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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

     
þ
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
    For the fiscal year ended December 31, 2001
 
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-28074


Sapient Corporation

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
  04-3130648
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

ONE MEMORIAL DRIVE, CAMBRIDGE, MA 02142

(Address of Principal Executive Offices) (Zip Code)

(617) 621-0200

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value per share

      Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

      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 the Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.     o

      The aggregate market value of the voting stock held by non-affiliates of the Company was approximately $391,565,000 on March 15, 2002 based on the last reported sale price of the Company’s common stock on the Nasdaq National Market on March 15, 2002. There were 126,740,115 shares of common stock outstanding as of March 15, 2002.

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on June 6, 2002 are incorporated by reference in Items 10, 11, 12 and 13 of Part III of this Report.




TABLE OF CONTENTS

Item 1.Business
Item 2.Properties
Item 3.Legal Proceedings
Item 4.Submission of Matters to a Vote of Security Holders
Item 5.Market for the Company’s Common Equity and Related Stockholder Matters
Item 6.Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 10. Directors and Executive Officers of the Company
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
EX-10.7(A) Performance Incentive Bonus Plan
EX-10.7(B) Performance Incentive Bonus Plan
Ex-21 Subsidiaries of the Registrant
Ex-23.1(a) Consent of PricewaterhouseCoopers LLP


Table of Contents

SAPIENT CORPORATION

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2001

TABLE OF CONTENTS

             
Page

Item 1.
  Business     2  
Item 2.
  Properties     5  
Item 3.
  Legal Proceedings     5  
Item 4.
  Submission of Matters to a Vote of Security Holders     5  
Item 5.
  Market for Company’s Common Equity and Related Stockholder Matters     7  
Item 6.
  Selected Financial Data     8  
Item 7.
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     9  
Item 7A.
  Quantitative and Qualitative Disclosures About Market Risk     33  
Item 8.
  Financial Statements and Supplementary Data     34  
Item 9.
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     66  
Item 10.
  Directors and Executive Officers of the Company     66  
Item 11.
  Executive Compensation     66  
Item 12.
  Security Ownership of Certain Beneficial Owners and Management     66  
Item 13.
  Certain Relationships and Related Transactions     66  
Item 14.
  Exhibits, Financial Statement Schedules and Reports on Form 8-K     66  
Signatures     67  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included in this Annual Report, other than statements of historical facts, regarding our strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives are forward-looking statements. When used in this Annual Report, the words “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee future results, levels of activity, performance or achievements and you should not place undue reliance on our forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the risks described in Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” and elsewhere in this Annual Report. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or strategic investments. In addition, any forward-looking statements represent our expectation only as of the day this Annual Report was first filed with the SEC and should not be relied on as representing our expectations as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

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PART I

Item 1. Business

General

      Sapient, a leading business and technology consultancy, helps Global 2000 clients achieve explicit business outcomes through the rapid application and support of advanced information technology, primarily on a fixed-price basis. We are focused on delivering business value to our clients by understanding the key business problems they face and by solving those problems. We create value for our clients through our combination of broad skills, fixed price approach, speed and reliability, and our culture. Our many years of experience with large-scale program management and fixed-price delivery enable us to successfully deliver our solutions in the form and within the timeframe we promise to our clients.

      Our global presence enables us to understand and address the business issues that our clients are facing in both local and global contexts. In addition to offices in 10 cities throughout the United States, we have offices in Düsseldorf, London, Munich, New Delhi, Tokyo and Toronto, and we are a 50% owner of a consulting joint venture in Milan. Our global distributed delivery model, which is primarily operated through our office in New Delhi, allows us to provide high-quality solutions at a lower cost and the ability to work 24 hours each day across multiple time zones, by utilizing India’s highly skilled technology specialists. Further information about our international operations is located in Note 2(s) in the Notes to Consolidated Financial Statements included in this Annual Report. We employed approximately 2,100 people worldwide as of March 15, 2002.

      We deliver our services primarily through six industry business units: financial services; technology and communications; consumer and transportation; automotive and industrial services; public services; and energy services. Through this industry alignment, we have developed an extensive understanding of our clients’ markets that helps us to effectively address the market dynamics and business opportunities that our clients face.

