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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 0-28074 |
Sapient Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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04-3130648 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
25 First Street, Cambridge, MA 02141
(Address of Principal Executive Offices) (Zip Code)
(617) 621-0200
(Registrants 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 registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the 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
Companys 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
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Securities Exchange
Act of
1934). Yes þ No o
The aggregate market value of the voting stock held by
non-affiliates of the Company was approximately
$518.4 million on June 30, 2004 based on the last
reported sale price of the Companys common stock on the
Nasdaq National Market on June 30, 2004.
There were 124,366,892 shares of the Companys common
stock outstanding as of March 4, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Companys Proxy Statement for the Annual
Meeting of Stockholders to be held on May 24, 2005 are
incorporated by reference in Items 10, 11, 12, 13 and
14 of Part III of this Report.
SAPIENT CORPORATION
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2004
TABLE OF CONTENTS
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, Managements 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 expectations change.
1
PART I
General
Sapient Corporation (Sapient or the
Company) is a leading business consulting and
technology services firm that plans, designs, implements and
manages information technology to improve business performance
for Global 2000 clients. Sapient was founded in 1991 based on a
single promise: to deliver the right business results on time
and on budget. Our model combines industry, design, technology
and process expertise, working together in a creative and
disciplined approach, to provide clients with the highest
business value at the lowest total cost of ownership. Sapient
has offices across the United States and in Canada, Germany,
India and the United Kingdom.
Clients choose Sapient because of our commitment and
determination to do whatever it takes to deliver meaningful
results for them. We have a relentless focus on making an impact
on our clients businesses. We are able to deliver superior
returns for our clients by addressing the biggest problem that
most companies face when purchasing business-enabling technology
projects: the majority of technology projects are finished late
or over budget, lack promised capabilities or simply are never
finished. Using our unique
Sapient | Approach
project methodology, we plan, design, implement and manage
technology solutions that are designed to deliver tangible
business value to our clients in the form of increased revenues,
reduced costs and more effective utilization of assets. We
deliver services and solutions for the price and within the time
frame we promise to our clients, further enhancing the return to
the client on its technology investment.
Our clients can enhance their returns on their technology
investments through our Global Distributed
Deliverysm
(GDD) model, which enables us to deliver complex technology
solutions across multiple geographies. Many distributed
development models involve simply building software applications
from a remote location or augmenting domestic project teams with
people that travel from overseas. These models have limited
ability to deliver dynamic, business critical solutions, which
require ongoing business involvement and user input. By
contrast, our GDD model involves a single, coordinated
effort between development teams in a remote location (typically
highly skilled technology specialists in our New Delhi and
Bangalore, India offices) and development and client teams in
North America or Europe. To work effectively in this globally
distributed environment, we have built extensive expertise and
processes in managing business specifications and project
management issues between the various development teams that are
necessary to enable continuous project work. By using our
GDD model, we deliver complex, high-quality solutions to
our clients at a lower cost, and deliver these solutions more
rapidly by working across multiple time zones. In addition to
solution design and implementation, most of our long-term
engagement and outsourcing relationships leverage GDD.
We deliver our services in the United States primarily through
four industry business units: financial services; technology,
education, communications and health; automotive, consumer and
energy; and public services. Outside of the United States, we
deliver our services primarily through our United Kingdom,
Germany and Canada business units. Within our international
business units, we focus our sales and delivery efforts on
certain industry specializations. Both our U.S. and
international business units also include people based in our
India offices. Through our global industry focus, we have
developed an extensive understanding of our clients
markets and can effectively address the market dynamics and
business opportunities that our clients face. This understanding
further enables us to identify and focus on critical,
industry-specific business processes that are specifically
enabled by technology. Further information about our
international operations and our operating segments is located
in Note 2 in the Notes to Consolidated Financial Statements
included in this Annual Report.
Sapient was incorporated in Delaware in 1991. Our executive
offices are located at 25 First Street, Cambridge, MA 02141, and
our telephone number is (617) 621-0200. Our stock is traded
on the Nasdaq National Market under the symbol SAPE.
Our Internet address is http://www.sapient.com. Material
contained on our Web site is not incorporated by reference into
this Annual Report. Unless the context
2
otherwise requires, references in this Annual Report to
Sapient, we, us or
our refer to Sapient Corporation and its
subsidiaries.
Our Services
We provide business consulting and technology services that
deliver value throughout the life cycle of our clients
project investments, as follows:
Planning Business and Technology Investments. We align
business, customer and technology goals to create executable
roadmaps that improve business performance enabled by
technology. We help our clients plan their technology
investments through engagements such as business application
planning, e-business and web strategy consulting, enterprise
architecture planning, governance strategy, outsourcing
strategy, industry business process consulting, and user
research and assessments. Combining our deep expertise in
diverse technologies and our understanding of our clients
business issues, we can, typically within six to twelve weeks,
clarify and optimize our clients application portfolio,
redefine their supporting organizational and business processes
and develop a road map to achieving their desired application
portfolio.
