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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 1, 1999
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 0-24343
ANSWERTHINK CONSULTING GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0750100
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
1001 BRICKELL BAY DRIVE, SUITE 3000
MIAMI, FLORIDA 33131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(305) 375-8005
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK
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. [ ]
The aggregate market value of Common Stock held by non-affiliates of the
Registrant was $575,418,245 based on the last reported sale price of $27.875 on
The Nasdaq National Market on March 22, 1999 as reported by Nasdaq.
As of March 22, 1999, there were 34,699,041 shares of Common Stock
outstanding
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DOCUMENTS INCORPORATED BY REFERENCE
Part III of the Form 10-K incorporates by reference certain portions of
the Registrant's proxy statement for its 1999 annual meeting of stockholders to
be filed with the Commission not later than 120 days after the end of the
fiscal year covered by this report.
PART I
Certain statements in this Form 10-K are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance or achievements to be materially
different from the results, performance or achievements expressed or implied by
the forward looking statements. Factors that impact such forward looking
statements include, among others, the ability of the Company to attract
additional business, changes in expectations regarding the information
technology industry, the ability of the Company to attract skilled employees,
possible changes in collections of accounts receivable, risks of competition,
price and margin trends, changes in general economic conditions and interest
rates and the Year 2000 issue. A discussion of the Company's risk factors is
set forth in the Company's registration statement on Form S-1 (Registration
Form 333-48123).
ITEM 1. BUSINESS
GENERAL
AnswerThink Consulting Group, Inc. ("AnswerThink" or the "Company")
provides integrated consulting and technology enabled solutions focused on the
Internet and web-enabled electronic commerce marketplace. It delivers a wide
range of integrated services (scalable solutions), including benchmarking best
practices, business process transformation, packaged software implementation,
Internet commerce, decision support technology, and Year 2000 solutions. These
solutions span multi-entity business functions (finance and administration,
human resources, information technology ("IT"), sales and customer support, and
supply chain management) and allow a business to reach beyond the enterprise
and link the people, processes and technologies of the extended value network
or "Interprise". The Company markets its services to senior executives in
organizations where business transformation and technology-enabled change can
have a significant competitive impact.
The Company's knowledge-based approach to consulting combines the
knowledge and experience of its consultants with "best-practice" solutions and
a benchmarking knowledge base developed by The Hackett Group. The Company
leverages its knowledge base to propose and implement solutions to its clients'
most critical and complex business problems. The Company delivers its services
through integrated multidisciplinary project teams that include professionals
with both IT and business expertise. The Company believes its highly focused
service delivery model provides its customers with a lower risk of delivery and
a faster time to benefit as compared to the linear, "methodology based"
processes employed by many other IT consulting firms.
The Company was formed in April 1997 by several former leaders of the IT
consulting practice of an international accounting firm. From the outset, the
Company made operational investments to develop a comprehensive market
strategy, build a scalable business infrastructure and create sophisticated
management information and service delivery systems capable of supporting a
large-scale consulting and IT services business. The Company has grown
principally through the recruitment of approximately 450 consultants. The
Company has also acquired several consulting and IT services businesses, each
of which brought to the Company complementary skills and customer
relationships. As of January 1, 1999, the Company had 657 consultants. The
Company supports its global solution delivery organization through a network of
14 offices located in Atlanta, Baltimore, Boston, Chicago,
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Cleveland, Dallas, Iselin (NJ), Miami, New York, Philadelphia and Silicon
Valley. The Company has served a broad range of Fortune 1000 clients and other
sophisticated buyers of IT services.
The Company completed its initial public offering on May 28, 1998 for
$38.5 million. The Company's principal executive offices are located at 1001
Brickell Bay Drive, Suite 3000, Miami, Florida 33131. Its telephone number is
(305) 375-8005.
INDUSTRY BACKGROUND
The Internet is dramatically impacting the way businesses operate. Success
in this emerging Internet-powered electronic commerce marketplace requires
excellence in communication and collaboration, not just within the corporate
enterprise, but across the global network of customers, suppliers and other
strategic partners which together form the extended value network which we call
the "Interprise". Web enabled business processes and applications dramatically
change the way companies communicate with customers and suppliers, creating
opportunities and threats that cannot be ignored. In this emerging Interprise
computing environment coupled with today's climate of intense global
competition and accelerating technological change, companies are increasingly
turning to technology-enabled solutions to improve their productivity and
competitive positioning. In this environment, IT is viewed not as an isolated
back office or utility function but rather as a critical component of the
organizational strategy and execution.
The proliferation of technology throughout all aspects of the enterprise
has created a wide range of business opportunities. Data that was once
collected nightly or weekly and used to analyze events retrospectively can now
be deployed to manage an entire enterprise in real time. Custom-developed
software that once produced reports that allowed managers to analyze what had
happened yesterday is being replaced by enterprise-wide packaged software and
web applications capable of linking manufacturing, sales, distribution and
finance functions and helping decision-makers shape what will happen tomorrow.
This software is being deployed in geographically dispersed, complicated
technology environments. The multitude of different protocols, operating
systems, devices and architectures makes deployment of technology solutions a
difficult challenge. Companies must also continually keep pace with new
developments, which often render existing equipment and internal skills
obsolete. At the same time, external economic factors have forced organizations
to focus on core competencies and trim workforces. Accordingly, these
organizations often lack the quantity or variety of IT skills necessary to
design and implement comprehensive IT solutions.
The shortage of skilled IT professionals and the complexity of IT
solutions have pushed senior executives to increasingly rely on outside
specialists to help them execute IT strategies and, as a result, demand for
consulting services is expected to continue to grow rapidly. According to
industry sources, the worldwide market for IT professional services will grow
from an estimated $218 billion in 1997 to approximately $472 billion by the
year 2002, a compounded annual growth rate of 17%. In addition, the domestic IT
professional services market will grow at an estimated 17% rate over that same
period. Domestic Internet related spending is expected to grow 33% per year
from an anticipated $85 billion in 1999 to over $203 billion by 2002.
Although the market for IT services is robust, the Company believes that
many buyers are investing heavily in IT solutions that are not yielding the
desired benefits or that are not being implemented on time. Generally,
companies who turn to IT consultants to help implement these investments choose
between "tactical" solution providers and larger organizations such as the
international accounting firms that offer more comprehensive services. The
Company believes that tactical solution providers which focus on limited
functionality requirements (such as application development and staff
augmentation) often do not address broader strategic business and IT goals that
are critical to the customer and the success of the IT solutions implemented.
At the same time, the Company believes that larger IT consulting firms, with
their complex or fragmented organizational models, historically high turnover
rates and use of linear "methodology-based" processes (which propose solutions
only after extensive studies of a particular client's business problems), often
fail to
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deliver the right IT solutions on time and on budget. In the Company's view,
companies today require strategic service providers that have a comprehensive
understanding of the relevant business issues, the ability to design and
implement integrated solutions that can help them meet their strategic business
goals as they evolve and the skills and tools necessary to deliver solutions in
a timely and cost-effective manner.
THE ANSWERTHINK SOLUTION
The Company's leadership team has extensive experience in providing
integrated consulting and IT implementation services. The Company has leveraged
this experience to build an organizational model, market strategy and
knowledge-based service delivery process enabling it to deliver results-oriented
technology enabled solutions.
Key elements of the Company's strategic IT services delivery approach are:
/bullet/ ELECTRONIC COMMERCE/INTERPRISE FOCUS. The Internet and browser
based technology has significantly changed an organization's ability to
efficiently communicate with strategic partners and how it serves its
customers. The Company believes that success in this emerging environment
requires excellence in communication and collaboration, not just within
the corporate enterprise, but across the network of customers, suppliers,
strategic partners and others which together form the extended value
network--what the Company refers to as the "Interprise" business model.
The Company provides business solutions to help its clients succeed in
this emerging environment, which demands the assimilation and integration
of data and underlying IT frameworks from both internal and external
sources.
/bullet/ MULTIDISCIPLINARY SOLUTION TEAMS. IT service providers must
understand underlying business issues so they can better design, implement
and integrate effective IT solutions. The Company's ability to provide
integrated consulting and technology enabled solutions is a strong
competitive advantage. The Company provides solutions in the areas of
process transformation, "best practices" benchmarking, software package
implementation and Internet and decision support integration. The Company
delivers these solutions through multidisciplinary teams of professionals
with experience in these areas that deliver solutions for each of the
specific business functions in an organization. These teams target
executive management, finance, administration and human resources
("CEO|solutionsSM" and "CFO|solutionsSM"), information technology
("CIO|solutionsSM"), sales and customer support ("Customer|solutionsSM"),
and supply chain management ("Interprise Supply Chain|solutionsSM"). By
assembling multidisciplinary teams of professionals for an engagement, the
Company believes it can provide superior technology-enabled solutions to
its clients.
/bullet/ KNOWLEDGE-BASED DELIVERY. The Company does more than just study
problems. It identifies and answers the critical questions at the outset
of an engagement by leveraging its proprietary "best practices" knowledge
base. The Company has developed and continuously refines a proprietary
database of "best-practice" organizational solutions and benchmarks from
more than 1,300 companies, including approximately 60% of the Fortune 100.
This database enables the Company to identify for its clients areas of
strength and weakness in their organizations relative to their peers.
Relevant aspects of this accumulated knowledge can be incorporated quickly
into the Company's analysis for new engagements, allowing the Company to
provide proven and effective solutions rapidly. In addition, the Company's
internal information systems and corporate culture enable it to capture
knowledge from previous consulting engagements and share it throughout the
organization to allow the Company to identify and solve the problems of
other clients in future engagements. The Company has developed
MindShareSM, a proprietary intranet knowledge management system that
captures, indexes and disseminates the combined knowledge and experiences
of its consultants.
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COMPANY'S SERVICES
The Company provides three broad service offerings to clients (i)
"best-practice" benchmarking and business process transformation, (ii)
"best-of-breed" packaged software implementation and (iii) advanced
technologies integration. The Company delivers those services to its clients
through the Company's CEO|solutionsSM, CFO|solutionsSM, CIO|solutionsSM,
Customer|solutionsSM and Interprise Supply Chain|solutionsSM multidisciplinary
teams. The Company's current consulting capabilities are summarized below.
BENCHMARKING AND BUSINESS PROCESS TRANSFORMATION. In the area of
benchmarking and business process transformation, the Company works with
clients to compare their performance to other companies, identify key business
issues and develop and implement new processes to transform their
organizations.
/bullet/ HACKETT BENCHMARKING|SOLUTIONSSM. The Company works with large
national and multinational corporations in evaluating their staff
functions (such as finance, human resources, customer management, IT and
supply chain management), and has compiled databases on a large number of
companies in a wide variety of industries. Using these databases, the
Company collects information from its clients, identifies benchmarks by
which its clients can evaluate their performance on specific criteria
relative to other companies and identifies the most effective strategies
for specific functions in a given industry. Each benchmark is composed of
the following three elements: (i) a quantitative analysis of costs,
productivity, service, quality and effectiveness; (ii) an understanding of
world-class best-practices; and (iii) opportunities to learn from
best-practices companies. Stringent process definitions and controls
enable comparisons to be made between companies with different attributes
and across industries. Clients can receive a detailed, confidential
evaluation of their performance measured against other benchmarks on the
basis of business focus (e.g., manufacturing, service or distribution),
size, organizational structure and geography. Since benchmark studies
often lead to clients implementing process improvement measures and
revised IT strategies, the Company believes that it is well positioned to
cross-sell its services.
/bullet/ TRANSFORMATION|SOLUTIONSSM. The Company works with its clients to
conceive, design and manage processes, organizations and systems necessary
to implement technology-enabled business solutions. There are four key
components to the Company's transformation solutions:
PERFORMANCE ASSESSMENT. The Company helps clients gain a systematic and
objective understanding of the relative strengths and weaknesses of key
aspects of their businesses, identify market trends and best-practices,
and highlight those areas that offer the greatest opportunity for
improvement. The Company works with clients to define and apply
appropriate measures, and compare their performance to appropriate
benchmarks.
BUSINESS REDESIGN. The Company aids clients in defining an end-state
vision of what their businesses require to achieve their primary
performance objectives. Once that vision is established, the Company helps
clients identify and select the best strategies for achieving their
objectives. The Company's process redesigns generally affect all of a
company's key processes, organizations, management practices, people and
technology, taking full advantage of enabling technologies and reflecting
both recognized best-practices and emerging trends.