      Sapient was incorporated in Delaware in 1991. Our executive offices are located at One Memorial Drive, Cambridge, MA 02142, and our telephone number is (617) 621-0200. Our stock is traded on the Nasdaq National Market under the symbol “SAPE” and is included in the Standard & Poor’s (S&P) 500 Index. Our Internet address is http://www.sapient.com. Material contained on our website is not incorporated by reference into this Annual Report. Unless the context otherwise requires, references in this Annual Report to “Sapient,” “we,” “us” or “our” refer to Sapient Corporation and its subsidiaries.

Our Services and Approach

      Our primary focus is to understand the business problems that our clients are facing and provide the solutions that enable our clients to solve those problems. Our solutions are designed to deliver tangible business value to clients in the form of increased revenues, reduced costs and more effective utilization of assets. Our clients turn to us for assistance with business needs such as leveraging advanced technology to generate revenues and gain cost reductions and operational efficiencies, revising their business model and processes to take advantage of advanced technology and integrating advanced technology solutions across multiple platforms and with existing legacy systems. We believe the following elements of our approach are key to providing effective solutions to our clients and are key differentiators which distinguish us from our competitors:

        We are outcome driven. We build our delivery teams and approach to produce the right solutions and the right results for our clients. We focus on explicit business outcomes that our clients can achieve through our solutions, and we define our success by whether those outcomes are reached. For the last decade, we have helped many of the world’s top companies realize significant value from their technology investments. Our culture is engineered around client value. It is collaborative, forthright and characterized by a determination to do whatever it takes to deliver results.
 
        We have a unique approach. The Sapient Approach, which has been refined and improved continuously for 11 years, is designed to ensure the success of our clients’ technology investments. It is

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  structured around an initial set of workshops (Fusions) that create alignment and momentum across all business and technology users. We bring our multi-disciplinary skills to bear on all phases of our client work. We offer clients the opportunity to use our global distributed delivery model. Through our global distributed delivery model, we are able to create high-value solutions for our clients quickly and at a competitive cost advantage. With team members located across different time zones, we are able to work 24 hours each day for design and implementation. The quality of our solutions is enhanced by utilizing India’s highly skilled technology specialists. This model also allows us to deliver solutions to our clients at a lower cost, thereby increasing overall value.
 
        We deliver solutions with speed and reliability. We discover, assess, plan and deliver solutions at speed, while they still matter. From our industry-specific expertise that provides us with an understanding of the threats and opportunities our clients face, to our focused approach to project planning and delivery, we have built our capabilities around rapid delivery. Our rapid and iterative workshop-based approach to building client consensus and our around-the-clock delivery timescales through global distributed delivery also contribute to our ability to work quickly.
 
        We are focused on advanced technology. Through our work in merging the best of advanced technology with the still-valuable components of legacy systems, we create value by capturing the advantages of advanced technologies. We have a long history of delivering advanced technology solutions, including eleven years’ experience with client/server technologies, more than seven years’ experience with Internet solutions, more than five years’ experience with wireless and three years’ experience with broadband solutions. We also have extensive experience working with other technology companies and integrating their solutions.
 
        We understand people. Technology solutions deliver real business value only if they are designed with a deep understanding of the people who have to use the technology. Through our user research, strategy and design capabilities, we ensure that our client solutions are effectively adopted by their intended audiences.
 
        We have a fixed price and time mentality. Since 1991, we have been delivering large, complex projects on a fixed-price basis. Our extensive experience with these types of engagements has enabled us to successfully deliver solutions at the price and within the timeframe we have promised to our clients.

      The principal risks and uncertainties facing our business, operations and financial condition are discussed in Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” on page 27 of this Annual Report.

People and Culture

      We have developed a strong corporate culture that is critical to our success. Our core values are client-focused delivery, leadership, relationships, creativity, openness and people growth.

      To encourage the achievement of these core values, we reward teamwork and promote individuals who demonstrate these values. Also, we have an intensive orientation program for new employees to introduce them to our core values, as well as a number of internal communications and training initiatives defining and promoting these core values. We believe that our low voluntary employee turnover rates and overall success are attributable, in large part, to the high caliber of our employees and our commitment to maintaining the values on which our success has been based.

