SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL TRANSITIONAL REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2004
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: 0-22945
THE A CONSULTING TEAM, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEW YORK 13-3169913
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 PARK AVENUE SOUTH (212) 979-8228
NEW YORK, NEW YORK 10003 (Registrant's Telephone Number,
(Address of Principal Executive Offices) 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, PAR VALUE $.01 PER SHARE
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 past 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. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes ____ No X
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $8,574,433 based on the average of the bid and
asked prices of the registrant's Common Stock on The NASDAQ SmallCap Stock
Market SM on the last business day of the registrant's most recently completed
second fiscal quarter.
As of March 23, 2005, there were 2,183,430 shares of the registrant's Common
Stock, $.01 par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the 2005 Annual
Meeting of Shareholders, which will be filed on or before April 30, 2005, are
incorporated by reference into Part III of this Report. See Item 15 for a list
of exhibits incorporated by reference into this Report.
TABLE OF CONTENTS
Page
----
PART I ................................................................................................1
Item 1. Business........................................................................................1
Item 2. Properties......................................................................................4
Item 3. Legal Proceedings...............................................................................4
Item 4. Submission of Matters to a Vote of Security Holders.............................................4
PART II ................................................................................................5
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters...........................5
Item 6. Selected Financial Data.........................................................................6
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations...........6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.....................................19
Item 8. Financial Statements and Supplementary Data....................................................19
Item 9. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure...........19
Item 9A. Controls and Procedures........................................................................20
PART III ...............................................................................................20
Item 10. Directors and Executive Officers of the Registrant.............................................20
Item 11. Executive Compensation.........................................................................22
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................22
Item 13. Certain Relationships and Related Transactions.................................................22
ITEM 14. Principal Accountant Fees and Services.........................................................22
PART IV ...............................................................................................23
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...............................23
PART I
This Annual Report on Form 10-K contains forward-looking statements. Additional
written and oral forward-looking statements may be made by the Company from time
to time in Securities and Exchange Commission ("SEC") filings and otherwise. The
Company cautions readers that results predicted by forward-looking statements,
including, without limitation, those relating to the Company's future business
prospects, revenues, working capital, liquidity, capital needs, interest costs,
and income are subject to certain risks and uncertainties that could cause
actual results to differ materially from those indicated in the forward-looking
statements due to risks and factors identified from time to time in the
Company's filings with the SEC including those discussed in this Report.
ITEM 1. BUSINESS
GENERAL
Incorporated in 1983, The A Consulting Team, Inc., a New York
corporation (the "Company" or "TACT" or the "Registrant") has provided a wide
range of information technology ("IT") consulting, custom application
development and solutions to Fortune 1000 companies and other large
organizations. In August of 1997, TACT became a public company, headquartered in
New York, NY. In addition, TACT has an office in Clark, NJ. The Company supports
all major computer technology platforms and supports client IT projects by using
a broad range of third-party software applications.
The Company's shares are listed on The NASDAQ SmallCap MarketSM under
the symbol "TACX."
INDUSTRY BACKGROUND
Rapid technological advance, and the wide acceptance and use of the
Internet as a driving force in commerce, accelerated the growth of the IT
industry through 2001. These advances included more powerful and less expensive
computer technology, the transition from predominantly centralized mainframe
computer systems to open and distributed computing environments and the advent
of capabilities such as relational databases, imaging, software development
productivity tools, electronic commerce ("e-commerce") applications and
web-enabled software. These advances expanded the benefits that users can derive
from computer-based information systems and improved the price-to-performance
ratios of such systems. As a result, an increasing number of companies were
employing IT in new ways, often to gain competitive advantages in the
marketplace, and IT services have become an essential component of their
long-term growth strategies. The same advances that have enhanced the benefits
of computer systems rendered the development and implementation of such systems
increasingly complex. In addition, there was a shortage of IT consultants
qualified to support these systems. Accordingly, organizations turned to
external IT services organizations such as TACT to develop, support and enhance
their internal IT systems. However, during 2002 and continuing into 2003 there
was a slowdown in IT spending coincident with the general economic slowdown.
This resulted in revenue decreases at many IT service companies, however, IT
spending increased in 2004. Industry analysts believe that this trend will
continue in 2005.
STRATEGY
The Company's objective is to continue to provide its clients with high
quality, technology-based consulting services in the areas of migrations and
conversions of legacy systems, performance optimization, web enhancements,
custom development, strategic sourcing and enterprise-wide IT consulting,
outsourcing and software solutions. The Company's strategies include the
following key components:
Cross-sell Additional Services to Existing Clients. By offering
existing clients additional IT consulting services and software, TACT intends to
leverage its existing client base. The Company's relationships with current
clients provide opportunities to market additional services in current and new
geographical markets.
Expand Client Base. The Company is developing additional client
relationships in geographic markets where the Company maintains offices (New
York, NY and Clark, NJ) through targeted marketing initiatives, participation in
local trade shows, user group meetings and conventions and referrals from
existing clients.
Acquisitions and Strategic Relationships. On July 19, 2002, the Company
consummated the acquisition of all of the issued and outstanding capital stock
of International Object Technology, Inc. (IOT). IOT was a privately owned,
professional services firm that provides data management and business
intelligence solutions, technology consulting and project management services.
The Company continuously looks for companies and other organizations that it may
acquire or develop other relationships with that are strategic to the Company's
business. The Company has established certain acquisition criteria. It is
primarily interested in companies and organizations that are (i) established in
geographic locations of the Company, or (ii) has a depth of service offerings
that the Company finds attractive or (iii) a customer base that the Company can
cross sell its services into.
1
Operational Efficiencies and Cost Reductions. The Company has
restructured its operations and reduced its cost structure by migrating to a
flexible workforce and reducing corporate and general administrative expenses.
SUBSEQUENT EVENTS
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control.
In addition, the Company's Board of Directors has approved the payment
of a $0.75 per share cash dividend to holders of its common stock and preferred
stock of record on March 21, 2005, if the Share Exchange Agreement and the Share
Issuance are consummated.
Under the terms of the loan agreement with Keltic Financial Partners,
LP, their consent to the proposed transaction with Vanguard was required. Keltic
provided their consent in March 2005.
If the transactions are consummated the Chief Executive Officer of
Vanguard will become the Chief Executive Officer of the combined companies.
These agreements allow Vanguard to appoint three Board of Director
members. Accordingly, subject to the consummation of the Share Exchange
Agreement and the Share Issuance Agreement, the Board of Directors of the
Company have proposed to the shareholders of the Company that they elect Andrew
Ball, William Newman and Joseph Harris to the Board of Directors and Shmuel
BenTov and Reuven Battat will resign from the Board.
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
TACT OPERATIONS
CONSULTING. TACT provides a wide range of IT consulting services,
including technology infrastructure advisory services and systems architecture
design for Fortune 1000 companies and other large organizations. These services
account for over 90% of the Company's revenues. The Company's solutions are
based on an understanding of each client's enterprise model. The Company's
accumulated knowledge may be applied to new projects such as planning, designing
and implementing enterprise-wide information systems, database management
services, performance optimization, migrations and conversions, strategic
sourcing, outsourcing and systems integration.
TACT delivers its IT solutions through TACT Solution Teams composed of
Project Managers, Technical Practice Managers and Technical Specialists. These
professionals possess the project management skills, technical expertise and
industry experience to identify and effectively address a particular client's
technical needs in relation to its business objectives. TACT's focus on
providing highly qualified IT professionals allows the Company to identify
additional areas of the client's business which could benefit from the Company's
IT solutions, thereby facilitating the cross-marketing of multiple Company
services. The Company keeps its Solution Teams at the forefront of emerging
technologies through close interaction with TACT research personnel who identify
innovative IT tools and technologies. As a result, management believes that TACT
Solution Teams are prepared to anticipate client needs, develop appropriate
strategies and deliver comprehensive IT services, thereby allowing the Company
to deliver the highest quality IT services in a timely fashion.
2
A Solution Team is typically deployed from one of the Company's offices
in order to provide solutions to its clients by utilizing local resources.
Management's experience has been that the presence established by a local office
improves the Company's ability to attract local clients, as well as its ability
to attract, develop, motivate and retain locally-based IT professionals. The
Company's corporate headquarters supports its Clark, NJ office and performs many
functions, which allow the office to focus on recruiting, sales and marketing.
Business Process Outsourcing. During 2004 TACT began to provide
business process outsourcing services (BPO) to its clients. The Company believes
that this is an area where substantial growth opportunities exist and plans on
focusing resources on growing this line of business in the future.
SOFTWARE. TACT markets and distributes a number of software products
developed by independent software developers. The Company believes its
relationships with over 70 software clients throughout the country provide
opportunities for the delivery of additional TACT consulting and training
services. The software products offered by TACT are developed in the United
States, England and Finland and marketed primarily through trade shows, direct
mail, telemarketing, client presentations and referrals. Revenue from the sale
of software is ancillary to the Company's total revenues.
CLIENTS
The Company's clients consist primarily of Fortune 1000 companies and
other large organizations. The Company's clients operate in a diverse range of
industries with a concentration in the financial services, automotive and
insurance industries. Ten of the Company's top twenty clients measured by
revenue for the year ended December 31, 2003 had been clients for over five
years. In 2004, two of the Company's largest customers were BMW NA and Pfizer,
who represented 20% and 19% of revenues respectively. Besides these customers,
no other customer represented greater than 10% of the Company's revenues. During
2005, the Company expects that a significant portion of its revenues will
continue to come from these clients.
NEW TECHNOLOGIES
TACT continuously investigates new technologies developed by third
parties to determine their viability and potential acceptance in the Fortune
1000 marketplace. The Company's staff works diligently to identify those
"bleeding-edge" technologies that will succeed as "leading-edge" business
solutions. TACT personnel are highly qualified in delivering these technical
solutions.
SALES AND MARKETING
TACT's marketing strategy is to develop long-term partnership
relationships with existing and new clients that will lead to the Company
becoming a preferred provider of IT services. The Company seeks to employ a
"cross selling" approach where appropriate to expand the number of services
utilized by a single client. Other sales and marketing methods include client
referrals, networking and attending trade shows. At December 31, 2004, the
Company employed 13 sales and marketing personnel. Another marketing resource,
which has also served the Company in its recruiting efforts, is the Company's
web site at http://www.tact.com. The web site provides information about TACT
consulting services and software products to the IT community.
COMPETITION
The market for IT consulting services is intensely competitive. It is
affected by rapid technological advances and includes a large number of
competitors. The Company's competitors include the current or former consulting
divisions of "Big Four" accounting firms, systems consulting and implementation
firms, application software development firms, management consulting firms,
divisions of large hardware and software companies, offshore outsourcing
companies and niche providers of IT services. Many of these competitors have
significantly greater financial, technical and marketing resources and greater
name recognition than the Company. In addition, the Company competes with its
clients' internal resources, particularly when these resources represent an
existing cost to the client. Such competition may impose additional pricing
pressures on the Company.
3
The Company believes that the principal competitive factors in the IT
services market include breadth of services offered, technical expertise,
knowledge and experience in the industry, quality of service and responsiveness
to client needs. The Company believes it competes primarily based on its
in-depth technical expertise, timely delivery of products and services and
quality of service.
A critical component of the Company's ability to compete in the
marketplace is its ability to attract, develop, motivate and retain skilled
professionals. The Company believes it can compete favorably in hiring such
personnel by offering competitive compensation packages and attractive
assignment opportunities.
HUMAN RESOURCES
At December 31, 2004, the Company had 111 personnel, of whom 71 were
consultants, 6 were recruiting personnel, 13 were sales and marketing personnel,
3 were technical and customer service personnel and 18 were executive, financial
and administrative personnel. None of the Company's employees are represented by
a labor union, and the Company has never incurred a work stoppage. In addition
to the Company's 111 personnel, the Company was utilizing the services of 55
independent contractors at December 31, 2004. These independent contractors act
as consultants and they are not employees of the Company. There can be no
assurance that the services of these independent contractors will continue to be
available to the Company on terms acceptable to the Company.
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 has entered into
confidentiality agreements with its employees and limits distribution of
proprietary information. There can be no assurance, however, 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. In addition, the Company is aware of other users of the term "TACT" and
combinations including "A Consulting," which users may be able to restrict the
Company's ability to establish or protect its right to use these terms. The
Company has in the past been contacted by other users of the term "TACT"
alleging rights to the term. However, the Company has completed the application
process for protection of certain marks, including "TACT" and "The A Consulting
Team."
All ownership rights to software developed by the Company in connection
with a client engagement are typically assigned to the client. In limited
situations, the Company may retain ownership or obtain a license from its
client, which permits the Company or a third party to market the software for
the joint benefit of the client and the Company or for the sole benefit of the
Company.
SEASONALITY
The Company's business has not been affected by seasonality.
ITEM 2. PROPERTIES
The Company's executive office is located at 200 Park Avenue South, New
York, NY 10003. The Company's executive office is approximately 6,000 square
feet and is located in a leased facility with a term expiring in July 31, 2007.
The Company also leases approximately 7,000 square feet in a facility in Clark,
NJ. The lease on this facility expires on August 31, 2007.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any significant legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the year ended December 31, 2004. The Company plans
to hold its 2005 Annual Shareholder Meeting in the second quarter of 2005.
4
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is currently listed on The NASDAQ SmallCap
MarketSM ("NASDAQ") under the symbol "TACX." TACT completed an initial public
offering of its Common Stock on August 8, 1997 and was listed on the NASDAQ
National Market. Prior to that date, there was no market for the Company's
Common Stock. In August 2002, the Company's common stock transitioned to the
NASDAQ SmallCap Market.
On January 7, 2004, the Company effected a one-for-four reverse stock
split of its common stock. Accordingly, the share and per share data throughout
this document have been retroactively adjusted to reflect the reverse stock
split.
The following table sets forth the quarterly range of high and low bid
prices of the Company's Common Stock since January 1, 2003 as reported by
NASDAQ:
2003 HIGH LOW
- ---- ----- ---
First Quarter $1.96 $0.80
Second Quarter 2.24 1.00
Third Quarter 3.20 1.80
Fourth Quarter 4.64 1.80
2004 HIGH LOW
- ---- ----- ---
First Quarter $4.24 $3.24
Second Quarter 7.40 3.21
Third Quarter 7.24 4.76
Fourth Quarter 7.50 5.70
DIVIDENDS
The Company has not paid any cash dividends on its Common Stock.
However, on January 20, 2005 the Company's Board of Directors authorized a $0.75
dividend on the Company's common stock and preferred stock to shareholders of
record as of March 21, 2005. The dividend is contingent upon the consummation of
share exchange transaction discussed in Item 1.
The Company is prohibited from paying dividends on its stock due to
restrictions under the Loan and Security Agreement between the Company and
Keltic Financial Partners, L.P., dated June 27, 2001, amended by the July 2002
Modification Agreement and amended by the restated and amended Loan and Security
Agreement dated March 23, 2004. Keltic has consented to the payment of dividends
on the Series A and Series B Preferred Stock, provided an event of default does
not exist. Additionally, Keltic has consented to payment of the $0.75 per share
dividend on the Company's common stock and preferred stock.
HOLDERS
The Company estimates that there were approximately 10 holders of
record of the Company's Common Stock as of March 15, 2005. The Company believes
that the number of beneficial shareholders exceeds 600. There was one holder of
the Company's Series A Preferred Stock and one holder of the Company's Series B
Preferred Stock as of March 15, 2005.
RECENT SALES OF UNREGISTERED SECURITIES
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control. The Company plans
to rely upon the exemption from registration set forth in Section 4(2) of the
Securities Act, relating to sales by an issuer not involving a public offering,
in issuing the stock to the Vanguard and Oak shareholders. Based upon
discussions with and representations made by the Vanguard and Oak shareholders,
the Company reasonably believes that each Vanguard and Oak shareholder is an
accredited and/or sophisticated investor. The Company granted to each Vanguard
and Oak shareholder access to information on the Company necessary to make an
informed investment decision.
