
a consolidated basis and presents Align as the accounting acquirer. The addition
of the operating results for all of the Acquired Businesses beginning on
September 21, 1999 principally accounts for the changes in the 2000 periods from
the 1999 periods and the 1999 periods from the 1998 periods. For a discussion of
pro forma operations for the years ended December 31, 1998, 1999 and 2000 see
"Results of Operations--Pro Forma Combined."
2000 COMPARED TO 1999
Revenues
Revenues increased $82.5 million, or 158%, from $52.1 million for the year
ended December 31, 1999 to $134.6 million for the year ended December 31, 2000.
Gross Margin
Gross margin increased $27.6 million, or 118%, from $23.3 million for the
year ended December 31, 1999, to $50.9 million for the year ended December 31,
2000.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, including bad debt expense,
increased $58.5 million, or 280% from $20.9 million for the year ended
December 31, 1999 to $79.4 million for the year ended December 31, 2000.
1999 COMPARED TO 1998
Revenues
20
Revenues increased approximately $42.9 million, or 465%, from $9.2 million
for the year ended December 31, 1998 to $52.1 million for the year ended
December 31, 1999.
Gross Margin
Gross margin increased $19.0 million, or 442%, from $4.3 million for the
year ended December 31, 1998, to $23.3 million for the year ended December 31,
1999.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, including bad debt expense,
increased by approximately $16.7 million, or 395%, from $4.2 million for the
year ended December 31, 1998 to $20.9 million for the year ended December 31,
1999.
EQUITY BASED COMPENSATION EXPENSE
The Company has equity based compensation expense relating to the value of
options granted at exercise prices below fair market value to employees of Align
and certain employees of businesses acquired by Align. As all these options
continue to vest, equity based compensation expense in a given period relating
to these options will decline. Equity based compensation expense incurred with
respect to these options was approximately $1.7 million, for the year ended
December 31, 2000.
The Company will be required to issue up to a total of 152,583 shares in two
equal installments on each of the first two anniversary dates of the closing of
the acquisition of New York Consulting Partners, subject to the former members
of New York Consulting Partners achieving certain revenue targets or operational
metrics. These payments will be recorded as equity-based compensation in the
event all requirements for issuance are met.
INTANGIBLES AMORTIZATION
As a result of acquisitions made in 1999 by Align, the purchase of our
Acquired Businesses, and contingent consideration totaling approximately
$47.2 million paid to former owners of the Acquired Businesses in 2000, we
recorded approximately $368.3 million of goodwill. On June 22, 2000, the Company
acquired certain assets and liabilities of New York Consulting Partners and
recorded additional goodwill of approximately $7.7 million. These amounts are
being amortized over a period of three years.
Certain former owners of one of the Acquired Businesses are still eligible
to receive additional contingent consideration through June 30, 2002, based upon
the amount of certain types of revenues we receive from a particular client.
During the periods from January 1, 2000 through June 30, 2000, and July 1, 2000
through December 31, 2000, the amount of contingent consideration earned by
these former owners totaled approximately $2.2 million and $1.1 million,
respectively. This contingent consideration is payable no later than thirty days
after completion of our audit for the fiscal year 2000. We currently intend to
pay all of the contingent consideration earned in shares of Luminant common
stock. The number of shares to be issued will be determined based on the average
trading price of our common stock during the thirty-day period preceding
issuance of the shares.
In connection with the goodwill recorded as a result of the acquisition of
the Acquired Businesses and subsequent payment of contingent consideration, we
presented pro forma and actual amortization expense of approximately $106.6 and
$125.8 million for year ended December 31, 1999 and 2000, respectively.
Management of the Company has continually reviewed the impairment and
potential recoverability of the goodwill, as events and changes in circumstances
have warranted, determining whether or not any of the goodwill associated with
the acquisitions described above has been impaired. In the fourth quarter of
2000, as part of the Company's restructuring plan, the Company exited certain
lines of
21
business of four of the Acquired Businesses and $114.5 million of unamortized
goodwill was written off. This action resulted in a charge in the statement of
operations for the year ended December 31, 2000.
MATERIAL DEVELOPMENTS
On September 26, 2000, the Board of Directors designated James R. Corey as
the Company's new Chief Executive Officer. Mr. Corey succeeds Guillermo G.
Marmol, who resigned from the position in September 2000. Under the terms of
Mr. Marmol's employment agreement, the Company has recognized expenses related
to his resignation approximating $1.0 million, representing payments made and to
be made through March 2002.
In the fourth quarter of fiscal 2000, the Company took certain actions
intended to help it achieve sequential growth and profitability. These actions
consisted of terminating approximately 250 employees, canceling or renegotiating
certain facility leases as a result of those employee terminations, and
canceling contracts for services that are not critical to the Company's core
business strategy. These restructuring actions, and the expenses relating to
Mr. Marmol's resignation, resulted in the Company recognizing a charge to
operations of approximately $7.7 million during the second half of 2000. Of this
$7.7 million, approximately $4.7 million represents cash expenditures in 2000.
The remaining $3.0 million in accrued restructuring costs represents cash
expenditures expected to be made during 2001.
LIQUIDITY AND CAPITAL RESOURCES
Luminant Worldwide Corporation is a holding company that conducts its
operations through its subsidiaries. Accordingly, its principal sources of
liquidity are the cash flows of its subsidiaries, unallocated proceeds from the
issuance of warrants and convertible debentures and cash available from its line
of credit.
Net cash provided by operations for the year ended December 31, 1999 was
approximately $7.7 million, as compared to net cash used in operations of
approximately $19.8 million for the year ended December 31, 2000. The use of
cash by operations during the year 2000 was primarily the result of the loss,
before non-cash charges such as non cash interest, depreciation, and
amortization, for the year ended December 31, 2000, of approximately
$18.0 million, offset by the Company's deferral of payments until early 2001 of
certain accounts payable totaling approximately $8.2 million.
Net cash used in investing activities decreased from approximately
$40.8 million for the year ended December 31, 1999 to approximately
$14.3 million for the year ended December 31, 2000. The use of cash during 2000
was a result of capital expenditures for leasehold improvements to new offices
in New York, New York, and Dallas, Texas, installation of an integrated
financial accounting system, and amounts paid for the acquisition of New York
Consulting Partners. We expect that capital expenditures will decrease
significantly as a result of the closing of certain offices in connection with
the restructuring discussed in Note 7 to the financial statements included in
this Annual Report on Form 10-K. We have committed to approximately
$1.8 million in leasehold improvements during the first half of 2001 relating to
the relocation of our Houston facility. In addition, provisions of the Wells
Fargo line of credit limit our total capital expenditures for the year 2001 to
$4.5 million.
Net cash provided by financing activities was approximately $63.6 million
for the year ended December 31, 1999, compared to net cash provided by financing
activities of approximately $18.8 million for the year ended December 31, 2000.
The cash provided by financing activities during 2000 primarily consisted of
borrowings of $7.2 million under the Wells Fargo line of credit, as well as
gross consideration of $17 million in exchange for convertible debentures and
warrants issued in September 2000, offset by repayments of notes payable of
$3.1 million and $1.0 million of debt issue costs.
22
On September 21, 2000, the Company entered into a convertible debenture
purchase agreement with Montrose Investments Ltd., Strong River
Investments Inc. and James R. Corey, our Chief Executive Officer, President and
Director. Under the terms of the agreement, we sold to Montrose and Strong River
warrants, exercisable through September 21, 2005, to purchase up to 1,373,626
shares of our common stock at $2.73 per share, as well as 6% convertible
debentures, due September 21, 2003, in an aggregate principal amount equal to
$15 million, convertible into a total of 6,000,000 shares of our common stock.
Under the same agreement, we sold to Mr. Corey warrants, exercisable through
September 21, 2005, to purchase up to 183,150 shares of our common stock at
$2.73 per share, as well as 6% convertible debentures, due September 21, 2003,
in an aggregate principal amount equal to $2 million, convertible into a total
of 800,000 shares of our common stock. The number of shares into which the
debentures may be converted, the exercise price of the warrants and in some
cases the number of warrants, will be adjusted if we issue shares of common
stock at a price lower than the conversion price or exercise price, as
applicable, or if we conduct a stock split, stock dividend or similar
transaction. The holders of the debentures have the right to put to us, on
September 21, 2001 and on a quarterly basis thereafter, all or any portion of
the outstanding debentures, including any interest or other amounts outstanding
thereunder, in return for cash or, up to the limit described below, our common
stock, at our election, at the lower of (1) the then prevailing conversion price
of the debentures, or (2) the average closing price of our common stock for the
five trading days preceding the date such right is exercised.
The holder of such debentures is, among other things, prohibited from using
them to acquire shares of our common stock to the extent that such acquisition
would result in such holder, together with any affiliate thereof, beneficially
owning in excess of 4.999% of the outstanding shares of our common stock
following such acquisition. This restriction may be waived by a holder upon not
less than 60 days prior notice to us. If the debenture holders do not waive such
restriction upon conversion of the debentures, the debenture holders could
choose to require us to retain for future conversion any principal amount
tendered for conversion in excess of the 4.999% restriction or require us to
return to such debenture holder the excess principal amount of the outstanding
debentures to the debenture holder.
Of the $17.0 million in gross proceeds from the issuance of the debentures
and warrants, $3.5 million was allocated to the warrants. The debt is recorded
on the Company's consolidated balance sheet at December 31, 2000, as a current
liability of $13.7 million. As a result of the put option applicable to the
debentures, all of the debt is categorized as a current liability on our
consolidated balance sheet. Amortization of the original issue discount on the
debt, using an effective interest rate of 16.90%, resulted in an additional
interest expense of $300,000 during the year ended December 31, 2000. The
accretion of original issue discount on the debt will cause an increase in
indebtedness from September 30, 2000 to September 21, 2003 of $3.3 million.
Under the debentures, a default by Luminant under certain credit agreements
and certain other, similar agreements which results in the amounts owed
thereunder becoming due and payable prior to maturity, also triggers a default
under the debentures, and gives the holders of the debentures the right to
require Luminant to pay 107% of the principal amount plus all other amounts
outstanding under the debentures, in cash or stock at the debenture holder's
election. If Wells Fargo causes the amounts owed by Luminant under the Wells
Fargo credit agreement to become due and payable as a result of a default under
the credit agreement, the holders of the debentures would have the right to
require Luminant to pay or issue stock in the amounts described above.
For a discussion of certain contingent consideration which we have paid and
may in the future be required to pay to certain former owners of the Acquired
Businesses and to the former owners of New York Consulting Partners, please see
"Item 7. Management's Discussion and Analysis of Financial Conditions and
Results of Operations--Intangibles Amortization."
23
In March 2000, we entered into a $15 million revolving credit agreement with
Wells Fargo Business Credit, Inc. ("Wells Fargo") for a senior secured credit
facility. The initial term of the credit agreement extends until March 31, 2003
and is automatically renewable for successive one-year terms thereafter, unless
Luminant provides Wells Fargo with ninety days written notice of its election
not to renew the credit facility. Borrowings under this credit agreement accrue
interest at a rate of, at our option, either (1) the prime rate of Wells Fargo
Bank, N.A.-San Francisco, or (2) the rate at which U.S. Dollar deposits are
offered to major banks in the London interbank Eurodollar market (as adjusted to
satisfy the reserve requirements of the Federal Reserve System) plus 250 basis
points. The credit agreement also contains representations, warranties,
covenants and other terms and conditions typical of credit facilities of such
size, including financial covenants, and restriction on certain acquisitions. As
of December 31, 2000, borrowings of $7.2 million were outstanding under this
revolving credit agreement. The weighted average interest rate on these
obligations as of such date was 7.1%.
In July and October 2000, Wells Fargo notified us that we were in default of
specified reporting and financial ratio covenants contained in our credit
agreement. In addition, in March 2001, Wells Fargo notified us that we were in
default of the credit agreement covenant which required us to maintain a minimum
tangible net worth of $30 million, as well as the requirement that we not incur,
for the year ended December 31, 2000, a loss (before interest, income taxes,
depreciation and amortization) in excess of $12.5 million. In each of the
instances of default described above in this paragraph, Wells Fargo agreed to
waive the applicable defaults and amend certain terms of the credit agreement,
in each case in exchange for consideration of $200,000. The agreements
incorporating the terms of each of these waivers and amendments are included as
exhibits to this Annual Report on Form 10-K.
In March 2001, Wells Fargo and Luminant entered into the Third Amendment to
the Credit and Security Agreement. Among other terms, the Third Amendment
replaced certain existing financial covenants with the requirements that (1) we
maintain certain fixed charge coverage as specified therein, and (2) we do not
incur more than $4.5 million in capital expenditures during the year ended
December 31, 2001. The terms of the Third Amendment also prohibit us from, or
permitting any of our controlled affiliates from, consolidating or merging with
or into any other person or acquiring all or substantially all of the assets of
another person. This description of the Third Amendment is qualified in its
entirety by the copy of the executed Third Amendment, which is attached as an
exhibit to this Annual Report on Form 10-K.
The Company's management believes that cash flows from operations, cash on
hand, and amounts available under the Wells Fargo credit agreement to be
sufficient to finance operations through March 31, 2002. To finance its
operations as described in the preceding sentence and avoid future violations of
the credit facility covenants, the Company in 2001 expects to substantially
reduce its cash expenditures from the levels incurred during the year 2000.