MIGRATION PLANNING. The Company's work in the area of migration planning
is focused on (i) deploying systems and infrastructure hardware and
software as planned, (ii) initiating systems management and other delivery
processes and (iii) initiating performance measurement and other
management processes. The Company's migration planning services help
clients to structure the process into a series of change initiatives and
develop alternative scenarios for the staging and sequencing of those
initiatives. The comparison and refinement of these scenarios on the basis
of costs, benefits and risks leads to agreement on a master plan which
details projects, schedules, responsibilities, funding and expected
business results.
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PROGRAM MANAGEMENT. The Company establishes a single point of
coordination for all initiatives contributing to the transformation
process, including process redesign, organizational change, system
implementation and infrastructure enhancement. The Company applies proven
project management disciplines, tools, techniques and systems to the
management of complex transformation programs.
PACKAGED SOFTWARE IMPLEMENTATION. In the area of packaged software
implementation, the Company works with its clients to identify and integrate
"best-of-breed" solutions such as:
/bullet/ ORACLE|SOLUTIONS. The Company is a Business Alliance Member with
Oracle, one of the world's leading suppliers of software for information
management. Oracle's enterprise automation products include applications
modules for financial management, supply chain management, manufacturing,
project systems, human resources, and sales force automation. The Company
serves as a sole source provider for procuring Oracle's packaged software,
complementary hardware, and the Company's related consulting and IT
services. The Company's Oracle-based solutions support the full life cycle
implementation of Oracle and involve project-planning, definition and
management, configuration and implementation.
/bullet/ PEOPLESOFT|SOLUTIONS. The Company is a PeopleSoft Implementation
Partner. PeopleSoft offers a complete suite of enterprise software
applications that automate business processes including finance, materials
management, manufacturing, distribution, supply chain planning, accounting
and human resources. PeopleSoft's offerings also include a rapid
application development and reporting environment and a customization
toolset. The Company's PeopleSoft-based solutions support the full life
cycle implementation of PeopleSoft and involve project-planning,
definition and management, configuration and implementation.
/bullet/ OTHER APPLICATIONS. The Company also provides comprehensive
consulting and IT services supporting the full life cycle implementation,
including project planning, definition and management, and application
configuration and implementation, for such software applications as Baan
(Aurum Front Office), Manugistics, i2 Technologies, Siebel, Point,
Clarify, Scopus, Rockport and Optum.
ADVANCED TECHNOLOGIES INTEGRATION. The Company helps clients to achieve
meaningful improvement in all aspects of their IT strategies by providing the
following services:
/bullet/ KNOWLEDGE MANAGEMENT|SOLUTIONS(SM). The Company provides consulting,
design and implementation services focused on enhancing intellectual
capital and knowledge resources across its clients' expanded enterprises.
The Company's knowledge solutions emphasize decision support, data
warehousing and knowledge management strategy and process design, content
storage and navigation concepts, and related enabling technologies
including groupware, collaborative tools and advanced knowledge-sharing
environments.
/bullet/ ELECTRONIC COMMERCE|SOLUTIONS(SM). The Company designs and develops
internet, intranet and extranet solutions, with an emphasis on
business-to-business digital commerce, messaging architectures, intranet
enabled data warehouses, web-based transaction facilities and internet and
extranet security.
/bullet/ DECISION SUPPORT|SOLUTIONS(SM). The Company develops and delivers
comprehensive business and technology solutions that enable organizations
to make better informed decisions. The Company assists its customers with
integrating strategic business planning with leading edge technology to
deliver sophisticated, analytically oriented data warehousing and decision
support solutions in the areas of finance, sales and marketing and demand
planning.
6
THE ACQUISITIONS
Since its inception, the Company has expanded through acquisitions. In the
future, a key element of the Company's growth strategy will be to pursue
additional acquisitions in order to obtain well-trained, high quality
professionals, new service offerings, additional industry experience, a broader
client base or an expanded geographic presence. All acquisitions completed by
the Company during 1997 and 1998 have been accounted for under the purchase
method of accounting. Accordingly, the historical Consolidated Financial
Statements of the Company include the operating results of the acquired
businesses from the date of each respective acquisition.
THE 1997 ACQUISITIONS:
/bullet/ RELATIONAL TECHNOLOGIES, INC. ("RTI"). The Company acquired RTI in
August 1997. As a result of the RTI acquisition, the Company provides
Oracle application services to its clients for Oracle Financials, Oracle
HR, Oracle Distribution and Oracle Manufacturing. The Company is also able
to provide technical services such as systems selection, installation and
maintenance, communications management and network consolidations of
Oracle products.
/bullet/ THE HACKETT GROUP, INC. The Company acquired the Hackett Group in
October 1997. The Hackett Group is a nationally recognized benchmarking
and best-practices firm focused on creating a proprietary database which
catalogues the efficiency and effectiveness of knowledge-worker functions,
such as finance, human resources, information technology and supply chain
management. When acquired, The Hackett Group had gathered data from more
than 1,100 companies, including more than 40% of the Fortune 100. The
Hackett Group's benchmark participants share cost, productivity and
practices information on specific organizational functions. This data is
collected into a database that allows The Hackett Group to compare its
clients' performance to other companies' performance on specific criteria
and to identify the most effective management strategies for change.
/bullet/ DELPHI PARTNERS, INC. ("DELPHI"). The Company acquired Delphi in
November 1997. As a result of this acquisition, the Company is a
PeopleSoft Implementation Partner and provides clients implementing
PeopleSoft client/server financial, human resources and manufacturing
applications with a broad range of services, including implementation
management consulting, application design and development, customized end
user training and documentation, process redesign and automated workflow
and technology integration and support.
THE 1998 ACQUISITIONS:
/bullet/ LEGACY TECHNOLOGY, INC. ("LEGACY"). The Company acquired Legacy in
May 1998. Legacy implements sophisticated data warehousing and decision
support solutions for Fortune 1000 clients. Legacy provides product
selection, systems architecture, database design and development services
to support all phases of the project life cycle. Legacy assists customers
in developing customer information warehouses, category management and
marketing support systems, sales force solutions to promote technology
enabled selling, as well as budgeting, costing and demand planning
systems.
/bullet/ INFINITY CONSULTING GROUP, INC. ("INFINITY"). The Company acquired
Infinity in September 1998. Infinity is a consulting and information
technology services firm specializing in the implementation of PeopleSoft
financials. Its consultants are experienced in complex, large-scale
implementations. Infinity provides clients implementing the PeopleSoft
client/server financials application with a broad range of services,
including implementation management consulting, application design and
development, end user training and technology solutions and support.
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THE 1999 MERGER AND ACQUISITIONS:
/bullet/ TRISPAN, INC. The Company merged with triSpan, Inc. in February
1999. triSpan, Inc. is an Internet commerce consulting firm that designs
and delivers electronic transaction sites or online channels that
encourage enterprise-to-constituency communication using its unique
service model 3Bridge. triSpan provides Internet consulting web
application development and intergration services.
/bullet/ GROUP CORTEX. The Company acquired Group Cortex in February 1999.
Group Cortex provides Internet consulting, web application development and
integration services. Group Cortex develops customized business
applications that leverage the Internet. Its project teams provide
strategic guidance and hands-on know how, in the delivery of complex,
scalable Intranet and Internet commerce projects.
/bullet/ QUINTUS CORPORATION'S CALL CENTER ENTERPRISES UNIT. The Company
acquired the Call Center Enterprises consulting organization of the
Quintus corporation in February 1999. The Call Center Enterprises Unit
plans, designs and implements modern large scale call centers. The Call
Center Enterprises Unit continues to support the eContact Quintus software
product suite for routing and managing customer transactions across all
electronic media.
CUSTOMERS
The Company's clients consist primarily of Fortune 1000 companies and
other sophisticated buyers of IT consulting services. During 1998, the
Company's ten most significant clients accounted for approximately 23%, and
three clients accounted for approximately 10%, of net revenues. Net revenues
from the Company's ten largest clients in 1998 ranged from $1.5 million to $4.5
million.
MARKETING AND SALES
The Company has developed a national sales force that markets the
Company's consulting and IT services in major metropolitan market areas. The
Company's sales organization is supported by its prospect database, which
includes companies and decision makers in targeted geographic markets. The
extensive relationship base and reputation of the Company's senior management
team is also a meaningful source of new business for the Company.
The Company's sales executives establish contact with targeted prospects
to create awareness and preference for the Company. Thereafter, senior level
managers are assigned to accounts as client executives to establish and
maintain long-term relationships. Client executives are key sources of service
advice and overall coordinators of the Company's multiple service offerings to
clients.
The Company also markets and provides its services directly through its
solution teams and national office network. The Company's marketing strategy
includes contributing articles to industry publications, expert source
placements, speeches, analyst meetings and conferences, the creation of
collateral marketing materials and the Company's Internet site
(http://www.answerthink.com). This strategy is designed to strengthen the
Company brand name and generate new clients. The program can be expanded and
modified to take advantage of market-by-market or service-by-service
opportunities as new services or markets are pursued.
MANAGEMENT INFORMATION SYSTEMS
The Company has implemented various aspects of its national service
delivery infrastructure. The primary elements include a fully integrated
financial and project management system and a proprietary network that is the
foundation for the Company's knowledge management system, MindShareSM. The
Company believes that MindShareSM significantly enhances the way clients are
served by allowing the Company's knowledge-base to be shared by all of its
consultants.
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The financial and project management systems the Company has developed
provide the Company with a fully integrated time and expense reporting system
that serves as the backbone for the Company's engagement management and related
client billings, and drives the primary transaction information to the
Company's financial reporting systems. The Company has also invested in the
development of a comprehensive service delivery model which tracks how clients
are handled from initial contact, to risk management assessments, to the
delivery of the solution and the corresponding knowledge capture.
HUMAN RESOURCES
A cornerstone of the Company's strategy is to promote the loyalty and
continuity of its consultants by offering packages of base and incentive
compensation that it believes are more attractive than those generally offered
in the consulting industry. An important element of the Company's compensation
program is the Company-wide participation in the Stock Option Plan.
The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled professionals. Qualified
professionals are in great demand and are likely to remain a limited resource
for the foreseeable future. In connection with its hiring efforts, the Company
has appointed a senior executive to lead the Company's national recruiting
team, which is further supported by executive search firms and the Company's
internal associate referral program.
The Company dedicates significant resources to recruiting consultants
with both technology consulting and business experience. Many consultants are
selected from among the largest and most successful IT services, consulting,
accounting and other professional services organizations. As of January 1, 1999,
the Company had 755 employees. The Company is also committed to training and
developing its professionals. The Company's present training strategy is
solution or competency specific and in many cases is done in conjunction with
the Company's "best-of-breed" technologies alliance strategy.
None of the Company's employees is subject to a collective bargaining
arrangement. The Company has entered into nondisclosure and nonsolicitation
agreements with virtually all of its personnel. The Company engages consultants
as independent contractors from time to time.
STRATEGIC ALLIANCES
The Company also seeks strategic relationships with business partners to
share technical and industry knowledge and pursue joint marketing
opportunities. The Company has established business partner relationships with
Oracle, PeopleSoft, IBM and Netscape, among others. These relationships
typically allow the Company to gain access to training, product support and the
technology developed by these partners. The training programs often enable
Company employees to become certified in the technologies demanded by the
Company's clients. Establishing these relationships allows the Company to use
the business partner's name and the "business partner" designation in marketing
the Company's services. These relationships also facilitate the Company's
pursuit of marketing opportunities with the business partners.
These alliances do not require the Company to use technology developed by
the business partners in implementing IT solutions for clients. Nonetheless,
the Company may be retained by a client based in part upon one or more of the
Company's business partner relationships.
COMPETITION
The market for consulting and IT services includes a large number of
competitors and is subject to rapid change. Primary competitors include
participants from a variety of market segments, including international
accounting firms, international and regional systems consulting and
implementation firms, application software firms, service groups of computer
equipment companies, systems integration
9
companies, general management consulting firms and programming companies. Many
competitors have significantly greater financial, technical and marketing
resources and name recognition than the Company. In addition, the Company
competes with its clients' internal resources, particularly where these
resources represent a fixed cost to the client. Such competition may impose
additional pricing pressures on the Company. The Company believes that the most
significant competitive factors it faces are perceived value, breadth of
services offered and price. The Company believes that its multidisciplinary,
knowledge-based approach, broad and expanding framework of services and
distinctive corporate culture allow it to compete favorably by delivering
strategic IT solutions that meet clients' needs in an efficient manner. Other
important competitive factors that the Company believes are relevant to its
business include technical expertise, knowledge and experience in the industry,
quality of service and responsiveness to client needs and speed in delivering
IT solutions.
PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
The Company relies upon a combination of nondisclosure and other
contractual arrangements and trade secret, copyright and trademark laws to
protect its proprietary rights and the proprietary rights of third parties from
whom the Company licenses intellectual property. The Company enters into
confidentiality agreements with its employees and limits distribution of
proprietary information. There can be no assurance that the steps taken by the
Company in this regard will be adequate to deter misappropriation of
proprietary information or that the Company will be able to detect unauthorized
use and take appropriate steps to enforce its intellectual property rights. The
Company has registered the trademarks "ANSWERTHINK" and "ANSWERTHINK CONSULTING
GROUP" with the U.S. Patent and Trademark Office.
ITEM 2. PROPERTIES
The Company's principal executive offices currently are located at 1001
Brickell Bay Drive, Suite 3000, Miami, Florida 33131. The Company's lease on
these premises covers 10,800 square feet and expires March 31, 2003. The
Company also leases facilities in Atlanta, Baltimore, Boston, Chicago,
Cleveland, Dallas, Iselin (NJ), Miami, New York, Philadelphia and Silicon
Valley (CA). The Company anticipates that additional space will be required as
its business expands and believes that it will be able to obtain suitable space
as needed.
ITEM 3. LEGAL PROCEEDINGS
Certain of the Company's key executives and other management employees
resigned from an international accounting firm during the first quarter of
1997. The accounting firm initiated litigation in connection with such
resignations and the formation of the Company arising out of activities alleged
to have constituted a breach of non-competition and non-solicitation
obligations. This litigation was settled, and the Company, its key executives,
certain other management employees and certain of its shareholders are subject
to certain provisions contained in the Settlement Agreement among such persons
and the accounting firm. The Settlement Agreement prohibits the Company from
soliciting or hiring the accounting firm's employees and soliciting or
servicing certain of its clients, and prohibits the accounting firm from
soliciting the Company's employees, for a two-year period that expired December
31, 1998. In November of 1998, the Company received from the accounting firm a
letter claiming in general terms that the Company had violated the terms of the
Settlement Agreement. The Company responded with a written denial of the
allegations contained in the letter, and requested that the accounting firm
corroborate the recent claims with factual support. The Company did not receive
a response to its letter. The restrictions contained in the Settlement
Agreement expired on December 31, 1998.
The Company is involved in legal proceedings, claims and litigation
arising in the ordinary course of business. In the opinion of management, the
final disposition of such matters will not have a material adverse effect on
the financial position or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1998.
10
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
The Company's common stock has been traded on the Nasdaq National Market
since the Company's initial public offering on May 28, 1998 under the Nasdaq
symbol "ANSR". The following table sets forth, for the fiscal periods
indicated, the high and low sales prices of the common stock, as reported on
the Nasdaq National Market.
HIGH LOW
------------ ------------
1998
Fourth Quarter ............................... $ 27.31 $ 13.38
Third Quarter ................................ $ 28.00 $ 15.75
Second Quarter (beginning May 28, 1998) ...... $ 21.75 $ 13.00
The closing sale price for the common stock on December 31, 1998 was
$26.88.
As of January 1, 1999, there were approximately 436 holders of record of
the Company's common stock and 33,849,542 shares of common stock outstanding.
COMPANY DIVIDEND POLICY
The Company does not expect to pay any cash dividends on its common stock
in the foreseeable future. The Company's present policy is to retain earnings,
if any, for use in the operation of the business. In addition, under the terms
of the Company's revolving credit facility, it cannot pay dividends to
shareholders.
11
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data as of and for the year
ended January 1, 1999, and as of January 2, 1998 and for the period from April
23, 1997 (inception) to January 2, 1998 (the "Inception Period") is derived
from the Company's Consolidated Financial Statements and related notes thereto,
which have been audited by PricewaterhouseCoopers LLP, independent accountants,
and which appear elsewhere in this Form 10-K. The selected consolidated
financial data should be read in conjunction with the Company's Consolidated
Financial Statements and related notes thereto and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
APRIL 23, 1997
YEAR ENDED (INCEPTION) TO
JANUARY 1, 1999 JANUARY 2, 1998
----------------- ----------------
(IN THOUSANDS, EXCEPT SHARE AND PER
SHARE DATA)
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Net revenues .................................................. $ 102,702 $ 14,848
Costs and expenses:
Project personnel and expenses ............................... 61,449 13,334
Selling, general and administrative .......................... 28,864 8,084
Compensation related to vesting of restricted shares ......... 40,843 --
Settlement costs ............................................. -- 1,903
In-process research and development technology ............... -- 4,000
----------- ----------
Total costs and operating expenses .......................... 131,156 27,321
----------- ----------
Loss from operations ......................................... (28,454) (12,473)
Other income (expense):
Interest income .............................................. 600 498
Interest expense ............................................. (747) (115)
----------- ----------
Loss before income taxes ..................................... (28,601) (12,090)
Income taxes .................................................. 325 --
----------- ----------
Net loss ...................................................... $ (28,926) $ (12,090)
=========== ==========
Net loss per common share--basic and diluted .................. $ (1.52) $ (1.91)
=========== ==========
Weighted average common shares outstanding .................... 19,038,354 6,342,319
JANUARY 1, JANUARY 2,
1999 1998
------------ -----------
(IN THOUSANDS)
CONSOLIDATED BALANCE SHEET DATA:
Working capital ..................... $ 42,232 $ 8,180
Total assets ........................ 89,064 28,650
Total long-term liabilities ......... 1,896 12,200
Convertible preferred stock ......... -- 10,040
Total shareholders' equity .......... 69,630 846
The Company completed three acquisitions during the Inception Period and
two acquisitions during 1998. The results of operations of the acquired
companies are included in the Company's consolidated results of operations from
the respective dates of acquisition.
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
Certain statements in this Form 10-K are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
involve known and unknown risks, uncertainties and other factors that may cause
the Company's actual results, performance or achievements to be materially
different from the results, performance or achievements expressed or implied by
the forward looking statements. Factors that impact such forward looking
statements include, among others, the ability of the Company to attract
additional business, changes in expectations regarding the information
technology industry, the ability of the Company to attract skilled employees,
possible changes in collections of accounts receivable, risks of competition,
price and margin trends, changes in general economic conditions and interest
rates and the Year 2000 issue. A discussion of the Company's risk factors is
set forth in the Company's Registration Statement on Form S-1 (Registration
Form 333-48123).
OVERVIEW
AnswerThink provides integrated consulting and technology enabled
solutions focused on the emerging Internet-driven electronic commerce
marketplace. AnswerThink offers a wide range of integrated solutions, including
benchmarking, business process transformation, software package implementation,
Internet commerce, decision support technology and Year 2000 solutions. These
solutions span across multi-entity functional areas and include supply chain,
sales and marketing, customer support, finance, human resources and information
technology. The Company markets its services to senior executives in
organizations where business transformation and technology-enabled change can
have a significant competitive impact.
The Company began operations on April 23, 1997. The Company's primary
activities during its initial stages consisted of recruiting consultants and
developing and building a service delivery model and the underlying information
systems to support the future growth of the business. Concurrent with this
effort, the Company embarked on an aggressive acquisition strategy that
resulted in three acquisitions during 1997 and two acquisitions during 1998.
The Company expects to continue this strategy in 1999.
The Company recognizes revenues on contracts as work is performed,
principally on a time and materials basis. For projects billed on a time and
materials basis, the Company recognizes revenue based on the number of hours
worked by consultants at an agreed-upon rate per hour. The Company believes the
financial risk under these types of arrangements is mitigated by the fact that
clients retain the financial risk associated with implementing projects. The
Company also undertakes certain projects, usually short-term, on a fixed-fee or
capped-fee basis for which revenues are recognized on a percentage of
completion method based on project hours worked.
The Company's revenue growth is directly tied to its ability to attract
and retain new consultants to service its increasing client base. The most
significant expense for the Company is the project personnel and related costs
associated with its consultants. The market for skilled consultants is highly
competitive and is characterized by very high demand with a relatively small
pool of qualified personnel. The ability of the Company to manage consultant
utilization, contain payroll costs and control employee turnover costs in light
of these market forces will have a significant impact on its profitability. To
help address these concerns, the Company grants restricted shares of common
stock or stock options to all employees, including those of acquired companies,
which generally vest over four to six years.
13
ACQUISITIONS
Since its inception, the Company has expanded through acquisitions. In the
future, a key element of the Company's growth strategy will be to pursue
additional acquisitions in order to obtain well-trained, high quality
professionals, new service offerings, additional industry experience, a broader
client base or an expanded geographic presence. All acquisitions completed by
the Company during 1997 and 1998 have been accounted for under the purchase
method of accounting. Accordingly, the historical Consolidated Financial
Statements of the Company include the operating results of the acquired
businesses from the date of each respective acquisition.
1997 ACQUISITIONS
On August 1, 1997, the Company acquired Relational Technologies, Inc.
("RTI"), a Georgia-based information technology consulting and Oracle software
implementation company. RTI focuses on the implementation of Oracle
manufacturing, financial and human resources applications. Through the
acquisition of RTI, the Company became an Oracle Business Alliance Member,
which enables the Company to market Oracle applications products to its
customers. RTI was acquired for 1,220,700 restricted shares of common stock
issued to RTI's shareholders.
On October 13, 1997, the Company completed its acquisition of The Hackett
Group, an Ohio-based consulting firm specializing in benchmarking and process
transformation. The Hackett Group, through its proprietary "best-practice"
database focuses on the efficiency of such organizational functions as finance,
human resources, IT services and supply chain management. The Company acquired
all of The Hackett Group's outstanding shares from its sole stockholder,
Gregory P. Hackett. The original purchase price was paid in the form of $6.5
million in cash, a $5.1 million promissory note, and 444,000 restricted shares
of common stock. The note and the restricted shares were subject to certain
earn-out provisions. On March 12, 1998, Mr. Hackett and the Company amended the
terms of the acquisition to waive the earn-out provisions.
On November 12, 1997, the Company acquired all the outstanding shares of
Delphi Partners, Inc., ("Delphi"), a New Jersey-based PeopleSoft application
solutions and information technology consulting company. Delphi focuses on the
implementation of PeopleSoft financial, human resources and manufacturing
applications. Through the acquisition of Delphi, the Company became a
PeopleSoft Implementation Partner. The total acquisition consideration paid
consisted of $7.4 million in cash and 560,000 restricted shares of common stock
issued to Delphi shareholders. The sellers of Delphi will also receive up to
$2.5 million to be paid by April 30, 1999 upon the achievement of certain
pre-tax profit targets related to the performance of Delphi during 1998.
1998 ACQUISITIONS
On May 20, 1998, the Company acquired all of the outstanding shares of
Legacy Technology, Inc. ("Legacy"), a Massachusetts-based provider of decision
support and data warehouse solutions to Fortune 1000 companies. The total
consideration consisted of $2.6 million in promissory notes and 248,461 shares
of common stock. The stockholders of Legacy will also receive up to $1.3
million in additional consideration, half of which will be in the form of cash
and half of which will be in shares of common stock, upon the achievement of
certain revenue and pre-tax profit targets related to the performance of Legacy
during the 12-month period ending April 30, 1999.
On September 30, 1998, the Company acquired all of the outstanding shares
of Infinity Consulting Group, Inc. ("Infinity") for 186,000 shares of the
Company's common stock and $2.8 million in cash. The sellers are also entitled
to contingent consideration of approximately $1.6 million, payable in cash and
the Company's common stock, if certain performance targets are met over the
12-month period ending August 31, 1999. Infinity is an Indiana-based
corporation engaged in the business of delivering PeopleSoft application
solutions.
14
RESULTS OF OPERATIONS
The Company's operations during the period from April 23, 1997 through
January 2, 1998 (the "Inception Period") resulted in net revenues of $14.8
million and a net loss of $12.1 million. The loss during the Inception Period
was attributable to the developmental nature of the business during the
start-up phase and to a $4.0 million charge for in-process research and
development technology recognized in connection with AnswerThink's acquisition
of The Hackett Group. For the year ended January 1, 1999, net revenues and net
loss totaled $102.7 million and $28.9 million, respectively. Excluding a
one-time charge of $40.8 million, net income for the year ended January 1, 1999
would have been $11.9 million. The Company recognized non-cash compensation
expense of $40.8 million during the year ended January 1, 1999 resulting from
the accelerated vesting of 3,320,000 restricted shares of common stock that had
been issued to certain members of the Company's management in connection with
the formation of the Company. These charges were non-cash in nature and do not
negatively impact shareholders' equity. The Company believes that such
issuances were critical to its ability to attract and retain qualified
personnel during the Company's crucial start-up phase.