5
ITEM 6. SELECTED FINANCIAL DATA
The following table contains certain financial and operating data and
is qualified by the more detailed Consolidated Financial Statements and Notes
thereto included herein. The selected financial data in the table is derived
from the Company's Consolidated Financial Statements and Notes thereto, which
includes financial data from IOT from the date of acquisition on July 19, 2002.
The selected financial data should be read in conjunction with the Financial
Statements and Notes thereto and other financial information included herein.
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT NUMBER OF SHARES AND PER SHARE DATA)
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
STATEMENT OF OPERATIONS DATA:
Revenues $ 25,035 $ 21,646 $ 24,009 $ 36,227 $ 55,022
Income (loss) from operations 1,360 (42) (130) (13,472) (18,124)
Other income (expense):
Gain from extinguishment of debt - - 49 249 -
Net income (loss) 1,237 (123) 204 (13,651) (16,798)
Net income (loss) per share
Basic $ 0.57 $ (0.07)(1) $ 0.10 (1) $ (7.67)(1) $ (10.61)(1)
Diluted $ 0.53 $ (0.07)(1) $ 0.10 (1) $ (7.67)(1) $ (10.61)(1)
Weighted average shares used in per
share calculation -basic 2,110,072 2,098,810 (1) 1,923,615 (1) 1,779,217 (1) 1,582,481 (1)
Weighted average shares used in per
share calculation -diluted 2,312,021 2,098,810 (1) 1,996,672 (1) 1,779,217 (1) 1,582,481 (1)
BALANCE SHEET DATA
Total assets $ 8,650 $ 7,374 $ 8,046 $ 8,957 $ 27,038
Long-term liabilities 13 231 386 53 457
Stockholders' equity 6,423 5,193 5,325 4,119 17,770
Number of shares outstanding at
year end 2,122,647 2,107,967 (1) 2,096,717 (1) 1,779,217 (1) 1,779,217 (1)
(1) All share and per share amounts have been restated to reflect the one
for four reverse stock split of the Company's common stock, which occurred on
January 7, 2004
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis of significant factors affecting
the Company's operating results and liquidity and capital resources should be
read in conjunction with the accompanying consolidated financial statements and
related notes.
OVERVIEW
Since 1983, TACT has provided IT services and solutions to Fortune 1000
companies and other large organizations. In 1997, TACT became a public company
(NASDAQ SmallCap: TACX), headquartered in New York, NY. In addition, TACT has an
office in Clark, NJ.
Rapid technological advance, and the wide acceptance and use of the
Internet as a driving force in commerce, accelerated the growth of the IT
industry through 2001. These advances included more powerful and less expensive
computer technology, the transition from predominantly centralized mainframe
computer systems to open and distributed computing environments and the advent
of capabilities such as relational databases, imaging, software development
productivity tools, electronic commerce ("e-commerce") applications and
web-enabled software. These advances expanded the benefits that users can derive
from computer-based information systems and improved the price-to-performance
ratios of such systems. As a result, an increasing number of companies were
employing IT in new ways, often to gain competitive advantages in the
marketplace, and IT services have become an essential component of their
long-term growth strategies. The same advances that have enhanced the benefits
of computer systems rendered the development and implementation of such systems
increasingly complex. In addition, there was a shortage of IT consultants
qualified to support these systems. Accordingly, organizations turned to
external IT services organizations such as TACT to develop, support and enhance
their internal IT systems. However, during 2002 and continuing into 2003 there
was a slowdown in IT spending coincident with the general economic slowdown.
This resulted in revenue decreases at many IT service companies, however, IT
spending increased in 2004. Industry analysts believe that this trend will
continue into 2005.
TACT is an end-to-end IT solutions and services provider focused on
leveraging existing systems and data. The Company's goal is to empower customers
through the utilization of technology to reduce costs, improve services and
increase revenues. The Company delivers migrations and conversions of legacy
systems, web enablement of existing systems, customer development, performance
optimization, migrations and conversions, outsourcing, strategic sourcing and
enterprise wide IT consulting, and software solutions.
Over 68% of the Company's consulting services revenues were generated
from the hourly billing of its consultants' services to its clients under time
and materials engagements, with the remainder generated under fixed-price
engagements for 2004.
TACT provides clients with enterprise-wide information technology
consulting services and software products. TACT solutions cover the entire
spectrum of IT needs, including applications, data, and infrastructure. TACT
provides complete project life-cycle services--from application and system
design, through development and implementation, to documentation and training.
Strategic alliances with leading software vendors ensure that TACT solutions are
dependable and within the mainstream of industry trends. These partnerships
allow TACT to provide a wide variety of business technology solutions such as
enterprise reporting solutions, data warehousing, systems strategies,
application and database conversions, and application development services.
When TACT is engaged by its clients to implement IT solutions or
services it uses its Smart Approach. TACT's Smart Approach is a leading edge set
of end-to-end solutions and services that include Strategy, Methodology,
Architecture, Resources and Tools. The Strategy is developed together with the
client to ensure that the client's goals and objectives are met. The Methodology
is a Tried and True TACT Methodology that is followed in order to implement the
Strategy. The solutions and services are built on a robust Architecture. Utilize
highly qualified TACT Resources and Exploits best-of-breed Tools.
The Company establishes standard-billing guidelines for consulting
services based on the type of service offered. Actual billing rates are
established on a project-by-project basis and may vary from the standard
guidelines. The Company typically bills its clients for time and materials
services on a semi-monthly basis. Arrangements for fixed-price engagements are
made on a case-by-case basis. Consulting services revenues generated under time
and materials engagements are recognized as those services are provided.
Revenues from fixed fee contracts are recorded when work is performed on the
basis of the proportionate performance method, which is based on costs incurred
to date relative to total estimated costs
The Company's most significant operating cost is its personnel cost,
which is included in cost of revenues. As a result, the Company's operating
performance is primarily based upon billing margins (billable hourly rate less
the consultant's hourly cost) and consultant utilization rates (number of days
worked by a consultant during a semi-monthly billing cycle divided by the number
of billing days in that cycle). During 2000 and the first half of 2001, the
Company's margins were adversely affected by a decrease in billing rates and a
reduction in consultant utilization rate; however, gross margins began to
improve in the second half of 2001 and have continued through 2004, primarily
due to improved utilization rates and decreases in consultant costs. Large
portions of the Company's engagements are on a time and materials basis. While
most of the Company's engagements allow for periodic price adjustments to
address, among other things, increases in consultant costs, during 2002, 2003,
and 2004 clients have been adverse to accepting cost increases. TACT also
actively manages its personnel utilization rates by constantly monitoring
project requirements and timetables. Through the Company's cost containment and
work force rationalization efforts TACT's utilization rates began to improve in
the second half of 2001 and continued through 2004. As projects are completed,
consultants either are re-deployed to new projects at the current client site or
to new projects at another client site or are encouraged to participate in
TACT's training programs in order to expand their technical skill sets. TACT
carefully monitors consultants that are not utilized and has established
guidelines for the amount of non-billing time that it allows before a consultant
is terminated.
7
Historically, the Company has also generated revenues by selling
software licenses. In addition to initial software license fees, the Company
also derives revenues from the annual renewal of software licenses. Revenues
from the sale of software licenses are recognized upon delivery of the software
to a customer, because future obligations associated with such revenue are
insignificant. The revenues from the sales of software is ancillary to the
Company's total revenues.
On October 2, 1998, the Company made an investment in a Web integrator,
T3 Media, Inc., of $3 million of non-voting convertible preferred stock. On June
23, 1999, the Company converted its preferred stock into a 30% common stock
ownership interest and increased its ownership interest in T3 Media to
approximately 51% by an additional investment in T3 Media's common stock of
$370,000. The acquisition of T3 Media was accounted for using the purchase
method of accounting. Accordingly, the results of operations of T3 Media are
included in the Company's consolidated results of operations from the date of
acquisition. The excess of the purchase price over the estimated fair value of
the net identifiable assets acquired totaled $4.0 million and was recorded as
goodwill and was being amortized using the straight-line method over 7 years.
After extensive review of changing market conditions, it was determined that the
carrying value of $3.1 million of the intangibles and certain other fixed assets
could not be supported, resulting in an aggregate write-off of $3.9 million in
the fourth quarter of 2000. Due to the continued deterioration in revenues and
market conditions for T3 Media's services, the operations of T3 Media ceased in
the second quarter of 2001. Accordingly, the Company recorded additional charges
of $1.2 million related to termination costs and the settlement of the various
operating lease obligations, in the second quarter of 2001.
In 1999 and 2000, the Company made a minority investment in LightPC.com
(renamed Always-On Software, Inc.) in the aggregate amount of $2.3 million. At
December 31, 2000, the Company owned approximately 10% of Always-On Software,
Inc. Always-On Software, Inc. was a global provider of ASP based in New York
City. The Company's investment in Always-On was subject to periodic review to
ensure that its market value exceeded its carrying value. The market conditions
for companies operating in this sector became increasingly adverse in 2001. Due
to the deteriorating conditions of the ASP market and deteriorating cash
reserves, Always-On Software, Inc. ceased operations in July 2001. As a result,
the Company recorded a charge of $2.3 million to reflect the impairment in the
value of its investment in the second quarter of 2001. In the fourth quarter of
2001, Always-On Software Inc. merged with Veracicom, Inc. and the Company
received warrants in this transaction. The Company considers these warrants to
have no value. In the third quarter of 2002, the Company wrote off the balance
of its minority investment in Always-On Software Inc.
On July 19, 2002, the Company, acquired all of the common stock of
International Object Technology, Inc. (IOT) for a combination of deferred cash
consideration of $650,000 and 317,500 shares of TACT unregistered Common Stock,
which has been retroactively adjusted to reflect the one-for-four reverse stock
split that occurred on January 7, 2004 and is valued at $635,000. The
acquisition of IOT was accounted for using the purchase method of accounting.
Accordingly, the results of operations of IOT are included in the Company's
consolidated results of operation from the date of acquisition. The purchase
price of the acquisition exceeded the fair market value of the net assets
acquired, resulting in the recording of goodwill of $1,181,520 and other
identifiable intangibles of $312,000 with the identifiable intangible assets
being amortized over a three year period on a straight line basis. IOT was a
privately owned, professional services firm that provides data management and
business intelligence solutions, technology consulting and project management
services. The acquisition increased the depth of the Company's services and
solution offerings and provided the Company with cross-selling opportunities.
8
SUBSEQUENT EVENTS
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control.
In addition, the Company's Board of Directors has approved the payment
of a $0.75 per share cash dividend to holders of its common stock and preferred
stock of record as of March 21, 2005, if the Share Exchange Agreement and the
Share Issuance are consummated.
Under the terms of the loan agreement with Keltic Financial Partners,
LP, their consent to the proposed transaction with Vanguard was required; Keltic
provided their consent in March 2005.
If the transactions are consummated the Chief Executive Officer of
Vanguard will become the Chief Executive Officer of the combined companies.
These agreements allow Vanguard to appoint three Board of Director
members. Accordingly, subject to the consummation of the Share Exchange
Agreement and the Share Issuance Agreement, the Board of Directors of the
Company have proposed to the shareholders of the Company that they elect Andrew
Ball, William Newman and Joseph Harris to the Board of Directors and Shmuel
BenTov and Reuven Battat will resign from the Board.
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
CERTAIN CRITICAL ACCOUNTING POLICIES
The methods, estimates and judgments we use in applying our most
critical accounting polices have a significant impact on the results we report
in our consolidated financial statements. We evaluate our estimates and
judgments on an on-going basis. We base our estimates on historical experience
and on assumptions that we believe to be reasonable under the circumstances. Our
experience and assumptions form the basis for our judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may vary from what we anticipate and different
assumptions or estimates about the future could change our reported results. We
believe the following accounting policies are the most critical to us, in that
they are important to the portrayal of our financial statements and they require
our most difficult, subjective or complex judgments in the preparation of our
consolidated financial statements.
Goodwill and Intangible Assets
The Company's goodwill is evaluated and tested on a periodic basis by
an independent third party. If it is determined that goodwill has been impaired
it will be written down at that time.
The Company's useful life of its intangible assets has been evaluated
and it was determined that they will be amortized over a three year period.
9
Revenue Recognition
Consulting revenues are recognized as services are provided. The
Company primarily provides consulting services under time and material
contracts, whereby revenue is recognized as hours and costs are incurred.
Customers for consulting revenues are billed on a weekly, semi-monthly and
monthly basis. Revenues from fixed fee contracts are recorded when work is
performed on the basis of the proportionate performance method, which is based
on costs incurred to date relative to total estimated costs. Any anticipated
contract losses are estimated and accrued at the time they become known and
estimable. Unbilled accounts receivables represent amounts recognized as revenue
based on services performed in advance of customer billings. Revenue from sales
of software licenses is recognized upon delivery of the software to a customer
because future obligations associated with such revenue are insignificant.
Allowance for Doubtful Accounts
The Company monitors its accounts receivable balances on a monthly
basis to ensure that they are collectible. On a quarterly basis, the Company
uses its historical experience to accurately determine its accounts receivable
reserve. The Company's allowance for doubtful accounts is an estimate based on
specifically identified accounts as well as general reserves. The Company
evaluates specific accounts where it has information that the customer may have
an inability to meet its financial obligations. In these cases, management uses
its judgment, based on the best available facts and circumstances, and records a
specific reserve for that customer against amounts due to reduce the receivable
to the amount that is expected to be collected. These specific reserves are
reevaluated and adjusted as additional information is received that impacts the
amount reserved. The Company also establishes a general reserve for all
customers based on a range of percentages applied to aging categories. These
percentages are based on historical collection and write-off experience. If
circumstances change, the Company's estimate of the recoverability of amounts
due the Company could be reduced or increased by a material amount. Such a
change in estimated recoverability would be accounted for in the period in which
the facts that give rise to the change become known.
RESULTS OF OPERATIONS
The following table sets forth the percentage of revenues of certain
items included in the Company's Statements of Operations:
YEAR ENDED DECEMBER 31,
-------------------------------------------------
2004 2003 2002
--------------- --------------- ---------------
Revenues 100.0% 100.0% 100.0%
Cost of revenues 69.3% 73.1% 70.2%
--------------- --------------- ---------------
Gross profit 30.7% 26.9% 29.8%
Operating expenses 25.2% 27.1% 30.3%
--------------- --------------- ---------------
Income/Loss from operations 5.4% (.2)% (.5)%
--------------- --------------- ---------------
Gain from extinguishment of debt 0.0% 0.0% 0.2%
--------------- --------------- ---------------
Net income (loss) 4.9% (.6)% 0.8%
=============== =============== ===============
COMPARISON OF YEAR ENDED DECEMBER 31, 2004 TO YEAR ENDED DECEMBER 31, 2003
REVENUES. Revenues of the Company increased by $3.4 million or 15.7%
from $21.6 million for the year ended December 31, 2003 to $25 million for the
year ended December 31, 2004. The increase was primarily attributable to an
industry wide increase in IT spending in 2004 and increased marketing efforts by
the Company.
Software licensing revenues decreased by $348,000 or 20.5% from $1.7
million in 2003 to $1.3 million in 2004. Software sales are expected to remain
ancillary to the Company's total revenues in future years.
GROSS PROFIT. The resulting gross profit for 2004 increased by $1.9
million or 32% from $5.8 million in 2003 to $7.7 million in 2004. As a
percentage of total revenue, gross margin for the year increased from 26.9% in
2003 to 30.7% in 2004. Gross margin increased primarily due to increased
consultant utilization rates (89% in 2004 compared to 79% in 2003) and an
increase in revenues coming from fixed price contracts, which have higher gross
margins.