During the second half of 2000, the Company terminated approximately 250
employees. The Company has also canceled or renegotiated certain facility
leases, restricted discretionary expenditures and canceled certain contracts not
critical to the Company's core business strategy, to conserve cash.
Management believes that with the actions taken and the business plan being
pursued that the Company will be able to fund its operations from cash flows,
cash on hand, and cash available under the Wells Fargo credit agreement.
However, the success of the plans described above is dependent on the ability of
the Company to execute its business plan and achieve the planned cost
reductions. In addition, whether the Company's operating revenues will exceed
operating expenses depends on a wide variety of factors, including general
business trends and the development of our markets. To the extent we are unable
to fund our operations from cash flows, cash on hand, and cash available under
the Wells Fargo credit agreement, we may need to obtain financing in the form of
either additional equity or indebtedness. Additional financing may not be
available on terms acceptable to us, if at all.
24
As a result of the acquisitions of the Acquired Businesses, we assumed
current and long-term debt of $5.7 million and $3.7 million, respectively. Of
those amounts, $1.4 million current debt and $2.6 million long-term debt were
repaid from proceeds of our initial public offering or from operations and $2.8
was repaid from borrowings under our Wells Fargo credit facility. As of
December 31, 2000, we had a total of $3.1 million in outstanding current and
long-term indebtedness (excluding obligations under our revolving credit
facility with Wells Fargo and the convertible debentures issued September 21,
2000). The weighted average interest rate on these obligations at December 31,
2000 was 10.75%. Certain of our notes payable contain restrictive covenants. At
December 31, 2000, we were in compliance with, or had obtained waivers for, all
debt covenants.
RESULTS OF OPERATIONS--PRO FORMA
The pro forma financial statements herein reflect pro forma adjustments for:
- amortization of goodwill resulting from the acquisitions of the Acquired
Businesses,
- reversal of the Acquired Businesses' income tax provision, as Luminant has
not demonstrated that it will generate future taxable income,
- a reduction in 1999 compensation expense of the Acquired Businesses, other
than Align as the accounting acquirer, related to non recurring, non cash
and equity-related compensation charges related to equity appreciation
rights, and
- adjustments to increase expenses related to budgeted compensation for
additional corporate management, Board of Directors' expenses, other
administrative expenses, and other additional expenses of being a public
entity.
The pro forma combined results of operations of the Acquired Businesses for
the periods presented do not represent combined results of operations presented
in accordance with accounting principles generally accepted in the United
States. They are only a summary of the revenues, cost of services and selling,
general and administrative expenses of the individual Acquired Businesses on a
pro forma basis. The pro forma combined results may not be comparable to, and
may not be indicative of, Luminant's post-combination results of operations. The
discussion of the pro forma combined results of operations should be read in
conjunction with our financial statements and the related "Notes to the
Consolidated Financial Statements" appearing in "Item 8. Financial Statements
and Supplementary Data" of this Annual Report on Form 10-K.
25
LUMINANT WORLDWIDE CORPORATE AND SUBSIDIARIES ACTUAL AND
PRO FORMA COMBINED STATEMENT OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
YEAR ENDED DECEMBER 31,
-------------------------------------
1998 1999 2000
----------- ----------- ---------
PRO FORMA PRO FORMA ACTUAL
----------- ----------- ---------
(UNAUDITED) (UNAUDITED) (AUDITED)
Revenues................................................... $ 54,846 $ 97,986 $ 134,630
Cost of services........................................... 35,044 54,264 83,699
--------- --------- ---------
Gross margin............................................... 19,802 43,722 50,931
Selling, general and administrative expenses............... 27,268 40,467 79,434
Equity-related compensation expense........................ 4,355 16,016 1,734
Intangibles amortization................................... 106,648 106,639 125,830
Goodwill related to the abandonment of operations of
certain acquired companies............................... -- -- 114,455
Restructuring charge....................................... -- -- 7,664
--------- --------- ---------
Loss from operations....................................... (118,469) (119,400) (278,186)
Interest and other income, net............................. (33) (967) (750)
--------- --------- ---------
Loss before provision for income taxes..................... (118,502) (120,367) (278,936)
Provision for income taxes................................. -- -- --
--------- --------- ---------
Net loss................................................... $(118,502) $(120,367) $(278,936)
========= ========= =========
Earnings per share......................................... $ (4.96) $ (5.01) $ (10.55)
Shares..................................................... 23,902 24,015 26,441
26
The following table sets forth for us on a pro forma combined basis selected
statement of operations information as a percentage of revenues for the periods
indicated.
YEAR ENDED
DECEMBER 31,
------------------------------
1998 1999 2000
-------- -------- --------
PERCENT OF REVENUE
Revenues.................................................... 100% 100% 100%
Cost of services............................................ 64% 55% 62%
----- ----- -----
Gross margin................................................ 36% 45% 38%
----- ----- -----
Selling, general and administrative expenses................ 50% 41% 59%
Equity-related compensation expense......................... 8% 16% 1%
Intangibles amortization.................................... 194% 109% 93%
Goodwill related to abandonment of operations of certain
acquired companies........................................ -- -- 85%
Restructuring charge........................................ -- -- 6%
----- ----- -----
Loss from operations........................................ (216)% (122)% (206)%
Interest and other income, net.............................. -- (1)% (1)%
----- ----- -----
Loss before provision for income taxes...................... (216)% (123)% (207)%
Provision for income taxes.................................. -- -- --
----- ----- -----
Net loss.................................................... (216)% (123)% (207)%
===== ===== =====
REVENUES
For the year ended December 31, 2000, revenues increased $36.6 million, or
37%, to $134.6 million from $98.0 million for the comparable period ended
December 31, 1999. This increase in revenue is attributable to the increase in
the number of clients, the average size of the projects performed for our
largest clients and also to an increase in average billing rates.
COST OF SERVICES
Cost of services consists primarily of salaries, associated employee
benefits and incentive compensation for personnel directly assigned to client
projects. Total cost of services increased $29.4 million, or 54%, to
$83.7 million for the year ended December 31, 2000 from $54.3 million for the
year ended December 31, 1999. These increases were due primarily to an increase
in billable professionals needed to service demand for our services and salary
increases for existing personnel through the first three quarters of 2000. We
expect a reduction in cost of sales in 2001 as headcount has decreased from its
high point in the third quarter of 2000 through the first quarter of 2001 due to
the restructuring actions taken by the Company in the fourth quarter of 2000.
GROSS MARGIN
Gross margin increased $7.2 million, or 16%, to $50.9 for the year ended
December 31, 2000 from $43.7 million for the year ended December 31, 1999. The
gross margin increase reflects an increase in revenue during 2000 compared to
1999. As a percentage of revenue, gross margin declined to 38% for the year
ended December 31, 2000 from 45% for the year ended December 31, 1999. The
percentage decrease primarily resulted from a larger decline in sequential
growth in revenues in the third and fourth quarters of 2000 than the decline in
cost of services for the same quarters. This revenue growth slowdown was due
primarily to a general economic slowdown, an extension in the sales cycle for
many of our customers, delays in the use of our services by Global 1000
companies, and increased competition from traditional management consulting
companies. Increases in direct headcount
27
expenses, including the addition of personnel at competitive market salaries and
wage adjustments to existing personnel also contributed to the decrease in
margin as a percentage of revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling expenses consist of salaries, bonuses, commissions, and benefits for
our sales and marketing staff as well as other marketing and advertising
expenses. General and administrative costs consist of salaries, bonuses and
related employee benefits for executive, senior management, finance, recruiting
and administrative employees, training, travel and other corporate costs.
General and administrative costs also include facilities costs, depreciation,
bad debt expenses, and computer and office equipment operating leases.
Total selling, general and administrative costs increased $38.9 million, or
96%, from $40.5 million for the year ended December 31, 1999, to $79.4 million
for the year ended December 31, 2000. This increase was partially due to
increased provisions for bad debts related to risks associated with amounts due
from start-up companies, due to a slow-down in revenues of, and financing
available to those companies. The remainder of the increase was due to expenses
associated with an increase in the number of administrative personnel hired
throughout the first three quarters of 2000, significantly increased spending
for sales and marketing efforts, and an increase in depreciation expense. The
Company expects selling, general and administrative costs to decrease into 2001,
due to the company-wide restructuring described in Note 7 to the financial
statements included in this Annual Report on Form 10-K.
EQUITY BASED COMPENSATION EXPENSE
The Company has equity based compensation expense relating to the value of
options granted at exercise prices below fair market value to employees of Align
and certain employees of businesses acquired by Align. As all these options
continue to vest, equity-related compensation expense in a given period relating
to these options will decline. Equity-related compensation expense incurred with
respect to these options was approximately $1.7 million, for the year ended
December 31, 2000.
The Company will be required to issue up to a total of 152,583 shares in two
equal installments on each of the first two anniversary dates of the closing of
the acquisition of New York Consulting Partners, subject to the former members
of New York Consulting Partners achieving certain revenue targets or operational
metrics. These payments will be recorded as equity-based compensation in the
event all requirements for issuance are met.
INTANGIBLES AMORTIZATION
As a result of acquisitions made in 1999 by Align, the purchase of our
Acquired Businesses, and as a result of contingent consideration totaling
approximately $47.2 million paid to former owners of the Acquired Businesses in
2000, we recorded approximately $368.3 million of goodwill. On June 22, 2000,
the Company acquired certain assets and liabilities of New York Consulting
Partners and recording additional goodwill of approximately $7.7 million. These
amounts are being amortized over a period of three years.
Certain former owners of one of the Acquired Businesses are still eligible
to receive additional contingent consideration through June 30, 2002, based upon
the amount of certain types of revenues we receive from a particular client.
During the periods from January 1, 2000 through June 30, 2000, and July 1, 2000
through December 31, 2000, the amount of contingent consideration earned by
these former owners totaled approximately $2.2 million and $1.1 million,
respectively. This contingent consideration is payable no later than thirty days
after completion of our audit for the fiscal year 2000. We currently intend to
pay all of the contingent consideration earned, in shares of Luminant common
28
stock. The number of shares to be issued will be determined based on the average
trading price of our common stock during the thirty-day period preceding
issuance of the shares.
In connection with the goodwill recorded as a result of the acquisition of
the Acquired Businesses and subsequent valuation of contingent consideration, we
presented pro forma and actual amortization expense of approximately $106.6 and
$125.8 million for years ended December 31, 1999 and 2000, respectively.
Management of the Company has continually reviewed the impairment and
potential recoverability of the goodwill, as events and changes in circumstances
have warranted, determining whether or not any of the goodwill associated with
the acquisitions described above has been impaired. In the fourth quarter of
2000, as part of the Company's restructuring plan, the Company exited certain
lines of business of four of the Acquired Businesses and approximately
$114.5 million of unamortized goodwill was written off. This action resulted in
a charge in the statement of operations for the year ended December 31, 2000.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("SFAS 133") as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133," and
SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," is effective for the Company as of January 1, 2001. SFAS 133
requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. Adoption of these new accounting standards
on January 1, 2001, will have no effect on the Company, as Luminant does not
have derivative instruments or engage in any hedging activity.
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin 101 ("SAB 101"), "Revenue Recognition in Financial Statements," in
December 1999. SAB 101 summarizes some of the SEC staff's views in applying
accounting principals generally accepted in the United States to revenue
recognition in financial statements. The Company completed a thorough review of
its revenue recognition policies and determined that its policies are consistent
with SAB 101.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the potential change in an instrument's value caused by, for
example, fluctuations in interest and currency exchange rates. We have not
purchased any futures contracts, nor have we purchased or held any derivative
financial instruments for trading purposes during the period covered by this
report. Our primary market risk exposure is the risk that interest rates on our
outstanding borrowings may increase.
We currently have various lines of credit and notes payable with aggregate
maximum borrowings totaling approximately $10.3 million. An increase in the
prime rate (a benchmark pursuant to which interest rates applicable to
borrowings under the credit facilities may be set) equal to 10% of the prime
rate, for example, would have increased our consolidated interest under these
lines and notes by approximately $0.07 million for the year ended December 31,
2000. Based on maximum borrowing levels under the Wells Fargo line of credit, a
10% increase in the interest rate would increase annual interest expense for the
line of credit by approximately $0.04 million. We have not entered into any
interest rate swaps or other hedging arrangements with respect to the interest
obligations under these lines of credit.
We are exposed to interest rate risk on our convertible debentures. The fair
value of this fixed rate debt is sensitive to changes in interest rates. If
market rates decline, the required payments will exceed those based on current
market rates. Under our current policy, we do not use interest rate derivative
instruments to manage our risk of interest rate fluctuations. We do not believe
such risk is material to our results of operations.