The following table sets forth, for the periods indicated, the Company's
results of operations and the percentage relationship to net revenues of such
results:
APRIL 23, 1997
YEAR ENDED (INCEPTION) TO
JANUARY 1, 1999 JANUARY 2, 1998
--------------------------- --------------------------
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
Net revenues .................................................. $ 102,702 100.0% $ 14,848 100.0%
Costs and expenses:
Project personnel and expenses ............................... 61,449 59.8% 13,334 89.8%
Selling, general and administrative .......................... 28,864 28.1% 8,084 54.5%
Compensation related to vesting of restricted shares ......... 40,843 39.8% -- --
Settlement costs ............................................. -- -- 1,903 12.8%
In-process research and development technology ............... -- -- 4,000 26.9%
--------- ----- --------- -----
Total costs and operating expenses .......................... 131,156 127.7% 27,321 184.0%
--------- ----- --------- -----
Loss from operations ........................................ (28,454) (27.7)% (12,473) (84.0)%
Other income (expense):
Interest income (expense), net ............................... (147) ( 0.1)% 383 2.6%
--------- ----- --------- -----
Loss before income taxes .................................... (28,601) (27.8)% (12,090) (81.4)%
Income taxes .................................................. 325 ( 0.4)% -- --
--------- ----- --------- -----
Net loss ...................................................... $ (28,926) (28.2)% $ (12,090) (81.4)%
========= ===== ========= =====
NET REVENUES. Net revenues in 1998 increased to $102.7 million from $14.8
million during the Inception Period. This increase was attributable to several
factors including (i) the Company's acquisitions during 1997 and 1998 (ii) an
increase in the number of clients served, (iii) the sale of additional projects
to existing clients, and (iv) additional service offerings provided by the
Company during 1998. In addition to the factors listed above, the Inception
Period represented only 8 months of activities during the Company's start-up
phase as opposed to a full year of operations being reported in 1998. On a pro
forma basis (assuming the Company's 1997 and 1998 acquisitions had occurred on
April 23, 1997, the date of the Company's formation) 1998 and 1997 revenues
would have been $111.4 million and $38.4 million, respectively. The pro forma
results are unaudited and presented for informational purposes only. They are
not necessarily indicative of the future results of operations of the Company
or the results of operations of the Company had the acquisitions occurred on
April 23, 1997.
PROJECT PERSONNEL AND EXPENSES. Project personnel costs and expenses
consist of salaries and payroll-related expenses for consultants. These costs
increased to $61.4 million in 1998 from $13.3 million during the Inception
Period. This increase resulted from the Company's 1997 and 1998
15
acquisitions, the fact that 1998 included a full year of operations opposed to
only 8 months during the Inception period, as well as the hiring of additional
consultants to support the Company's internal growth and expanded service
offerings. The number of consultants increased by 382 during the year to 657 as
of January 1, 1999 from 275 at January 2, 1998. Project personnel and expenses
decreased as a percentage of net revenues to 59.8% during 1998 from 89.8% during
1997. This decrease was due to a decline in the average cost per consultant and
a higher level of utilization during 1998 as a result of the Company's improved
sales results and project backlog that was assumed in connection with the 1997
and 1998 acquisitions.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were $28.9 million in 1998 compared to $8.1 million during the
Inception Period. Selling, general and administrative expenses as a percentage
of net revenues decreased to 28.1% in 1998 from 54.5% during the Inception
Period. This decrease was attributable to the higher revenue levels during
1998, as well as the Company's ability to leverage its infrastructure to
acquired companies. The overall increase in selling, general and administrative
expenses related to an increase in salaries and benefits for functional support
personnel, increased selling costs related to higher sales volume and
additional amortization expense associated with the Company's acquisitions. In
addition, training and recruiting costs were higher as a result of the increase
in the number of consultants and property and facilities costs increased as the
Company moved from smaller, temporary offices established during the Company's
start-up phase into larger, permanent offices during late 1997 and during the
first half of 1998.
COMPENSATION RELATED TO VESTING OF RESTRICTED SHARES. The Company recorded
a charge in the first quarter of 1998 of approximately $40.8 million relating
to the vesting of restricted shares held by seven of the Company's senior
managers and one director that were subject to certain performance vesting
criteria. There are no additional restricted shares outstanding that are
subject to performance criteria for vesting.
SETTLEMENT COSTS. Settlement costs totaled $1.9 million, or 12.8% of net
revenues, for the Inception Period. Settlement costs consisted primarily of (i)
payments to certain key executives and certain other management employees of
the Company relating to the obligations assumed by the Company for compensation
earned during the period from December 1, 1996 to the date of the Company's
inception (the "Dispute Period") by such employees, and (ii) legal fees
incurred in connection with the ensuing litigation.
IN-PROCESS RESEARCH AND DEVELOPMENT TECHNOLOGY. The in-process research
and development technology charge of $4.0 million resulted from the acquisition
of The Hackett Group. At the date of acquisition, there were four benchmark
applications that had not met technological feasibility requirements and did
not have any alternative future use and therefore the value of such
applications was charged to operations.
INTEREST INCOME (EXPENSE), NET. Net interest expense totaled $147,000 for
1998 compared to $383,000 of net interest income for the 1997 period. Net
interest expense in 1998 was related primarily to the Company's borrowings
under the revolving credit facilities which were repaid upon the completion of
the initial public offering in June 1998, partially offset by $600,000 of
interest income earned during the year primarily from the investment of
proceeds from the Company's initial public offering. Net interest income for
the 1997 period was due to interest income earned from the initial
capitalization of the Company which was placed in short-term investments,
partially offset by $116,000 of interest expense during the last three months
of the year attributable to borrowings under the facility used to fund the
Company's acquisitions of The Hackett Group and Delphi Partners, Inc.
INCOME TAXES. The Company recorded income tax expense in 1998 of $325,000.
Although the Company reported a net loss for financial reporting purposes in
1998, for tax purposes the Company reported taxable income primarily as a
result of the non-deductibility of the $40.8 million compensation expense
relating to the vesting of restricted shares. The impact of the compensation
16
expense on the Company's effective tax rate was partially offset by the
Company's reduction of its deferred tax asset valuation allowance from $5.0
million to $200,000. During the Inception Period, the Company established a
valuation allowance for the entire deferred tax asset related to the net
operating loss carryforward and purchased research and development expense as a
result of its limited operating history as of that time.
LIQUIDITY AND CAPITAL RESOURCES
On May 28, 1998, the Company completed an initial public offering of its
common stock, which resulted in net proceeds to the Company of $38.5 million.
At January 1, 1999, the Company had $28.5 million of cash and cash equivalents
compared to $3.2 million at January 2, 1998. Prior to its initial public
offering in May 1998, the Company's primary source of liquidity had been its
initial capitalization, operating cash flows and borrowings under the Company's
revolving credit facility. The Company has a revolving credit facility with
BankBoston which allows for up to $20.0 million of borrowings. The credit
facility is unsecured and contains certain restrictive covenants. There were no
borrowings under this credit facility as of January 1, 1999.
Net cash provided by operating activities was $3.6 million for the year
ended January 1, 1999 compared to $11.2 million used during the Inception
Period. During the year ended January 1, 1999, the increase in cash provided by
operations related primarily to the Company's earnings, excluding the effects
of non-cash charges, and an increase in accrued expenses and other liabilities,
partially offset by a $16.1 million increase in accounts receivable and
unbilled revenue. During the Inception Period, net cash used in operating
activities was primarily attributable to the operating loss of $12.1 million.
Net cash used in investing activities was $3.9 million for the year ended
January 1, 1999 compared to $14.8 million used during the Inception Period. The
use of cash in 1998 was attributable to $2 million of purchases of property and
equipment, $1.3 million used in the acquisition of Infinity and a net increase
in short-term investments of $1 million. During the Inception Period, the use
of cash was attributable to $12.7 million for the acquisition of The Hackett
Group, Inc. and Delphi, and $2.1 million to purchase computer hardware and
software and telecommunications equipment.
Net cash provided by financing activities was $25.6 million in the year
ended January 1, 1999 compared to $29.2 million during the Inception Period.
During the year ended January 1, 1999, $38.5 million of cash was provided from
the issuance of common stock primarily from the Company's initial public
offering and $1.1 million was provided from the issuance of convertible
preferred stock. The Company used the proceeds from its initial public offering
to repay $6.4 million in notes payable to shareholders and to repay all
outstanding amounts under the revolving credit facility. During the Inception
Period, the primary source of cash was $21.0 million raised through the
issuance of convertible preferred stock and $8.2 million of borrowings under
the Company's credit facility.
Based on the Company's current financial position and funds available
under its credit facility or that may be generated from operations, the Company
believes that it will be able to meet all of its currently anticipated
short-term and long-term capital requirements.
YEAR 2000 READINESS
Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000 (the "Year 2000 Issue").
All of the Company's internal systems were implemented during 1997 and
1998. The Company has prepared an inventory of information technology and
non-information technology system components and has begun to classify system
components in terms of their criticality to the Company's operations. Its
mission critical components, which include Oracle Financials, Personal, Time
and
17
Expense and Project Billing software modules, are considered by the vendors to
be Year 2000 compliant. In December of 1998, as part of its overall Year 2000
readiness assessment effort, the Company kicked off its efforts to confirm this
fact. The Company is in the process of confirming the Year 2000 compliance of
its mission critical system vendors, and has targeted April 30, 1999 as the
completion date for this assessment. The Company anticipates that the Year 2000
compliance of mission critical components will be confirmed in all material
respects. If compliance is not successfully confirmed, the Company anticipates
that components that are not compliant will be able to be fixed using software
vendor release updates in connection with existing maintenance agreements that
include as a component a Year 2000 remedy. The Company estimates that the cost
to apply the Year 2000 release updates will not be material. The testing of
critical applications will begin during the second quarter of 1999. If, as a
result of this testing, further updates are required, the Company believes that
all required updates will be installed and tested prior to December 31, 1999.
However there can be no assurances that all required tests and updates will be
completed by that date.
As part of its overall Year 2000 program the Company plans to assess the
readiness of its external business relationships on which it relies in the
conduct of its business. For example, a third party vendor performs the payroll
function for the Company. The Company also relies on the services of
telecommunications companies, Internet service providers, banks, utilities and
commercial airlines, among others. The Company is in the process of
inventorying and classifying these relationships according to their criticality
to the Company's operations. The Company plans to seek assurances from its
material vendors and suppliers that there will be no interruption of service as
a result of the Year 2000 issue, and to the extent not given, the Company
intends to devise contingency plans designed to mitigate the impact on the
Company's business in the event the Year 2000 issue results in the
unavailability of services. There can be no assurance that any contingency
plans developed by the Company will prevent any such service interruption on
the part of one or more of the Company's third party suppliers from having a
material adverse effect on the Company's business, operating results and
financial condition. In addition, the failure on the part of the accounting
systems of the Company's clients due to the Year 2000 issue could result in a
delay in the payment of invoices issued by the Company for services and
expenses. A failure of the accounting systems of a significant number of the
Company's clients would have a material adverse effect on the Company's
business, operating results and financial condition.
The Company believes the Year 2000 Issue as it relates to its internal
information technology and non-information technology system components will
not have material impact on the Company's financial condition or results of
operations. However, the potential failure of the systems of its external
business relationships discussed above and the potential for failures at its
material clients which cause the postponement or cancellation of ongoing
projects could result in an interruption of normal business activities and
operations and result in the cancellation of future projects. Such failures
could materially and adversely affect the Company's results of operations. Due
to the general uncertainty inherent in the Year 2000 Issue, resulting in part
from the uncertainty of the Year 2000 readiness of external business
relationships, the Company is unable to determine at this time whether the
consequences of external Year 2000 failures will have a material impact on the
Company's results of operations.