      As of December 31, 2001, we had 2,427 full-time employees, composed of 1,882 project personnel, 453 general and administration personnel and 92 sales and marketing personnel. As a result of a planned reduction in our workforce which occurred in February 2002, we had 2,105 full-time employees as of March 15, 2002, composed of 1,627 project personnel, 385 general and administrative personnel and 93 sales and marketing personnel. None of our employees are subject to a collective bargaining agreement. We believe that we have good relationships with our employees.

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Selling and Marketing

      The role of Sapient’s marketing program is to create and sustain preference and loyalty among our clients for Sapient as their preferred business and technology consultants. Marketing is performed at the corporate and industry business unit levels.

      Our dedicated marketing personnel undertake a variety of marketing activities, including sponsoring focused multi-client events to demonstrate our thought leadership, media and industry analyst outreach, market analysis, recruitment marketing, sponsoring and participating in targeted conferences, holding private briefings with individual companies and publishing of our website, www.sapient.com.

      Our sales professionals are primarily organized along our six industry business units. We believe that the industry focus of our sales professionals and of our industry business unit marketing teams enhances their knowledge and expertise in these industries and generates additional client engagements.

      We are also continuing to actively build relationships and strategic alliances with other technology companies and packaged technology vendors. These relationships involve a wide range of joint activities, including working jointly on client engagements, evaluating and recommending each other’s technology solutions to customers, and training and transferring knowledge regarding each other’s solutions. We believe that these relationships and strategic alliances will enable us to provide better delivery and value to our existing clients and will attract new clients through referrals and joint engagements.

      Our written agreements with our clients contain varying terms and conditions, including in some instances the right of the client to terminate the agreement with limited advance notice or penalty. We do not believe it is generally appropriate to characterize these agreements as backlog.

Competition

      The markets for the services we provide are highly competitive. We believe that we currently compete principally with large accounting and consulting firms and systems consulting and implementation firms. We compete to a lesser extent with specialized e-business consulting firms, offshore outsourcing companies, strategy consulting firms, other packaged technology vendors and our clients’ own internal information systems groups. Some of our competitors have significantly greater financial, technical and marketing resources, and generate greater revenues and have greater name recognition, than we do. These competitors are often able to offer greater scale and breadth of products and services, which in some instances has enabled them to significantly discount their services in exchange for revenues in other areas or at later dates.

      We believe that the principal competitive factors in our markets include: ability to solve business problems; expertise and talent with advanced technologies; global presence; quality and speed of delivery; price of solutions; industry knowledge; user experience and sophisticated project and program management capability.

      We believe that we compete favorably when considering these factors and that our willingness and ability to rapidly deliver business value to our clients through advanced technology solutions on a fixed-price basis distinguishes us from our competitors.

Intellectual Property Rights

      We rely upon a combination of trade secrets, nondisclosure and other contractual arrangements, and copyright and trademark laws to protect our proprietary rights. We enter into confidentiality agreements with our employees, consultants and clients, and limit access to and distribution of our proprietary information.

      Our services involve the development of business and technology solutions for specific client engagements. Ownership of these solutions is the subject of negotiation and is frequently assigned to the client, although we may retain a license for certain uses. Certain of our clients have prohibited us from marketing the solutions developed for them for specified periods of time or to specified third parties, and we anticipate that certain of our clients will demand similar or other restrictions in the future.

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Item 2. Properties

      Our headquarters and principal administrative, finance, selling and marketing operations are located in approximately 88,000 square feet of leased office space in Cambridge, Massachusetts. We also lease offices in New York (2), San Francisco, Chicago, Atlanta, Dallas, Los Angeles, Washington D.C., Denver, Houston, Düsseldorf, London, Munich, New Delhi, Tokyo and Toronto. In connection with the restructuring plan announced on February 26, 2002, we will further reduce our office space at each of our office locations in the United States.

Item 3. Legal Proceedings

      We are not a party to any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

      Not Applicable.

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Executive Officers of Sapient

      Below are the name, age and principal occupations for the last five years of each executive officer of Sapient, as of March 15, 2002. All such persons have been elected to serve until their successors are elected and qualified or until their earlier resignation or removal.