29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Luminant Worldwide Corporation and Subsidiaries PAGE
Report of Independent Public Accountants F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000 F-3
Consolidated Statements of Operations for the Years Ended
December 31, 1998, 1999, and 2000 F-4
Consolidated Statements of Changes in Stockholders' Equity
for the Years Ended December 31, 1998, 1999, and 2000 F-5
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1998, 1999, and 2000 F-6
Notes to the Consolidated Financial Statements F-7
Report of Independent Public Accountants on Financial
Statement Schedule F-29
Schedule II--Valuation and Qualifying Accounts for the Years
Ended December 31, 1998, 1999, and 2000 F-30
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of Luminant Worldwide Corporation:
We have audited the accompanying consolidated balance sheets of Luminant
Worldwide Corporation (a Delaware corporation) and subsidiaries (the "Company")
as of December 31, 1999 and 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Luminant Worldwide
Corporation and subsidiaries as of December 31, 1999 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 13, 2001
F-2
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
DECEMBER 31, DECEMBER 31,
1999 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents................................. $ 30,508 $ 7,794
Cash pledged as security for line of credit............... -- 7,500
Accounts receivable (net of allowance of $1,609 and
$11,813 at December 31, 1999 and 2000, respectively).... 20,524 20,297
Unbilled revenues......................................... 3,185 2,017
Related party, employee and other receivables (net of
allowance of $0 and $1,988 at December 31, 1999 and
2000, respectively)..................................... 3,216 6,209
Prepaid expenses and other assets......................... 1,432 239
-------- ---------
Total current assets...................................... 58,865 44,056
Property & equipment (net of accumulated depreciation of
$1,328 and $5,910 at December 31, 1999 and 2000,
respectively)............................................. 6,193 13,815
Goodwill (net of accumulated amortization of $31,792 and
$75,834 at December 31, 1999 and 2000, respectively)...... 332,679 103,607
Other....................................................... 430 1,287
-------- ---------
Total assets.............................................. $398,167 $ 162,765
======== =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable (including cash overdraft of $380 and
$1,774 at December 31, 1999 and 2000, respectively)..... $ 9,447 $ 17,617
Customer deposits......................................... 2,415 1,262
Accrued & other liabilities............................... 11,167 15,712
Contingent consideration.................................. 45,006 3,292
Line of credit............................................ 3,140 7,177
6% convertible debentures................................. -- 13,716
Current maturities of long-term debt...................... 1,072 803
-------- ---------
Total current liabilities................................. 72,247 59,579
Long-term liabilities:
Long-term debt, net of current maturities................. 3,829 2,313
Other long-term liabilities............................... -- 309
-------- ---------
Total long-term liabilities............................... 3,829 2,622
-------- ---------
Total liabilities......................................... 76,076 62,201
Commitments and contingencies
Stockholders' equity:
Common stock: $0.01 par value, 100,000,000 shares
authorized, 24,566,449 and 27,469,936 issued and
outstanding at December 31, 1999 and 2000,
respectively............................................ 246 275
Additional paid-in capital................................ 390,645 450,203
Retained deficit.......................................... (68,800) (349,914)
-------- ---------
Total stockholders' equity.............................. 322,091 100,564
-------- ---------
Total liabilities & stockholders' equity................ $398,167 $ 162,765
======== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
F-3
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1999 2000
-------- -------- ---------
Revenues.................................................... $9,226 $ 52,115 $ 134,630
Cost of services............................................ 4,948 28,812 83,699
------ -------- ---------
Gross margin................................................ 4,278 23,303 50,931
Selling, general and administrative expenses................ 4,149 20,443 66,063
Bad debt expense............................................ 78 464 13,371
Equity based compensation expense........................... -- 15,874 1,734
Intangibles amortization.................................... 50 31,684 125,830
Goodwill related to abandonment of operations of certain
acquired companies........................................ -- -- 114,455
Restructuring charge........................................ -- -- 7,664
------ -------- ---------
Income (loss) from operations............................... 1 (45,162) (278,186)
Other income (expenses):
Interest expense, net..................................... (50) (322) (750)
Other (expense) income, net............................... (27) 347 --
------ -------- ---------
Loss before provision for income taxes...................... (76) (45,137) (278,936)
Provision for income taxes.................................. -- -- --
------ -------- ---------
Net loss.................................................... $ (76) $(45,137) $(278,936)
====== ======== =========
Net loss per share:
Basic and diluted......................................... $(0.02) $ (4.54) $ (10.55)
====== ======== =========
Weighted average shares outstanding:
Basic and diluted......................................... 3,539 9,945 26,441
====== ======== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
F-4
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
COMMON STOCK ADDITIONAL
------------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-------- -------- ---------- --------- ---------
BALANCE, DECEMBER 31, 1997................... 3,339 $ 33 $ 942 $ (374) $ 601
Common stock issued.......................... 486 5 939 -- 944
Net loss..................................... -- -- -- (76) (76)
------ ---- -------- --------- ---------
BALANCE, DECEMBER 31, 1998................... 3,825 38 1,881 (450) 1,469
Activity prior to acquisition of the Acquired
Businesses and initial public offering:
Common stock issued for acquisitions by the
accounting acquirer...................... 853 9 14,542 -- 14,551
Value of stock options granted in
acquisitions by the accounting
acquirer................................. -- -- 489 -- 489
Equity-related compensation................ -- -- 3,872 -- 3,872
Activity related to the acquisition of the
Acquired Businesses and the initial public
offering:
Distribution to stockholders of the
accounting acquirer...................... -- -- -- (23,213) (23,213)
Common stock issued to owners of acquired
businesses............................... 13,756 137 213,476 -- 213,613
Equity-related acquisition fees to
sponsor.................................. -- -- 21,038 -- 21,038
Value of options granted to Young &
Rubicam.................................. -- -- 25,974 -- 25,974
Value of options granted to previous option
holders of the Acquired Businesses....... -- -- 9,342 -- 9,342
Common stock issued in initial public
offering, including shares sold to Young
& Rubicam, net of costs.................. 5,779 58 88,257 -- 88,315
Equity related compensation for shares held
by current and former management of
Luminant..................................... -- -- 11,184 -- 11,184
Options exercised............................ 353 4 590 -- 594
Net Loss................................. -- -- -- (45,137) (45,137)
------ ---- -------- --------- ---------
BALANCE, DECEMBER 31, 1999................... 24,566 246 390,645 (68,800) 322,091
Common stock, issued as contingent
consideration............................ 1,676 17 47,282 (2,178) 45,121
Value of warrants issued with 6%
convertible debentures................... -- -- 3,549 -- 3,549
Options exercised.......................... 314 3 354 -- 357
Common stock, issued in acquisition of New
York Consulting Partners................. 624 6 6,306 -- 6,312
Common stock, issued through employee stock
purchase plan............................ 286 3 233 -- 236
Equity related compensation for shares held
by current and former management of
Luminant................................. -- -- 1,696 -- 1,696
Other...................................... 4 -- 138 -- 138
Net loss................................... -- -- -- (278,936) (278,936)
------ ---- -------- --------- ---------
BALANCE, DECEMBER 31, 2000................... 27,470 $275 $450,203 $(349,914) $ 100,564
====== ==== ======== ========= =========
F-5
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED DECEMBER 31,
-------------------------------
1998 1999 2000
-------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.................................................... $ (76) $(45,137) $(278,936)
Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
Depreciation and amortization............................. 273 32,735 130,468
Abandonment of operations of certain acquired companies... -- -- 114,455
Disposition of assets associated with restructuring....... -- -- 586
Accretion of original issue discount...................... -- -- 265
Amortization of deferred debt issue costs................. -- -- 39
Equity-related compensation expense....................... -- 15,874 1,696
Bad debt provisions....................................... 78 464 13,371
Expenses for warrants issued to a customer................ -- 1,364 76
Loss (gain) on disposition of assets...................... 28 -- (1)
Changes in assets and liabilities:
Increase in accounts receivable......................... (1,359) (5,121) (11,156)
Decrease (increase) in unbilled revenues................ 33 (1,163) 1,168
Increase in related party and other receivables......... -- (3,167) (4,981)
(Increase) decrease in prepaid expenses and other
current assets......................................... (36) (374) 1,193
Decrease in other assets................................ 1 1,418 103
Increase in accounts payable............................ 187 3,943 8,170
(Increase) decrease in customer deposits................ -- 1,421 (1,153)
Increase in accrued & other liabilities and other....... 628 5,429 4,546
Increase in other long-term liabilities................. -- -- 309
------- -------- ---------
Net cash (used in) provided by operating activities... (243) 7,686 (19,782)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................ (767) (3,109) (13,016)
Payments for acquisitions accounted for as purchases........ -- (37,681) (1,433)
Cash acquired in acquisitions by accounting acquirer........ -- 28 --
Dispositions of property.................................... -- -- 172
------- -------- ---------
Net cash used in investing activities................. (767) (40,762) (14,277)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable................................. 125 5,930 7,177
Repayments of notes payable................................. -- (8,920) (3,140)
Proceeds from 6% convertible debentures..................... -- -- 13,451
Proceeds from long-term debt................................ -- 1,085 --
Repayments of long-term debt................................ (70) (207) (1,785)
Proceeds from issuance of warrants.......................... -- -- 3,549
Deferred debt issue costs................................... -- -- (1,000)
Distributions to stockholders of the accounting acquirer.... -- (23,213) --
Proceeds from issuances of common stock:
Proceeds from issuance of common stock.................... 944 88,315 --
Proceeds from issuance of common stock under employee
stock purchase plan..................................... -- -- 236
Proceeds from options exercised........................... -- 594 357
------- -------- ---------
Net cash provided by financing activities............. 999 63,584 18,845
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS,
INCLUDING CASH PLEDGED AS SECURITY FOR LINE OF CREDIT..... (11) 30,508 (15,214)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD............ 11 -- 30,508
------- -------- ---------
CASH AND CASH EQUIVALENTS INCLUDING CASH PLEDGED AS SECURITY
FOR LINE OF CREDIT AT END OF PERIOD....................... $ -- $ 30,508 $ 15,294
======= ======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest.................. $ 49 $ 238 $ --
Cash paid during the period for taxes..................... $ -- $ -- $ --
NONCASH INVESTING ACTIVITY:
Extinguishment of contingent consideration through the
issuance of common stock, including distributions to
accounting acquirer..................................... $ -- $ -- $ 44,951
Fair value of assets acquired in business acquisition..... $ -- $ -- $ 6,179
Options issued to non-employees........................... $ -- $ -- $ 31
Additional contingent consideration paid to former
owners.................................................. $ -- $ -- $ 170
Additional contingent consideration paid to former owners
of New York Consulting Partners......................... $ -- $300,063 $ 133
Extinguishment of liability through issuance of common
stock................................................... $ -- $ -- $ 107
The accompanying notes are an integral part
of these consolidated financial statements.
F-6
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. OPERATIONAL TRANSITIONING, RESTRUCTURE AND LIQUIDITY:
OPERATIONAL TRANSITIONING AND RESTRUCTURING
At the end of the third quarter of 2000, the Board of Directors concluded
that a fundamental change in the business model of Luminant Worldwide
Corporation, a Delaware Corporation ("Luminant", the "Company"), was required.
This need for change was brought about by deepening losses, continued negative
cash flow, and a change in the environment in which the Company operates. A new
CEO was appointed, additional financing was obtained in the form of convertible
debentures, and a process was begun to reduce costs. To reduce costs, the
Company identified those business lines where it considered itself to have a
competitive advantage as areas for focus in the future. In those business lines
where the Company did not believe it had a competitive advantage, the Company
elected to exit those activities.
During the fourth quarter of 2000, the Company reduced headcount, closed
locations, and exited certain lines of business related to certain businesses
acquired in 1999. The Company has identified and included in a Restructuring
Charge (see Note 7) the costs specifically related to accomplishing this effort.
Of the approximately $7.7 million included in the Restructuring Charge,
approximately $4.7 million was incurred in 2000 and approximately $3.0 million
is included in accrued liabilities and is expected to be paid in 2001. In
addition, goodwill of approximately $114.5 million related to the business lines
that were exited was written off in the fourth quarter of 2000.
During the fourth quarter of 2000, it also became clear that a certain group
of customers were experiencing financial difficulties. The Company made
additional reviews and assessments of the collectibility of certain accounts and
as a result made an additional provision for uncollectible accounts of
approximately $6.0 million in the fourth quarter. In addition, subsequent to
year end, the Company reorganized its accounts receivable monitoring process in
an attempt to improve its timely collection of cash.
LIQUIDITY
During the fourth quarter of 2000, the Company and its line of credit lender
modified the agreement to require the Company to deposit $7.5 million of
collateral to allow it to borrow $7.5 million plus 30% of qualifying accounts
receivable. During the third and fourth quarters of 2000, at December 31, 2000
and subsequent to year-end, the Company was in violation of certain covenants
and in March 2001 obtained waivers and amendments to the agreement and as of
March 31, 2001 was in compliance with its covenants. Should the Company be in
default and payment demanded on this line, a cross-default of the convertible
subordinated debentures would occur and these could be due and payable in cash
(see Note 9).
In addition, the debentures contain a requirement that the Company's stock
remain listed on the NASDAQ. Should the Company's stock be delisted, this would
be an event of default. Management has reviewed its alternatives and believes it
has alternatives to ensure that its stock remains listed. These debentures have
a provision that allows the holders to "put" portions to the Company for
repayment. If these holders require repayment, the Company has the ability and
intends to use common stock to satisfy the requirement unless cash flows and
circumstances would otherwise dictate.
In addition, management and the Board of Directors have concluded that
certain accrued bonuses of approximately $6.3 million at December 31, 2000, will
be paid either in common stock or cash at the Company's option. If the payments
are to be made in cash, the payments will only be made when cash
F-7
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. OPERATIONAL TRANSITIONING, RESTRUCTURE AND LIQUIDITY: (CONTINUED)
flows meet certain criteria approved by the Board of Directors to ensure an
adequate cash balance to fund the operations of the business during the upcoming
year.