The services offered by the Company do not include actual Year 2000 code
remediation services. However, approximately 6% of the Company's revenues for
the year ended December 31, 1998 was related to assisting clients assess Year
2000 readiness and in designing and managing the process whereby necessary
remediation is accomplished. The Company's clients are ultimately responsible
for the actual remediation process. However, these clients could assert that
certain services performed by the Company contributed to their failure to
resolve their Year 2000 issues on a timely basis. In addition, the Company's
principal service offerings include software package recommendation and
implementation as well as system design. These software packages are created by
third parties. Further, the hardware and software components of the systems
designed by the Company are created by third parties. Clients could assert that
the services rendered in connection with the recommendation and installation of
software packages and system design involved or are related to
18
the Year 2000 issue. There can be no way of assuring that all such software
packages and systems components will be Year 2000 compliant. Further, clients
have the ability to alter and upgrade software and system components after
project completion. These client activities may render these software packages
or systems non-compliant. Due to the potential significance of the Year 2000
issue upon client operations, upon any failure of critical client systems or
processes that may be directly or indirectly connected or related to services
provided by the Company, the Company may be subjected to claims regardless of
whether the failure is related to the services provided by the Company. If
asserted, such claims (and the associated cost of defending such claims) could
have a material adverse effect on the Company's business, results of operations
and financial condition.
The Company's policy has been to attempt to include provisions in its
client contracts that, among other things, disclaim implied warranties, limit
the Company's liability to the amount of fees paid by the client to the Company
in connection with the project, and disclaim liability arising from third party
software that is implemented or installed by the Company. There can be no
assurance that the Company will be able to obtain these contractual protections
in agreements concerning future projects or that any contractual provisions
governing current completed projects will prevent clients from asserting claims
against the Company with respect to the Year 2000 issue. There can also be no
assurance that the contractual protections, if any, obtained by the Company
will effectively operate to protect the Company from, or limit the amount of,
any liability arising from claims asserted against the Company.
The forgoing discussion of the Company's Year 2000 readiness contains
forward looking statements including estimated timeframes and costs for
addressing the known Year 2000 issues confronting the Company and is based on
management's current estimates, which were derived using numerous assumptions.
There can be no assurance that these estimates will be achieved and actual
events and results could differ materially from those anticipated. Specific
factors that might cause such material differences include, but are not limited
to, the ability of the Company to identify and correct all Year 2000 problems
and the success of external business relationships in addressing their Year
2000 issues.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ANSWERTHINK CONSULTING GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
PAGE
-----
FINANCIAL STATEMENTS OF ANSWERTHINK CONSULTING GROUP, INC.
Report of Independent Certified Public Accountants ............................... 21
Consolidated Balance Sheets as of January 1, 1999 and January 2, 1998 ............ 22
Consolidated Statements of Operations for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 23
Consolidated Statements of Shareholders' Equity for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 24
Consolidated Statements of Cash Flows for the Year Ended January 1, 1999
and the Period April 23, 1997 (date of inception) through January 2, 1998 ....... 25
Notes to Financial Statements .................................................... 26
20
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and
Shareholders of AnswerThink Consulting Group, Inc.
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, shareholders' equity, and cash
flows present fairly, in all material respects, the financial position of
AnswerThink Consulting Group, Inc. and Subsidiaries (the "Company") as of
January 1, 1999 and January 2, 1998, and the results of their operations and
their cash flows for the year ended January 1, 1999 and for the period from
April 23, 1997 (date of inception) through January 2, 1998, in conformity with
generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Miami, Florida
February 1, 1999, except for
Note 15, as to which the
date is February 26, 1999
21
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEETS
JANUARY 1, JANUARY 2,
1999 1998
--------------- ----------------
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 28,481,764 $ 3,173,262
Short-term investments ........................................ 1,000,000 --
Accounts receivable and unbilled revenue, net ................. 29,095,232 10,157,720
Prepaid expenses and other current assets ..................... 1,192,984 412,388
------------- -------------
Total current assets ....................................... 59,769,980 13,743,370
Property and equipment, net .................................... 2,994,491 2,495,295
Other assets ................................................... 2,713,689 467,370
Goodwill, net .................................................. 23,585,946 11,943,610
------------- -------------
Total assets ............................................... $ 89,064,106 $ 28,649,645
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable .............................................. $ 2,412,680 $ 1,437,292
Accrued expenses and other liabilities ........................ 11,868,937 4,126,254
Income taxes payable .......................................... 1,059,474 --
Notes payable to shareholders, current portion ................ 2,197,000 --
------------- -------------
Total current liabilities .................................. 17,538,091 5,563,546
------------- -------------
Borrowings under revolving credit facility ..................... -- 8,150,000
Notes payable to shareholders .................................. 1,896,000 4,050,000
------------- -------------
Total long-term liabilities ................................ 1,896,000 12,200,000
------------- -------------
Total liabilities .......................................... 19,434,091 17,763,546
------------- -------------
Commitments and contingencies ..................................
Convertible preferred stock .................................... -- 10,040,196
------------- -------------
Shareholders' equity:
Preferred stock, $.001 par value, 1,250,000 shares authorized,
none issued and outstanding ................................. -- --
Common stock, $.001 par value, authorized 125,000,000 shares;
issued and outstanding: 33,849,542 shares at January 1, 1999;
23,378,592 shares at January 2, 1998 ........................ 33,850 23,379
Additional paid-in capital .................................... 111,895,279 13,569,279
Unearned compensation--restricted stock ....................... (1,282,974) (656,303)
Accumulated deficit ........................................... (41,016,140) (12,090,452)
------------- -------------
Total shareholders' equity ................................. 69,630,015 845,903
------------- -------------
Total liabilities and shareholders' equity ................. $ 89,064,106 $ 28,649,645
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
22
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD
FOR THE YEAR APRIL 23, 1997
ENDED (DATE OF INCEPTION)
JANUARY 1, 1999 THROUGH JANUARY 2, 1998
----------------- ------------------------
Net revenues .................................................. $ 102,702,380 $ 14,848,172
Costs and expenses:
Project personnel and expenses ............................... 61,449,271 13,333,921
Selling, general and administrative .......................... 28,863,985 8,084,558
Compensation related to vesting of restricted shares ......... 40,843,400 --
Settlement costs ............................................. -- 1,902,608
In-process research and development technology ............... -- 4,000,000
------------- -------------
Total costs and operating expenses ........................ 131,156,656 27,321,087
------------- -------------
Loss from operations ......................................... (28,454,276) (12,472,915)
Other income (expense):
Interest income .............................................. 600,233 498,018
Interest expense ............................................. (746,825) (115,555)
------------- -------------
Loss before income taxes ..................................... (28,600,868) (12,090,452)
Income taxes .................................................. 324,820 --
------------- -------------
Net loss ...................................................... $ (28,925,688) $ (12,090,452)
============= =============
Basic and diluted net loss per common share ................... $ (1.52) $ (1.91)
============= =============
Weighted average common shares outstanding .................... 19,038,354 6,342,319
The accompanying notes are an integral part of the consolidated financial
statements.
23
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
COMMON STOCK
------------------------- ADDITIONAL
PAID-IN
SHARES AMOUNT CAPITAL
------------- ----------- ---------------
Balance at April 23, 1997 ....................... -- $ -- $ --
Issuance of 13,734,850 shares of restricted
common stock ................................... 13,734,850 13,735 757,879
Conversion of 1,826,634 shares of convertible
preferred stock to common stock ................ 7,306,536 7,307 10,952,497
Issuance of 2,337,206 shares of restricted
common stock for business acquisitions ......... 2,337,206 2,337 1,858,903
Amortization of deferred
compensation expense ........................... -- -- --
Net loss ........................................ -- -- --
---------- -------- ------------
Balance at January 2, 1998 ...................... 23,378,592 $ 23,379 $ 13,569,279
Issuance of 25,100 shares of restricted
common stock ................................... 25,100 25 101
Issuance of 3,362,000 shares of unrestricted
common stock ................................... 3,362,000 3,362 38,643,637
Purchase and retirement of restricted
common stock ................................... (510,715) (511) (2,148)
Vesting of restricted shares .................... -- -- 42,210,920
Conversion of 1,790,026 shares of convertible
preferred stock to common stock ................ 7,160,104 7,160 11,132,675
Issuance of 434,461 shares of restricted
common stock for business acquisitions ......... 434,461 435 6,340,815
Amortization of deferred
compensation expense ........................... -- -- --
Net loss ........................................ -- -- --
---------- -------- ------------
Balance at January 1, 1999 ...................... 33,849,542 $ 33,850 $111,895,279
========== ======== ============
UNEARNED
COMPENSATION TOTAL
RESTRICTED ACCUMULATED SHAREHOLDERS'
STOCK DEFICIT EQUITY
---------------- ------------------ ----------------
Balance at April 23, 1997 ....................... $ -- $ -- $ --
Issuance of 13,734,850 shares of restricted
common stock ................................... (702,447) -- 69,167
Conversion of 1,826,634 shares of convertible
preferred stock to common stock ................ -- -- 10,959,804
Issuance of 2,337,206 shares of restricted
common stock for business acquisitions ......... -- -- 1,861,240
Amortization of deferred
compensation expense ........................... 46,144 -- 46,144
Net loss ........................................ -- (12,090,452) (12,090,452)
------------ -------------- --------------
Balance at January 2, 1998 ...................... $ (656,303) $ (12,090,452) $ 845,903
Issuance of 25,100 shares of restricted
common stock ................................... -- -- 126
Issuance of 3,362,000 shares of unrestricted
common stock ................................... -- -- 38,646,999
Purchase and retirement of restricted
common stock ................................... -- -- (2,659)
Vesting of restricted shares .................... (1,045,440) -- 41,165,480
Conversion of 1,790,026 shares of convertible
preferred stock to common stock ................ -- -- 11,139,835
Issuance of 434,461 shares of restricted
common stock for business acquisitions ......... -- -- 6,341,250
Amortization of deferred
compensation expense ........................... 418,769 -- 418,769
Net loss ........................................ -- (28,925,688) (28,925,688)
------------ -------------- --------------
Balance at January 1, 1999 ...................... $ (1,282,974) $ (41,016,140) $ 69,630,015
============ ============== ==============
The accompanying notes are an integral part of the consolidated financial
statements.
24
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD
FOR THE YEAR APRIL 23, 1997
ENDED (DATE OF INCEPTION)
JANUARY 1, 1999 THROUGH JANUARY 2, 1998
----------------- ------------------------
Cash flows from operating activities:
Net loss ............................................................. $ (28,925,688) $ (12,090,452)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Compensation charge related to vesting of restricted shares ......... 40,843,400 --
In-process research and development technology ...................... -- 4,000,000
Depreciation and amortization ....................................... 3,277,906 462,073
Deferred income taxes ............................................... (960,994) --
Changes in assets and liabilities, net of effects from acquisitions:
Increase in accounts receivable and unbilled revenue ................. (16,105,923) (4,481,152)
Increase in prepaid expenses and other current
and non-current assets ............................................. (953,992) (736,166)
Increase in accounts payable ......................................... 252,251 825,545
Increase in accrued expenses and other liabilities ................... 5,144,488 784,906
Increase in income taxes payable ..................................... 1,059,474 --
-------------- --------------
Net cash provided by (used in) operating activities ............... 3,630,922 (11,235,246)
Cash flows from investing activities:
Purchases of property and equipment .................................. (1,959,547) (2,089,249)
Sale of property and equipment under sale/leaseback
arrangement ........................................................ 456,040 --
Purchases of short-term investments .................................. (9,650,000) --
Redemptions, sales and maturities of short-term investments .......... 8,650,000 --
Acquisition of businesses, net of cash acquired ...................... (1,258,280) (12,728,991)
Other, net ........................................................... (142,920) --
-------------- --------------
Net cash used in investing activities ............................. (3,904,707) (14,818,240)
Cash flows from financing activities:
Proceeds from issuance of common stock ............................... 38,647,125 76,748
Repurchases of common stock .......................................... (2,659) --
Proceeds from issuance of convertible preferred stock ................ 1,099,639 21,000,000
Proceeds from revolving credit facility .............................. 3,000,000 8,150,000
Repayment of revolving credit facility ............................... (11,150,000) --
Repayment of shareholder notes ....................................... (6,373,035) --
Proceeds from capital lease obligation ............................... 507,017 --
Repayment of obligation under capital lease .......................... (145,800) --
-------------- --------------
Net cash provided by financing activities ......................... 25,582,287 29,226,748
-------------- --------------
Net increase in cash and cash equivalents ............................. 25,308,502 3,173,262
Cash and cash equivalents at beginning of period ...................... 3,173,262 --
-------------- --------------
Cash and cash equivalents at end of period ............................ $ 28,481,764 $ 3,173,262
============== ==============
Supplemental disclosure of cash flow information
Cash paid for interest ............................................... $ 803,488 $ --
Cash paid for income taxes ........................................... $ 226,340 $ --
The accompanying notes are an integral part of the consolidated financial
statements.