Designing and Implementing Projects. We use our expertise
in business processes, enabling technologies and applications,
and user-centered design to create business and technology
solutions that achieve significant returns on our clients
investments. The solutions that we design and implement for our
clients include, but are not limited to, redesigned business
processes, data warehousing and business intelligence solutions,
e-business and web-based solutions, creative design solutions,
enterprise architecture and integration and industry-focused
package and custom solutions. We also provide program management
services for our projects and our clients other
initiatives. We have expertise in both custom software
development and working with existing software packages such as
application integration packages, content management and
delivery systems, customer relationship management software and
order management systems. Additionally, we are able to fully
integrate our technology solutions with our clients legacy
systems.
Managing Applications. We apply our deep expertise in
industry packages and e-business applications to increase
service levels, reduce costs and maximize returns from existing
systems. We manage our clients critical technology
applications utilizing our GDD model, both for solutions
that we develop and for third party systems. Our services
include application management, quality assistance and testing
and other long-term outsourcing services. We are increasingly
entering into multi-year outsourcing contracts with our clients
to provide combinations of these services. Our management and
outsourcing services help our clients realize significant
long-term value from their technology investments.
We have many years of experience in planning, designing,
implementing and managing technologies that can improve our
clients businesses, including more than 14 years of
experience with client/server and UNIX solutions, more than
12 years of experience integrating package applications
with legacy systems, more than 10 years of experience with
Internet solutions and more than 8 years of experience with
wireless technologies. More recently, we have been an early
implementer of new technologies such as Microsoft.NET, Web
Services, and Business Process Management platforms. We combine
this technology expertise with our design skills and our deep
understanding of user needs to ensure that our client solutions
are effectively adopted by their intended audiences.
The Sapient Approach
Our unique project methodology,
Sapient | Approach is
designed to address the biggest problem that most companies face
when pursuing business-enabling technology projects: the
majority of technology projects are finished late or over
budget, lack promised capabilities or simply are never finished.
We continually iterate on this approach to provide better value
to our clients. Sapient |
Approach enables us to commit to delivering our solutions within
the price and schedule that we have promised to our clients.
Further, our approach enables us to create technology solutions
that bring together business, user and technology requirements
to solve our clients business problems. These solutions
are designed to deliver tangible business value to clients in
the form of increased revenues, reduced costs and more effective
utilization of assets. We believe that our
3
approach differentiates us from our competitors, and that our
clients derive substantial benefits from the following elements
of this approach:
We are committed to our clients success. We are
passionate about delivering measurable business results to our
clients and helping them succeed. We define our success by
whether we enable our clients to attain their desired business
value. For more than a decade, we have helped many of the
worlds top companies realize significant value from their
technology investments. Our culture is built around client
value. It is collaborative, forthright and characterized by a
determination to do whatever it takes to deliver meaningful
results to our clients.
We hold ourselves accountable to our clients and our
clients success in achieving their business
objectives. Therefore, we seek to tie our pricing to our
clients achievement of their business objectives. We have
developed a strong legacy of delivering our solutions on-time
and on-budget, ever since our formation in 1991. Because of our
extensive experience delivering projects, and our expertise with
large-scale, complex project management, we can successfully
deliver our solutions within the price and time frame we have
promised our clients. Our legacy of helping our clients deliver
on-time and on-budget helps them avoid the lost business value
that occurs when technology projects are finished late or over
budget, lack promised capabilities or are never finished. In
some cases, we further hold ourselves accountable for delivering
business value by aligning our fees with the results our clients
receive, placing our fees at risk and sharing in the rewards
realized by our clients.
We deliver superior returns on our clients investments
through our globally distributed model. We offer a fully
integrated, GDD capability that allows us to deliver the
lowest total cost of ownership compared to other delivery
models. Through our GDD model, we are able to create
high-value solutions for our clients quickly and at a
competitive cost advantage, thereby increasing overall value. We
maintain the high quality of our solutions by employing
Indias highly skilled business and technology specialists.
Because these specialists are highly trained in managing complex
projects on a globally distributed basis and are aligned with
our business units in North America and Europe, we successfully
deliver complex technology solutions and ongoing application
management services that typically cannot be accomplished under
traditional remote development models.
We provide industry, process and technology expertise and
assets to ensure success. We have accumulated valuable
assets and expertise that we utilize for the benefit of our
clients. These assets and expertise enable us to develop
innovative solutions, deliver these solutions rapidly, provide
high quality solutions, reduce risk and lower the overall
project cost. These assets and expertise include technology
standards, best practices, techniques, designs, code frameworks
and business software solutions specific to our clients
business, processes and technology objectives.
For a presentation of the financial information about the
geographic areas in which we conduct our business, please see
Item 7 Managements Discussion and
Analysis of Financial Condition and Results of Operations
and Note 2(r) to our audited financial statements. The
principal risks and uncertainties facing our business,
operations and financial condition are discussed in
Part II, Managements Discussion and Analysis of
Financial Condition and Results of Operations Risk
Factors on page 35 of this Annual Report.