Management believes that its efforts to focus on customers in lines of
business where it has a competitive advantage, to reduce payroll and other
costs, and to speed collection of accounts receivable will significantly improve
its cash flow. Management believes that this improved cash flow, cash on hand,
normal vendor credit, and borrowings available under the line of credit are
sufficient to provide adequate financing for its operations through March 2002.
2. ORGANIZATION:
The Company was founded in August 1998 to create a leading single-source
Internet service company that provides electronic commerce professional services
to Global 1000 companies, Internet based companies and other organizations.
Prior to September 1999, it did not conduct any material operations. On
September 21, 1999, it completed its initial public offering of its common stock
and concurrently acquired seven operating businesses and the assets of Brand
Dialogue-New York (collectively the "Acquired Businesses").
For financial statement presentation purposes, (i) Align Solutions Corp.
("Align"), one of the Acquired Businesses, is presented as the acquirer of the
other Acquired Businesses and Luminant (ii) these acquisitions are accounted for
in accordance with the purchase method of accounting and (iii) the effective
date of these acquisitions is September 21, 1999. The term "Company" is used to
describe (i) Align prior to September 21, 1999 and (ii) Align, the other
Acquired Businesses and Luminant on that date and thereafter.
On September 21, 1999, the Company completed the initial public offering
(the "IPO") of 4,943,986 shares (including the exercise of the underwriters'
over-allotment option) and 835,000 shares of non-voting common stock directly to
Young & Rubicam at $18.00 per share. Proceeds from the IPO, net of underwriting
commissions and offering costs, were approximately $88,314,830. The underwriters
retained $7,178,764 in the form of discounts and commissions in connection with
the IPO. The remaining costs of the IPO were $8,526,154.
Simultaneously with the closing of the IPO, the Company acquired the
Acquired Businesses. The shares of common stock and stock options that were held
by the stockholders of Align have been restated for all periods to reflect the
conversion of Align's historical share amounts into those of Luminant. The cash
paid to Align in the acquisition is recorded as a distribution to the
stockholders.
Since Align was the accounting acquirer, shares of Luminant common stock
outstanding immediately prior to the IPO were valued at the offering price and,
for the shares owned by the sponsor, treated as $16,486,200 of
acquisition-related costs and included in goodwill. The sponsor does not
participate in the management of Luminant. One-half of the 505,796 shares owned
by Luminant's Chief Executive Officer, 252,898 shares, were valued at the
offering price and treated as $4,552,164 of acquisition related costs and
included in goodwill. Luminant believes that the $4,552,164 represents the fair
value of the portion of the services rendered by the Chief Executive Officer
attributable to acquisition-related activities. The remaining 663,002 shares
owned or indirectly owned by the management of Luminant, including one-half of
the Chief Executive Officer's shares, were valued at the offering price and
accounted for, after reduction for the $1,000,000 of consideration paid for the
shares, as a $10,934,036 nonrecurring equity-related signing bonus expense. In
addition, the former
F-8
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ORGANIZATION: (CONTINUED)
Chief Financial Officer received options to purchase 13,889 shares of common
stock at $.01 per share. A nonrecurring equity-related compensation expense of
$250,000 was recorded for these options.
The aggregate consideration paid by Luminant to acquire the seven companies
(excluding Align as the accounting acquirer) was $285,863,742, consisting of:
(i) $35,910,000 in cash; (ii) 11,924,319 shares of common stock; (iii) options
with an estimated fair value of $9,342,000 to former option holders at two of
the Acquired Businesses; and (iv) options with an estimated fair value of
$25,974,000 to the former owners of one of the Acquired Businesses.
AMOUNT
------------
Consideration paid.......................................... $285,863,742
Equity-related acquisition fees............................. 21,038,364
Cash acquisition fees and expenses.......................... 3,779,045
Liabilities assumed......................................... 16,303,594
Less: Estimated fair value of tangible assets............... (23,535,290)
------------
Goodwill.................................................... $303,449,455
============
In addition to the purchase price, the purchase agreements include
provisions for contingent consideration based on achievement of financial goals
of the individual Acquired Businesses for the period from July 1, 1999 to
December 31, 1999 and consolidated results of the eight Acquired Businesses for
the period from January 1, 2000 to June 30, 2000. In March 2000, the Company
issued 1,661,392 shares of common stock valued at approximately $47.2 million
and cash of $55,000 as contingent consideration to the former owners of five of
the eight Acquired Businesses as a result of the operations of the individual
Acquired Businesses during the period from July 1, 1999 through December 31,
1999. There was no contingent consideration due for the period from January 1,
2000 through June 30, 2000.
Certain former owners of one of the Acquired Businesses are still eligible
to receive additional contingent consideration through June 30, 2002, based upon
the amount of certain types of revenues the Company receives from a particular
client. During the period from July 1, 1999 through December 31, 1999, the
amount earned by these former owners resulting from the aforementioned revenues
totaled approximately $170,000. On May 10, 2000, the Company issued 14,645
shares in payment of this contingent consideration. During the periods from
January 1, 2000 through June 30, 2000, and July 1, 2000 through December 31,
2000, the amount of contingent consideration earned by these former owners
totaled approximately $2.2 million and $1.1 million, respectively. This
contingent consideration is payable no later than thirty days after completion
of the audit for the fiscal year 2000. The Company currently intends to pay all
of the contingent consideration earned during the aforementioned periods in
shares of Luminant common stock. The number of shares to be issued will be
determined based on the average trading price of Luminant common stock during
the thirty-day period preceding issuance of the shares.
During 1999, and prior to Luminant's acquisition of the Acquired Businesses,
Align acquired three Internet consulting businesses, all of which were accounted
for as purchase business combinations. The three businesses were Synapse
Group, Inc., Fifth Gear Media Corporation and inmedia, inc. The aggregate
consideration paid for these three acquisitions consisted of 853,204 shares of
Align's common stock and 46,448 options with an estimated fair value of
$15,040,455. All share amounts and option
F-9
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2. ORGANIZATION: (CONTINUED)
amounts have been adjusted for the conversion of Align common stock into
Luminant common stock. The allocation of the purchase price is set forth below:
AMOUNT
-----------
Consideration paid.......................................... $15,040,455
Liabilities assumed......................................... 2,103,758
Less: Estimated fair value of tangible assets............... (1,278,298)
-----------
Goodwill.................................................... $15,865,915
===========
Goodwill is amortized over three years based on an analysis of the
characteristics of the combined Company. The amount of amortization expense
recorded for the period ended December 31, 1999 was $31,684,000 and $125,830,000
for the period ended December 31, 2000.
UNAUDITED PRO FORMA INFORMATION
Unaudited pro forma combined results of operations for the years ended
December 31, 1998 and 1999 as though the companies had combined at the beginning
of the period were:
PRO FORMA
YEAR ENDED
DECEMBER 31,
---------------------
1998 1999
--------- ---------
(UNAUDITED, IN
THOUSANDS,
EXCEPT PER SHARE
DATA)
Revenues.............................................. $ 54,846 $ 97,986
Loss before provision for income taxes................ $(118,502) $(120,367)
Net loss.............................................. $(118,502) $(120,367)
Net loss per share.................................... $ (4.96) $ (5.01)
Weighted average shares outstanding................... 23,902 24,015
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. Cash equivalents are
carried at cost, which approximates fair market value.
CASH PLEDGED AS SECURTIY FOR LINE OF CREDIT
The Company has cash held as collateral on borrowings under its current line
of credit. The balance is included in the accompanying consolidated balance
sheets as "cash pledged as security for line of credit" and is invested in
highly liquid investments with an original maturity of three months or less.
F-10
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are depreciated over the shorter of the lease term or useful life.
The costs and related accumulated depreciation of property and equipment sold,
retired, or disposed of are removed from the accounts and any gains or losses
are reflected in the statements of operations. Expenditures for major
acquisitions and improvements are capitalized while expenditures for maintenance
and repairs are expensed as incurred.
GOODWILL
Goodwill represents the excess of the purchase price over the fair value of
tangible and identified intangible assets acquired. Goodwill is amortized on a
straight-line basis over three years. Amortization expense totaled $50,000,
$31,684,000 and $125,830,000 for the years ended December 31, 1998, 1999, and
2000, respectively. Goodwill of approximately $114.5 million was written off in
2000 (see Note 1).
INCOME TAXES
Income taxes are accounted for using an asset and liability approach which
requires the recognition of taxes payable or refundable for the current year and
deferred tax liabilities and assets for the future tax consequences of events
that have been recognized in the Company's financial statements or tax returns.
The measurement of current and deferred tax liabilities and assets is based on
provisions of the enacted tax law. The effects of future changes in tax laws or
rates are not anticipated. If necessary, the measurement of deferred tax assets
is reduced by the amount of any tax benefit that, based on available evidence,
is not expected to be realized. Due to the uncertainty of the ability of the
Company to generate future taxable income, the tax benefit of the Company's loss
has been fully reserved.
REVENUE RECOGNITION
Revenues are recognized for time and materials-based arrangements as
services are performed and for fixed fee arrangements using the
percentage-of-completion method. Under this approach, revenues and gross profit
are recognized as the work is performed, based on the ratio of costs incurred to
total estimated costs at completion. Unbilled revenues on contracts are
comprised of labor costs incurred, plus earnings on certain contracts that have
not been billed. Provisions for estimated losses on uncompleted contracts are
made in the period in which such losses are determined.
COST OF SERVICES
Cost of services is comprised primarily of salaries, employee benefits, and
incentive compensation of billable employees.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to make their presentation
consistent with the current year.
F-11
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
CONSOLIDATION
The accompanying consolidated financial statements and related notes to the
consolidated financial statements include the accounts of Align for all periods
prior to the acquisition of the Acquired Businesses and the accounts of the
Acquired Businesses and Luminant from the acquisition date. All significant
intercompany balances and transactions have been eliminated.
ACCOUNTING FOR STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") allows either adoption of a fair value
based method of accounting for stock-based compensation or continuation under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). The Company has chosen to account for stock-based
compensation using the intrinsic value based method prescribed in APB 25 and
provide the pro forma disclosure provision of SFAS 123 (see Note 12).
Accordingly, compensation cost for stock options is measured as the excess, if
any, of the fair market value of the Company's stock over the exercise price at
the date of the grant.
COMPREHENSIVE INCOME (LOSS)
The Company follows the Financial Accounting Standards Board Statement
No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes
standards for reporting comprehensive income and its components within the
financial statements. Comprehensive income is defined as all changes in the
equity of a business enterprise from transactions and other events and
circumstances, except those resulting from investments by owners and
distributions to owners. The Company's comprehensive income (loss) components
are immaterial for the years ended December 30, 1998, 1999, and 2000; therefore,
comprehensive income (loss) is the same as net loss for all periods.
CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to a
concentration of credit risk, consist of cash equivalents and accounts
receivable. The Company attempts to limit its credit risk associated with cash
equivalents by utilizing outside investment managers to place the Company's
short-term investments with highly rated corporate and financial institutions.
With respect to accounts receivable, the Company performs ongoing credit
evaluations of the customers and generally does not require collateral on
accounts receivable. The Company maintains allowances for potential credit
losses. The Company has reduced participation with certain classes of customers
because of the deterioration of the industry as a whole and of these companies.
The Company has experienced abnormally high bad debt expenses and has
implemented procedures to reduce exposure and focus on a larger, more stable
customer base and controls to monitor collections. As of December 31, 1999 the
allowance for doubtful accounts was approximately $1.6 million and for
December 31, 2000 the allowance for doubtful accounts was approximately
$11.8 million.
USE OF ESTIMATES
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions. Those estimates and assumptions
affect the reported amounts of assets and liabilities and disclosure of
F-12
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used in estimating the fair value
disclosures for the Company's financial instruments. For cash and cash
equivalents, the carrying amounts reported in the Consolidated Balance Sheets
are equal to fair value. For debt, the estimated fair value is based upon quoted
market prices for publicly traded debt and based on the appropriate interest
rate at year-end.
ACCOUNTING FOR LONG-LIVED ASSETS
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of",
("SFAS 121") establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used, and long-lived assets and certain identifiable intangibles
to be disposed of. SFAS 121 requires that those assets to be held and used be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable through future cash
flows. SFAS 121 requires that those assets to be disposed of be reported at the
lower of the carrying amount or the fair value less cost to sell. See Note 1 for
a discussion of the goodwill related to lines of business that were exited. The
Company will continue to evaluate the effect of SFAS 121 in subsequent periods.
SEGMENT REPORTING
Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information", ("SFAS 131") requires that
companies report separately information about each significant operating segment
reviewed by the chief operating decision maker. All segments that meet a
threshold of 10% of revenues, reported profit or loss, or combined assets are
defined as significant segments. During 1998, 1999, and 2000, the Company
operated as one segment and all operations and long-lived assets were in the
United States.
NEW ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities," ("SFAS 133") as amended by
SFAS 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133," and
SFAS 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities," is effective for the Company as of January 1, 2001. SFAS 133
requires that an entity recognize all derivatives as either assets or
liabilities measured at fair value. Adoption of these new accounting standards
on January 1, 2001, will have no effect on the Company, as the Company does not
have derivative instruments or engage in any hedging activities.