10
OPERATING EXPENSES. Operating expenses are comprised of Selling,
General and Administrative ("SG&A") expenses, provision for doubtful accounts,
and depreciation and amortization costs. Operating expenses increased by
$455,000, or 7.8% from $5.9 million in 2003 to $6.3 million in 2004. The
increase was primarily attributable an increase in payroll and related costs
($430,000) due to increases in recruiting and sales staffs, costs associated
with the proposed transaction with Vanguard ($150,000) and an increase in bad
debt expenses ($105,000) which were partially offset by a decrease in
depreciation and amortization expenses.
TAXES. Taxes in 2004 were $99,000 compared to $24,000 in 2003. The
increase in income taxes was attributable to the increase in income before
income taxes from a loss of ($100,000) in 2003 to income of $1.3 million in
2004. The Company's effective tax rate is low due to the utilization of net
operating loss carry forwards.
NET INCOME/(LOSS). As a result of the above, the Company had net income
of $1.2 million in 2004 compared to a net loss of ($123,000) in 2003.
COMPARISON OF YEAR ENDED DECEMBER 31, 2003 TO YEAR ENDED DECEMBER 31, 2002
REVENUES. Revenues of the Company decreased by $2.4 million or 9.8%,
from $24 million for the year ended December 31, 2002 to $21.6 million for the
year ended December 31, 2003. The decrease was primarily attributable to a
slowdown in spending in the IT industry, which resulted in bringing the Company
back to its core IT services, which was partially offset by an increase in
revenue of $4,129,000 as a result of the acquisition of IOT.
Software licensing revenues increased by $353,000, or 26.3%, from $1.3
million in 2002 to $1.7 million in 2003. Software sales are expected to remain
ancillary to the Company's total revenues in future years.
GROSS PROFIT. The resulting gross profit for 2003 decreased by $1.3
million, or 18.6%, from $7.1 million in 2002 to $5.8 million in 2003. As a
percentage of total revenues, gross margin for the year decreased from 29.8% in
2002 to 26.9% in 2003. Gross margin decreased due to a lower consultant
utilization rate (79% in 2003 compared to 81% in 2002), lower gross margin on
IOT revenues and a lower gross margin on a fixed price contract due to higher
front loaded costs (the Company expects that over the next year this contract
will have a normal gross margin).
OPERATING EXPENSES. Operating expenses are comprised of Selling,
General and Administrative ("SG&A") expenses, provision for doubtful accounts,
depreciation and amortization and impairment of assets and restructuring
charges. Operating expenses decreased by $1.4 million, or 19.5%, from $7.3
million in 2002 to $5.9 million in 2003. The decrease is primarily attributable
to a decrease in the Company's payroll costs ($800,000) and a reduction in the
Company's telecommunication cost and professional fees ($234,000). Depreciation
and amortization decreased $121,000 or 13.9% from $873,000 in 2002 to $752,000
in 2003. This decrease is attributable to certain leaseholds and office
equipment becoming fully depreciated. Impairment of assets and restructuring
charges decreased by $150,000 due to the fact that the Company wrote down a
portion of its investment in Methoda Computer Ltd. in 2002.
TAXES. Taxes in 2003 were $24,000 in comparison to a ($431,000) income
tax benefit recorded in 2002, which resulted from a tax refund of $439,000 due
to a 2002 change in tax law allowing the Company to carry-back its net operating
losses for five years instead of the two years previously allowed.
GAIN FROM EXTINGUISHMENT OF DEBT. In 2002, the Company recorded one
time income of $49,000 resulting from the extinguishments of debt associated
with the settlement of capital leases at less than these carrying values.
NET (LOSS) INCOME. As a result of the above, the Company had a net loss
of ($123,000) in 2003 compared to net income of $204,000 in 2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a line of credit of $4.0 million with Keltic Financial
Partners, LP, (Keltic) based on the Company's eligible accounts receivable
balances. The line of credit has certain financial covenants, which the Company
must meet on a quarterly basis. There was no outstanding balance at December 31,
2004 or 2003. The Company's Chief Executive Officer initially guaranteed $1
million of the line of credit. The line of credit bears interest at a variable
rate based on prime plus 2% and the rate was 7.25% at December 31, 2004. In July
2002, the credit line was amended to reduce the guarantee of the Company's Chief
Executive Officer to $400,000, and to reflect the Company's acquisition of
International Objects Technology, Inc. In March 2004, the line of credit was
amended and restated to include the following: an extension to June 2007, the
removal of the guarantee of the Chief Executive Officer and less restrictive
financial covenants. Under the terms of the loan agreement with Keltic, their
consent to the proposed transaction with Vanguard was required; Keltic provided
their consent in March 2005.
11
T3 Media had entered into a series of capital lease obligations, which
the Company had guaranteed to finance its expansion plans, covering leasehold
improvements, furniture and computer-related equipment. The amount outstanding
under such leases was approximately $291,000 at December 31, 2004 and 2003. The
Company continues the process of negotiating buy-outs on these leases.
The Company's cash balances were approximately $2.5 million at December
31, 2004 and $1.4 million at December 31, 2003. Net cash provided by operating
activities in 2004 was approximately $1.2 million compared to net cash used in
operating activities of $(88,000) in 2003 and net cash provided by operating
activities of 2.8 million in 2002.
The Company's accounts receivable, less allowance for doubtful
accounts, at December 31, 2004 and December 31, 2003 were $4.1 million and $3.6
million, respectively, representing 55 and 54 days of sales outstanding,
respectively. The accounts receivable at December 31, 2004 and 2003 included
$260,000 and $134,000 of unbilled revenue respectively. The Company has provided
an allowance for doubtful accounts at the end of each of the periods presented.
After giving effect to this allowance, the Company does not anticipate any
difficulty in collecting amounts due because improved collection techniques and
daily monitoring of receivables and cash balances have been implemented.
Collection of receivables is one of the Company's highest priorities and
improved collections were one of the primary reasons for the improvement in cash
provided by operations.
For the twelve months ended December 31, 2004, the Company had revenues
from two customers, which represented 20% and 19% of revenues. For the year
ended December 31, 2003, the Company had revenues from one customer, which
represented 28% of revenues, respectively. No other customer represented greater
than 10% of the Company's revenues for such periods.
The Company has written down its minority investment in Methoda
Computer Ltd. during the third quarter of 2002 from $500,000 to $368,000. In
January of 2004, the Company sold approximately 75 percent of its investment in
Methoda for $200,000 in cash and $81,000 payable over the next twenty months.
The remaining investment has a carrying value of $87,000. Methoda Computer Ltd.
is a leading methodology provider and knowledgebase for IT management and
software engineering based in Israel.
During 2002, the Company continued the restructuring of its operations
and took a charge of $150,000. This charge consisted of $18,000 for the
write-off of the remaining balance of the Company's investment in Always-On
Software, Inc., and $132,000 write-down of the Company's investment in Methoda
Computer Ltd. During 2001, the Company restructured its operations and took a
charge of approximately $8,711,000. This charge consisted of $2,303,000 for the
write-down for substantially all of the Company's investment in Always-On
Software, Inc., $2,000,000 for the write off of all prepaid software licenses
because it was determined that the licenses no longer had any value, $1,616,000
for lease expenses, write-off of leaseholds and other fixed assets due to the
cessation of T3 Media, Inc.'s operations, $832,000 for lease expenses, write-off
of leaseholds and other fixed assets related to the closing of several of its
Solution Branches, $867,000 for lease expenses, write-off of leaseholds and
other fixed assets related to the reduction of office space in its New York
headquarters, $699,000 for severance costs and $394,000 for other associated
costs. During 2000, the Company wrote-off approximately $3.9 million, which
related to the impairment of goodwill, write-down of fixed assets no longer in
use and other charges. These charges related to the Company's majority-owned
subsidiary, T3 Media, Inc.
Net cash provided by investing activities was approximately $44,000,
for the year ended December 31, 2004 and net cash used in investing activities
was approximately ($10,000), and ($291,000) for the years ended December 31,
2003 and 2002, respectively. In each of the three years, this represented
additions to property and equipment of ($168,000), ($23,000), and ($47,000)
respectively.
On July 19, 2002, the Company acquired all of the Common Stock of IOT
for a combination of cash consideration of $650,000 and 317,500 shares of TACT
unregistered Common Stock, which has been retroactively adjusted to reflect the
one-for-four reverse stock split that occurred on January 7, 2004 and was valued
at $635,000.
12
The cash consideration of $650,000 was paid as follows: $140,000 on
September 2, 2002; $210,000 on April 1, 2003; $100,000 on April 1, 2004 and
$200,000 on January 2, 2005. The excess of the purchase price over the estimated
fair value of the net identifiable assets acquired totaled $1,494,000 and was
allocated as follows; $312,000 to intangible assets which is being amortized on
a straight line basis over thirty six months, and $1,182,000 to goodwill. The
three majority shareholders of IOT received employment agreements for a
three-year period at an annual salary of $160,000 per year each. During the
second quarter of 2003, one of the former IOT principals left the Company, a
buyout of his contract was negotiated and a portion of the intangible asset was
written down ($23,000). From the date of acquisition through the end of year
2002, the Company recorded revenue attributed to IOT in the amount of
$1,689,000. The Company recorded revenue attributable to the IOT acquisition in
the amount of $4,154,000 and $4,129,000 for the years ended December 31, 2004
and 2003, respectively.
Net cash used in financing activities was approximately ($202,000) in
2004, ($267,000) in 2003, and ($1.7 million) in 2002.
On August 12, 2002, the Company issued 530,304 shares of Series A
Preferred Stock to Shmuel BenTov in exchange for $350,000.64. On November 12,
2002, the Company issued 41,311 shares of Series B Preferred Stock to Mr. Yossi
Vardi in exchange for $27,265.26. The Company relied upon the exemption from
registration set forth in Section 4(2) of the Securities Act, relating to sales
by an issuer not involving a public offering, in issuing the stock to Shmuel
BenTov and Yossi Vardi. Based upon discussions with and representations made by
the investors, the Company reasonably believed that such investors were
accredited and sophisticated investors. Mr. BenTov and Mr. Vardi had access to
information on the Company necessary to make an informed investment decision.
The shares of Series A and Series B Preferred Stock are convertible into Common
Stock on a 4:1 basis, which reflects the Company's one-for-four reverse stock
split that occurred on January 7, 2004 and are subject to further adjustment for
stock splits, consolidations and stock dividends. In addition, the shares of
Series A and Series B Preferred Stock are entitled to a 7% cumulative dividend
payable semi-annually. The Company has also agreed to grant "piggyback"
registration rights to Mr. BenTov and Mr. Vardi for the shares of Common Stock
issuable upon conversion of the Series A and Series B Preferred Stock. The
Company used the proceeds from the sale of Series A and Series B Preferred Stock
for general working capital purposes.
In the year 2004 and 2003, the Company did not sell any other equity
securities.
In 2004 and 2003, 14,688 and 11,250 shares of Common Stock, which have
been retroactively adjusted to reflect the one-for-four reverse stock split that
occurred on January 7, 2004, were issued pursuant to the exercise of options
issued under the Company's stock option plan. No other shares of Common Stock
were issued pursuant to the exercise of options issued under the Company's stock
option plan.
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the years
ended December 31, 2004, 2003, and 2002, the Company reported a net income of
$1.2 million, a net loss of $123,305 and net income of $203,613, respectively.
Additionally, the Company has an accumulated deficit of ($27,785,251) as of
December 31, 2004. The Company has implemented a plan whereby it is actively
managing its personnel utilization rates and is constantly monitoring project
requirements and timetables.
In management's opinion, cash flows from operations and borrowing
capacity combined with cash on hand will provide adequate flexibility for
funding the Company's working capital obligations for the next twelve months.
There may be circumstances that would accelerate its use of liquidity resources,
including but not limited to, its ability to implement a profitable business
model, which may include further restructuring charges. If this occurs, the
Company, may from time to time, incur additional indebtedness or issue, in
public or private transactions, equity or debt securities. However, there can be
no assurance that suitable debt or equity financing will be available to the
Company.
OFF-BALANCE SHEET ARRANGEMENTS
The Company did not have any "Off Balance Sheet Arrangements" in 2004,
2003, and 2002.
13
CONTRACTUAL OBLIGATIONS
The Company has the following contractual obligations as of December
31, 2004:
- -------------------------------------------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS PAYMENTS DUE BY PERIOD
------------------------------------------------------------------------------------
TOTAL LESS THAN 1 1 - 3 3 - 5 MORE THAN 5
YEAR YEARS YEARS YEARS
- -------------------------------------------------------------------------------------------------------------------------
LONG TERM OBLIGATIONS
Automobile Loan $ 27,363 $ 13,885 $ 13,478 $ - $ -
Shareholder Loan 20,077 20,077 - - -
Acquisition Note 200,000 200,000 - - -
Employment Contracts 132,000 132,000 - - -
- -------------------------------------------------------------------------------------------------------------------------
CAPITAL LEASE OBLIGATIONS
Capital Lease - Short Term 290,517 290,517 - - -
- -------------------------------------------------------------------------------------------------------------------------
OPERATING LEASES
Rent 808,426 308,663 499,763 - -
- -------------------------------------------------------------------------------------------------------------------------
TOTAL $ 1,478,383 $ 965,142 $ 513,241 $ - $ -
- -------------------------------------------------------------------------------------------------------------------------
In management's opinion, cash flows from operations and borrowing
capacity combined with cash on hand will provide adequate flexibility for
funding the Company's working capital obligations for the next twelve months.
There may be circumstances that would accelerate its use of liquidity resources,
including, but not limited to, its ability to implement a profitable business
model, which may include further restructuring charges. If this occurs, the
Company may, from time to time, incur additional indebtedness or issue, in
public or private transactions, equity or debt securities. However, there can be
no assurance that suitable debt or equity financing will be available to the
Company.
SUBSEQUENT EVENTS
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control.
In addition, the Company's Board of Directors has approved the payment
of a $0.75 per share cash dividend to holders of its common stock and preferred
stock of record as of March 21, 2005, if the Share Exchange Agreement and the
Share Issuance are consummated.
Under the terms of the loan agreement with Keltic Financial Partners,
LP, their consent to the proposed transaction with Vanguard was required. Keltic
provided their consent in March 2005.
If the transactions are consummated the Chief Executive Officer of
Vanguard will become the Chief Executive Officer of the combined companies.
These agreements allow Vanguard to appoint three Board of Director
members. Accordingly, subject to the consummation of the Share Exchange
Agreement and the Share Issuance Agreement, the Board of Directors of the
Company have proposed to the shareholders of the Company that they elect Andrew
Ball, William Newman and Joseph Harris to the Board of Directors and Shmuel
BenTov and Reuven Battat will resign from the Board.
14
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
RECENT ACCOUNTING PRONOUNCEMENTS
See page F-12 of the consolidated financial statements for a discussion
of the impact of recent accounting standards.
INFLATION
The Company has not suffered material adverse affects from inflation in
the past. However, a substantial increase in the inflation rate in the future
may adversely affect customers' purchasing decisions, may increase the costs of
borrowing, or may have an adverse impact on the Company's margins and overall
cost structure.
FACTORS THAT COULD AFFECT OPERATING RESULTS
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this document
that do not relate to present or historical conditions are "forward-looking
statements" within the meaning of that term in Section 27A of the Securities Act
of 1933, as amended, and in Section 21E of the Securities Exchange Act of 1934,
as amended. Additional oral or written forward-looking statements may be made by
the Company from time to time, and such statements may be included in documents
that are filed with the SEC. Such forward-looking statements involve risk and
uncertainties that could cause results or outcomes to differ materially from
those expressed in such forward-looking statements. Forward-looking statements
may include, without limitation, statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995. Words such as
"believes," "forecasts," "intends," "possible," "expects," "estimates,"
"anticipates," or "plans" and similar expressions are intended to identify
forward-looking statements. The Company cautions readers that results predicted
by forward-looking statements, including, without limitation, those relating to
the Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs, and income are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
indicated in the forward-looking statements, due to the following factors, among
other risks and factors identified from time to time in the Company's filings
with the SEC. Among the important factors on which such statements are based are
assumptions concerning the anticipated growth of the information technology
industry, the continued needs of current and prospective customers for the
Company's services, the availability of qualified professional staff, and price
and wage inflation.