25
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
AnswerThink Consulting Group, Inc. (the "Company" or "AnswerThink")
provides integrated consulting and technology enabled solutions focused on the
emerging Internet-driven electronic commerce marketplace. AnswerThink offers a
wide range of integrated solutions, including benchmarking, business process
transformation, software package implementation, Internet commerce, decision
support technology and Year 2000 solutions. These solutions span across
multi-entity functional areas and include supply chain, sales and marketing,
customer support, finance, human resources and information technology. The
Company markets its services to senior executives in organizations where
business transformation and technology-enabled change can have a significant
competitive impact.
ORGANIZATION
On April 23, 1997, the Company and the initial investors in the Company
(the "Initial Investors") entered into a stock purchase agreement (the "Stock
Purchase Agreement") pursuant to which the Company sold 3,400,000 shares to the
Initial Investors of the Company's Class A Convertible Preferred Stock (the
"Class A Preferred Stock"). Such shares of Class A Preferred Stock were sold at
$6.00 per share, for total proceeds of $20.4 million. In May 1997, certain
senior executives of the Company purchased an additional 100,000 shares of
Class A Preferred Stock at $6.00 per share. Each share of Class A Preferred
Stock was convertible into four shares of the Company's common stock. Pursuant
to the Stock Purchase Agreement, certain of the Initial Investors had the
option to purchase from the Company an additional 100,000 shares of Class A
Preferred Stock at $6.00 per share which shares were purchased on February 24,
1998.
All preferred stock issued by the Company in connection with the formation
of the Company was converted, pursuant to the original terms, to shares of the
Company's common stock prior to its initial public offering.
In May 1998, the Company completed its initial public offering whereby the
Company sold 3,324,500 shares of common stock. Net proceeds to the Company,
after expenses, aggregated $38.5 million.
PRINCIPLES OF CONSOLIDATION
The Consolidated Financial Statements include the accounts of AnswerThink
Consulting Group, Inc. and its subsidiaries. All material intercompany accounts
and transactions have been eliminated in consolidation.
FISCAL YEAR
The Company's fiscal year ends on the Friday closest to December 31. The
fiscal year for the Company will generally consist of a 52-week period. Fiscal
years 1998 and 1997 ended on January 1, 1999 and January 2, 1998, respectively.
References to a year in these financial statements relate to a fiscal year
rather than a calendar year.
CASH AND CASH EQUIVALENTS
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high
26
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
credit quality financial institutions. At times, such investments may be in
excess of the F.D.I.C. insurance limits. The Company has not experienced any
loss to date on these investments.
SHORT-TERM INVESTMENTS
Short-term investments, consisting of interest bearing, investment-grade
securities, have been classified as available-for-sale securities and are
recorded at fair market value. Any unrealized holding gains or losses on
available-for-sale securities are reported as a separate component of
shareholders' equity until these gains or losses are realized. The difference
between fair market value and cost was not material at January 1, 1999.
Realized gains or losses from sales of available-for-sale securities were not
material for any period presented. For the purpose of determining realized
gains and losses, the cost of securities sold is based upon specific
identification.
PROPERTY AND EQUIPMENT, NET
Property and equipment are recorded at cost, less accumulated
depreciation. Depreciation is provided using the straight-line method over the
estimated useful life of the assets ranging from two to five years.
Expenditures for repairs and maintenance are charged to expense as incurred.
Expenditures for betterments and major improvements are capitalized. The
carrying amount of assets sold or retired and related accumulated depreciation
are removed from the accounts in the year of disposal and any resulting gains
or losses are included in the statement of operations.
INTANGIBLE ASSETS
Goodwill, related to business acquisitions, is being amortized over 15
years on a straight-line basis. The Company recorded amortization expense of
$1,324,411 and $137,729 for the year ended January 1, 1999 and for the period
April 23, 1997 (date of inception) through January 2, 1998, respectively. The
carrying value of goodwill is subject to periodic review of realizability.
REVENUE RECOGNITION
The Company recognizes revenues as work is performed on a contract by
contract basis, adjusted for any anticipated losses in the period in which any
such losses are identified. To date, the Company has not experienced any
material losses. Out-of-pocket expenses are reimbursed by clients and are
offset against expenses incurred.
INCOME TAXES
The Company records income taxes using the liability method. Under this
method, the Company records deferred taxes based on temporary taxable and
deductible differences between the tax bases of the Company's assets and
liabilities and their financial reporting bases. A valuation allowance is
established when it is more likely than not that some or all of the deferred
tax assets will not be realized.
NET LOSS PER COMMON SHARE
Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period. With
regard to restricted common shares
27
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)
issued to employees under employment agreements, the calculation includes only
the vested portion of such shares. Accordingly, common shares outstanding for
the basic net loss per share computation is significantly lower than actual
shares issued and outstanding.
Loss per common share assuming dilution is computed by dividing the net
loss by the weighted average number of common shares outstanding, increased by
the assumed conversion of other potentially dilutive securities during the
period. Potentially dilutive shares were excluded from the fully diluted loss
per share calculation for each period presented because their effects would
have been anti-dilutive to the loss incurred by the Company, therefore, the
amounts reported for basic and diluted net loss per share were the same.
Potentially dilutive shares which were not included in the diluted loss per
share calculations as of January 1, 1999 and January 2, 1998 include 9,508,192
shares and 8,901,652 shares, respectively, of unvested restricted common stock
issued under employment agreements and 8,928,404 shares for the period ended
January 2, 1998 from the assumed conversion of the convertible preferred stock.
CONCENTRATION OF CREDIT RISK
The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses. During the period from April 23, 1997 (date of
inception) through January 2, 1998, a total of two customers accounted for
approximately 13% of net revenues. No single customer accounted for 5% or more
of net revenues for the year ended January 1, 1999.
MANAGEMENT'S ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of 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.
RECENT ACCOUNTING PRONOUNCEMENTS
On January 1, 1999, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND
RELATED INFORMATION. The new rules establish revised standards for public
companies relating to the reporting of financial and descriptive information
about their operating segments in financial statements. Since AnswerThink only
has one business segment, which is providing consulting services to its
clients, the adoption of SFAS 131 did not have an effect on the Company's
financial statements.
RECLASSIFICATIONS
Certain prior year amounts in the consolidated financial statements have
been reclassified to conform with the current year presentation.
28
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. ACQUISITIONS AND INVESTING ACTIVITIES
On August 1, 1997, the Company acquired Relational Technologies, Inc.,
("RTI") an Atlanta, Georgia-based information technology consulting and Oracle
software implementation company for 1,220,700 restricted shares of Common Stock
issued to RTI's stockholders valued at approximately $610,000.
On October 13, 1997, the Company acquired all of the outstanding shares of
The Hackett Group, Inc. ("Hackett"), an Ohio based consulting firm specializing
in benchmarking and process transformation primarily to Fortune 500 companies.
The original purchase price payable to the sole stockholder of Hackett
consisted of approximately $6.5 million in cash, a $5.1 million promissory note
and 444,000 restricted shares of common stock valued at approximately $355,000.
The note and the restricted shares are subject to certain earn-out provisions.
The note is payable in three separate installments. As of January 2, 1998, the
Company had recorded $3.8 million bearing interest at a rate of 12% per annum,
for additional purchase consideration under the promissory note due to the
seller on March 31, 1998 based on achievement of earnings targets for 1997. On
March 12, 1998, the Company entered into an amendment with the sole stockholder
of Hackett to waive the earn-out provisions and to extend the due date on the
$3.8 million note obligation owed to such stockholder from March 31, 1998 to
the earlier of the completion of a public offering of shares by the Company or
January 15, 1999. In connection with such amendment, the Company recorded
additional goodwill amounting to $3.1 million, notes payable to shareholders
totaling $1.4 million, accrued expenses and other liabilities of $338,000 and
shareholders' equity of $1.3 million. The $3.8 million note was paid-off in
June 1998 upon the completion of the Company's initial public offering. The
second installment obligation of $497,000 is due March 31, 1999, and the third
installment obligation of $896,000 is due March 31, 2000. The obligations for
the second and third installment payments bear interest at a rate of 8% per
annum.
A significant portion of the purchase price for the Hackett acquisition
was allocated to in-process research and development technology, resulting in a
$4.0 million charge to the Company's operations in the quarter ended January 2,
1998. These charges were valued using a risk adjusted cash flow model, under
which projected income and expenses attributable to the purchased technology
were identified, and potential income streams were discounted for risks and
uncertainties, including the stage of development of the technology, viability
of target markets, rapidly changing nature of the industry and other factors.
On November 12, 1997, the Company acquired all of the outstanding shares
of Delphi Partners, Inc. ("Delphi") for approximately $7.4 million in cash plus
560,000 restricted shares of the Company's common stock valued at $840,000. The
sellers are also entitled to contingent consideration of up to a maximum of
$2.5 million to be paid by April 30, 1999 based on the achievement of certain
pre-tax profit targets as defined. Delphi is an information systems consulting
services firm focused primarily on applications developed by PeopleSoft, Inc.
On May 20, 1998, the Company acquired all the outstanding shares of Legacy
Technology, Inc. ("Legacy") for $2.6 million in promissory notes, which were
paid-off during June 1998, plus 248,461 shares of the Company's common stock
valued at $3.0 million. The sellers are also entitled to contingent
consideration of approximately $1.3 million, payable in cash and the Company's
common stock, if certain performance targets are met over the 12-month period
ending April 30, 1999. Legacy is a Massachusetts-based provider of decision
support and data warehouse solutions to Fortune 1000 companies.
29
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. ACQUISITIONS AND INVESTING ACTIVITIES--(CONTINUED)
On September 30, 1998, the Company acquired all the outstanding shares of
Infinity Consulting Group, Inc. ("Infinity") for 186,000 shares of the
Company's common stock valued at $3.4 million and $2.8 million in cash. The
sellers are also entitled to contingent consideration of approximately $1.6
million, payable in cash and the Company's common stock, if certain performance
targets are met over the 12-month period ending August 31, 1999. Infinity is an
Indiana-based corporation engaged in the business of delivering PeopleSoft
application solutions.
The results of operations of the acquired companies are included in the
Company's consolidated results of operations from the respective dates of
acquisition. Contingent consideration, to the extent earned, is recorded as
additional goodwill.
The aggregate consideration for the Company's acquisitions has been
allocated to the assets and liabilities acquired based upon their respective
fair values. The components of the purchase price allocation for the 1998 and
1997 acquisitions, including contingent consideration earned, fees and
expenses, are as follows:
1998 1997
--------------- ---------------
Fair value of net assets acquired (primarily accounts
receivable) excluding cash acquired .................................. $ 574,181 $ 1,920,602
Goodwill .............................................................. 9,607,849 15,154,709
In-process research and development technology ........................ -- 4,000,000
Common stock issued ................................................... (6,341,250) (3,203,320)
Note payable-earned additional purchase consideration ................. -- (3,750,000)
Notes payable issued to shareholders .................................. (2,582,500) (1,393,000)
------------ ------------
Cash used in acquisitions of businesses, net of cash acquired ......... $ 1,258,280 $ 12,728,991
============ ============
The following information presents the unaudited pro forma condensed
results of operations for the year ended January 1, 1999 and the period April
23, 1997 (date of inception) through January 2, 1998 as if the Company's
acquisitions of RTI, Hackett, Delphi, Legacy and Infinity had occurred on April
23, 1997. For fiscal year 1998, pro forma adjustments include additional
amortization expense and interest expense of $314,000 and $72,000,
respectively. The 1997 fiscal period includes $840,000 and $771,000 of
additional amortization expense and interest expense, respectively. The pro
forma results are presented for informational purposes only and are not
necessarily indicative of the future results of operations of the Company or
the results of operations of the Company had the acquisitions occurred on April
23, 1997.
APRIL 23, 1997
YEAR ENDED THROUGH
PRO FORMA RESULTS OF OPERATIONS (UNAUDITED) JANUARY 1, 1999 JANUARY 2, 1998
- --------------------------------------------------------- ----------------- ------------------
Net revenues ......................................... $ 111,356,148 $ 38,390,034
Net loss ............................................. $ (28,106,684) $ (11,606,626)
Net loss per common share--basic and diluted ......... $ (1.46) $ (1.45)
30
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
3. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
JANUARY 1, JANUARY 2,
1999 1998
--------------- --------------
Equipment ............................. $ 3,697,135 $ 2,500,894
Furniture and fixtures ................ 221,686 180,682
Leasehold improvements ................ 371,191 51,375
------------ -----------
4,290,012 2,732,951
Less accumulated depreciation ......... (1,295,521) (237,656)
------------ -----------
$ 2,994,491 $ 2,495,295
============ ===========
Depreciation expense for the year ended January 1, 1999 and for the period
from April 23, 1997 through January 2, 1998 was $1.1 million and $238,000,
respectively.
4. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consists of the following:
JANUARY 1, JANUARY 2,
1999 1998
-------------- --------------
Accrued payroll and payroll related expenses ......... $ 6,648,033 $ 3,019,519
Deferred revenue ..................................... 1,679,653 --
Employee stock purchase plan payable ................. 1,372,126 --
Other accrued expenses ............................... 2,169,125 1,106,735
----------- -----------
$11,868,937 $ 4,126,254
=========== ===========
5. BORROWINGS UNDER REVOLVING CREDIT FACILITY
The Company has a $20 million revolving credit facility (the "Credit
Facility") which expires on November 7, 2000. Borrowings under this Credit
Facility bear interest at varying rates, principally LIBOR plus 1.25-2.25%. The
Company's obligation under the Credit Facility is unsecured. The total amount
outstanding as of January 2, 1998 was $8,150,000, with a weighted average
interest rate of 8.5%. No borrowings were outstanding under this Credit
Facility as of January 1, 1999.
The Credit Facility contains, among other things, the maintenance of
certain financial covenants such as a minimum level of tangible net worth,
minimum leverage ratio, and minimum ratio of earnings to interest expense.
31
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. NOTES PAYABLE TO SHAREHOLDERS
Notes payable to shareholders consists of the following:
JANUARY 1, JANUARY 2,
1999 1998
-------------- --------------
Notes payable to shareholders ......... $ 4,093,000 $ 4,050,000
Less current portion .................. (2,197,000) --
------------ -----------
Long-term portion ..................... $ 1,896,000 $ 4,050,000
============ ===========
The shareholder notes at January 1, 1999 bear interest ranging from 0% to
8% per annum with $2,197,000 and $1,896,000 of principal and interest due on
March 31, 1999 and March 31, 2000, respectively.
7. LEASE COMMITMENTS
The Company and its subsidiaries have operating lease agreements for its
premises and certain computer equipment that expire on various dates through
2004. The operating lease agreements for premises are subject to escalation.
Rent expense for the year ended January 1, 1999 and the period April 23, 1997
(date of inception) through January 2, 1998, was approximately $1,775,000 and
$300,000, respectively.
Future minimum lease commitments under noncancelable operating leases
having a remaining term in excess of one year at January 1, 1999, are as
follows:
1999 ..................................... $ 2,026,759
2000 ..................................... 1,590,215
2001 ..................................... 1,063,948
2002 ..................................... 1,037,439
2003 ..................................... 440,382
Thereafter ............................... 262,143
-----------
Total minimum lease payments ......... $ 6,420,886
===========
32
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. INCOME TAXES
The components of the provision for income taxes are as follows:
YEAR ENDED APRIL 23, 1997
JANUARY 1, THROUGH
1999 JANUARY 2, 1998
-------------- ----------------
Current tax expense
Federal ............ $ 1,021,700 $ --
State .............. 264,114 --
----------- ----------
1,285,814 --
Deferred tax benefit
Federal ............ (934,614) --
State .............. (26,380) --
----------- ----------
(960,994) --
----------- ----------
Income taxes ......... $ 324,820 $ --
=========== ==========
A reconciliation of the Federal statutory tax rate with the effective tax
rate is as follows:
YEAR ENDED APRIL 23, 1997
JANUARY 1, THROUGH
1999 JANUARY 2, 1998
------------ ----------------
U.S. statutory rate ........................................... (35.0)% (35.0)%
State income taxes, net of Federal income tax benefit ......... 0.5 % --
Non cash compensation ......................................... 49.4 % --
Valuation allowance ........................................... (14.7)% 35.0 %
Other ......................................................... 0.9 % --
------- -------
Effective rate ................................................ 1.1 % --
-------- -------
The components of the net deferred income tax asset are as follows:
JANUARY 1, JANUARY 2,
1999 1998
-------------- ---------------
Deferred income tax assets:
Purchased research and development ......... $ 1,519,455 $ 1,629,961
Net operating loss carryforward ............ -- 3,552,163
Allowance for doubtful accounts ............ 67,235 --
----------- ------------
1,586,690 5,182,124
Valuation allowance ........................ (202,489) (4,966,912)
----------- ------------
1,384,201 215,212
Deferred income tax liabilities:
Depreciation and amortization .............. (184,489) (215,212)
Other items ................................ (238,718) --
----------- ------------
(423,207) (215,212)
----------- ------------
Net deferred income tax asset ............... $ 960,994 $ --
=========== ============
33
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. INCOME TAXES--(CONTINUED)
A deferred tax asset of $961,000 is included in other assets in the
accompanying consolidated balance sheet at January 1, 1999.
As of January 1, 1999, the Company had established a valuation allowance
in the amount of $202,000 to reduce deferred income tax assets related to state
income tax loss carryforwards. As of January 2, 1998, the Company had a
valuation reserve of $5.0 million which represented the entire amount of the
deferred tax asset attributable to the Company's net operating loss
carryforward. This allowance was established in light of the Company's limited
operating history as of that time.
9. RESTRICTED STOCK
As of January 1, 1999 and January 2, 1998, the Company had issued and
outstanding restricted common stock totalling 13,249,235 shares and 13,734,850
shares, respectively, which were sold to employees of the Company at nominal
purchase prices per share. Each employee executed an employment agreement or a
restricted stock agreement with the Company providing for, among other things,
the manner in which restricted shares will vest. In general, a certain
percentage of restricted shares will begin to vest upon the second anniversary
from the purchase date of such shares and will become fully vested either by
the fourth or sixth anniversary from the purchase date so long as the holder
remains an employee.
Certain of the Company's employees and one director purchased 3,520,000
restricted shares of common stock subject to performance vesting criteria. The
Company recorded a charge of approximately $40.8 million during the year ended
January 1, 1999 relating to the accelerated vesting of these restricted shares
pursuant to agreements dated as of March 27, 1998 by and among the relevant
stockholders, the Company and its Board of Directors. Pursuant to terms of the
agreements, vesting was accelerated for 3,320,000 shares in the first quarter
of 1998 based on the Company's results to date and the expectation of
completion of the Company's initial public offering during the second quarter
of 1998. The remaining 200,000 shares were cancelled as part of the agreements.
There are no additional restricted shares outstanding that are subject to
performance criteria for vesting.
Restricted stock includes shares issued to employees of certain acquired
companies. Employees vest in these shares over periods up to five years. The
market value of the restricted stock at the time of grant was recorded as
unearned compensation in a separate component of shareholders' equity and
amortized as compensation expense ratably over the vesting periods. At January
1, 1999 and January 2, 1998, 920,350 shares and 931,650 shares, respectively,
of such restricted stock were issued and outstanding.
10. STOCK PLANS
Effective July 1, 1998, the Company adopted an Employee Stock Purchase
Plan to provide substantially all employees who have completed three months of
service as of the beginning of an offering period, as defined, an opportunity
to purchase shares of its common stock through payroll deductions, up to 10% of
eligible compensation. Participant account balances are used to purchase shares
of stock at the lesser of 85 percent of the fair market value of shares on the
first trading day of the offering period or on the last trading day of such
offering period. The aggregate fair market value, determined as of the first
trading date of the offering period, as to shares purchased by an employee may
not exceed $25,000 annually. The Employee Stock Purchase Plan expires on July
1, 2008. A total
34
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
10. STOCK PLANS--(CONTINUED)
of 750,000 shares are available for purchase under the plan. As of January 1,
1999, 80,493 shares of the Company's Common Stock were due to be issued under
the plan.
On May 5, 1998, the Company adopted a stock option plan (the "Stock Option
Plan") under which certain employees may be granted the right to purchase
shares of common stock at not less than 100% of the fair market value on the
date of grant. The maximum option term is ten years. The Company has reserved
an aggregate of 10,000,000 shares of common stock for issuance under the plan.
Stock options may be exercised only to the extent they have vested in
accordance with provisions determined by the Board of Directors.
The Company applies Accounting Principles Board Opinion No. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES, and related interpretations in accounting for
its option plans. Accordingly, no compensation expense has been recognized.
Under SFAS No. 123, compensation cost for the Company's stock-based
compensation plans would be determined based on the fair value at the grant
dates for awards under those plans. Had the Company adopted SFAS No. 123 in
accounting for fixed stock option plans, the Company's consolidated net loss
and net loss per share for 1998 would have been reduced to the pro forma
amounts indicated as follows:
YEAR ENDED
JANUARY 1, 1999
----------------
Net loss
As reported .............................. $ 28,925,688
Pro forma ................................ $ 30,523,140
Basic and diluted net loss per common share
As reported .............................. $ 1.52
Pro forma ................................ $ 1.60
The following assumptions were used by the Company to determine the fair
value of stock options granted using the Black-Scholes options-pricing model:
expected volatility of 65.0% in 1998 and 0% in 1997, average expected option
life of 4 years in 1998 and 10 years in 1997, risk-free interest rate of 6.0%
in 1998 and 1997, and no dividend payments in 1998 and 1997.
In light of the loss experienced during the period from April 23, 1997
through January 2, 1998 and that it was the first year of operations, the
Company's options granted in 1997 had essentially no value. Had the fair value
method of accounting been applied to the Company's stock options, the Company's
net loss and loss per share, on a pro forma basis, would not have been
materially different from the net loss and loss per share reported.
35
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
10. STOCK PLANS--(CONTINUED)
Stock option activity under the Company's stock option plan is summarized
as follows:
YEAR ENDED JANUARY 1, APRIL 23, 1997 THROUGH
1999 JANUARY 2, 1998
------------------------- ------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
OPTION EXERCISE OPTION EXERCISE
SHARES PRICE SHARES PRICE
------------ ---------- ------------ ---------
Outstanding at beginning of period ......... 707,906 $ 2.50 -- $ --
Granted ................................... 2,330,234 13.18 731,506 2.50
Exercised ................................. -- -- -- --
Canceled .................................. (347,420) 7.17 (23,600) 2.50
---------- -------- ------- -----
Outstanding at end of period ............... 2,690,720 $ 11.15 707,906 $2.50
========== ======== ======= =====
Weighted average grant date fair value of
options granted during the period ......... $ 7.34 $ --
---------- -------
No options were exercisable as of January 1, 1999.
The following table summarizes information about the Company's stock
options outstanding at January 1, 1999:
OPTIONS OUTSTANDING
-------------------------------------------
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
NUMBER CONTRACTUAL EXERCISE
EXERCISE PRICES OUTSTANDING LIFE PRICE
- ---------------------------- ------------- ------------- -----------
$2.50.................... 801,444 8.6 $ 2.50
$6.00 to $8.00........... 482,090 8.8 7.03
$12.00................... 354,820 9.2 12.00
$17.25................... 122,670 9.2 17.25
$18.06 to $19.38......... 690,946 9.3 18.38
$21.50 to $21.63......... 166,980 9.4 21.56
$26.88................... 71,770 10.0 26.88
--------- ---- --------
2,690,720 9.0 $ 11.15
--------- ---- --------
11. CONVERTIBLE PREFERRED STOCK
Holders of Class A Convertible Preferred Stock were entitled to a $6.00
liquidation preference per share in the event of liquidation, dissolution or
winding up of the Company. Each share of Class A Convertible Preferred Stock
was convertible on a four-for-one basis to Common Stock and was entitled to
non-cumulative dividends if and when declared by the Board of Directors.
Holders of Class A Convertible Preferred Stock had certain redemption rights
defined in the Amended and Restated Articles of Incorporation but did not have
preemptive rights. To the extent not redeemed or converted, remaining shares of
the Class A Convertible Preferred Stock would have been redeemed at their
liquidation value on April 22, 2004.
On March 5, 1998, the Company issued 16,666 shares of Class B Convertible
Preferred Stock with a liquidation value of $30.00 per share to an affiliate of
BankBoston at a price of $30.00 per share.
36
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
11. CONVERTIBLE PREFERRED STOCK--(CONTINUED)
Each share of Class B Convertible Preferred Stock was convertible into four
shares of Common Stock. The Class B Convertible Preferred Stock contained the
same redemption provisions as the Class A Convertible Preferred Stock.
In May 1998, 1,790,026 shares (the entire outstanding amount) of the
Company's convertible preferred stock totaling $11.1 million were converted
into 7,160,104 shares of common stock, pursuant to the original terms.