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin 101, "Revenue Recognition in Financial Statements," ("SAB 101") in
December 1999. SAB 101 summarizes some of the SEC staff's views in applying
accounting principles generally accepted in the United States to revenue
recognition in financial statements. The Company completed a thorough review of
its revenue recognition policies and determined that its policies are consistent
with SAB 101.
F-13
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. SIGNIFICANT CUSTOMERS:
During the year ended December 31, 2000, sales to the Company's two largest
customers accounted for 9.5% and 7.1% of revenues. During the year ended
December 31, 1999, sales to the Company's two largest customers accounted for
9.3% and 6.3% of revenues. During the year ended December 31, 1998, sales to the
Company's two largest customers accounted for 21% and 19% of revenues.
As of December 31, 2000, accounts receivable from two customers were
approximately $1.9 million and $1.7 million and accounted for 10.8% and 9.3% of
net accounts receivable, respectively. Subsequent to year end, the Company has
collected approximately $1.9 million and $1.4 million of these accounts,
respectively.
5. PROPERTY AND EQUIPMENT:
Property and equipment is comprised of the following as of December 31, 1999
and 2000:
USEFUL LIFE 1999 2000
----------- ----------- -----------
Computer equipment............................... 2-4 $ 4,314,584 $ 8,620,480
Furniture & fixtures............................. 5-7 924,762 3,059,958
Leasehold improvements........................... 1-8 839,017 4,786,859
Computer software................................ 1-7 796,429 2,827,627
Automobiles...................................... 3-5 118,902 --
Construction-in-progress......................... -- 527,290 429,591
----------- -----------
7,520,984 19,724,515
Less--Accumulated depreciation................... (1,328,425) (5,909,943)
----------- -----------
Property & equipment, net........................ $ 6,192,559 $13,814,572
=========== ===========
Depreciation expense was $222,588, $1,050,873, and $4,638,521 for the years
ended December 31, 1998, 1999, and 2000, respectively. The Company had $527,000
and $537,000 of computer equipment under capital lease included in property and
equipment in the accompanying consolidated balance sheets at December 31, 1999
and 2000, respectively. Accumulated depreciation of the capitalized leased
computer equipment was $210,000 and $399,000 at December 31, 1999 and 2000,
respectively. Depreciation expense for the years ended December 31, 1998, 1999,
and 2000 includes $53,000, $42,000, and $196,000, respectively, related to
leased equipment.
F-14
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
6. ACCRUED AND OTHER LIABILITIES:
Accrued liabilities is comprised of the following as of December 31, 1999
and 2000:
1999 2000
----------- -----------
Bonus, commissions and other employee
compensation..................................... $ 4,744,958 $ 7,397,352
Withholding, payroll and operating taxes payable... 2,528,623 160,248
Expense related to warrants issued to a customer... 1,363,866 1,439,589
Restructuring...................................... -- 2,999,403
Accrued interest................................... 84,100 341,882
Severance and settlement costs..................... -- 708,424
Other accrued liabilities.......................... 2,445,112 2,665,193
----------- -----------
Total accrued and other liabilities................ $11,166,659 $15,712,091
=========== ===========
7. RESTRUCTURING CHARGE:
During the third and fourth quarters of 2000, Luminant recorded
restructuring charges totaling $7.7 million, consisting of $6.1 million for
severance and $1.6 million for cancellation or negotiated reductions of certain
facility leases, cancellation of contracts for services that are not critical to
the Company's core business strategy, and other related restructuring charges.
These restructuring charges were to align Luminant's cost structure with the
changing market conditions, decreased demand for Luminant's services and to
create a more efficient organization. The plan resulted in headcount reductions
of approximately 250 employees. Many of the positions that were eliminated
related to planned office closures in Reston, Virginia, and Denver, Colorado, as
well as office reductions in New York, New York, Seattle, Washington, and
Washington, D.C.
Total cash outlay for the restructuring charges was approximately
$4.7 million in 2000. This outlay related to severance payments made to former
employees and costs associated with office closures and office reductions. The
remaining $3.0 million of restructuring charges will be paid in 2001 and
primarily relate to severance payments.
8. EQUITY BASED COMPENSATION:
The Company has equity-related compensation expense relating to the value of
options granted at exercise prices below fair market value to employees of Align
and certain employees of businesses acquired by Align. As all these options
continue to vest, equity-related compensation expense in a given period relating
to these options will decline. Equity-related compensation expense incurred with
respect to these options was approximately $0, $15.9 million and $1.7 million,
for the years ended December 31, 1998, 1999 and 2000, respectively.
9. DEBT:
LINE OF CREDIT
In March 2000, the Company entered into a $15 million revolving credit
agreement with Wells Fargo Business Credit, Inc. ("Wells Fargo") for a senior
secured credit facility. The initial term of the credit agreement extends until
March 31, 2003 and is automatically renewable for successive one-year terms
thereafter unless the Company provides Wells Fargo with ninety days written
notice of its
F-15
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. DEBT: (CONTINUED)
election not to renew the credit facility. Borrowings under this credit
agreement accrue interest at a rate of, at the Company's option, either (1) the
prime rate of Wells Fargo Bank, N.A.-San Francisco, or (2) the rate at which
U.S. Dollar deposits are offered to major banks in the London interbank
Eurodollar market (as adjusted to satisfy the reserve requirements of the
Federal Reserve System) plus 250 basis points. The credit agreement also
contains representations, warranties, covenants and other terms and conditions
typical of credit facilities of such size, including financial covenants, and
restriction on certain acquisitions. As of December 31, 2000, borrowings of
approximately $7.2 million were outstanding under this revolving credit
agreement. The weighted average interest rate on these obligations as of such
date was 7.1%. Potential borrowings on the line are calculated as 100% of the
cash pledged as security for line of credit (see Note 3) plus 30% of eligible
receivables defined as individual receivables less than 90 days old where no
more than 25% of the account balance is greater than 90 days old.
In July and October 2000, Wells Fargo notified Luminant that the Company was
in default of specified reporting and financial ratio covenants contained in the
credit agreement. In addition, in March 2001, Wells Fargo notified Luminant that
the Company was in default of the credit agreement covenant which required a
minimum tangible net worth of $30 million, as well as the requirement that the
Company not incur, for the year ended December 31, 2000, a loss (before
interest, income taxes, depreciation and amortization) in excess of
$12.5 million. In each of the instances of default described above in this
paragraph, Wells Fargo agreed to waive the applicable defaults and amend certain
terms of the credit agreement, in each case in exchange for consideration of
$200,000. If the line of credit with Wells Fargo was declared in default and
payment demanded by Wells Fargo, the debenture holders would have the ability to
demand payment in cash of all principal and interest. Neither debt holder
demanded payment and as discussed in the next paragraph, the Company is now in
compliance with its debt covenants.
In March 2001, Wells Fargo and Luminant entered into the Third Amendment to
the Credit and Security Agreement, which waived all prior covenant violations
and amended and modified those covenants. Among other terms, the Third Amendment
replaced certain existing financial covenants with the requirements that
(1) the Company maintains certain fixed charge coverage as specified therein,
and (2) the Company does not incur more than $4.5 million in capital
expenditures during the year ended December 31, 2001. The terms of the Third
Amendment also prohibits the Company from, or permitting any controlled
affiliates from consolidating or merging with or into any other person or
acquiring all or substantially all of the assets of another person. Management
of the Company believes that it can maintain compliance with the revised
covenants through March 2002.
CONVERTIBLE DEBENTURES
On September 21, 2000, the Company entered into a convertible debenture
purchase agreement, due September 21, 2003, with Montrose Investments Ltd.,
Strong River Investments Inc. and James R. Corey, Chief Executive Officer,
President and Director. Under the terms of the agreement, the Company sold to
Montrose and Strong River warrants, exercisable through September 21, 2005, to
purchase up to 1,373,626 shares of common stock at $2.73 per share, as well as
6% convertible debentures in an aggregate principal amount equal to
$15 million, convertible into a total of 6,000,000 shares of common stock. Under
the same agreement, the Company sold to Mr. Corey warrants, exercisable through
September 21, 2005, to purchase up to 183,150 shares of common stock at $2.73
per share, as well as 6% convertible debentures in an aggregate principal amount
equal to $2 million,
F-16
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. DEBT: (CONTINUED)
convertible into a total of 800,000 shares of common stock. The number of shares
into which the debentures may be converted, the exercise price of the warrants
and in some cases the number of warrants, will be adjusted if the Company issues
shares of common stock at a price lower than the conversion price or exercise
price, as applicable, or if the Company conducts a stock split, stock dividend
or similar transaction. The holders of the debentures have the right to put to
the Company any outstanding debentures, including any interest or other amounts
outstanding thereunder, in return for cash or common stock up to the limit
described below, at the Company's election, at the lower of (1) the then
prevailing conversion price of the debentures, or (2) the average closing price
of Luminant's common stock for the five trading days preceding the date such
right is exercised.
The holder of such debentures is, among other things, prohibited from using
them to acquire shares of Luminant common stock to the extent that such
acquisition would result in such holder, together with any affiliate thereof,
beneficially owning in excess of 4.999% of the outstanding shares of common
stock following such acquisition. This restriction may be waived by a holder
upon not less than 60 days prior notice to the Company. If the debenture holders
do not waive such restriction upon conversion of the debentures, the debenture
holders could choose to require the Company to retain for future conversion any
principal amount tendered for conversion in excess of the 4.999% restriction or
require the Company to return to such debenture holder the excess principal
amount of the outstanding debentures to the debenture holder.
Of the $17.0 million in gross proceeds, $3.5 million was allocated to the
warrants and is included in additional paid in capital in the accompanying
consolidated balance sheets. The debt is recorded on the Company's consolidated
financial statements at December 31, 2000, at the value of $13.7 million.
Amortization of the original issue discount, using an effective interest rate of
16.90%, resulted in additional interest expense of $0.3 million during the year
ended December 31, 2000. The accretion of the original issue discount on the
debt will cause an increase in indebtedness from December 31, 2000 to
September 21, 2003 of $3.3 million. The debentures contain a "put" option,
allowing the debenture holders to require the Company to prepay all or a portion
of the then outstanding debt on the first year anniversary of the original issue
date and on each third monthly anniversary thereafter. Consequently, all of the
debt is categorized as a current liability on the consolidated balance sheets.
Under the debentures, a default by Luminant under the credit agreement,
which results in the amounts owed thereunder becoming due and payable prior to
maturity, also triggers a default under the debentures, and gives the holders of
the debentures the right to require Luminant to pay 107% of the principal amount
plus all other amounts outstanding under the debentures, in cash or stock at the
debenture holder's election.
The convertible debentures carry certain covenants that, among other things,
limit the ability of the Company to repurchase capital stock, sell assets, or
engage in mergers, acquisitions and consolidations. In addition, the convertible
debentures contain a requirement that the Company's common stock remain listed
on NASDAQ.
The line of credit and convertible debentures contain restrictive covenants.
At December 31, 2000, the Company was in compliance with, or had obtained
waivers for, all debt covenants. As a result of the acquisitions of the Acquired
Businesses, the Company assumed certain liabilities included in the tables
below.
F-17
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. DEBT: (CONTINUED)
Line of credit and convertible debentures is comprised of the following at
the end of each year:
DECEMBER 31,
------------------------
1999 2000
---------- -----------
6% convertible debentures, net of original issue discount of
$3,283,823, convertible into 6.8 million shares of
Luminant common stock at $2.73 per share, maturing
September 21, 2003........................................ $ -- $13,716,177
Line of Credit payable to a bank bearing interest at prime
(9.5% at December 31, 2000) with interest payable monthly
and maturing March 31, 2003; secured by certain accounts
receivable and certain other assets of the Company........ -- 7,176,500
Line of Credit payable to a bank bearing interest at prime
plus 1.25% (9.75% at December 31, 1999) with interest
payable monthly and maturing March 15, 2000; secured by
certain accounts receivable and certain other assets of
the Company............................................... 1,034,066 --
Line of Credit payable to Wells Fargo bearing interest at
prime plus 1% (9.5% at December 31, 1999), with interest
payable monthly and maturing July 2000; secured by certain
accounts receivable and the personal guarantees of certain
former owners of Acquired Businesses, now stockholders.... 1,750,000 --
Line of Credit payable to a bank bearing interest at prime
plus .5% (9.0% at December 31, 1999), maturing May 2000
secured by certain furniture and fixtures owned by the
Company................................................... 320,000 --
Equipment purchase note payable in installments of $5,182;
maturing July 2000, secured by certain equipment and
furniture owned by the Company............................ 36,265 --
---------- -----------
Notes Payable............................................... $3,140,331 $20,892,677
---------- -----------
LONG-TERM DEBT
As of December 31, 2000, the Company had a total of approximately
$3.1 million in outstanding current and long-term indebtedness (excluding
obligations under the revolving credit facility with Wells Fargo and the
convertible debentures issued September 21, 2000). The weighted average interest
rate on the outstanding obligations (excluding obligations under the revolving
credit facility with Wells Fargo and under the convertible debentures) at
December 31, 2000 was 10.75%.