OPERATING LOSSES
The Company has incurred operating losses in 2003 and 2002. In the year
ended December 31, 2003, the Company had an operating loss of $42,000 and net
loss of $123,000. In the year ended December 31, 2002, the Company had an
operating loss of $130,000 and net income of $204,000. There is no guarantee
that the Company can achieve or sustain profitability on a quarterly or annual
basis in the future. If revenues grow slower than anticipated, or if operating
expenses exceed expectations or cannot be adjusted accordingly the Company could
to experience losses and the results of operations and financial condition would
be materially and adversely affected.
CAPITAL REQUIREMENTS
The Company may be unable to meet its future capital requirements. The
Company may require additional financing in the future in order to continue to
implement its product and services development, marketing and other corporate
programs. The Company may not be able to obtain such financing or obtain it on
acceptable terms. Without additional financing, the Company may be forced to
delay, scale back or eliminate some or all of its product and services
development, marketing and other corporate programs. If the Company is able to
obtain such financing, the terms may contain restrictive covenants that might
negatively affect its shares of Common Stock, such as limitations on payments of
dividends or, in the case of a debt financing, reduced earnings due to interest
expenses. Any further issuance of equity securities would likely have a dilutive
effect on the holders of its shares of Common Stock. Its business, operating
results and financial condition may be materially harmed if revenues do not
develop or grow slower than the Company anticipates, if operating expenses
exceed its expectations or cannot be reduced accordingly, or if the Company
cannot obtain additional financing.
15
DEPENDENCE ON LIMITED NUMBER OF CLIENTS
The Company derives a significant portion of its revenues from a
relatively limited number of clients primarily located in the New York/New
Jersey metropolitan area of the United States. Adverse economic conditions
affecting this region could have an adverse effect on the financial condition of
its clients located there, which in turn could adversely impact its business and
future growth. Revenues from its ten most significant clients accounted for a
majority of its revenues for each of the three years ended December 31, 2004. In
each of the last three years, the Company had at least one customer with
revenues exceeding 10% of the Company's revenues. For the year ended December
31, 2004, the Company had two customers which accounted for 20% and 19% of
revenues, respectively. For the year ended December 31, 2003, the Company had
one customer which represented 28% of revenues. For the year ended December 31,
2002, the Company had revenues from two customers which represented 25% and 24%
of revenues, respectively. Besides these customers, no other customer
represented greater than 10% of the Company's revenues. In any given year, its
ten most significant customers may vary based upon specific projects for those
clients during that year. There can be no assurance that its significant clients
will continue to engage it for additional projects or do so at the same revenue
levels. Clients engage the Company on an assignment-by-assignment basis, and a
client can generally terminate an assignment at any time without penalties. The
loss of any significant customer could have a material adverse effect on its
business, results of operations and financial condition. A failure of the
Company to develop relationships with new customers could have a material
adverse effect on its business, results of operations and financial condition.
PROJECT RISK
The Company's projects entail significant risks. Many of its
engagements involve projects that are critical to the operations of its clients'
businesses and provide benefits that may be difficult to quantify. The Company's
failure or inability to meet a client's expectations in the performance of the
Company's services could result in a material adverse change to the client's
operations and therefore could give rise to claims against the Company or damage
its reputation, adversely affecting its business, results of operations and
financial condition.
RAPID TECHNOLOGICAL CHANGE
The Company's business is subject to rapid technological change and is
dependent on new solutions. Its success will depend in part on its ability to
develop information technology solutions to meet client expectations, and offer
software services and solutions that keep pace with continuing changes in
information technology, evolving industry standards, changing client preferences
and a continuing shift to outsourced solutions by clients. The Company cannot
assure you that it will be successful in adequately addressing the outsourcing
market or other information technology developments on a timely basis or that,
if addressed, the Company will be successful in the marketplace. The Company
also cannot assure you that products or technologies developed by others will
not render its services uncompetitive or obsolete. Its failure to address these
developments could have a material adverse effect on its business, results of
operations and financial condition.
e-BUSINESS INITIATIVES
The Company faces difficulties typically encountered by development
stage companies in rapidly evolving markets because of its e-commerce
initiative. The Company provides web enablement services and solutions and other
related e-business services. Revenues from its e-business services constituted
46% of revenues for the year ended December 31, 2004, 38% of revenues for the
year ended December 31, 2003 and 40% of revenues for the year ended December 31,
2002. The Company cannot assure you that any products or services developed by
it, or its strategic partners will achieve market acceptance. The risks involved
in these service offering include the Company's and its strategic partners'
abilities to:
o create a customer base;
o respond to changes in a rapidly evolving and unpredictable business
environment;
o maintain current and develop new strategic relationships;
16
o manage growth;
o continue to develop and upgrade technology; and
o attract, retain and motivate qualified personnel.
POSSIBILITY THAT CUSTOMERS MAY NOT DO BUSINESS WITH THE COMPANY
The Company's existing customers may decide not to continue to do
business with the Company, and potential customers may decide not to engage the
Company, or may conduct business with the Company on terms that are less
favorable than those currently extended, due to the Company's operating losses
in the past two years. In those events, the Company's net revenues would
decrease, and the Company's business would be adversely affected.
BILLING MARGINS
The Company's ability to maintain billing margins is uncertain. It
derives revenues primarily from the hourly billing of consultants' services and,
to a lesser extent, from fixed-price projects. Its most significant cost is
project personnel cost, which consists of consultant salaries and benefits.
Thus, its financial performance is primarily based upon billing margin (billable
hourly rate less the consultant's hourly cost) and personnel utilization rates
(number of days worked by a consultant during a two-week billing cycle divided
by the number of billing days in that cycle). The gross margin increased in 2004
due to a higher consultant utilization rate (89% in 2004 compared to 79% in
2003), and higher margin on fixed price contracts. The gross margin decreased in
2003 due to a lower consultant utilization rate (79% in 2003 compared to 81% in
2002). There can be no assurance, however, that its revenues will continue to be
billed primarily on a time and materials basis or that the Company's cost
containment and workforce rationalization effects will continue to provide
positive results. In addition, during the past two years the Company's clients
have been adverse to increases in any costs of the Company's services.
MANAGING GROWTH
The Company may have difficulty managing its growth. Its expansion is
dependent upon, among other things,
o its ability to hire and retain consultants as employees or
independent consultants,
o its ability to identify suitable new geographic markets with
sufficient demand for its services, hire and retain skilled
management, marketing, customer service and other personnel, and
successfully manage growth, including monitoring operations,
controlling costs and maintaining effective quality and service
controls, and
o if the Company consummates additional acquisitions, its ability to
successfully and profitably integrate any acquired businesses into
its operations.
If the Company's management is unable to manage growth or new employees
or consultants are unable to achieve anticipated performance levels, its
business, results of operations and financial condition could be materially
adversely affected.
FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
The Company's quarterly results of operations are variable. Variations
in revenues and results of operations occur from time to time as a result of a
number of factors, such as the timing of closing of Solution Branch offices, the
size and significance of client engagements commenced and completed during a
quarter, the number of business days in a quarter, consultant hiring and
utilization rates and the timing of corporate expenditures. The timing of
revenues is difficult to forecast because the sales cycle can be relatively long
and may depend on such factors as the size and scope of assignments and general
economic conditions. A variation in the number of client assignments or the
timing of the initiation or the completion of client assignments, particularly
at or near the end of any quarter, can cause significant variations in results
of operations from quarter to quarter and can result in losses to it. In
addition, its engagements generally are terminable by the client at any time
without penalties. Although the number of consultants can be adjusted to
correspond to the number of active projects, the Company must maintain a
sufficient number of senior consultants to oversee existing client projects and
to assist with its sales force in securing new client assignments. An unexpected
reduction in the number of assignments could result in excess capacity of
consultants and increased selling, general and administrative expenses as a
percentage of revenues. The Company has also experienced, and may in the future
experience, significant fluctuations in the quarterly results of its software
sales as a result of the variable size and timing of individual license
transactions, competitive conditions in the industry, changes in customer
budgets, and the timing of the introduction of new products or product
enhancements. In the event that its results of operations for any period are
below the expectation of market analysts and investors, the market price of its
shares of common stock could be adversely affected.
17
VOLATILITY OF STOCK PRICE
The Company's Common Stock may be subject to wide fluctuations in price
in response to variations in quarterly results of operations and other factors,
including acquisitions, technological innovations and general economic or market
conditions. In addition, stock markets have experienced extreme price and volume
trading volatility in recent years. This volatility has had a substantial effect
on the market price of many technology companies and has often been unrelated to
the operating performance of those companies. This volatility may adversely
affect the market price of its Common Stock. Additionally, there can be no
assurance that an active trading market for the Common Stock will be sustained.
REAPPLICATION FOR QUOTATION OF COMMON STOCK ON NASDAQ
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
The Company hopes to receive approval from The NASDAQ SmallCap Market
for its reapplication prior to the consummation of the Share Exchange and the
Share Issuance, but there are no assurances that the Company will receive such
approval prior to the consummation of such transactions, which could result in a
halt in the trading of the Company's Common Stock upon consummation of such
transactions until the Company receives such approval. There are also no
assurances that the Company will receive such approval at all, in which case the
Company's Common Stock would be removed from quotation on The NASDAQ SmallCap
Market.
If the Company's Common Stock were removed from quotation on The NASDAQ
SmallCap Market, any trading in the Company's Common Stock would thereafter be
conducted in the over-the-counter market on the OTC Electronic Bulletin Board or
in the "pink sheets." Accordingly, the liquidity of the Company's Common Stock
could be reduced and the coverage of the Company by security analysts and media
could be reduced, which could result in lower prices for the Company's Common
Stock than might otherwise prevail and could also result in spreads between the
bid and asked prices for the Company's Common Stock. Additionally, certain
investors will not purchase securities that are not quoted on The NASDAQ
SmallCap Market, which could materially impair the Company's ability to raise
funds through the issuance of its Common Stock or other securities convertible
into its Common Stock.
In addition, if the Company's Common Stock is removed from quotation on
NASDAQ and the trading price of its Common Stock is less than $5.00 per share,
trading in its Common Stock would also be subject to the requirements of Rule
15g-9 promulgated under the Securities Exchange Act of 1934, as amended. Under
that Rule, broker and dealers who recommend such low priced securities to
persons other than established customers and accredited investors must satisfy
special sales practice requirements, including a requirement that they make an
individualized written suitability determination for the purchaser and receive
the purchaser's written consent prior to transaction. The Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 also requires additional disclosure
in connection with any trades involving a stock defined as a penny stock
(generally, according to recent regulations adopted by the SEC, any equity
security not traded on an exchange or quoted on NASDAQ or the OTC Bulletin Board
that has a market price of less than $5.00 per share, subject to certain
exceptions), including the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith. Such requirements could severely limit the market liquidity of the
Company's Common Stock. There can be no assurance that the Company's Common
Stock will not be removed from quotation on NASDAQ or treated as penny stock.
COMPETITION
The market for information technology services includes a large number
of competitors, is subject to rapid change and is highly competitive. Its
primary competitors include participants from a variety of market segments,
including the current and former consulting divisions of the "Big Four"
accounting firms, interactive advertising agencies, web development companies,
systems consulting and implementation firms, application software firms and
management consulting firms. Many of these competitors have significantly
greater financial, technical and marketing resources and greater name
recognition than the Company. In addition, the Company competes with its
clients' internal resources, particularly when these resources represent a fixed
cost to the client. In the future, such competition may impose additional
pricing pressures on it. The Company cannot assure you that it will compete
successfully with its existing competitors or with any new competitors.
18
INTELLECTUAL PROPERTY RIGHTS
The Company's business includes the development of custom software
applications in connection with specific client engagements. Ownership of such
software is generally assigned to the client. 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 license intellectual
property. The Company enters into confidentiality agreements with its employees
and limits distribution of proprietary information. However, the Company cannot
assure you that the steps taken by it 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 is subject to the risk of litigation alleging
infringement of third-party intellectual property rights. Any such claims could
require it to spend significant sums in litigation, pay damages, develop
non-infringing intellectual property or acquire licenses to the intellectual
property, which is the subject of the asserted infringement. In addition, the
Company is aware of other users of the term "TACT" and combinations including "A
Consulting," which users may be able to restrict its ability to establish or
protect its right to use these terms. The Company has in the past been contacted
by other users of the term "TACT" alleging rights to the term. The Company has
completed filings with the U.S. Patent and Trademark Office in order to protect
certain marks, including "TACT" and "The A Consulting Team." Its inability or
failure to establish rights to these terms or protect its rights may have a
material adverse effect on its business, results of operations and financial
condition.
GOING CONCERN
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the year ended
December 31, 2004 the Company reported net income of $1.2 million. For the year
ended December 31, 2003, the Company reported a net loss of $123,000. For the
year ended December 31, 2002, the Company reported net income of $204,000.
Additionally, the Company has an accumulated deficit of $27 million at December
31, 2004. The Company believes that its continuing focus on cost reductions,
together with a number of other operational changes, has resulted in an improved
financial condition. There can be no assurance that the Company will be
profitable in future years.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has not entered into the market risk sensitive transactions
required to be disclosed under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See financial statements on pages F-1 through F-20 of this Annual
Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
19
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. The Company's Chief
Executive Officer and Chief Financial Officer, after evaluating the
effectiveness of the Company's "disclosure controls and procedures" (as defined
in the Securities and Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of
the end of the period covered by this report, have concluded that our disclosure
controls and procedures were adequate and designed to ensure that material
information relating to us and our consolidated subsidiaries would be made known
to us by others within these entities.
Changes in internal controls. There were no significant changes in the
Company's internal control over financial reporting that occurred during our
fourth fiscal quarter of 2004 that has materially affected or is reasonably
likely to materially affect our internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following section sets forth information as to each director and
executive officer of TACT, including his or her age, present principal
occupation, other business experience during the last five years, directorships
in other publicly-held companies, membership on committees of the Board of
Directors and period of service with TACT.
Shmuel BenTov, 50, is the founder of TACT and has been the Chairman of
the Board and Chief Executive Officer of the Company since its establishment in
1983. Mr. BenTov received a B.Sc. in Economics and Computer Science in 1979 from
the Bar-Ilan University in Israel. From 1979 to 1983, Mr. BenTov was a
consultant Database Administrator and then an Account Manager with Spiridellis &
Associates. From 1972 to 1979, Mr. BenTov served with the Israeli Defense Forces
as a Programmer, Analyst, Project Manager, Database Administrator and Chief
Programmer.
Richard D. Falcone, 52, has been the Chief Financial Officer and
Treasurer of the Company since July 2001 and was an advisor to the Company from
January 2001 to July 2001. Mr. Falcone is a Certified Public Accountant and is a
graduate of the University of Vermont. Prior to joining the Company, Mr. Falcone
was the CFO for Acuent from January 1999 to July 2000 and Chief Operating
Officer of Netgrocer.com from January 1997 to December 1998.
Steven S. Mukamal, 65, has been a director of the Company since August
1997. Mr. Mukamal is the Chairman of the Compensation Committee as well as a
member of the Audit Committee and the Nominating Committee. Mr. Mukamal received
a B.A. in 1962 from Michigan State University and a J.D./L.L.B. in 1965 from
Brooklyn Law School. Since 1965, he has been a member and senior partner of the
law firm Barst & Mukamal LLP. Mr. Mukamal specializes in the areas of
immigration and nationality law, consular law and real estate and debt
restructuring.