         
Sheeroy D. Desai
  36   Mr. Desai joined Sapient in 1991 and has served as Executive Vice President since September 1994. Mr. Desai served as Co-Chief Operating Officer from October 1999 until May 2000, and has served as Chief Operating Officer since April 2001.
Jerry A. Greenberg
  36   Mr. Greenberg co-founded Sapient in 1991 and has served as Co-Chairman of the Board of Directors and Co-Chief Executive Officer and as a director since Sapient’s inception.
Steven J. Hoffman
  48   Mr. Hoffman joined Sapient in January 2001 as Senior Vice President. Prior to joining Sapient, Mr. Hoffman served as President of Concrete Media, Inc., a business consulting company, from January 2000 to July 2000, and as Managing Director of Exchange Partners LLC, a business consulting company, from May 1996 to January 2000.
Susan D. Johnson
  36   Ms. Johnson joined Sapient in February 1994 and served as Chief Financial Officer from February 1994 until January 2000. Ms. Johnson served as Senior Vice President from January 2000 to February 2002. Ms. Johnson resumed the position of Chief Financial Officer in February 2002.
J. Stuart Moore
  40   Mr. Moore co-founded Sapient in 1991 and has served as Co-Chairman of the Board of Directors and Co-Chief Executive Officer and as a director since Sapient’s inception.
Jane E. Owens
  48   Ms. Owens joined Sapient in September 2000 as Senior Vice President, General Counsel and Secretary. Prior to joining Sapient, Ms. Owens served as Senior Vice President, General Counsel and Secretary of the Dial Corporation, a consumer products company, from May 1997 to September 2000, and as Vice President, General Counsel and Assistant Secretary of the Timberland Company, an apparel company, from September 1992 to May 1997.
Bruce D. Parker
  54   Mr. Parker joined Sapient in December 1999 as an Executive Vice President. Mr. Parker has been a director of Sapient since September 1995. From December 1997 until December 1999, Mr. Parker served as Senior Vice President and Chief Information Officer at United Airlines, Inc. From September 1994 to December 1997, Mr. Parker was Senior Vice President — Management Information Systems and Chief Information Officer at Ryder System Inc., a transportation company.

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PART II

 
Item 5. Market for the Company’s Common Equity and Related Stockholder Matters

  (a) Market Price of Common Stock

      Our common stock is quoted on the Nasdaq National Market under the symbol “SAPE.” The following table sets forth, for the periods indicated, the high and low intraday sale prices for our common stock, and has been adjusted to reflect the two-for-one stock split effected as a 100% stock dividend paid on August 28, 2000.

                   
High Low


2000
               
 
First Quarter
  $ 75.59     $ 33.06  
 
Second Quarter
  $ 60.25     $ 27.25  
 
Third Quarter
  $ 74.53     $ 40.06  
 
Fourth Quarter
  $ 45.75     $ 8.94  
2001
               
 
First Quarter
  $ 19.88     $ 6.97  
 
Second Quarter
  $ 15.25     $ 5.23  
 
Third Quarter
  $ 9.80     $ 3.15  
 
Fourth Quarter
  $ 8.60     $ 3.54  

      On March 15, 2002, the last reported sale price of our common stock was $4.65 per share. As of March 15, 2002, there were approximately 400 holders of record of our common stock and approximately 36,000 beneficial holders of our common stock.

      We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.

  (b) Use of Proceeds

      The following information updates the use of proceeds information that we previously provided relating to securities that we sold pursuant to Registration Statements on Form S-1 (Registration Nos. 333-1586 and 333-3204) in connection with our initial public offering, both of which were declared effective on April 3, 1996. During the year ended December 31, 2001, we utilized all of the remaining proceeds from our initial public offering. We used approximately $11.1 million in connection with our restructuring actions and the remaining $17 million in connection with working capital for the operation of our business. None of the proceeds were used as finder’s fees or other payments to any of our directors, officers or other affiliates, except for payments we made in the ordinary course of business to our directors and officers for directors’ fees, salary and bonus out of our working capital.

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Item 6. Selected Financial Data

SELECTED CONSOLIDATED FINANCIAL DATA

      The following selected consolidated financial data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report. The Balance Sheet Data at December 31, 2001 and 2000 and the Statement of Operations Data for the three years ended December 31, 2001 have been derived from the audited Consolidated Financial Statements for such years, included elsewhere in this Annual Report. The Balance Sheet Data at December 31, 1999, 1998 and 1997 and the Statement of Operations Data for the two years ended December 31, 1998 have been derived from the audited Consolidated Financial Statements for such years, not included in this Annual Report.