F-18
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. DEBT: (CONTINUED)
Long-term debt is comprised of the following as of December 31, 1999 and
2000:
DECEMBER 31,
------------------------
1999 2000
----------- ----------
Note payable to related party bearing interest at prime plus
2% and prime plus 3% at December 31, 1999 and 2000,
respectively (10.5% and 12.5% at December 31, 1999 and
2000, respectively), payable in quarterly interest only
payments and annual installments of principal of $574,529,
maturing October 1, 2004.................................. $ 2,872,645 $2,298,116
Note payable to former officer, with monthly payments of
principal and interest of $13,889, maturing July 2005, at
present value assuming a 5.26% discount rate.............. 804,845 677,471
Note payable to a bank bearing interest at prime plus 1%
(9.5% at December 31, 1999), payable in monthly
installments of principal and interest of $7,557, maturing
October 2001; secured by accounts receivable, equipment,
and the personal guarantees of certain stockholders....... 136,523 --
Note payable bearing interest at 10.05%, payable in monthly
installments of principal & interest of $1,138 with a
balloon payment of $40,007, maturing December 2001........ 56,453 --
Note payable bearing interest at 8.80%, payable in monthly
installments of principal & interest of $1,227 with a
balloon payment of $34,322, maturing January 2002......... 55,495 --
Note payable to a bank bearing interest at prime plus 1.25%
(9.75% at December 31, 1999) payable in monthly
installments of principal and interest of $2,085, maturing
December 2003; secured by personal guarantee of former
majority owner of one of Align's acquisitions............. 93,006 --
Term loan bearing interest at 8.35%, payable in 48 equal
monthly installments commencing January 30, 2000, secured
by certain defined assets and construction................ 559,366 --
Equipment purchase notes payable, effective interest rate of
8.57%, payable in monthly installments of ranging from
$175 to $2,300, maturing March 1999 through December 2002,
secured by certain equipment.............................. 321,790 140,186
----------- ----------
4,900,123 3,115,773
Less--Current portion....................................... (1,071,467) (802,779)
----------- ----------
Long-term debt.............................................. $ 3,828,656 $2,312,994
=========== ==========
F-19
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
9. DEBT: (CONTINUED)
Maturities of long-term debt are as follows:
Year ending December 31,
- - ------------------------
2001........................... $ 802,779
2002........................... 762,173
2003........................... 723,623
2004........................... 731,658
2005........................... 95,540
Thereafter..................... --
----------
Total maturities..................... $3,115,773
==========
Interest expense recognized for the years ended December 31, 1998, 1999, and
2000 was $0.05 million, $0.3 million, and $1.6 million respectively.
10. INCOME TAXES:
Prior to September 21, 1999 Align was an S corporation and not subject to
federal income taxes. In addition, three other acquired businesses were limited
liability companies and therefore not subject to federal income taxes. Effective
with their acquisition they became C corporations subject to those taxes, and
adopted the Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes" ("SFAS 109"). SFAS 109 requires an asset and liability approach
that requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
Company's consolidated financial statements.
Deferred income taxes reflect the tax consequences on future years of
temporary differences between the tax basis of assets and liabilities and their
financial reporting basis and the potential benefits of certain carryforwards.
In connection with the adoption of SFAS 109, the Company has recorded a
valuation reserve equal to the net deferred tax asset for each reporting period.
Management believes that it is more likely than not that such an asset will not
be realized due to historical and anticipated future losses. Accordingly, the
adoption of SFAS 109 did not have an effect on the Company's financial position
or results of operations. Management will evaluate the appropriateness of this
reserve in the future.
EFFECTIVE TAX RATE
The difference between the statutory federal income tax rate and the
Company's effective tax rate for the years ended December 31, 1999 and 2000 is
primarily due to the Company incurring net operating losses during the years
recorded. The differences, expressed as a percentage of income before
F-20
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
10. INCOME TAXES: (CONTINUED)
taxes and extraordinary items, between the statutory federal income tax rate and
the effective income tax rate for the years ended December 31, 1999 and 2000 are
as follows:
1999 CHANGE 2000
-------- -------- --------
Statutory tax rate.......................................... (35.0)% -- (35.0)%
Nondeductable intangible amortization....................... 20.9 % 7.8 % 28.7 %
Nondeductable equity-related compensation................... 8.5 % (8.3)% .2 %
Unrecognized current year benefit........................... 3.8 % 2.2 % 6.0 %
Pre-acquisition loss of accounting acquirer................. 1.7 % (1.7)% --
Other....................................................... 0.1 % -- 0.1 %
----- ---- -----
Effective Tax Rate.......................................... 0.0 % -- 0.0 %
===== ==== =====
DEFERRED TAX ASSETS
Significant components of deferred income taxes at December 31, 1999 and
2000 were as follows:
1999 CHANGE 2000
------------ ------------ ------------
DEFERRED TAX ASSETS
Net operating loss carryforwards.................... $ 10,391,000 $ 5,129,000 $ 15,520,000
Warrants and compensatory options................... 732,000 (171,000) 561,000
Allowance for doubtful accounts..................... 628,000 3,901,000 4,529,000
Book amortization in excess of tax.................. 46,000 1,053,000 1,099,000
Other accrued expenses.............................. 1,065,000 3,445,000 4,510,000
------------ ------------ ------------
Total deferred tax assets....................... 12,862,000 13,357,000 26,219,000
DEFERRED TAX LIABILITIES
Other deferred tax liabilities...................... 170,000 (35,000) 135,000
------------ ------------ ------------
Total deferred tax liabilities.................. 170,000 (35,000) 135,000
------------ ------------ ------------
Net deferred tax assets............................. 12,692,000 13,392,000 26,084,000
Valuation allowance................................. (12,692,000) (13,392,000) (26,084,000)
------------ ------------ ------------
Deferred tax assets, net of valuation allowance..... $ 0 $ 0 $ 0
============ ============ ============
Net operating loss carryforwards will expire as follows:
AMOUNT
-----------
2012.................................................. $ 2,358,000
2018.................................................. 4,011,000
2020.................................................. 8,162,000
2020.................................................. 29,812,000
-----------
Total net operating loss carryforwards...................... $44,343,000
===========
F-21
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
11. COMMITMENTS AND CONTINGENCIES:
The Company has entered into various operating leases for office space and
office equipment with lease terms ranging from 1 to 8 years. A majority of the
office space leases contain rent escalation clauses. The Company leases office
space in the following cities under operating lease agreements:
- Dallas, TX - New York, NY - San Francisco, CA
- Houston, TX - Atlanta, GA - Seattle, WA
- Denver, CO - Herndon, VA - Poughkeepsie, NY
- Larchmont, NY - Raleigh, NC - Doylestown, PA
- Reston, VA - Chicago, IL
Subsequent to December 31, 2000, we reduced our leased square footage
commitment in New York, New York, and Seattle, Washington. In addition, we
closed offices in Reston, Virginia, and plan to close offices in Denver,
Colorado. The decrease in office space was a result of the decrease in personnel
due to our restructuring plan implemented in the fourth quarter of 2000.
Rent expense for the years ended December 31, 1998, 1999, and 2000 under the
office space and office equipment lease agreements was $107,194, $788,837 and
$5,461,442, respectively.
In addition to rental payments, the Company has also committed to pay
$1.8 million in 2001 for leasehold improvements to office space leased in
Houston, Texas.
Future minimum annual lease payments under capital and operating leases are
as follows:
CAPITAL OPERATING
LEASES LEASES
-------- -----------
Year ending December 31,
- - ------------------------------------------------------------
2001...................................................... $105,119 $ 4,744,517
2002...................................................... 38,835 4,119,164
2003...................................................... -- 3,960,844
2004...................................................... -- 4,072,709
2005...................................................... -- 3,989,093
Thereafter................................................ -- 8,081,361
-------- -----------
Total Future minimum lease payments......................... 143,954 $28,967,688
===========
Less: Amounts representing interest......................... 8,493
--------
Net minimum lease payments.................................. $135,461
========
In the ordinary course of business, the Company may be subject to legal
actions and claims. Certain of these claims may or may not be indemnified by the
previous stockholders of the Acquired Businesses. There is an employment claim
at one of the Acquired Businesses that existed at the date of acquisition, for
which the Company has indemnification from the previous owners. Management does
not believe that any of these legal actions or claims will have a material
adverse effect on the financial position or results of operations of the
Company.
F-22
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCKHOLDERS' EQUITY:
COMMON STOCK
Luminant had 100 million authorized shares of common stock for each of the
years ended December 31, 1999 and 2000. The following is a schedule of common
stock issued and outstanding for the years then ended:
SHARES ISSUED SHARES OUTSTANDING
----------------------- -----------------------
DECEMBER 31, DECEMBER 31,
----------------------- -----------------------
1999 2000 1999 2000
---------- ---------- ---------- ----------
Common stock, $0.01 par value per share....... 24,566,449 27,469,936 24,566,449 27,469,936
STOCK OPTIONS AND WARRANTS
On September 15, 1999, the Company adopted the 1999 Long-Term Incentive Plan
(the "Plan"), to provide options to employees and outside directors of the
Company to purchase shares of the Company's common stock. Options granted under
the Plan may be incentive stock options or nonqualified stock options. The
compensation committee of the Board of Directors administrates the Plan.
Each director who is not an employee of the Company received a formula stock
option on the effective date of the IPO with respect to 9,000 shares of common
stock, as will each non-employee director later appointed or elected to the
Board of Directors. Each such non-employee director serving on the Board of
Directors at each annual meeting of the Company's stockholders will receive a
formula option as of that meeting with respect to 6,000 shares of common stock.
The exercise price for the formula options will be the fair market value on the
date of grant. The Board of Directors or the administrator may also make
discretionary option grants to outside directors.
On November 30, 2000, a special shareholder meeting was held and amended the
Plan to increase the aggregate number of shares of common stock that may be
issued under options not to exceed 45% of the common stock outstanding.
On April 14, 2000, the Company adopted the Luminant 2000 Employee Stock
Purchase Plan (the "ESPP"), and reserved 750,000 shares of common stock for the
plan. The ESPP provides eligible employees the opportunity to purchase common
stock shares of the Company at 85% of the market value of the shares.
On August 15, 2000, the Company adopted a second plan, the 2000 Broad Based
Incentive Plan, to provide options to employees who are neither officers nor
directors to purchase shares of the Company's common stock. Options granted
under the 2000 Broad Based Incentive Plan are non-qualified stock options. The
compensation committee of the Board of Directors administrates the plan. The
aggregate number of shares of common stock that may be issued under options for
this plan may not exceed 1,500,000.
Prior to the reorganization of its equity created by Luminant's acquisition
of the Acquired Businesses, Align had its own stock option plan (the "Align
Plan"). All options under the Align Plan were converted to 1,668,381 options
under the Plan on September 15, 1999. The converted options maintained the same
terms and exercise prices were adjusted based on the conversion of Align's
common stock into Luminant's common stock.
F-23
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCKHOLDERS' EQUITY: (CONTINUED)
The Company also issued 534,130 replacement options under the Plan to option
holders of certain Acquired Businesses. The replacement options maintained the
terms of the replaced options and exercise prices were converted to maintain the
same economic position of the replaced option holder immediately prior to the
acquisition. The value of these replacement options has been included in the
consideration paid for the Acquired Businesses.
On September 15, 1999, Luminant granted options to purchase 1,800,000 shares
of common stock at $18.00 per share to Young & Rubicam outside of the Plan. As
Young & Rubicam is the former owner of one of the Acquired Businesses, the value
of these options has been recorded as part of the purchase price.
The exercise price of options qualifying as incentive stock options under
Section 422 of the Internal Revenue Code may not be less than the fair market
value of the common stock on the grant date. Stock options granted under the
Plan are not transferable and generally expire ten years after the date of
grant. In the event that an unrelated party acquires all of the outstanding
shares of Company's common stock, the optionee's schedule shall be accelerated
to provide that optionee with immediate exercisability of the unexercisable
options granted. All options granted become exercisable over a five-year period
of continued employment.
Options outstanding at December 31, 1998, 1999, and 2000, are as follows:
WEIGHTED
NUMBER OF AVERAGE
SHARES EXERCISE PRICE
---------- --------------
OPTIONS OUTSTANDING AT DECEMBER 31, 1997.................... 535,517 $ .23
Granted..................................................... 344,024 1.36
Exercised................................................... -- --
Canceled.................................................... (46,476) .29
---------- ------
OPTIONS OUTSTANDING AT DECEMBER 31, 1998.................... 833,065 .70
Granted prior to the acquisition of the Acquired
Businesses................................................ 840,644 3.03
Granted to former option holders of other Acquired
Businesses................................................ 534,129 15.43
Granted subsequent to the acquisition of the Acquired
Businesses................................................ 3,299,492 30.50
Exercised................................................... (353,201) 1.19
Canceled.................................................... (152,300) 17.21
---------- ------
OPTIONS OUTSTANDING AT DECEMBER 31, 1999.................... 5,001,829 12.56
Granted..................................................... 9,197,183 4.78
Exercised................................................... (336,213) 1.60
Canceled.................................................... (1,794,473) 14.39
---------- ------
OPTIONS OUTSTANDING AT DECEMBER 31, 2000.................... 12,068,326 $ 7.02
==========
Total options exercisable at December 31, 1998, 1999, and 2000 were 110,926,
1,650,843, and 2,792,704, respectively. These options were exercisable at a
weighted average exercise price of $1.47, $10.11, and $13.83 for the years ended
December 31, 1998, 1999, and 2000, respectively.