Reuven Battat, 49, has been a director of the Company since August
1997. Mr. Battat is a member of the Compensation Committee, the Audit Committee
and the Nominating Committee. In 2003, Mr. Battat became the Chief Executive
Officer of Actimize, LTD, a provider of enterprise technology solutions for
mitigating operational risk. Mr. Battat was the President and Chief Executive
Officer of ProcureNet Inc., a provider of internet business to government and
business to business solutions and services, from 2000 through 2003. Mr. Battat
was the Senior Vice President and General Manager of Global Marketing for
Computer Associates International, Inc. and from 1995 through 1999. Mr. Battat
was responsible for Computer Associates' worldwide marketing activities and
long-term planning of product development in new and emerging markets.
William Miller, 67, has been a director of the Company since July 2002.
Mr. Miller is the Chairman of the Audit Committee, as well as a member of the
Nominating Committee. Mr. Miller is a private investor. He is a Certified Public
Accountant and an Attorney. He was affiliated for eight years with Cantor
Fitzgerald, an Investment Banking Firm, as Executive Vice President responsible
for corporate finance, real estate, and retail sales. Subsequent to that he was
with Telerate, a computer information services company.
AUDIT COMMITTEE
The Company's Audit Committee is comprised of three independent
directors as follows: Mr. William Miller, Chairman, Mr. Steven S. Mukamal and
Mr. Reuven Battat. Mr. William Miller, Chairman of the Audit Committee, is
considered an "audit committee financial expert" as defined in Regulation S-K,
Item 401(h)(2).
20
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has affirmatively determined that the Company
has at least one Audit Committee Financial Expert as defined by Section 407 of
the Sarbanes-Oxley Act of 2002 serving on our audit committee. The directors
have determined that Mr. William Miller is independent, as that term is used in
Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934 and
has all of the following five attributes due to his experience overseeing and
assessing the performance of companies with respect to the preparation and
evaluation of financial statements:
o An understanding of GAAP and financial statements;
o The ability to assess the general application of such principles in
connection with the accounting for estimates, accruals and reserves;
o Experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of
accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by
the Company's financial statements, or experience actively
supervising one or more persons engaged in such activities;
o An understanding of internal controls and procedures for financial
reporting; and
o An understanding of audit committee functions.
NOMINATING COMMITTEE
The Company's Nominating Committee is comprised of three independent
directors as follows: Mr. Reuven Battat, Chairman, Mr. William Miller and Mr.
Steven S. Mukamal.
SUBSEQUENT EVENTS
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control.
These agreements allow Vanguard to appoint three Board of Director
members. Accordingly, subject to the consummation of the Share Exchange
Agreement and the Share Issuance Agreement, the Board of Directors of the
Company have proposed to the shareholders of the Company that they elect Andrew
Ball, William Newman and Joseph Harris to the Board of Directors and Shmuel
BenTov and Reuven Battat will resign from the Board.
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and certain beneficial owners of the
Company's equity securities (the "Section 16 Reporting Persons") to file with
the SEC reports regarding their ownership and changes in ownership of the
Company's equity securities. The Company believes that, during the fiscal year
2004, its Section 16 Reporting Persons complied with all Section 16(a) filing
requirements, except that (i) Robert Duncan reported three transactions late on
Form 4 filed in 2004, (ii) Stephen Mukamal reported four transactions late on a
Form 4 filed in 2004 and two transactions late on a Form 4 filed in 2005, (iii)
Reuven Battat reported four transactions late on a Form 4 filed in 2004 and two
transactions late on a Form 4 filed in 2005, (iv) Richard D. Falcone reported
two transactions late on a Form 5 filed in 2005, (v) Shmuel BenTov reported one
transaction late on a Form 5 filed in 2005, and (vi) William Miller reported two
transactions late on a Form 4 filed in 2004 and reported two transactions late
on a Form 5 filed in 2005. In making this statement, the Company has relied upon
examination of the copies of Forms 3, 4 and 5 provided to the Company and the
written representations of the Section 16 Reporting Persons.
21
CODE OF ETHICS
The Board of Directors has adopted a code of ethics designed, in part,
to deter wrongdoing and to promote honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships, full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with or submit to the
Securities and Exchange Commission and in the Company's other public
communications, compliance with applicable governmental laws, rules and
regulations, the prompt internal reporting of violations of the code to an
appropriate person or persons, as identified in the code and accountability for
adherence to the code. The code of ethics applies to all directors, executive
officers and employees of the Company. The Company will provide a copy of the
code to any person without charge, upon request to Mr. Richard D. Falcone, Chief
Financial Officer by calling 732-499-8228 or writing to Mr. Falcone's attention
at The A Consulting Team, Inc., 77 Brant Avenue, Suite 320, Clark, NJ, 07066.
The Company intends to disclose any amendments to or waivers of its
code of ethics as it applies to directors or executive officers by filing them
on Form 8-K.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by this item is incorporated by reference to
the Company's Proxy Statement for its 2005 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2005.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item is incorporated by reference to
the Company's Proxy Statement for the 2005 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2005.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is incorporated by reference to
the Company's Proxy Statement for the 2005 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2005.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to
the Company's Proxy Statement for the 2004 Annual Meeting of Shareholders, which
will be filed with the SEC on or before April 30, 2005.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2) The response to this portion of Item 15 is submitted as a
separate section of this report at F-1.
22
(a)(3) Listing of Exhibits
Exhibit
Number Description of Exhibits
- ------ -----------------------
2.1 Stock Purchase Agreement dated as of June 28, 2002 among the
Registrant, International Object Technology, Inc. and the
Stockholders of International Object Technology, Inc.
incorporated by reference to Exhibit 2.1 to the Form 8-K, as
previously filed with the SEC on July 12, 2002.
3.1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Form 10Q for the
period ended June 30, 2001, as previously filed with the SEC on
August 10, 2001.
3.2.1 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated August 8, 2002 incorporated by reference to
Exhibit 3.2 to the Form 10-Q for the period ended June 30, 2001,
as previously filed with the SEC on August 14, 2002.
3.2.2 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated November 12, 2002, incorporated by reference
to Exhibit 3.2.2 to the Form 10-Q for the period ended September
30, 2002, as previously filed with the SEC on November 14, 2002.
3.2.3 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated January 5, 2004, incorporated by reference
to Exhibit 3.2.3 to the Form 8-K dated January 8, 2004, as
previously filed with the SEC on January 8, 2004.
3.3 Amended and Restated By-Laws of the Registrant, incorporated by
reference to Exhibit 3.3 to the Registration Statement on Form
SB-2 as previously filed with the SEC on August 6, 1997.
3.4 Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant incorporated by reference to Exhibit 3.4 to the Form
10-Q for the period ended June 30, 2003, as previously filed with
the SEC on August 14, 2003.
4.1 Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4 to the Registration Statement on Form SB-2 as
previously filed with the SEC on July 23, 1997.
4.2 Registration Rights Agreement dated as of July 19, 2002 among the
Registrant and those persons listed on Schedule I attached
thereto, incorporated by reference to Exhibit 4.1 to the Form 8-K
dated July 19, 2002, as previously filed by the SEC on July 25,
2002.
10.1.1 Stock Option and Award Plan of the Registrant and Form of
Nonqualified Stock Option Agreement, incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form SB-2 as
previously filed with the SEC on August 6, 1997.
10.1.2 Amendment to the Stock Option and Award Plan of the Registrant,
incorporated by reference to Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 as previously filed with
the SEC on June 25, 1998.
10.1.3 Amendment No. 2 to the Stock Option and Award Plan of the
Registrant, incorporated by reference to Exhibit C to the
Registrant's 2001 Proxy Statement on Schedule 14A, as previously
filed with the SEC on April 30, 2001.
10.2 Amended and restated Loan and Security Agreement between the
Registrant and Keltic Financial Partners, LP, dated March 23,
2004.
10.3 Employment Agreement, dated January 1, 2002, between the
Registrant and Shmuel BenTov, incorporated by reference to
Exhibit 10.5 to the Form 10-K for the fiscal year ended December
31, 2001, as previously filed with the SEC on April 1, 2002.
23
10.4 Employment Agreement, dated September 11, 2001, between the
Registrant and Richard Falcone, incorporated by reference to
Exhibit 10.8 to the Form 10-K/A for the fiscal year ended
December 31, 2001, as filed with the SEC on April 4, 2002.
10.5 Form of S Corporation Termination, Tax Allocation and
Indemnification Agreement, incorporated by reference to Exhibit
10.4 to the Registration Statement on Form SB-2, as previously
filed with the SEC on August 6, 1997.
10.6 Letter of Undertaking from the Registrant and Shmuel BenTov,
incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form SB-2, as previously filed with the SEC on July
23, 1997.
10.7 Shmuel BenTov Letter Commitment, dated March 29, 2001,
incorporated by reference to Exhibit 10.10 to the Form 10-K for
the fiscal year ended December 31, 2000, as previously filed with
the SEC on April 2, 2001.
10.8 Employment Agreement dated as of July 19, 2002 between the
Registrant and Dr. Piotr Zielczynski, incorporated by reference
to Exhibit 10.1 to the Form 8-K dated July 19, 2002, as
previously filed with the SEC on July 25, 2002.
10.9 Employment Agreement dated as of July 19, 2002 between the
Registrant and Ilan Nachmany, incorporated by reference to
Exhibit 10.2 to the Form 8-K dated July 19, 2002, as previously
filed with the SEC on July 25, 2002.
10.10 Employment Agreement dated as of July 19, 2002 between the
Registrant and Sanjeev Welling, incorporated by reference to
Exhibit 10.3 to the Form 8-K dated July 19, 2002, as previously
filed with the SEC on July 25, 2002.
10.11 Form of Indemnification Agreement between the Registrant and each
of its Directors and its Chief Executive Officer, incorporated by
reference to Exhibit 10.12 to the Form 10-Q for the period ended
September 30, 2003 as filed with the SEC on November 11, 2003.
23.1 Consent of Grant Thornton, LLP
31.1 Certification of Chief Executive Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Exhibits - The response to this portion of Item 15 is submitted as a
separate section of this report.
(c) Financial Statement Schedules - The response to this portion of Item 15 is
submitted as a separate section of this report at S-1.
24
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.
THE A CONSULTING TEAM, INC.
By: /s/ Shmuel BenTov
------------------
Shmuel BenTov,
Chief Executive Officer
Date: March 24, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------- -------------------------------------------------- ------------------------
/s/ Shmuel BenTov Chief Executive Officer and Director March 24, 2005
----------------------- (Principal Executive Officer)
Shmuel BenTov
/s/ Richard D. Falcone Chief Financial Officer March 24, 2005
---------------------- (Principal Financial and Accounting Officer)
Richard D. Falcone
/s/ Reuven Battat Director March 24, 2005
----------------------
Reuven Battat
/s/ Steven Mukamal Director March 24, 2005
----------------------
Steven Mukamal
/s/ William Miller Director March 24, 2005
----------------------
William Miller
25
ITEM 15 (a) (1) AND (2)
THE A CONSULTING TEAM, INC.
The following consolidated financial statements and financial statement schedule
of The A Consulting Team, Inc. are included in Item 8:
Consolidated Balance Sheets..................................................F-3
Consolidated Statements of Operations........................................F-4
Consolidated Statements of Shareholders' Equity..............................F-5
Consolidated Statements of Cash Flows........................................F-6
Notes to Consolidated Financial Statements...................................F-7
The following consolidated financial statement schedule of
The A Consulting Team, Inc. is included in Item 15(d):
Schedule II - Valuation and Qualifying Accounts..............................S-1
All other schedules for which provision is made in the applicable accounting
regulation of the SEC are not required under the related instructions or are
inapplicable and therefore have been omitted.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
The A Consulting Team, Inc.
We have audited the accompanying consolidated balance sheets of The A Consulting
Team, Inc. and Subsidiaries, (the "Company") as of December 31, 2004, and 2003,
and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the three years in the period ended December 31, 2004.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The A Consulting
Team, Inc. and Subsidiaries as of December 31, 2004 and 2003, and the
consolidated results of their operations, and their cash flows for each of the
three years in the period ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Schedule II listed in the index of
financial statements is presented for purposes of additional analysis and is not
a required part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
GRANT THORNTON LLP
New York, New York
February 24, 2005
F-2
THE A CONSULTING TEAM, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, DECEMBER 31,
2004 2003
-------------- --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,493,104 $ 1,409,623
Accounts receivable- less allowance for doubtful accounts of $296,828 at
December 31, 2004, and $305,290 at December 31, 2003 3,810,759 3,423,271
Unbilled receivables 260,000 133,605
Prepaid expenses and other current assets 139,704 56,004
-------------- --------------
Total current assets 6,703,568 5,022,503
Investments, net 87,059 368,059
Property and equipment, net 556,896 680,295
Goodwill 1,140,964 1,140,964
Intangibles, net 34,667 104,000
Deposits and other assets 126,363 57,874
-------------- --------------
Total assets $ 8,649,515 $ 7,373,694
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,666,160 $ 1,442,730
Capital lease obligation 290,517 290,517
Deferred income taxes 22,500 45,000
Current portion of long-term debt 233,962 171,063
-------------- --------------
Total current liabilities 2,213,139 1,949,309
Other long-term liabilities 13,479 231,067
SHAREHOLDERS' EQUITY:
Preferred stock, $.01 par value; 2,000,000 shares authorized; 571,615
shares issued and outstanding as of December 31, 2004, and 2003 5,716 5,716
Common stock, $.01 par value; 30,000,000 shares authorized; 2,122,647
issued and outstanding as of December 31, 2004,and 2,107,967 issued and
outstanding as of December 31, 2003 21,227 21,080
Paid-in capital 34,181,206 34,161,628
Accumulated deficit (27,785,251) (28,995,106)
-------------- --------------
Total shareholders' equity 6,422,898 5,193,318
-------------- --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 8,649,515 $ 7,373,694
============== ==============
See accompanying notes to consolidated financial statements.
F-3
THE A CONSULTING TEAM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------
2004 2003 2002
-------------- -------------- --------------
Revenues $ 25,035,167 $ 21,645,763 $ 24,008,964
Cost of revenues 17,361,526 15,829,442 16,860,418
-------------- -------------- --------------
Gross profit 7,673,640 5,816,321 7,148,546
Operating expenses:
Selling, general and administrative 5,952,343 5,105,462 6,255,757
Depreciation and amortization 360,859 752,609 873,149
Impairment of assets and
restructuring charges -- -- 150,000
-------------- -------------- --------------
6,313,202 5,858,071 7,278,906
-------------- -------------- --------------
Income/(loss) from operations 1,360,438 (41,750) (130,361)
Gain from extinguishment of debt -- -- 48,715
Interest income 8,664 8,379 9,056
Interest expense (33,313) (66,433) (154,962)
-------------- -------------- --------------
Interest (expense), net (24,649) (58,055) (145,906)
-------------- -------------- --------------
Income/(loss) before income taxes 1,335,789 (99,805) (276,267)
Provision (benefit) for income taxes 99,085 23,500 (431,165)
-------------- -------------- --------------
Net income (loss) $ 1,236,705 $ (123,305) $ 203,613
============== ============== ==============
Net income(loss) per share
Basic $ 0.57 $ (0.07) $ 0.10
============== ============== ==============
Diluted $ 0.53 $ (0.07) $ 0.10
============== ============== ==============
See accompanying notes to consolidated financial statements.