12. SETTLEMENT COSTS
Certain of the Company's key executives and other management employees
resigned from an international accounting firm during the first quarter of
1997. The accounting firm initiated litigation in connection with such
resignations and the formation of the Company arising out of activities alleged
to have constituted a breach of non-competition and non-solicitation
obligations. This litigation was settled, and the Company, its key executives,
certain other management employees and certain of its shareholders were subject
to certain provisions contained in the Settlement Agreement through its
expiration date of December 31, 1998.
Settlement costs incurred during the period from April 23, 1997
(inception) to January 2, 1998 consist primarily of payments to certain key
executives and certain other management employees of the Company relating to
the obligations assumed by the Company for compensation earned during the
period from December 1, 1996 to the date of the Company's inception by such
employees and legal fees incurred in connection with the ensuing litigation.
13. LITIGATION
The Company is involved in legal proceedings, claims, and litigation
arising in the ordinary course of business. In the opinion of management, the
final disposition of such matters will not have a material adverse effect on
the financial position or results of operations of the Company.
14. RELATED PARTY TRANSACTION
The Company purchases most of its computer hardware and software from a
distributor that is owned in part by three senior executives and directors of
the Company. During the year ended January 1, 1999 and the period from April
23, 1997 to January 2, 1998, purchases from this distributor were approximately
$1.7 million and $1.5 million, respectively.
15. SUBSEQUENT EVENT
On February 26, 1999, the Company merged with triSpan, Inc ("triSpan").
The merger was accomplished through an exchange of 689,880 shares of the
Company's common stock for all outstanding shares of capital stock of triSpan.
Each outstanding share of common stock of triSpan was converted into 0.311 of a
share of the Company's common stock. This transaction will be accounted for
under the pooling of interests method and, accordingly, historical financial
data in future reports will be restated to include triSpan. The following
unaudited pro forma data summarizes the combined results of operations of the
Company and triSpan as though the merger had occurred on January 1, 1997.
triSpan, Inc. is an Internet commerce solutions company based in Pennsylvania.
37
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
15. SUBSEQUENT EVENT--(CONTINUED)
YEAR ENDED
----------------------------------
JANUARY 1, JANUARY 2,
PRO FORMA RESULTS OF OPERATIONS (UNAUDITED) 1999 1998
- -------------------------------------------------------- --------------- ----------------
Net revenues ........................................ $ 118,155,676 $ 34,499,746
Net loss ............................................ (30,554,373) (12,354,776)
Basic and diluted net loss per common share ......... $ (1.56) $ (1.74)
16. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table presents unaudited supplemental quarterly financial
information for the year ended January 1, 1999 and the period from April 23,
1997 through January 2, 1998:
QUARTER ENDED
---------------------------------------------------------------------------
APRIL 3, JULY 3, OCTOBER 2, JANUARY 1,
1998 1998 1998 1999
--------------- ----------------- ----------------- -----------------
Net revenues .............................. $ 18,531,770 $ 23,043,386 $ 28,043,616 $ 33,083,608
Income (loss) from operations ............. (39,159,455) 2,478,807 3,761,942 4,464,429
Income (loss) before income taxes ......... (39,453,173) 2,303,150 3,936,910 4,612,244
Net income (loss) ......................... (39,453,173) 2,303,150 3,936,910 4,287,424
Basic net income (loss)
per common share ......................... $ (3.86) $ 0.13 $ 0.16 $ 0.18
Diluted net income (loss) per
common share ............................. $ (3.86) $ 0.07 $ 0.11 $ 0.12
QUARTER ENDED
APRIL 23, 1997 ---------------------------------
(INCEPTION) TO SEPTEMBER 30, JANUARY 2,
JUNE 30, 1997 1997 1998
--------------- --------------- ---------------
Net revenues ........................................ $ 62,090 $ 2,697,654 $ 12,088,428
Income (loss) from operations ....................... (4,599,310) (4,089,203) (3,784,402)
Income (loss) before income taxes ................... (4,348,294) (3,894,813) (3,847,345)
Net income (loss) ................................... (4,348,294) (3,894,813) (3,847,345)
Basic and diluted net loss per common share ......... $ -- $ (0.51) $ (0.40)
Quarterly basic and diluted net income or loss per common share were
computed independently for each quarter and do not necessarily total to the
year to date basic and diluted net loss per common share.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
38
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.
SECTION 16(A). BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information is incorporated herein by reference to the Company's
definitive 1999 Proxy Statement.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) The following documents are filed as a part of this Form:
1. Financial Statement Schedules:
All schedules are omitted because they are not applicable or the required
information is shown in the consolidated financial statements or notes thereto.
2. Exhibits: See Index to Exhibits on page 42.
The Exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this report.
(b) Reports on Form 8-K:
On December 14, 1998, and amended on December 14, 1998, the Company filed
a Current Report on Form 8-K dated September 30, 1998, announcing under Item 2
(Acquisition or Disposition of Assets) that the Company had acquired all of the
outstanding stock of Infinity Consulting Group, Inc. ("Infinity") pursuant to a
Stock Purchase Agreement dated as of September 30, 1998, entered into by and
among the Company and each of the stockholders of Infinity.
39
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, in the City of
Miami, State of Florida, on the 31st day of March, 1999.
ANSWERTHINK CONSULTING GROUP, INC.
By: /s/ Ted A. Fernandez
-----------------------------------
Ted A. Fernandez
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Act of 1934, this Form 10-K has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURES TITLE DATE
- ----------------------------------- --------------------------------------- ---------------
/s/ Ted A. Fernandez President, Chief Executive Officer March 31, 1999
- ----------------------------------- and Director
Ted A. Fernandez (Principal Executive Officer)
/s/ Luis E. San Miguel Executive Vice President, Finance and March 31, 1999
- ----------------------------------- Chief Financial Officer (Principal
Luis E. San Miguel Financial and Accounting Officer)
/s/ John F. Brennan Executive Vice President, Chief March 31, 1999
- ----------------------------------- Administrative Officer
John F. Brennan
/s/ Allan R. Frank Executive Vice President, Chief March 31, 1999
- ----------------------------------- Technology Officer and Director
Allan R. Frank
/s/ Ulysses S. Knotts, III Executive Vice President, Sales and March 31, 1999
- ----------------------------------- Marketing and Director
Ulysses S. Knotts, III
/s/ Fernando Montero Director March 31, 1999
- -----------------------------------
Fernando Montero
/s/ Edmund R. Miller Director March 31, 1999
- -----------------------------------
Edmund R. Miller
/s/ Bruce V. Rauner Director March 31, 1999
- -----------------------------------
Bruce V. Rauner
/s/ William C. Kessinger Director March 31, 1999
- -----------------------------------
William C. Kessinger
/s/ Robert J. Bahash Director March 31, 1999
- -----------------------------------
Robert J. Bahash
40
SIGNATURES TITLE DATE
- ----------------------------------- --------------------------------------- ---------------
Director
- -----------------------------------
Jeffrey E. Keisling
Director
- -----------------------------------
Alan T.G. Wix
41
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
3.1 * Second Amended and Restated Articles of Incorporation of the Registrant
3.2 * Form of Amended and Restated Bylaws of the Registrant
9.1 * Shareholders Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, the
Miller Group, Messrs. Fernandez, Frank, Knotts and Miller and certain other shareholders
of the Registrant parties thereto
9.2 * Amendment No. 1 to Shareholders Agreement dated February 24, 1998
9.3 * Letter Agreement dated as of March 15, 1998 to amend Shareholders Agreement
9.4 * Form of Restricted Securities Agreement dated April 23, 1997 among the Initial Investors
and each of Messrs. Fernandez, Frank, Knotts and Miller
10.1 * Purchase Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, Gator
and Tara
10.2 * Series A Preferred Stock Purchase Agreement dated February 24, 1998 among the
Registrant, GTCR V, GTCR Associates and Miller Capital]
10.3 * Stock Purchase Agreement dated March 5, 1998 between the Registrant and FSC
10.4 * Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998
among the Registrant, GTCR V, MG, GTCR Associates, Miller Capital, FSC, Messrs.
Fernandez, Frank, Knotts and Miller and certain other shareholders of the Registrant
named therein
10.5 * Second Amended and Restated Registration Rights Agreement dated as of May 5, 1998
among the Registrant and the eight former shareholders of RTI
10.6 * Revolving Credit Agreement dated as of November 7, 1997 among the Registrant,
BankBoston, N.A. and certain other lenders party thereto and BankBoston, N.A. as agent
10.7 * Agreement and Plan of Merger dated as of August 1, 1997 among the Registrant, RTI and
all of the shareholders of RTI
10.8 * Stock Purchase Agreement dated as of October 13, 1997 by and between the Registrant
and Gregory P. Hackett relating to the acquisition of Hackett Group
10.9 * Amendment No. 1 dated March 12, 1998 to Stock Purchase Agreement dated as of
October 13, 1997 by and between the Registrant and Gregory P. Hackett relating to the
acquisition of Hackett Group
10.10* Stock Purchase Agreement dated as of November 12, 1997 by and between the Registrant
and the shareholders of Delphi relating to the acquisition of Delphi
10.11* Registrant's 1998 Stock Option and Incentive Plan
10.12* Form of Senior Management Agreement dated April 23, 1997 between the Registrant and
each of Messrs. Fernandez, Frank and Knotts
10.13* Senior Management Agreement dated April 23, 1997 between the Registrant and
Mr. Miller
10.14* Form of Employment Agreement to be entered into between the Registrant and each of
Messrs. Fernandez, Frank and Knotts
10.15* Employment Agreement dated July 22, 1997 between the Registrant and Mr. San Miguel
10.16* Restricted Stock Agreement dated July 22, 1997 between the Registrant and Mr. San
Miguel
10.17* Form of Employment Agreement to be entered into between the Registrant and Mr. San
Miguel
42
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------
10.18* Confidential Settlement Agreement dated as of May 21, 1998 between KPMG Peat
Marwick LLP, on the one hand, and the Registrant, certain officers and employees of the
Registrant, Mr. Miller and Miller Capital, on the other
10.19* Amendment No. 2 dated as of May 5, 1998 to Purchase Agreement dated April 23, 1997
among the Registrant, GTCR V, MG, Gator and Tara
10.20* Amendment No. 2 dated as of May 5, 1998 to Stock Purchase Agreement dated March 5,
1998 between the Registrant and FSC
10.21* Amendment No. 2 dated as of May 5, 1998 to Agreement and Plan of Merger dated as of
August 1, 1997 among the Registrant, RTI and all of the shareholders of RTI
10.22* Amendment to certain Senior Management Agreements dated March 27, 1998, among the
Company, the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and
Miller
10.23* Agreement and Plan of Merger among the Registrant, Registrant Acquisition Sub, Legacy
and the shareholders of Legacy
10.24* First Amendment to Revolving Credit Agreement dated as of April 3, 1998, by and among
the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.25* Second Amendment to Revolving Credit Agreement dated as of May 20, 1998 by and
among the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.26 Third Amendment to Revolving Credit Agreement dated as of November 24, 1998 by and
among the Registrant, BankBoston, N.A. and certain other lenders party thereto and
BankBoston, N.A. as agent
10.27* Amendment No. 1 dated as of May 18, 1998 to Agreement and Plan of Merger among the
Registrant, the Registrant Acquisition Sub, Legacy and the Shareholders of Legacy
10.28* Form of Termination of Senior Management Agreement by and among the Registrant,
Mr. Miller and the Board of Directors
10.29* Form of Second Amendment to Certain Senior Management Agreements among the
Company, the Board of Directors and each of Messrs. Fernandez, Frank and Knotts
10.30*** Stock Purchase Agreement by and among AnswerThink Consulting Group, Inc., Infinity
Consulting Group Inc., and the Shareholders of Infinity dated as of September 30, 1998
10.31** AnswerThink Consulting Group, Inc. Employee Stock Purchase Plan
10.32 Employment Agreement dated March 23, 1999 between the Registrant and Mr. Brennan
10.33 Restricted Stock Agreement dated July 31, 1997 between the Registrant and Mr. Brennan
10.34 Amendment to Restricted Stock Agreement dated March 27, 1998 between the Registrant
and Mr. Brennan
10.35 Form of Senior Management Agreement dated July 31, 1997 between the Registrant and
Mr. Brennan
21.1 Subsidiaries of the Registrant
23 Consent of PricewaterhouseCoopers LLP
27.1 Financial Data Schedule (period January 3, 1998 to January 1, 1999)
- ----------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (333-48123).
** Incorporated by reference from the Company's Registration Statement on Form
S-8 (333-69951).
*** Incorporated by reference from the Company's Form 8-K dated October 14,
1998.
43