F-24
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCKHOLDERS' EQUITY: (CONTINUED)
The following is summary information about stock options outstanding at
December 31, 2000:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------ --------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF EXERCISE NUMBER REMAINING AVERAGE NUMBER AVERAGE
PRICES OF SHARES CONTRACT LIFE EXERCISE PRICE OF SHARES EXERCISE PRICE
- - ----------------- --------- ------------- -------------- --------- --------------
$ 0.0000-$ 3.8375 7,562,023 8.4 $ 1.1014 784,849 $ 1.5495
$ 3.8376-$ 7.6750 313,729 6.9 7.2388 15,465 3.8718
$ 7.6751-$11.5125 995,227 7.8 9.1157 112,595 9.5376
$15.3501-$19.1875 2,921,025 5.8 18.0417 1,797,563 18.0148
$26.8626-$30.7000 168,323 7.2 30.5000 59,535 30.5000
$34.5376-$38.3750 107,999 7.9 35.7969 22,697 35.9342
Pro forma information, provided below, regarding net income for the year
ended December 31, 2000, has been determined as if the Company has accounted for
its stock options under the fair value method prescribed in SFAS 123. The fair
value of these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following assumptions: a weighted average
risk-free interest rate of 5.71%; a dividend yield of 0%; a weighted average
volatility factor of 121.41%; an expected life of five years; and a weighted
average Black-Scholes fair value at the date of the grant of $3.90 per option.
Pro forma information regarding net income for the years ended December 31,
1999 and 1998, has been determined as if the Company has accounted for its stock
options under the fair value method prescribed in SFAS 123. The fair value of
these options was estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions: risk-free interest rates ranging
from 4.38% to 6.50%; a dividend yield of 0%; an expected volatility factor of
70%; an expected life of five years; and an average Black-Scholes fair value at
the date of the grant of $11.86 per option.
Had compensation cost for the Company's stock option plan been determined at
fair value at the grant date consistent with the provisions of SFAS 123, the
Company's net loss would have been as follows:
1998 1999 2000
-------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE
DATA)
Net loss--as reported................................... $ (76) $(45,137) $(278,936)
Net loss per share, basic and diluted--as reported...... $(0.02) $ (4.54) $ (10.55)
Net loss--pro forma..................................... $ (90) $(49,223) $(290,774)
Net loss per share, basic and diluted--pro forma........ $(0.03) $ (5.54) $ (11.00)
UNITED AIR LINES WARRANTS
In September 1999, the Company entered into an agreement with United Air
Lines, Inc. ("United") under which the Company has agreed to provide electronic
commerce strategy, business planning, and design services to United until
June 30, 2004; however, United has no obligation to purchase any services. Under
this agreement, the Company has issued to United a warrant to purchase
F-25
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
12. STOCKHOLDERS' EQUITY: (CONTINUED)
up to 300,000 shares of Luminant common stock at an exercise price of $18.00 per
share, the initial public offering price. Under the warrant, United has the
immediate right to purchase 50,000 shares of common stock. Over the five-year
term of the agreement, United will have the right to purchase 5,000 shares of
the 250,000 remaining available shares under the warrant for every $1 million of
revenues the Company receives from United up to $50 million of revenue. Selling,
general, and administrative expenses for the year ended December 31, 1999 and
2000 include charges of $1.4 million and $0.07 million, respectively, related to
the estimated fair market value of shares underlying the portion of this warrant
earned during these periods.
EARNINGS PER SHARE
Net loss per share amounts as reflected on the statement of operations are
based upon the weighted average number of common shares outstanding.
Financial Accounting Standards Board ("FASB") issued statement No. 128,
"Earning per Share" ("SFAS 128"). SFAS 128 replaces the primary earnings per
share calculation with a basic earnings per share calculation and modifies the
calculation of diluted earnings per share.
Under the provisions of SFAS 128, dilutive securities are excluded from the
calculation of earnings per share when there is a net loss because their
inclusion would be anti-dilutive. The securities listed below were not included
in the computation of diluted loss per share, since the effect from the
conversion would be anti-dilutive.
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1999 2000
------------ ------------ ------------
Stock Options........................................... -- 5,001,829 12,068,326
Warrants................................................ -- 1,857,832 3,486,964
6% Convertible Debentures............................... -- -- 6,800,000
Contingent Consideration................................ -- 1,676,037 (a)
--- --------- ----------
-- 8,535,698 22,355,290
- - ------------------------
(a) Certain former owners of one of the Acquired Businesses earned contingent
consideration of approximately $3.3 million in 2000, based upon the amount
of certain types of revenues the Company receives from a particular client.
This contingent consideration is payable no later than thirty days after
completion of the audit for the fiscal year 2000. The Company currently
intends to pay all of the contingent consideration earned during the
aforementioned periods in shares of common stock. The number of shares to be
issued will be determined based on the average trading price of common stock
during the thirty-day period preceding issuance of the shares.
For periods prior to 1999, the weighted average shares outstanding for Align
were adjusted for the conversion of Align common stock into Luminant common
stock. For 1999, the weighted average shares outstanding represents:
(i) the Align weighted average shares outstanding adjusted for the
conversion of Align common stock into Luminant common stock,
(ii) the shares issued to acquire the seven Acquired Businesses,
(iii) the shares outstanding at Luminant, and
(iv) shares issued in the IPO.
F-26
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
13. RELATED-PARTY TRANSACTIONS:
The Company uses a third party to administer the Company's payroll and
related benefits. The Company also provides consulting services to this payroll
and benefits provider. The Company provided services of $1,908,278, $3,276,618,
and $2,725,884 to this entity during the years ended December 31, 1998, 1999,
and 2000, respectively. The Company bills and collects normal rates for these
services.
The Company has an outstanding receivable balance of $718,822 and $512,032
at December 31, 1999 and 2000, respectively, from this payroll and benefits
provider for services provided.
Luminant retained the law firm of Wilmer, Cutler & Pickering, Washington
D.C. in 1999 in connection with its IPO and acquisition of the eight companies.
Wilmer, Cutler & Pickering continues to serve as Luminant's outside legal
counsel. George P. Stamas, a director of Luminant, was a partner with Wilmer,
Cutler & Pickering until December 1999. The Company incurred legal fees of
$2,596,863 to this firm for the year ended December 31, 1999, and $596,183 for
the year ended December 31, 2000.
The Company conducted business transactions with the former owner of one of
the Acquired Businesses (the "Former Owner"), who is currently the largest
shareholder of Luminant, prior to and after the acquisition. Subsequent to the
acquisition, the Company performed services on joint projects with the Former
Owner. For the years ended December 31, 1999 and 2000, $1,642,638 and $3,200,572
of revenue was recognized related to these joint projects. In addition, for the
years ended December 31, 1999 and 2000, the Company recognized $1,255,000 and
$670,240 of revenue for services performed directly for the Former Owner. For
the years ended December 31, 1999 and 2000, $1,016,162 and $613,307 were
recorded as selling, general, and administrative expense under this arrangement.
The majority of cash collections subsequent to the acquisition for services
performed for the Former Owner was received by the Former Owner under the
transition services agreement and is to be disbursed to the Company. As of
December 31, 1999 and 2000, $2,490,762 and $6,007,429 was recorded as a
receivable from the Former Owner.
The Company has amounts due to a former owner of one of the Acquired
Businesses and James R. Corey, the Company's Chief Executive Officer. For
further details, see "Note 9."
Management believes that related party transactions as included above were
negotiated on an arms length basis.
F-27
LUMINANT WORLDWIDE CORPORATION & SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
14. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS-UNAUDITED
2000
--------------------------------------------------------------
DESCRIPTION DEC. 31, 2000 SEPT. 30, 2000 JUN. 30, 2000 MAR. 31, 2000
- - ----------- ------------- -------------- ------------- -------------
Revenue.......................................... $ 22,832 $ 38,028 $ 40,165 $ 33,605
Cost of services................................. 20,048 24,379 21,417 17,855
--------- -------- -------- --------
Gross margin..................................... 2,784 13,649 18,748 15,750
Total operating expenses......................... 179,209 56,501 47,910 45,497
--------- -------- -------- --------
Loss from operations............................. (176,425) (42,852) (29,162) (29,747)
Net loss......................................... (177,012) (43,155) (29,124) (29,646)
========= ======== ======== ========
Net loss per share, basic and diluted............ $ (6.51) $ (1.59) $ (1.10) $ (1.19)
========= ======== ======== ========
Weighted average shares outstanding, basic
and diluted.................................... 27,184 27,119 26,491 24,963
========= ======== ======== ========
1999
--------------------------------------------------------------
DESCRIPTION DEC. 31, 1999 SEPT. 30, 1999 JUN. 30, 1999 MAR. 31, 1999
- - ----------- ------------- -------------- ------------- -------------
Revenue.......................................... $ 30,103 $ 11,219 $ 6,453 $ 4,341
Cost of services................................. 15,980 6,732 3,876 2,226
--------- -------- -------- --------
Gross margin..................................... 14,123 4,487 2,577 2,115
Total operating expenses......................... 38,678 20,923 3,429 5,433
--------- -------- -------- --------
Loss from operations............................. (24,555) (16,436) (852) (3,318)
Net loss......................................... (24,468) (16,474) (864) (3,331)
========= ======== ======== ========
Net loss per share, basic and diluted............ $ (1.00) $ (2.12) $ (0.13) $ (0.56)
========= ======== ======== ========
Weighted average shares outstanding, basic
and diluted.................................... 24,351 7,784 6,558 5,970
========= ======== ======== ========
1998
--------------------------------------------------------------
DESCRIPTION DEC. 31, 1998 SEPT. 30, 1998 JUN. 30, 1998 MAR. 31, 1998
- - ----------- ------------- -------------- ------------- -------------
Revenue.......................................... $ 3,330 $ 2,899 $ 1,698 $ 1,299
Cost of services................................. 1,925 1,289 1,006 728
--------- -------- -------- --------
Gross profit..................................... 1,405 1,610 692 571
Total operating expenses......................... 1,363 1,145 1,046 723
--------- -------- -------- --------
Income (loss) from operations.................... 42 465 (354) (152)
Net income (loss)................................ 88 371 (370) (165)
========= ======== ======== ========
Net income (loss) per share, basic and diluted... $ 0.02 $ 0.08 $ (0.07) $ (0.03)
========= ======== ======== ========
Weighted average shares outstanding, basic
and diluted.................................... 5,585 4,646 5,327 4,985
========= ======== ======== ========
F-28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Stockholders' of Luminant Worldwide Corporation:
We have audited, in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Luminant Worldwide
Corporation and subsidiaries (the "Company") as of December 31, 1999 and 2000,
and the related consolidated statement of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 2000,
included in this Form 10-K and have issued our report thereon dated April 13,
2001. Our audits were made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole. These consolidated financial
statements and the schedule referred to below are the responsibility of the
Company's management.
Schedule II--Valuation and Qualifying Accounts is presented for the purpose
of complying with the Securities and Exchange Commission's rules and is not part
of the basic consolidated financial statements. This schedule has been subjected
to the auditing procedures applied in the audit of the basic consolidated
financial statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Dallas, Texas,
April 13, 2001
F-29
LUMINANT WORLDWIDE CORPORATION (A)
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
BALANCE AT ADDITIONS ADDITIONS
BEGINNING OF CHARGED TO CHARGED TO BALANCE AT END
PERIOD EXPENSE OTHER ACCOUNTS DEDUCTIONS OF PERIOD
------------ ----------- -------------- ---------- --------------
DECEMBER 31, 2000
Allowance for doubtful
accounts......................... $ 1,609,000 $11,382,230 $ -- $1,178,161 $11,813,069
Allowance for other
receivables...................... -- 1,988,486 -- -- 1,988,486
Restructuring charge............. -- 7,664,482 -- 4,665,079 2,999,403
Tax Valuation Allowance.......... 12,692,000 13,392,000 -- 26,084,000
----------- ----------- ----------- ---------- -----------
Total reserves and
allowances................... $14,301,000 $21,035,198 $13,392,000 $5,843,240 $42,884,958
=========== =========== =========== ========== ===========
DECEMBER 31, 1999
Allowance for doubtful
accounts......................... $ 115,068 $ 424,000 $ 1,069,932(b) $ -- $ 1,609,000
Restrucutring charge............. -- -- -- -- --
Tax Valuation Allowance.......... -- 12,692,000 -- -- 12,692,000
----------- ----------- ----------- ---------- -----------
Total reserves and
allowances................... $ 115,068 $13,116,000 $ 1,069,932 $ -- $14,301,000
=========== =========== =========== ========== ===========
DECEMBER 31, 1998
Allowance for doubtful
accounts......................... $ 71,229 $ 77,500 $ -- $ 33,661 $ 115,068
Restructuring charge............. -- -- -- -- --
Tax Valuation Allowance.......... -- -- -- -- --
----------- ----------- ----------- ---------- -----------
Total reserves and
allowances................... $ 71,229 $ 77,500 $ -- $ 33,661 $ 115,068
=========== =========== =========== ========== ===========
- - ------------------------
(a) This schedule should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto.
(b) Amount includes $924,021 of allowance for doubtful accounts from Acquired
Businesses
F-30
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required in Item 10 will be contained in Luminant's
definitive Proxy Statement to be filed pursuant to Regulation 14A within
120 days after the close of the fiscal year for which this Annual Report on
Form 10-K is filed and is incorporated herein by reference. The information set
forth in "Item 4a. Executive Officers of the Registrant" is also incorporated by
reference into this Item 10.