F-4
THE A CONSULTING TEAM, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
ADDITIONAL
PREFERRED STOCK COMMON STOCK (*) PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
- -----------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001 - $ - 1,779,209 $ 17,792 $ 33,140,066
Net income - - - - -
Preferred dividend - - - - -
Acquisition of IOT-shares issued - - 317,500 3,175 631,825
Investment by new shareholders 571,615 5,716 - - 371,549
------------- -------------- ------------- ------------- -----------------
Balance, December 31, 2002 571,615 $ 5,716 2,096,709 $ 20,967 $ 34,143,440
Net loss - - - - -
Preferred dividend - - - - -
Exercise of employee stock options - - 11,250 113 18,188
------------- -------------- ------------- ------------- -----------------
Balance, December 31, 2003 571,615 $ 5,716 2,107,959 $ 21,080 $ 34,161,628
Net income - - - - -
Preferred dividend - - - - -
Exercise of employee stock options - - 14,688 147 19,578
------------- -------------- ------------- ------------- -----------------
Balance, December 31, 2004 571,615 $ 5,716 2,122,647 $ 21,227 $ 34,181,206
============= ============== ============= ============= =================
ACCUMULATED
DEFICIT TOTAL
- --------------------------------------------------------------------------------
Balance, December 31, 2001 $ (29,038,776) $ 4,119,082
Net income 203,613 203,613
Preferred dividend (9,862) (9,862)
Acquisition of IOT-shares issued - 635,000
Investment by new shareholders - 377,265
----------------- -----------------
Balance, December 31, 2002 $ (28,845,025) $ 5,325,098
Net loss (123,305) (123,305)
Preferred dividend (26,776) (26,776)
Exercise of employee stock options - 18,301
----------------- -----------------
Balance, December 31, 2003 $ (28,995,106) $ 5,193,318
Net income $ 1,236,705 1,236,705
Preferred dividend (26,850) (26,850)
Exercise of employee stock options - 19,725
----------------- -----------------
Balance, December 31, 2004 $ (27,785,251) $ 6,422,898
================= =================
* Adjusted for the January 7, 2004 reverse stock split (See Note 1)
See accompanying notes to consolidated financial statements.
F-5
THE A CONSULTING TEAM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,
2004 2003 2002
----------------- ----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income(loss) $ 1,236,705 $ (123,305) $ 203,613
Adjustments to reconcile net income(loss) to net cash provided by
(used in) operating activities, net of acquired assets:
Depreciation and amortization 360,859 752,609 873,149
Gain from extinguishment of debt - - (48,715)
Deferred income taxes (22,500) (22,500) (22,500)
Impairment of assets and restructuring charges - - 150,000
Provision for doubtful accounts 145,000 40,000 25,000
Amortization of deferred financing cost 10,000 - -
Changes in operating assets and liabilities:
Accounts receivable (532,488) (386,383) 2,828,145
Unbilled receivables (126,395) (133,605) -
Prepaid expenses and other current assets (53,150) 3,668 63,145
Accounts payable and accrued expenses 223,431 (218,907) (1,274,410)
----------------- ----------------- -----------------
Net cash provided by (used in) operating activities 1,241,460 (88,422) 2,797,427
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (168,127) (23,487) (47,322)
Proceeds from Sale of Investment 250,450 - -
Acquisition of IOT assets, net of cash received - - (259,382)
Deposits (38,489) 13,259 15,366
----------------- ----------------- -----------------
Net cash provided by (used in) investing activities 43,834 (10,228) (291,338)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock - - 377,265
Proceeds from conversion of stock options 19,726 18,300 -
Payment of deferred financing cost (40,000) - -
Loan payable - bank - - (1,873,293)
Dividend paid to Preferred Shareholders (26,850) (23,140) -
Repayment of long-term debt (154,690) (261,715) (26,019)
Repayment on note issued for assets acquired - - (140,000)
Repayment of capital lease obligation - - (15,800)
----------------- ----------------- -----------------
Net cash (used in) financing activities (201,814) (266,554) (1,677,847)
----------------- ----------------- -----------------
Net increase (decrease) in cash and cash equivalents 1,083,481 (365,205) 828,242
Cash and cash equivalents at beginning of period 1,409,623 1,774,828 946,586
----------------- ----------------- -----------------
Cash and cash equivalents at end of period $ 2,493,104 $ 1,409,623 $ 1,774,828
================= ================= =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 33,313 $ 66,433 $ 154,962
================= ================= =================
Cash paid during the period for income taxes $ 99,085 $ 48,457 $ 30,000
================= ================= =================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITY:
Acquisition of International Object Technology, Inc. ("IOT")
Tangible assets acquired (including cash of $10,618) $729,731
Liabilities assumed (709,186)
Goodwill 1,181,520
Employee Agreements 312,000
Equity Issued (635,000)
Notes issued, net discount of $40,935 (609,065)
-----------------
Cash paid $ 270,000
less: Cash received in acquisition (10,618)
-----------------
Net Cash Paid $ 259,382
=================
See accompanying notes to consolidated financial statements.
F-6
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Description of Business and Basis of Presentation
The A Consulting Team, Inc. (the "Company") was incorporated on
February 16, 1983, in the State of New York and provides information technology
consulting, custom application development services and solutions to Fortune
1000 companies. The Company's customers are primarily located in the New
York/New Jersey metropolitan area.
The Company's financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. For the years
ended December 31, 2004, 2003, and 2002, the Company reported a net income of
$1,236,705. a net loss of $123,305, and net income of $203,613, respectively.
Additionally, the Company has an accumulated deficit of $27,785,251 as of
December 31, 2004. The Company has implemented a plan whereby it is actively
managing its personnel utilization rates and is constantly monitoring project
requirements and timetables.
In management's opinion, cash flows from operations and borrowing
capacity combined with cash on hand will provide adequate flexibility for
funding the Company's working capital obligations for the next twelve months.
There may be circumstances that would accelerate its use of liquidity resources,
including but not limited to, its ability to implement a profitable business
model, which may include further restructuring charges. If this occurs, the
Company, may from time to time, incur additional indebtedness or issue, in
public or private transactions, equity or debt securities. However, there can be
no assurance that suitable debt or equity financing will be available to the
Company.
Reverse Stock Split
On January 7, 2004, the Company effected a one-for-four reverse stock
split of its common stock in order to regain compliance with NASDAQ's minimum
bid price requirement to remain listed on the NASDAQ SmallCap Market. All share
and per share amounts used in the Company's financial statements and notes
thereto have been retroactively restated to reflect the one-for-four reverse
stock split.
Principles of Consolidation
The consolidated financial statements include the accounts of The A
Consulting Team, Inc., its 100% owned subsidiary International Object
Technology, Inc. (IOT) from its date of acquisition on July 19, 2002 and its 51%
owned subsidiary, T3 Media, Inc., which ceased operations in 2001, from its date
of acquisition in 1999. All material inter-company accounts and transactions
have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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.
Earnings Per Share
The Company calculates earnings per share in accordance with Financial
Accounting Standards Board (FASB) Statement No. 128, Earnings Per Share. Basic
earnings per share is calculated by dividing net earnings available to common
shares by weighted average common shares outstanding. Diluted earnings per share
is calculated similarly, except that it includes the dilutive effect of the
assumed exercise of securities except when it is anti-dilutive, including the
effect of shares issuable under the Company's incentive plans. All share and per
share amounts used in the Company's financial statements and notes thereto have
been retroactively restated to reflect the one-for-four reverse stock split,
which occurred on January 7, 2004.
F-7
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Equivalents
The Company considers all highly liquid financial instruments with
original maturity of three months or less when purchased to be cash equivalents.
Fair Value of Financial Instruments
The carrying value of financial instruments (principally consisting of
cash, cash equivalents, accounts receivable, long term debt and capital leases)
approximates fair value because of their short maturities.
Property and Equipment
Property and equipment acquired after December 31, 1994 are depreciated
using the straight-line method over the estimated useful lives of the assets,
which range from three to ten years. Property and equipment acquired prior to
January 1, 1995 are depreciated using an accelerated method over the estimated
useful lives of the assets, which range from five to seven years.
Long-Lived Assets
The Company adopted the provisions of FASB Statement No. 144,
"Accounting for the Impairment or Disposal of Long Lived Assets " effective
January 1, 2002. When impairment indicators are present, the Company reviews the
carrying value of its assets in determining the ultimate recoverability of their
unamortized values using analyses of future undiscounted cash flows expected to
be generated by the assets. If such assets are considered impaired, the
impairment recognized is measured by the amount by which the carrying amount of
the asset exceeded its fair value. Assets to be disposed of are reported at the
lower of the carrying amount or fair value, less cost to sell.
In the third quarter of 2002, after extensive review of changing market
conditions, the Company wrote-off $150,000, which related to the permanent
impairment of the investments. These charges relate to the Company's investments
in Methoda Computer, Ltd ($132,000) and Always-On Software, Inc. ($18,000). (See
Note 14)
Goodwill and Intangible Assets
The Company adopted the provisions of FASB Statement No. 142, "Goodwill
and Other Intangible Assets," (SFAS No. 142) effective January 1, 2002. SFAS No.
142 required that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment using the guidance for
measuring impairment set forth in this statement. As prescribed under SFAS 142,
the Company had an evaluation done of its goodwill and intangible assets, which
was performed by an independent third party. The Company tested for impairment
using the guidance for measuring impairment set forth in SFAS No. 142 and it was
determined that there was no impairment at December 31, 2004, 2003 and 2002.
In accordance with SFAS No. 142, the following are changes in the
carrying amount of goodwill for the year ended December 31, 2004, 2003 and 2002:
2004 2003 2002
----------------- --------------- ---------------
Balance as of January 1, $ 1,140,964 $ 1,181,520 $ -
Goodwill acquired during the year - - 1,181,520
Reclass of reduction in reserve for acquisition costs - (40,556) -
----------------- --------------- ---------------
Balance as of December 31, $ 1,140,964 $ 1,140,964 $ 1,181,520
================= =============== ===============
F-8
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following summarizes the carrying amounts of acquired intangible assets and
related amortization:
YEAR ENDED DECEMBER 31,
2004 2003 2002
------------------- ------------------- -------------------
Amortized intangible assets
Employee Contracts- gross carrying amount $ 312,000 $ 312,000 $ 312,000
Less accumulated amortization (277,333) (208,000) (52,000)
------------------- ------------------- -------------------
Unamortized intangible assets $ 34,667 $ 104,000 $ 260,000
=================== =================== ===================
Amortization expense
For the year ended 12/31/02 $ - $ - $ 52,000
For the year ended 12/31/03 $ - $ 156,000 $ -
For the year ended 12/31/04 $ 69,333 $ - $ -
Estimated amortization expense:
For the year ended 12/31/05 $ 34,667 $ - $ -
During 2004, the Company recorded amortization of intangible assets of
($69,333) as part of the purchase price of IOT (See Note 2). The intangible
amount pertains to certain employment agreements. The Company is amortizing the
cost of these employee contracts over a three-year period of the asset's
estimated useful life.
Revenue Recognition
Consulting revenues are recognized as services are provided. The
Company primarily provides consulting services under time and material
contracts, whereby revenue is recognized as hours and costs are incurred.
Customers for consulting revenues are billed on a weekly, semi-monthly and
monthly basis. Revenues from fixed fee contracts are recorded when work is
performed on the basis of the proportionate performance method, which is based
on costs incurred to date relative to total estimated costs. Any anticipated
contract losses are estimated and accrued at the time they become known and
estimable. Unbilled accounts receivables represent amounts recognized as revenue
based on services performed in advance of customer billings. Revenue from sales
of software licenses is recognized upon delivery of the software to a customer
because future obligations associated with such revenue are insignificant.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are stated at amounts due from customers, net of an
allowance for doubtful accounts. The Company monitors its accounts receivable
balances on a monthly basis to ensure that they are collectible. On a quarterly
basis, the Company uses its historical experience to accurately determine its
accounts receivable reserve. The Company's allowance for doubtful accounts is an
estimate based on specifically identified accounts as well as general reserves.
The Company evaluates specific accounts where it has information that the
customer may have an inability to meet its financial obligations. In these
cases, management uses its judgment, based on the best available facts and
circumstances, and records a specific reserve for that customer against amounts
due to reduce the receivable to the amount that is expected to be collected.
These specific reserves are reevaluated and adjusted as additional information
is received that impacts the amount reserved. The Company also establishes a
general reserve for all customers based on a range of percentages applied to
aging categories. These percentages are based on historical collection and
write-off experience. If circumstances change, the Company's estimate of the
recoverability of amounts due the company could be reduced or increased by a
material amount. Such a change in estimated recoverability would be accounted
for in the period in which the facts that give rise to the change become known.
F-9
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-Based Compensation
At December 31, 2004, the Company has stock based compensation plans,
which are described more fully in Note 12. As permitted by SFAS No. 123,
"Accounting for Stock Based Compensation", the Company accounts for stock-based
compensation arrangements with employees in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees". Compensation expense for stock options issued to employees is
based on the difference on the date of grant, between the fair value of the
Company's stock and the exercise price of the option. No stock based employee
compensation cost is reflected in net income, as all options granted under those
plans had an exercise price equal to the market value of the underlying common
stock at the date of grant. The Company accounts for equity instruments issued
to non-employees in accordance with the provisions of SFAS 123.
The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS No. 123 to stock based compensation:
YEAR ENDED DECEMBER 31,
------------------------------------------------------
2004 2003 2002
--------------- ---------------- ----------------
Net income (loss), as reported $ 1,237,000 $ (123,000) $ 204,000
Deduct:
Total stock based compensation
expense determined under fair
value based method for all awards (20,000) (85,000) (117,000)
--------------- --------------- ---------------
Pro forma net income (loss) $ 1,217,000 $ (208,000) $ 87,000
=============== =============== ===============
Earnings per share:
Basic - as reported $ 0.57 $ (0.07) $ 0.10
=============== =============== ===============
Basic - pro forma $ 0.57 $ (0.06) $ 0.02
=============== =============== ===============
Diluted - as reported $ 0.53 $ (0.07) $ 0.10
=============== =============== ===============
Diluted - pro forma $ 0.53 $ (0.06) $ 0.02
=============== =============== ===============
The fair value of options at the date of grant was estimated using the
Black-Scholes model with the following assumptions:
2004 2003 2002
-------------- -------------- -------------
Expected life (years) 4.00 4.00 4.00
Risk free interest rate 3.00 % 3.00 % 3.00 %
Expected volatility 0.96 0.83 0.83
Expected dividend yield 0.00 0.00 0.00
Weighted average fair value per option $3.53 $0.80 $0.80
The weighted average fair value of options granted by the Company was
$3.53 in 2004, $.80 in 2003, and $0.80 in 2002.
Segment Information
The disclosure of segment information in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" is not
required as the Company operates in only one business segment.
F-10
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board issued
Statement 123 (revised 2004), Share Based Payment (Statement 123 (R) ). This
Statement requires that the costs of employee share based payments be measured
at fair value on the awards' grant date using an option-pricing model and
recognized in the financial statements over the requisite service period. This
Statement does not change the accounting for stock ownership plans, which are
subject to American Institute of Certified Public Accountants SOP 93-6,
"Employer's Accounting for Employee Stock Ownership Plans." Statement 123 (R)
supersedes Opinion 25, Accounting for Stock Issued to Employees and its related
interpretations, and eliminates the alternative to use Opinion 25's intrinsic
value method of accounting, which the Company is currently using. Statement 123
(R) allows for two alternative transition methods. The first method is the
modified prospective application whereby compensation cost for the portion of
awards for which the requisite service has not yet been rendered that are
outstanding as of the adoption date will be recognized over the remaining
service period. The compensation cost for that portion of awards will be based
on the grant-date fair value of those awards as calculated for pro forma
disclosures under Statement 123, as originally issued. All new awards and awards
that are modified, repurchased, or cancelled after the adoption date will be
accounted for under the provisions of Statement 123 (R). The second method is
the modified retrospective application, which requires that the Company restates
prior period financial statements. The modified retrospective application may be
applied either to all prior periods or only to prior interim periods in the year
of adoption of this statement. The Company is currently determining which
transition method it will adopt and is evaluating the impact Statement 123 (R)
will have on its financial position, results of operations, EPS and cash flows
when the Statement is adopted.