                                             
Years Ended December 31,

2001 2000 1999 1998 1997





(In thousands, except per share data)
Statement of Operations Data(1)(2):
                                       
Revenues
  $ 329,698     $ 503,339     $ 276,844     $ 164,872     $ 92,027  
Operating expenses:
                                       
 
Project personnel costs
    235,766       249,279       134,638       80,543       44,623  
 
Selling and marketing costs
    27,949       33,903       21,429       11,269       6,074  
 
General and administrative costs
    131,729       135,424       69,388       41,675       22,571  
 
Restructuring and other related charges
    100,640                          
 
Amortization of intangible assets
    28,126       11,328       2,284       687        
 
Stock-based compensation
    4,449       2,165       2,029       4,499        
 
In-process research and development
                      11,100        
 
Acquisition costs
                2,340             560  
     
     
     
     
     
 
   
Total operating expenses
    528,659       432,099       232,108       149,773       73,828  
     
     
     
     
     
 
Income (loss) from operations
    (198,961 )     71,240       44,736       15,099       18,199  
Gain on equity investment change in interest
    1,407                          
Other expense
    (4,677 )     (1,250 )                  
Interest income
    9,407       11,678       4,227       2,925       2,058  
     
     
     
     
     
 
Income (loss) before income taxes, net equity loss from investees and minority interest
    (192,824 )     81,668       48,963       18,024       20,257  
Income tax provision (benefit)
    (3,091 )     33,925       18,506       8,660       7,703  
     
     
     
     
     
 
Income (loss) before net equity loss from investees and minority interest
    (189,733 )     47,743       30,457       9,364       12,554  
Net equity loss from investees
    (499 )     (878 )     (157 )            
Minority interest in net loss of consolidated subsidiary
    464       95                    
     
     
     
     
     
 
Net income (loss)
  $ (189,768 )   $ 46,960     $ 30,300     $ 9,364     $ 12,554  
     
     
     
     
     
 
Basic net income (loss) per share
  $ (1.53 )   $ 0.39     $ 0.27     $ 0.09     $ 0.13  
     
     
     
     
     
 
Diluted net income (loss) per share
  $ (1.53 )   $ 0.35     $ 0.24     $ 0.08     $ 0.12  
     
     
     
     
     
 
Weighted average common shares
    124,256       119,191       111,418       104,456       99,148  
Weighted average common share equivalents
          14,573       14,208       10,348       8,332  
     
     
     
     
     
 
Weighted average common shares and common share equivalents
    124,256       133,764       125,626       114,804       107,480  
     
     
     
     
     
 

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December 31,

2001 2000 1999 1998 1997





(In thousands)
Balance Sheet Data:
                                       
Working capital
  $ 257,818     $ 318,467     $ 257,251     $ 121,779     $ 76,409  
Total assets
    474,870       604,154       343,189       182,955       98,867  
Long-term debt, less current portion
                             
Total stockholders’ equity(3)
    380,770       525,400       304,959       154,814       82,307  


(1)  This selected consolidated financial data gives retroactive effect to our acquisition of Adjacency, Inc. (Adjacency) in March 1999 and EXOR Technologies, Inc. (EXOR) in December 1997, each of which has been accounted for as a pooling-of-interests. As a result of these business combinations, the financial information shown above has been restated to include the accounts and results of operations of Adjacency and EXOR for all periods presented. See Note 14 of Notes to Consolidated Financial Statements.
 
(2)  All share and per share data have been retroactively adjusted to reflect the two-for-one stock splits effected as 100 percent stock dividends paid on August 28, 2000, November 5, 1999 and March 9, 1998.
 
(3)  We have never declared or paid any cash dividends.