ITEM 11. EXECUTIVE COMPENSATION
The information required in Item 11 will be contained in Luminant's
definitive Proxy Statement to be filed pursuant to Regulation 14A within
120 days after the close of the fiscal year for which this Annual Report on
Form 10-K is filed and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required in Item 12 will be contained in Luminant's
definitive Proxy Statement to be filed pursuant to Regulation 14A within
120 days after the close of the fiscal year for which this Annual Report on
Form 10-K is filed and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required in Item 13 will be contained in Luminant's
definitive Proxy Statement to be filed pursuant to Regulation 14A within
120 days after the close of the fiscal year for which this Annual Report on
Form 10-K is filed and is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Form 10-K:
(1) Financial Statements
See Index to Consolidated Financial Statements at page F-1
(2) Financial Statement Schedule
See Index to Consolidated Financial Statements at page F-1
(3) Financial Statement Schedules not included in this report have been
omitted because they are not applicable or the required information
is shown in the financial statements or notes thereto.
(4) Exhibits
See Index to Exhibits
(b) Reports on Form 8-K
Current Report on Form 8-K filed on October 11, 2000 containing the press
releases of Luminant dated September 21 and 26, 2000 announcing Luminant's
private placement of certain convertible debentures and warrants with Montrose
Investments Ltd., Strong River Investments Inc. and James R. Corey.
60
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
3.1 Amended and Restated Certificate of Incorporation of
Luminant Worldwide Corporation (incorporated by reference
from Exhibit 3.6 to Amendment No. 6 to Luminant's
Registration Statement on Form S-1 filed September 7, 1999
(File No. 333-80161)).
3.2 Amended and Restated By-Laws of Luminant Worldwide
Corporation (incorporated by reference from Exhibit 3.8 to
Amendment No. 1 to Luminant's Registration Statement on
Form S-1 filed July 26, 1999 (File No. 333-80161)).
4.1 Form of Common Stock Certificate (incorporated by reference
from Exhibit 4.1 to Amendment No. 2 to Luminant's
Registration Statement on Form S-1 filed August 6, 1999
(File No. 333-80161)).
4.2 Convertible Debenture Purchase Agreement dated as of
September 21, 2000 by and among Luminant Worldwide
Corporation, Montrose Investments Ltd. and Strong River
Investments, Inc. (incorporated herein by reference from
Exhibit 99.1 to the Current Report on Form 8-K filed by
Luminant Worldwide Corporation on October 11, 2000 (SEC
File No. 26977)).
4.3 6% Convertible Debenture issued to Montrose Investments Ltd.
in the principal amount of $10,000,000 due September 21,
2003 (incorporated herein by reference from Exhibit 99.2
to the Current Report on Form 8-K filed by Luminant
Worldwide Corporation on October 11, 2000 (SEC File No.
000-26977)).
4.4 6% Convertible Debenture issued to Strong River Investments,
Inc. in the principal amount of $5,000,000 due September
2003 (incorporated herein by reference from Exhibit 99.3
to the Current Report on Form 8-K filed by Luminant
Worldwide Corporation on October 11, 2000 (SEC File
No. 000-26977)).
4.5 6% Convertible Debenture issued to James R. Corey in the
principal amount of $2,000,000 due September 2003
(incorporated herein by reference from Exhibit 99.4 to
the Current Report on Form 8-K filed by Luminant Worldwide
Corporation on October 11, 2000 (SEC File
No. 000-26977)).
4.6 Form of Common Stock Purchase Warrant (incorporated herein
by reference from Exhibit 99.5 to the Current Report on
Form 8-K filed by Luminant Worldwide Corporation on
October 11, 2000 (SEC File No. 000-26977)).
10.1 1999 Long-Term Incentive Plan, as amended (incorporated by
reference to Schedule 14A of the Company filed with the
Securities and Exchange Commission on November 3, 2000).
10.2 Form of Transition Services Agreement by and among Clarant
Worldwide Corporation and Young & Rubicam Inc., as amended
(incorporated by reference from Exhibit 10.3 to Amendment
No. 1 to Luminant's Registration Statement on Form S-1
filed July 26, 1999 (File No. 333-80161)).
10.3 Agreement and Plan of Reorganization by and among Clarant,
Inc., Align Solutions Acquisition Corp., Align Solutions
Corp. and the Stockholders named therein, dated as of
June 2, 1999, as amended (incorporated by reference from
Exhibit 10.4 to Amendment No. 1 to Luminant's Registration
Statement on Form S-1 filed July 26, 1999, and
Exhibit 10.19 to Amendment No. 7 to Luminant's
Registration Statement on Form S-1 filed September 14,
1999 (File No. 333-80161)).
10.4 Agreement and Plan of Reorganization by and among Clarant,
Inc., Free Range Media Acquisition Corp., Free Range
Media, Inc., John C. Dimmer, John B. Dimmer and Andrew L.
Fry, dated as of June 2, 1999, as amended (incorporated by
reference from Exhibit 10.5 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed July
26, 1999, and Exhibit 10.20 to Amendment No. 7 to
Luminant's Registration Statement on Form S-1 filed
September 14, 1999 (File No. 333-80161)).
EXHIBIT NO. DESCRIPTION
----------- -----------
10.5 Agreement and Plan of Reorganization by and among Clarant,
Inc., Icon Acquisition Corp., Integrated Consulting, Inc.
(d/b/a i.con interactive), Calvin W. Carter, Elliot W.
Hawkes and David Todd McGee, dated as of June 2, 1999, as
amended (incorporated by reference from Exhibit 10.6 to
Amendment No. 1 to Luminant's Registration Statement on
Form S-1 filed July 26, 1999, and Exhibit 10.21 to
Amendment No. 7 to Luminant's Registration Statement on
Form S-1 filed September 14, 1999 (File No. 333-80161)).
10.6 Agreement and Plan of Reorganization by and among Clarant,
Inc. InterActive8 Acquisition Corp., InterActive8, Inc.
and the Stockholders named therein, dated as of June 1,
1999, as amended (incorporated by reference from Exhibit
10.7 to Amendment No. 1 to Luminant's Registration
Statement on Form S-1 filed July 26, 1999, and Exhibit
10.22 to Amendment No. 7 to Luminant's Registration
Statement on Form S-1 filed September 14, 1999 (File No.
333-80161)).
10.7 Agreement and Plan of Reorganization by and among Clarant,
Inc., Multimedia Acquisition Corp., Multimedia Resources,
LLC, Henry Heilbrunn, Lynn J. Branigan and Norman L.
Dawley, dated as of June 2,1999, as amended (incorporated
by reference from Exhibit 10.8 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed July
26, 1999, and Exhibit 10.23 to Amendment No. 7 to
Luminant's Registration Statement on Form S-1 filed
September 14, 1999 (File No. 333-80161)).
10.8 Agreement and Plan of Reorganization by and among Clarant,
Inc., Potomac Partners Acquisition LLC, Potomac Partners
Management Consulting, LLC and the Members named therein,
dated as of June 1, 1999, as amended (incorporated by
reference from Exhibit 10.9 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed July
26, 1999, and Exhibit 10.24 to Amendment No. 7 to
Luminant's Registration Statement on Form S-1 filed
September 14, 1999 (File No. 333-80161)).
10.9 Agreement and Plan of Reorganization by and among Clarant,
Inc., RSI I Acquisition Corp., RSI Group, Inc., Resource
Solutions International, LLC, Charles Harrison, Carolyn
Brown and Bruce Grant, dated as of June 1, 1999, as
amended (incorporated by reference from Exhibit 10.10 to
Amendment No. 1 to Luminant's Registration Statement on
Form S-1 filed September 14, 1999, and Exhibit 10.25 to
Amendment No. 7 to Luminant's Registration Statement on
Form S-1 filed September 14, 1999 (File No. 333-80161)).
10.10 Contribution Agreement by and between Clarant Worldwide
Corporation and Young & Rubicam Inc., dated as of June 7,
1999, as amended (incorporated by reference from Exhibit
10.11 to Amendment No. 1 to Luminant's Registration
Statement on Form S-1 filed July 26, 1999, and Exhibit
10.26 to Amendment No. 7 to Luminant's Registration
Statement on Form S-1 filed September 14, 1999 (File
No. 333-80161)).
10.11 Luminant Worldwide Corporation Senior Bonus Plan, as amended
(incorporated by reference from Exhibit 10.17 to Amendment
No. 2 to Luminant's Registration Statement on Form S-1
filed August 6, 1999 (File No. 333-80161)).
10.12 Form of Common Stock Purchase Warrant issued to United Air
Lines, Inc. (incorporated by reference from Exhibit 10.30
to Amendment No. 7 to Luminant's Registration Statement on
Form S-1 filed September 14, 1999 (File No. 333-80161)).
10.13 Form of Registration Rights Agreement by and between
Luminant Worldwide Corporation and United Air Lines, Inc.
(incorporated by reference from Exhibit 10.31 to Amendment
No. 7 to Luminant's Registration Statement on Form S-1
filed September 14, 1999 (File No. 333-80161)).
10.14 Credit and Security Agreement dated as of April 5, 2000 by
and among Wells Fargo Business Credit, Inc., Luminant
Worldwide Corporation and the subsidiaries of Luminant
named therein (incorporated herein by reference from
Exhibit 10.3 to the Quarterly Report on Form 10-Q/A filed
by Luminant Worldwide Corporation on August 14, 2000 (SEC
File No. 000-26977)).
EXHIBIT NO. DESCRIPTION
----------- -----------
10.15 First Amendment to Credit and Security Agreement dated as of
April 5, 2000, by and among Wells Fargo Business Credit,
Inc., Luminant Worldwide Corporation and the subsidiaries
of Luminant named therein, dated as of August 31, 2000
(incorporated herein by reference from Exhibit 4.6 to the
Quarterly Report on Form 10-Q/A filed by Luminant
Worldwide Corporation on November 15, 2000 (SEC File
No. 000-26977)).
10.16 Letter Amendment to Credit and Security Agreement dated as
of April 5, 2000, by and among Wells Fargo Business
Credit, Inc., Luminant Worldwide Corporation and the
subsidiaries of Luminant named therein, dated as of
September 21, 2000 (incorporated herein by reference from
Exhibit 4.7 to the Quarterly Report on Form 10-Q/A filed
by Luminant Worldwide Corporation on November 15, 2000
(SEC File No. 000-26977)).
10.17 Second Amendment to Credit and Security Agreement dated as
of April 5, 2000, by and among Wells Fargo Business
Credit, Inc., Luminant Worldwide Corporation and the
subsidiaries of Luminant named therein, dated as of
December 28, 2000.
10.18 Third Amendment to Credit and Security Agreement dated as of
April 5, 2000, by and among Wells Fargo Business Credit,
Inc., Luminant Worldwide Corporation and the subsidiaries
of Luminant named therein, dated as of March 30, 2001.
10.19 Employment Agreement of James R. Corey
10.20 Employment Agreement of Thomas G. Bevivino (incorporated by
reference from Exhibit 10.18 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed
July 26, 1999 (File No. 333-80161)).
10.21 Employment Agreement of Richard M. Scruggs.
10.22 Employment Agreement of K. David Quackenbush (incorporated
by reference from Exhibit 10.18 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed
July 26, 1999 (File No. 333-80161)).
10.23 Employment Agreement of Michael Smith (incorporated by
reference from Exhibit 10.18 to Amendment No. 1 to
Luminant's Registration Statement on Form S-1 filed
July 26, 1999 (File No. 333-80161)).
10.24 Asset Purchase Agreement dated as of May 31, 2000 by and
among InterActive8, Inc., Luminant Worldwide Corporation,
New York Consulting Partners, LLC and the members of New
York Consulting Partners, LLC (incorporated by reference
from Exhibit 4.6 to Amendment No. 1 to Luminant's
Registration Statement on Form S-3 filed November 17,
2000 (File No. 333-48728)).
10.25 Amendment to Asset Purchase Agreement dated as of May 31,
2000 by and among Interactive8, Inc., Luminant Worldwide
Corporation, New York Consulting Partners, LLC and
Termination of Deposit Escrow Agreement dated as of
November 29, 2000.
21.1 Subsidiaries of the Registrant
23.1 Consent of Arthur Andersen LLP
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LUMINANT WORLDWIDE CORPORATION
By: /s/ JAMES R. COREY
-----------------------------------------
James R. Corey
PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Date: April 14, 2001
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL H. JORDAN
------------------------------------------- Chairman of the Board April 14, 2001
Michael H. Jordan
/s/ JAMES R. COREY Chief Executive Officer and
------------------------------------------- Director (Principal Executive April 14, 2001
James R. Corey Officer)
Chief Financial Officer
/s/ THOMAS G. BEVIVINO (Principal Financial Officer
------------------------------------------- and Principal Accounting April 14, 2001
Thomas G. Bevivino Officer)
/s/ MICHAEL J. DOLAN
------------------------------------------- Director April 14, 2001
Michael J. Dolan
/s/ DONALD S. PERKINS
------------------------------------------- Director April 14, 2001
Donald S. Perkins
/s/ GEORGE P. STAMAS
------------------------------------------- Director April 14, 2001
George P. Stamas
/s/ RICHARD M. SCRUGGS
------------------------------------------- Director April 14, 2001
Richard M. Scruggs