2. ACQUISITIONS
On July 19, 2002, the Company consummated the acquisition of all of the
issued and outstanding capital stock of IOT, a New Jersey corporation, pursuant
to a Stock Purchase Agreement dated as of June 28, 2002 among TACT, IOT and the
holders of all of the issued and outstanding capital stock of IOT (the "IOT
Stockholders"). TACT acquired all of the issued and outstanding capital stock of
IOT from the IOT Stockholders in exchange for an aggregate of three hundred
seventeen thousand five hundred (317,500) shares of unregistered TACT Common
Stock, which has been retroactively adjusted to reflect the one-for-four reverse
stock split that occurred on January 7, 2004, and is valued at $635,000 (the
"Acquisition Shares") and the obligation to make certain deferred cash payments
of six hundred fifty thousand ($650,000) in the aggregate (the "Deferred
Payments"). The Acquisition Shares were issued by TACT to the IOT Stockholders
at the closing of the acquisition. Subject to the terms and conditions of the
Stock Purchase Agreement, the Deferred Payments are payable as follows: (i) an
aggregate of $140,000 on or before September 2, 2002, (ii) an aggregate of
$210,000 on or before April 1, 2003, (iii) an aggregate of $100,000 on or before
April 1, 2004, and (iv) an aggregate of $200,000 on or before January 2, 2005.
The consideration paid by TACT for the acquisition of IOT was determined through
arms-length negotiation by the management of TACT and a majority of the IOT
Stockholders. The acquisition was accounted for under the purchase method of
accounting for business combinations and operations of IOT has been included
from the date of acquisition. The purchase price of the acquisition exceeded the
fair market value of the net assets acquired, resulting in the recording of
goodwill of $1,181,520 and other intangibles of $312,000. The three majority
shareholders of IOT received employment agreements for a three-year period at an
annual salary of $160,000 per year each. For the year ended December 31, 2004,
the amortization expense for the intangible asset was $69,333.
IOT was a privately owned, professional services firm that provides
data management and business intelligence solutions, technology consulting and
project management services. IOT will operate as a wholly owned subsidiary of
TACT. The acquisition was made to increase the depth of the Company's services
and solutions offerings and provide the Company with significant cross-selling
opportunities.
The Company's net income for the year ended December 31, 2002, includes
the results of IOT from July 19, 2002, the date of acquisition.
On October 2, 1998, the Company made an investment in web integrator T3
Media of $3 million, in return for non-voting convertible preferred stock. On
June 23, 1999, the Company converted its preferred stock into 30% common stock
ownership and increased its ownership interest to approximately 51% by an
additional investment in T3 Media's common stock of $370,000. The acquisition of
T3 Media was accounted for using the purchase method of accounting. Accordingly,
the results of operations of T3 Media are included in the Company's consolidated
results of operations from the date of acquisition. The excess of the purchase
price over the estimated fair value of the net identifiable assets acquired
totaled $4.0 million and was recorded as goodwill and was being amortized using
the straight-line method over 7 years. During 2000, the Company wrote-off the
net carrying value of the goodwill which amounted to $3.1 million. T3 Media
ceased operations in the second quarter of 2001. During 2003 and 2002, the
Company reversed approximately $113,000 and $272,000, respectively, in accounts
payable relating to T-3 Media, resulting in a reduction in SG&A expenses.
F-11
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. INVESTMENTS
The Company invested approximately $2,000,000 and $300,000 in Always-On
Software, Inc. during 2000 and 1999, respectively, and the Company invested
$500,000 in Methoda Computers Ltd. during 2000. Due to the deteriorating
conditions of the software application services ("ASP") market and deteriorating
cash reserves, Always-On Software, Inc. ceased operations in July 2001. As a
result, the Company wrote-down virtually all of its investment of $2.3 million
to reflect the impairment in the value of its investment in the second quarter
of 2001. In the fourth quarter of 2001, Always-On Software Inc. merged with
Veracicom, Inc. and the Company received warrants in this transaction. In the
third quarter of 2002, the Company wrote off the remainder of its investment in
Always-On Software, Inc. in the amount of $18,000. The Company also wrote down
its investment in Methoda Computer Ltd. in that same period in the amount of
$132,000.
In January of 2004, the Company sold approximately 75 percent of its
investment in Methoda for $200,000 in cash and $81,000 payable over the next
twenty months. The remaining investment has a carrying value of $87,000.
4. NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net
income (loss) per share for the years ended December 31, 2004, 2003 and 2002.
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
2004 2003 2002
------------------ ------------------ ------------------
Numerator for basic net income(loss) per share
Net income (loss) 1,236,705 (123,305) 203,613
Preferred Dividend 26,850 26,776 9,861
------------------ ------------------ ------------------
Net income (loss) available to
common stockholders $ 1,209,855 $ (150,081) $ 193,752
================== ================== ==================
Numerator for diluted net income(loss) per share
Net income (loss) available to common
stockholders & assumed conversion $ 1,236,705 $ (150,081) $ 203,613
================== ================== ==================
Denominator:
Denominator for basic income (loss) before
extraordinary item and net loss per share
- weighted-average shares 2,110,072 2,098,810 1,923,615
Effect of dilutive securities:
Preferred shares 142,903 - 52,588
Employee stock options 59,046 - 20,469
------------------ ------------------ ------------------
Denominator for diluted earnings (loss) per
share - adjusted weighted-average shares 2,312,021 2,098,810 1,996,672
================== ================== ==================
Basic earnings income (loss) per share:
------------------ ------------------ ------------------
Net income (loss) $ 0.57 $ (0.07) $ 0.10
================== ================== ==================
Diluted earnings income (loss) per share:
------------------ ------------------ ------------------
Net income (loss) $ 0.53 $ (0.07) $ 0.10
================== ================== ==================
F-12
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2004 and 2002, there were 159,140
and 157,494 options, respectively, that were excluded from the computation of
diluted earnings per share. All options and warrants outstanding during 2003
(see Notes 13) were not included in the computation of net loss per share
because the effect would be antidilutive.
5. PROPERTY AND EQUIPMENT
Property and equipment, at cost, consists of the following:
DECEMBER 31,
--------------------------------------
2004 2003
------------------ ------------------
Equipment and leaseholds $ 5,516,985 $ 5,378,358
Software 972,879 943,379
Furniture and fixtures 1,107,272 1,107,272
Automobiles 158,769 158,769
------------------ ------------------
7,755,905 7,587,778
Less accumulated depreciation and amortization 7,199,009 6,907,483
------------------ ------------------
$ 556,896 $ 680,295
================== ==================
6. CREDIT ARRANGEMENT
The Company has a line of credit of $4.0 million with Keltic Financial
Partners, LP, (Keltic) based on the Company's eligible accounts receivable
balances. The line of credit has certain financial covenants, which the Company
must meet on a quarterly basis. There was no outstanding balance at December 31,
2004 or 2003. The Company's Chief Executive Officer initially guaranteed $1
million of the line of credit. The line of credit bears interest at a variable
rate based on prime plus 2% and the rate was 7.25% at December 31, 2004. In July
2002, the credit line was amended to reduce the guarantee of the Company's Chief
Executive Officer to $400,000, and to reflect the Company's acquisition of
International Objects Technology, Inc. In March 2004, the line of credit was
amended and restated to include the following: an extension to June 2007, the
removal of the guarantee of the Chief Executive Officer and less restrictive
financial covenants.
The Company is prohibited from paying dividends on its common stock due
to restrictions under the restated and amended Loan and Security Agreement
between the Company and Keltic Financial Partners, L.P., dated March 23, 2004.
Keltic has consented to the payment of dividends on the Series A and Series B
Preferred Stock, provided an event of default does not exist.
The Company's subsidiary, T3 Media, which ceased operations in 2001,
had a demand loan with a bank. The T3 Media demand loan, which was guaranteed by
the Company, was paid down and cancelled in January of 2002.
7. CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The Company has the following commitments as of December 31, 2004, and
is comprised of long term obligations of an automobile loan, shareholder loan,
note payable for acquisition and employment contracts. In addition, there is a
capital lease obligation and operating lease obligation as well. The automobile
loan is payable in monthly installments of $1,262 including interest at 6%. As
of December 31, 2004, the loan matures as follows: 2005 - $13,885 and 2006 -
$13,478. The shareholder loan is payable in monthly installments of $5,000
including interest at 3.9%. As of December 31, 2004, the loan matures as
follows: 2005 - $20,077. The note payable for acquisition is payable as follows:
2005 - $200,000. The employment contracts are payable as follows: 2005 -
$132,000. One of the Company's subsidiaries, T3 Media, which ceased operations
in 2001, had entered into a series of capital lease obligations, which the
Company had guaranteed. The Company continues the process of negotiating
buy-outs on these leases. The Company has two operating leases for its corporate
headquarters located in NY and its branch office in NJ. The annual amounts due
for both locations are as follows: 2005 - $308,663, 2006 - $308,663 and 2007 -
$191,100.
As of December 31, 2004, the Company does not have any "Off Balance
Sheet Arrangements".
F-13
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's commitments at December 31, 2004, are comprised of the
following:
- --------------------------------------------------------------------------------------------------------------------------------
CONTRACTUAL OBLIGATIONS PAYMENTS DUE BY PERIOD
-------------------------------------------------------------------------------------------
TOTAL LESS THAN 1 1 - 3 3 - 5 MORE THAN
YEAR YEARS YEARS 5 YEARS
- --------------------------------------------------------------------------------------------------------------------------------
Long Term Obligations
Automobile Loan $ 27,363 $ 13,885 $ 13,478 $ - $ -
Shareholder Loan 20,077 20,077 - - -
Acquisition Note 200,000 200,000 - - -
Employment Contracts 132,000 132,000 - - -
- --------------------------------------------------------------------------------------------------------------------------------
Capital Lease Obligations
Capital Lease - Short Term 290,517 290,517 - - -
- --------------------------------------------------------------------------------------------------------------------------------
Operating Leases
Rent 808,426 308,663 499,763 - -
- --------------------------------------------------------------------------------------------------------------------------------
Total $ 1,478,383 $ 965,142 $ 513,241 $ - $ -
- --------------------------------------------------------------------------------------------------------------------------------
The Company presently employs, Victoria BenTov, the sister of the Chief
Executive Officer and President, as a billable consultant. On January 1, 2005
her salary was increased from $88,000 to $140,000 and she was paid a $10,000
bonus.
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consists of the following:
DECEMBER 31,
-----------------------------------
2004 2003
---------------- ----------------
Accounts payable $490,818 $218,297
Payroll 533,065 552,488
Bonuses 108,956 99,956
Other accrued expenses 533,321 571,989
---------------- ----------------
$1,666,160 $1,442,730
================ ================
9. INCOME TAXES
The Company accounts for income taxes using the liability method in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS 109").
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
F-14
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred tax assets and (liabilities) consist of the following:
DECEMBER 31,
----------------------------------
2004 2003
--------------- ---------------
Licensing revenues $ (53,000) $ (67,000)
Accounts receivable reserve 119,000 157,000
Depreciation and amortization 201,000 243,000
Investments 928,000 981,000
Other 29,000 21,000
Accounting method change (22,500) (45,000)
Net operating losses 4,439,000 5,920,000
----------- -----------
5,640,500 7,210,000
Valuation allowance (5,663,000) (7,255,000)
----------- -----------
$ (22,500) $ (45,000)
=========== ===========
The deferred tax liability at December 31, 2004 and 2003 relates to the change
in accounting methods for tax purposes arising from the IOT acquisition.
Internal Revenue Code Section 382 places a limitation on the
utilization of Federal net operating loss and other credit carry-forwards when
an ownership change, as defined by the tax law, occurs. Generally, this occurs
when a greater than 50 percentage point change in ownership occurs. Accordingly,
the actual utilization of the net operating loss carry-forwards and other
deferred tax assets for tax purposes may be limited annually under Code Section
382 to a percentage (currently about four and a half percent) of the fair market
value of the Company at the time of any such ownership change.
For the year ended December 31, 2004, approximately $1,354,000 of
federal and $760,000 of state net operating losses were utilized to offset
current year income. As a result, at December 31, 2004, the Company has federal
net operating loss carry forwards of approximately $10.2 million which will
begin to expire in 2020. In addition, the Company has state net operating loss
carry forward of approximately $16.4 million remaining which will expire 2009 to
2012. The full utilization of the deferred tax assets in the future is dependent
upon the Company's ability to generate taxable income; accordingly, a valuation
allowance of an equal amount has been established. During the years ended
December 31, 2004, 2003, and 2002, the valuation allowance decreased by
$1,592,000, $69,000 and $5,805,000, respectively.
In March 2002, new legislation was enacted that allowed for losses
incurred in 2001 to be carried back five years. The tax effect relating to this
legislation, amounting to $438,665 was recorded as a refund in the first quarter
of 2002.
Significant components of the provision for income taxes are as
follows:
YEAR ENDED DECEMBER 31,
2004 2003 2002
--------- --------- ---------
Current:
Federal $ 35,625 $ -- $(438,665)
State and local 85,960 46,000 30,000
--------- --------- ---------
Total Current $ 121,585 $ 46,000 $(408,665)
--------- --------- ---------
Deferred:
Federal (5,625) (19,125) (5,063)
State and local (16,875) (3,375) (17,437)
--------- --------- ---------
Total Deferred (22,500) (22,500) (22,500)
--------- --------- ---------
Total $ 99,085 $ 23,500 $(431,165)
========= ========= =========
F-15
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation between the federal statutory rate and the effective
income tax rate for the years ended December 31, 2004, 2003, and 2002.
2004 2003 2002
----------- ----------- -----------
Federal statutory rate 34.0 % (34.0)% (34.0)%
State and local taxes net of federal tax benefit 5.7 45.6 7.0
Non-deductible expenses 5.4 4.8 2.2
Carryback of losses for which no benefit was
previously recorded - (158.78)
Change in valuation allowance (37.68) 7.15 27.51
----- ------ ------
Total 7.42 % 23.55 % (156.07)%
===== ====== ======
10. RETIREMENT PLAN
The Company sponsors a defined contribution plan under Section 401(k)
of the Internal Revenue Code for its employees. Participants can make elective
contributions subject to certain limitations. Under the plan, the Company can
make matching contributions on behalf of all participants. There were no such
contributions made by the Company in 2004, 2003 and 2002.
11. CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and accounts
receivable. The Company maintains its cash balances on deposit with a limited
number of financial institutions. For the year ended December 31, 2004, the
Company had two customers which accounted for 20% and 19% of revenues,
respectively. For the year ended December 31, 2003, the Company had one customer
which represented 28% of revenues. For the year ended December 31, 2002, the
Company had revenues from two customers which represented 25% and 24% of
revenues, respectively. Besides these customers, no other customer represented
greater than 10% of the Company's revenues. Three customers represented
approximately 10%, 14% and 17% of accounts receivable as of December 31, 2004,
and three customers represented approximately 10%, 13% and 15% of accounts
receivable as of December 31, 2003 and two customers represented approximately
17% and 15%, of accounts receivable as of December 31, 2002.
12. LEASES
The Company leases office space under non-cancelable operating leases.
The future minimum payments for all non-cancelable operating leases as of
December 31, 2004 are as follows:
2005 308,663
2006 308,663
2007 191,100
----------
Total minimum future lease payments $ 808,426
==========
Office leases are subject to escalations based on increases in real
estate taxes and operating expenses. Rent expense for the years ended December
31, 2004, 2003, and 2002 was approximately $299,121, $340,000, and $307,000,
respectively.
In 2001, T3 Media stopped paying its capital lease obligations. The
Company was a guarantor of the majority of these obligations and is continuing
the process of negotiating buy-outs of the remaining leases. For the year ended
December 31, 2004, $291,000 of T3 Media's capital lease obligations remained
outstanding.
F-16
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
13. STOCK OPTION PLAN
The Company adopted a Stock Option Plan (the "Plan") that provides for
the grant of stock options that are either "incentive" or "non-qualified" for
federal income tax purposes. The Plan provided for the issuance of up to a
maximum of 150,000 shares of common stock. On May 27, 1998, the shareholders
approved and ratified an increase to the Plan from 150,000 to 225,000 shares of
common stock and on May 24, 2001, the shareholders approved and ratified an
increase to the Plan from 225,000 to 300,000 shares of common stock (subject to
adjustment pursuant to customary anti-dilution provisions).