 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

      Our financial results for 2001 declined substantially from our financial results for 2000, due primarily to the decrease in the demand for our services, and the demand, in general, for advanced technology consulting services. This decrease reflected the declining economic climate in the United States in late 2000 and in 2001. As a result of this decrease in demand, our revenues for the year ended December 31, 2001 decreased 34% from our revenues for the year ended December 31, 2000, and our net income declined from $47.0 million for the year ended December 31, 2000 to a net loss of $189.8 million for the year ended December 31, 2001. Our quarterly revenues declined sequentially throughout the year, with our revenues for the three month periods ended March 31, June 30, September 30 and December 31, 2001 decreasing 22%, 20%, 20% and 10%, respectively, from each of the previous quarters. We expect to experience a further decline in our revenues, and flat or declining operating results, for the quarter ended March 31, 2002, which could continue into future quarters. As a result of the losses incurred for the year ended December 31, 2001 and the expected further decline in our revenues in the first quarter of 2002, we reduced our work force in March 2001, July 2001 and February 2002. We also reduced office space in cities throughout the United States and closed our Sydney, Australia office. Although our operating cash flow for the year ended December 31, 2001 resulted in a use of cash of $33.6 million, our cash, cash equivalents and short-term investments at December 31, 2001 were $244.5 million, and we anticipate our balance of cash, cash equivalents and short-term investments to be in excess of $200 million at the end of the first quarter of 2002. We believe that our existing cash, cash equivalents and short-term investments will be sufficient to meet our working capital, capital expenditure and restructuring requirements for at least the next 18 months.

      We cannot predict when the market for advanced technology consulting services will improve. When the market does improve, we cannot predict whether, and to what extent, the demand for our services will increase. We believe that the current lack of demand for advanced technology consulting services will continue during the first part of 2002, and that our operations and financial results will continue to be negatively affected during that period. Any continued decline in our revenues will have a significant impact on our financial results, particularly because a significant portion of our operating costs (such as personnel, rent and depreciation) are fixed in advance of a particular quarter. As a result, despite cost savings realized from our March 2001 and July 2001 restructuring plans, and anticipated cost savings from our additional restructuring actions announced in February 2002, our costs for project personnel, sales and marketing and general and administrative could continue to increase as a percentage of revenues, thereby affecting our operating results. Also, despite the March 2001 and July 2001 restructuring plans, we announced a further reduction in our workforce in February 2002 due to an expected further decline in our revenues and flat or declining operating results for the quarter ended March 31, 2002. As a result of this reduction, we had 2,105 full-time employees as of March 15, 2002, composed of 1,627 project personnel, 385 general and administrative personnel and 93

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sales and marketing personnel. We expect to take a restructuring charge in the first quarter of 2002 of approximately $50 to $55 million, which will consist of severance and related expenses from the reduction in workforce, and other charges related to office space consolidations. We expect cost savings from the restructuring plan announced in February 2002 of approximately $4 million in the first quarter of 2002, and approximately $20 million per quarter thereafter upon full implementation of the announced plan.

      Our future revenues and operating results may also fluctuate from quarter to quarter based on the number, size and scope of projects in which we are engaged, the contractual terms and degree of completion of such projects, any delays incurred in connection with a project, employee utilization rates, the adequacy of provisions for losses, the use of estimates of resources required to complete ongoing projects, general economic conditions and other factors. In addition, revenues from a large project or client may constitute a significant portion of our total revenues in a particular quarter.

Summary of Critical Accounting Policies; Significant Judgments and Estimates

      Our discussion and analysis of our financial condition and results of operations are based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are regularly monitored and analyzed by management for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

      A summary of those accounting policies that we believe are most critical to fully understanding and evaluating our financial results is set forth below. This summary should be read in conjunction with our Consolidated Financial Statements and the related Notes included elsewhere in this Annual Report.

  • Revenue Recognition and Allowance for Doubtful Accounts. We recognize all of our revenue from the provision of professional services under written service contracts with our clients. We derive a significant portion of our revenue from fixed-price, fixed-timeframe contracts. All revenue generated from fixed-price contracts is recognized on the percentage-of-completion method of accounting, based on labor hours incurred to total labor hours. This method is used since reasonably dependable estimates of the revenues and costs applicable to various stages of a contract can be made, based on historical experience and milestones set in the contract. Our failure to accurately estimate the resources required for a project, or our failure to complete our contractual obligations in a manner consistent with the project plan upon which our fixed-price, fixed-timeframe contract was based, could adversely affect our overall profitability and could have a material adverse effect on our business, financial condition and results of operations. We have been required to commit unanticipated additional resources to complete projects in the past, which has resulted in lower than anticipated profitability or losses on those contracts. We may experience similar situations in the future. In addition, we may fix the price for some projects at an early stage of the process, which could result in a fixed price that turns out to be too low and, therefore, would adversely affect our business, financial condition and results of operations.