The exercise price per share of a stock option is established by the
Executive Compensation Committee of the Board of Directors in its discretion,
but may not be less than the fair market value of a share of common stock as of
the date of grant. The aggregate fair market value of the shares of common stock
with respect to which "incentive" stock options are exercisable for the first
time by an individual to whom an "incentive" stock option is granted during any
calendar year may not exceed $100,000.
Stock options, subject to certain restrictions, may be exercisable any
time after full vesting for a period not to exceed ten years from the date of
grant and terminate upon the date of termination of employment. Such period is
to be established by the Company in its discretion on the date of grant.
Information with respect to options under the Company's Plan (adjusted
for reverse stock split that occurred on January 7, 2004) is as follows:
WEIGHTED
NUMBER OF AVERAGE
SHARES EXERCISE PRICE
------ --------------
Balance - January 1, 2002 256,679 $7.94
Granted during 2002 99,500 1.57
Forfeitures during 2002 (107,025) 5.17
-------
Balance - December 31 2002 249,154 6.58
Granted during 2003 1,000 1.81
Exercised during 2003 (11,250) 1.63
Forfeitures during 2003 (80,383) 13.75
-------
Balance - December 31, 2003 158,521 3.27
Granted during 2004 154,750 4.61
Exercised during 2004 (14,688) 1.34
Forfeitures during 2004 (48,020) 4.94
-------
Balance - December 31, 2004 255,563 $3.91
=======
At December 31, 2004, 2003 and 2002, 96,657, 83,959, and 119,154
options, respectively, were exercisable with weighted average exercise prices of
$3.56, $4.78 and $11.48, respectively.
F-17
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the status of the stock options
outstanding and exercisable at December 31, 2004:
STOCK OPTIONS OUTSTANDING
- ---------------------------------------------------------------------------------------------------
NUMBER OF
WEIGHTED WEIGHTED- STOCK
EXERCISE PRICE AVERAGE NUMBER OF REMAINING OPTIONS
RANGE EXERCISE PRICE OPTIONS CONTRACTUAL LIFE EXERCISABLE
- -------------------- ------------------ ------------- ------------------- -----------------
$0.00 - $4.80 $2.411 178,125 6.3 years 86,219
$4.80 - $9.60 $5.909 67,750 5.5 years 750
$14.40 - $19.20 $15.504 8,000 4.9 years 8,000
$19.20 - $24.00 $23.248 188 .3 years 188
$24.00 - $28.80 $27.000 1,000 2.2 years 1,000
$28.80 - $33.60 $30.000 500 3.8 years 500
------- ------
255,563 96,657
======= ======
At December 31, 2004, the Company had 300,000 shares of Common Stock
reserved in connection with the Stock Option Plan.
14. IMPAIRMENT OF ASSETS AND RESTRUCTURING CHARGES
The Company began to restructure its operations in 2000 and has
continued to restructure its operations through 2002. The restructuring was
completed in the first quarter of 2003.
The restructuring charges for the year ended December 31, 2002 was
approximately $150,000, consisting of following:
2002
----------
Write-off of the investment in Always-On Software, Inc. $ 18,000
Write-down of the investment in Methoda Computers Ltd. 132,000
----------
$ 150,000
==========
At December 31, 2004 and 2003, the Company had no restructuring charge
liability. The Company had restructuring charge liabilities of approximately
$11,000 at December 31, 2002. During the year ended December 31, 2002, the
Company recorded additions to its restructuring liability of $125,000 related to
the acquisition of IOT and recorded payments of approximately $275,000
consisting of $141,000 related to the reduction of the leased space, which IOT
formerly occupied, and $134,000 in severance costs.
15. GAIN FROM EXTINGUISHMENT OF DEBT
The 2002 gain from extinguishment of debt relates to T3 Media's capital
lease obligations. The Company was a guarantor of the majority of these
obligations and was able to settle $65,000 of the leases for $16,000 resulting
in the gain from extinguishment of debt of $49,000 in 2002.
16. EMPLOYMENT AGREEMENT OF CHIEF EXECUTIVE OFFICER
The Company has entered into an employment agreement with Shmuel
BenTov, its Chairman, Chief Executive Officer and President, which terminated on
December 31, 2004. The contract calls for a salary of $300,000 per year, which
was subsequently reduced to $240,000 in May 2002. His employment agreement
contains non-competition, non-disclosure and non-solicitation covenants. It also
contains a Board of Director's approved annual bonus that is not to exceed one
percent of the Company's total revenues for the year. In the event that he is
terminated by the Company, he is to receive severance pay that is two times his
then annual salary and is payable within 30 days of the termination.
F-18
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. SALES OF PREFERRED SHARES
In 2002, the Company issued 530,304 shares of Series A Preferred Stock
and 41,311 shares of Series B Preferred Stock. The shares of Series A and Series
B Preferred Stock are convertible into Common Stock on a 4:1 basis, which
reflects the Company's one-for-four reverse stock split that occurred on January
7, 2004 and are subject to further adjustment for stock splits, consolidations
and stock dividends. In addition, the shares of Series A and B Preferred Stock
are entitled to a 7% cumulative dividend payable semi-annually. The Company has
also agreed to grant "piggyback" registration rights to the Preferred
Stockholders for the shares of Common Stock issuable upon conversion of the
Series A and Series B Preferred Stock. The Series A and Series B Preferred Stock
carries a liquidation preference in that the Series A and Series B shareholders
are paid before any other class of stock.
18. (a) SUBSEQUENT EVENTS
On January 21, 2005, the Company entered into a Share Exchange
Agreement (the "Share Exchange Agreement") with Vanguard Info-Solutions
Corporation, a New Jersey corporation ("Vanguard"), the Vanguard shareholders
and the authorized representative of the Vanguard shareholders named therein
providing for an exchange of 7,312,796 shares of the Company's common stock for
all of the issued and outstanding shares of capital stock of Vanguard (the
"Share Exchange"). Additionally, on January 21, 2005, the Company entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement") with Oak Finance
Investments Limited ("Oak"), a British Virgin Islands company, providing for the
sale of between 625,000 and 1,250,000 shares of the Company's common stock to
Oak at a cash purchase price of $8.00 per share (the "Share Issuance"). The
Company's Chairman and CEO, Mr. Shmuel BenTov has also entered into an agreement
under which he has agreed to sell all of his shares of TACT capital stock to Oak
in a separate transaction at $10.25 per share. These transactions require the
approval of a majority of TACT's shares of common stock and preferred stock
voting as a single class and constitutes a change of control.
In addition, the Company's Board of Directors has approved the payment
of a $0.75 per share cash dividend to holders of its common stock and preferred
stock of record at a date to be determined in the future, if the Share Exchange
Agreement and the Share Issuance are consummated.
If the transactions are consummated the Chief Executive Officer of
Vanguard will become the Chief Executive Officer of the combined companies.
These agreements allow Vanguard to appoint three Board of Director
members. Accordingly, subject to the consummation of the Share Exchange
Agreement and the Share Issuance Agreement, the Board of Directors of the
Company have proposed to the shareholders of the Company that they elect Andrew
Ball, William Newman and Joseph Harris to the Board of Directors and Shmuel
BenTov and Reuven Battat will resign from the Board of Directors.
18. (b) SUBSEQUENT EVENTS (UNAUDITED)
In March 2005, the Board of Directors set March 21, 2005 as the record
date for the payment of the $0.75 per share dividend discussed in Note 18. (a)
above.
Under the terms of the loan agreement with Keltic Financial Partners,
LP, their consent to the proposed transaction with Vanguard was required; Keltic
provided their consent in March 2005.
The NASDAQ SmallCap Market rules require the Company to reapply for
initial quotation of our Common Stock in connection with the proposed Share
Exchange and the Share Issuance, since these transactions would result in a
change of control and potentially allow Vanguard, a non-NASDAQ entity, to obtain
a NASDAQ quotation. The Company submitted a reapplication in anticipation of the
Share Exchange and the Share Issuance under the symbol "VSIX." If the Share
Exchange and the Share Issuance are not consummated, the Company will withdraw
this reapplication and its Common Stock will continue to be quoted under the
symbol "TACX".
F-19
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. QUARTERLY RESULTS (UNAUDITED)
The following is a summary of the quarterly results of operations for
the years ended December 31, 2004 and 2003.
QUARTER ENDED
---------------------------------------------------------------------------------------
(in thousands, except per share amounts) MARCH 31, 2004 JUNE 30, 2004 SEPTEMBER 30, 2004 DECEMBER 31, 2004
---------------------------------------------------------------------------------------
Revenues $ 5,801 $ 6,347 $ 6,585 $ 6,302
Gross profit 1,682 1,907 2,098 1,986
Income (loss) from operations 275 337 398 351
Other income(expense): - - - -
Gain from extinguishment of debt - - - -
Net income (loss) 220 298 370 349
Net income (loss) per share-basic
and dilutive $ 0.10 $ 0.14 $ 0.16 $ 0.16
QUARTER ENDED
---------------------------------------------------------------------------------------
MARCH 31, 2003 JUNE 30, 2003 SEPTEMBER 30, 2003 DECEMBER 31, 2003
---------------------------------------------------------------------------------------
Revenues $ 5,110 $ 5,278 $ 5,554 $ 5,704
Gross profit 1,337 1,326 1,561 1,592
Income (loss) from operations (120) (211) 182 106
Other income(expense): - - - -
Gain from extinguishment of debt - - - -
Net income (loss) (144) (221) 168 73
Net income (loss) per share-basic
and dilutive $ (0.07)(1) $ (0.11)(1) $ 0.08 (1) $ 0.03 (1)
- ----------------------------------------------------------------------------------------------------------------------------------
(1) All share and per share amounts have been retroactively restated to reflect
the one-for-four reverse stock split, which occurred on January 7, 2004.
F-20
THE A CONSULTING TEAM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
- ----------------------------------------------------------------------------------------------- ---------------- -----------------
ADDITIONS
-----------------------------------
(1) (2)
--------------- -------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER ACCOUNTS DEDUCTIONS - BALANCES AT
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE END OF PERIOD
- ----------------------------------------------------------- --------------- ------------------- ---------------- -----------------
Reserves and allowances deducted from
asset accounts:
For the year ended December 31, 2004
Allowance for doubtful accounts $ 305,290 $ 145,000 $ - $ (153,462) (a) $ 296,828
For the year ended December 31, 2003
Allowance for doubtful accounts $ 380,472 $ 40,000 $ - $ (115,182) (b) $ 305,290
For the year ended December 31, 2002
Allowance for doubtful accounts $ 652,048 $ 25,000 $ - $ (296,576)( c) $ 380,472
(a) Uncollectible accounts written off during 2004.
(b) Uncollectible accounts written off during 2003.
(c) Uncollectible accounts written off during 2002.
S-1
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
- ------ -----------------------
2.1 Stock Purchase Agreement dated as of June 28, 2002 among the
Registrant, International Object Technology, Inc. and the
Stockholders of International Object Technology, Inc.
incorporated by reference to Exhibit 2.1 to the Form 8-K, as
previously filed with the SEC on July 12, 2002.
3.2 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 to the Form 10Q for the
period ended June 30, 2001, as previously filed with the SEC on
August 10, 2001.
3.2.1 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated August 8, 2002 incorporated by reference to
Exhibit 3.2 to the Form 10-Q for the period ended June 30, 2001,
as previously filed with the SEC on August 14, 2002.
3.2.2 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated November 12, 2002, incorporated by reference
to Exhibit 3.2.2 to the Form 10-Q for the period ended September
30, 2002, as previously filed with the SEC on November 14, 2002.
3.2.3 Certificate of Amendment of the Certificate of Incorporation of
the Registrant dated January 5, 2004, incorporated by reference
to Exhibit 3.2.3 to the Form 8-K dated January 8, 2004, as
previously filed with the SEC on January 8, 2004.
3.3 Amended and Restated By-Laws of the Registrant, incorporated by
reference to Exhibit 3.3 to the Registration Statement on Form
SB-2 as previously filed with the SEC on August 6, 1997.
3.4 Amendment No. 1 to the Amended and Restated Bylaws of the
Registrant incorporated by reference to Exhibit 3.4 to the Form
10-Q for the period ended June 30, 2003, as previously filed with
the SEC on August 14, 2003.
4.1 Specimen Common Stock Certificate, incorporated by reference to
Exhibit 4 to the Registration Statement on Form SB-2 as
previously filed with the SEC on July 23, 1997.
4.2 Registration Rights Agreement dated as of July 19, 2002 among the
Registrant and those persons listed on Schedule I attached
thereto, incorporated by reference to Exhibit 4.1 to the Form 8-K
dated July 19, 2002, as previously filed by the SEC on July 25,
2002.
10.1.1 Stock Option and Award Plan of the Registrant and Form of
Nonqualified Stock Option Agreement, incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form SB-2 as
previously filed with the SEC on August 6, 1997.
10.1.2 Amendment to the Stock Option and Award Plan of the Registrant,
incorporated by reference to Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8 as previously filed with
the SEC on June 25, 1998.
10.1.3 Amendment No. 2 to the Stock Option and Award Plan of the
Registrant, incorporated by reference to Exhibit C to the
Registrant's 2001 Proxy Statement on Schedule 14A, as previously
filed with the SEC on April 30, 2001.
10.2 Amended and restated Loan and Security Agreement between the
Registrant and Keltic Financial Partners, LP, dated March 23,
2004.
10.3 Employment Agreement, dated January 1, 2002, between the
Registrant and Shmuel BenTov, incorporated by reference to
Exhibit 10.5 to the Form 10-K for the fiscal year ended December
31, 2001, as previously filed with the SEC on April 1, 2002.
10.4 Employment Agreement, dated September 11, 2001, between the
Registrant and Richard Falcone, incorporated by reference to
Exhibit 10.8 to the Form 10-K/A for the fiscal year ended
December 31, 2001, as filed with the SEC on April 4, 2002.
10.5 Form of S Corporation Termination, Tax Allocation and
Indemnification Agreement, incorporated by reference to Exhibit
10.4 to the Registration Statement on Form SB-2, as previously
filed with the SEC on August 6, 1997.
10.6 Letter of Undertaking from the Registrant and Shmuel BenTov,
incorporated by reference to Exhibit 10.9 to the Registration
Statement on Form SB-2, as previously filed with the SEC on July
23, 1997.
10.7 Shmuel BenTov Letter Commitment, dated March 29, 2001,
incorporated by reference to Exhibit 10.10 to the Form 10-K for
the fiscal year ended December 31, 2000, as previously filed with
the SEC on April 2, 2001.
10.8 Employment Agreement dated as of July 19, 2002 between the
Registrant and Dr. Piotr Zielczynski, incorporated by reference
to Exhibit 10.1 to the Form 8-K dated July 19, 2002, as
previously filed with the SEC on July 25, 2002.
10.9 Employment Agreement dated as of July 19, 2002 between the
Registrant and Ilan Nachmany, incorporated by reference to
Exhibit 10.2 to the Form 8-K dated July 19, 2002, as previously
filed with the SEC on July 25, 2002.
10.10 Employment Agreement dated as of July 19, 2002 between the
Registrant and Sanjeev Welling, incorporated by reference to
Exhibit 10.3 to the Form 8-K dated July 19, 2002, as previously
filed with the SEC on July 25, 2002.
10.11 Form of Indemnification Agreement between the Registrant and each
of its Directors and its Chief Executive Officer, incorporated by
reference to Exhibit 10.12 to the Form 10-Q for the period ended
September 30, 2003 as filed with the SEC on November 11, 2003.
23.1 Consent of Grant Thornton, LLP
31.1 Certification of Chief Executive Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.