  Our project delivery and industry business unit finance personnel continually review labor hours incurred and total labor hours, resulting in revisions to the amount of recognized revenue for a contract. If we do not accurately estimate the resources required or the scope of work to be performed for a contract or we do not manage the project properly within the planned time period, then we may recognize a loss on the contract. Provisions for estimated losses on uncompleted contracts are made on a contract-by-contract basis and are recognized in the period in which such losses are determined.
 
  All revenue from time-and-materials contracts is recognized as services are provided. In some instances during 2001 and 2000, we provided services to clients in exchange for equity instruments of

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  the client. We measure the fair value of the equity instrument on the date the parties come to a mutual understanding of the terms of the arrangement and a commitment for performance by us to earn the equity instruments is reached, or when the equity is earned, whichever occurs earlier. For the years ended December 31, 2001 and 2000, $156,000 and $2.1 million, respectively, of equity was received for services rendered. Earnings recognized in excess of the amounts invoiced to clients are classified as unbilled revenues. Amounts invoiced to clients in excess of revenue recognized are classified as deferred revenues.
 
  We recognize revenue for services only in those situations where collection from the client is probable. Our normal payment terms are 30 days from invoice date. Our project delivery and industry business unit finance personnel continuously monitor timely payments from our clients and assess any collection issues. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients to make required payments. We base our estimates on our historical collection and write-off experience, current trends, credit policy, detailed analysis of specific client situations and percentage of our accounts receivable by aging category. While such credit losses have historically been within our expectations and the allowances we established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. If the financial condition of our clients were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances may be required. Our failure to accurately estimate the losses for doubtful accounts and ensure that payments are received on a timely basis could have a material adverse effect on our business, financial condition and results of operations.
 
  We also incur “out-of-pocket” expenses which are reimbursable by the client. Through December 31, 2001, these expenses were accounted for as a reduction of the related costs. Effective January 1, 2002, reimbursements received for out-of-pocket expenses incurred will be characterized as revenue in our statement of operations. See page 33 for “New Accounting Pronouncement.”

  • Accounting for Income Taxes. We record income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. Our financial statements contain certain deferred tax assets which have arisen primarily as a result of operating losses incurred in 2001, as well as other temporary differences between book and tax accounting. Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. We evaluate the weight of all available evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. As a result of operating losses incurred in 2001, anticipated additional operating losses for the first quarter of 2002 and uncertainty as to the extent and timing of profitability in future periods, we recorded a full valuation allowance of approximately $72.6 million during the year ended December 31, 2001. The decision to record the valuation allowance required significant judgment. Had we not recorded this allowance, we would have reported materially different results. If the realization of deferred tax assets in the future is considered more likely than not, an adjustment to the deferred tax assets would increase net income in the period such determination was made. The amount of the deferred tax asset considered realizable is based on significant estimates, and it is at least reasonably possible that changes in these estimates in the near term could materially affect our financial condition and results of operations. Our effective tax rate may vary from period to period based on changes in estimated taxable income or loss, changes to the valuation allowance, changes to federal, state or foreign tax laws, future expansion into areas with varying country, state, and local income tax rates, deductibility of certain costs and expenses by jurisdiction and as a result of acquisitions.
 
  • Valuation of Long-Lived Assets. In accordance with Financial Accounting Standards Board Statement No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be

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  Disposed of,” the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances, both internally and externally, that may suggest impairment. Factors we consider important which could trigger an impairment review include:

  significant underperformance relative to historical or projected future operating results;
 
  significant negative industry or economic trends;
 
  significant decline in our stock price for a sustained period; and
 
  our market capitalization relative to net book value.

  If such circumstances exist, we evaluate the carrying value of long-lived assets to determine if impairment exists based upon estimated undiscounted future cash flows over the remaining useful life of the assets and comparing that value to the carrying value of the assets. If the carrying value of the asset is greater than the estimated future cash flows, the asset is written down to its estimated fair value. In determining expected future cash flows, assets are grouped at the lowest level for which cash flows are identifiable and independent of cash flows from other asset groups. To date, no such impairment has been indicated. Our cash flow estimates contain management’s best estimates, using appropr