Strategic Context, People and Culture
We have established and continuously promote a strong corporate
culture, based on core values, that is critical to our success.
Our core values are client-focused delivery, leadership,
relationships, creativity, openness and people growth.
Our unwavering attention to the Companys strategic
context purpose, vision, goals, core values
and people and client value propositions has enabled
us to adapt and thrive in a fast-changing market, as we strive
to build a great company that has a long-lasting impact on the
world. This unique element of our business was recognized by
Harvard Business School in a case study on Sapient. The case,
written in 2004, will be taught as part of the Business
Schools organizational and leadership class.
4
To encourage the realization of our core values, we reward
teamwork and evaluate our peoples performance, and promote
people, based on their adoption of and adherence to the core
values. Also, we conduct an intensive orientation program to
introduce new hires to our core values, and conduct internal
communications and training initiatives that define and promote
the core values. Our rate of voluntary turnover was 15.4% for
2004, a decrease from 22.1% in 2003. Our objective is to further
reduce our voluntary turnover rate for 2005, as a result of our
numerous initiatives to enhance the value proposition we offer
to our people.
As of December 31, 2004, we had 2,314 full-time
employees, composed of 1,898 project personnel, 371 general and
administration personnel and 45 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.
Selling and Marketing
The Companys marketing team strives to create and sustain
clients loyalty to Sapient as their preferred business and
technology consultants. To build Sapients brand awareness
in markets in which we operate, we conduct marketing initiatives
at both the corporate and industry business unit levels in the
United States, and at the geographic level in other countries in
which we operate.
Our dedicated marketing personnel undertake a variety of
marketing activities, including developing and implementing our
overall marketing strategy, communicating and strengthening
Sapients brand and reputation, sponsoring focused
multi-client events to build relationships and share our thought
leadership, cultivating media and industry analyst relations,
conducting market research and analysis, sponsoring and
participating in targeted conferences, creating marketing assets
to assist client-development teams and publishing our Web site,
www.sapient.com.
Our sales professionals are primarily organized along industry
lines, both within our United States business units and our
other international offices. We believe that the industry and
geographic focus of our sales professionals enhances their
knowledge and expertise in these industries and generates
additional client engagements.
We continue 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 others
technology solutions to customers, and training and transferring
knowledge regarding each others 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
systems consulting and implementation firms and clients
internal information systems departments. We also compete
regularly with offshore outsourcing companies, and we expect
competition from these companies to increase in the future,
especially on development, support and maintenance and
outsourcing engagements. We compete to a lesser extent with
specialized e-business consulting firms, strategy consulting
firms and packaged technology vendors. 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 can often offer a
larger and more diversified suite of products and services than
we offer. Consequently, these competitors may win client
engagements by significantly discounting their services in
exchange for a clients promise to purchase other goods and
services from the competitor either concurrently or in the
future.
5
We believe that the principal competitive factors in our markets
include: ability to solve business problems; expertise and
talent with advanced technologies; global scale; expertise in
delivering complex projects on a globally distributed basis;
quality and speed of delivery; price of solutions; industry
knowledge; understanding of user experiences and sophisticated
project and program management capability.
We believe that we compete favorably when considering these
factors, and that our ability to rapidly deliver business value
to our clients on a fixed-price basis using our GDD model,
and our successful track record in doing so, 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, subcontractors, vendors,
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 often retain ownership of
certain development tools and may be granted a license to use
the solutions for certain purposes. 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.
Where To Find More Information
We make our public filings with the Securities and Exchange
Commission, including our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and all exhibits and amendments to these reports,
available free of charge at our Web site,
http://www.sapient.com, as soon as reasonably practicable after
we file such material with the SEC. We also make available on
our Web site reports filed by our executive officers and
Directors on Forms 3, 4 and 5 regarding their ownership of
our securities. These materials are available in the
Investor Relations portion of our Web site, under
the link SEC Filings, and on the SECs Web
site, http://www.sec.gov. You may also read or copy any
materials we file with the SEC at the SECs Public
Reference Room at 450 Fifth Street, N.W., Washington, DC
20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
Our headquarters and principal administrative, finance, selling
and marketing operations are located in approximately
28,000 square feet of leased office space in Cambridge,
Massachusetts. We also lease offices in the New York
metropolitan area, the Washington D.C. metropolitan area,
San Francisco, Chicago, Atlanta, Los Angeles, Detroit,
Düsseldorf, London, Munich, New Delhi, Bangalore and
Toronto. Our United States offices are shared by our four U.S.
business units, and our international offices are used by our
applicable geographic business units.
6
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| Item 3. |
Legal Proceedings |
We are not a party to any material legal proceedings.
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| Item 4. |
Submission of Matters to a Vote of Security Holders |
Not Applicable.
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 4, 2005. All such persons have been elected to serve
until their successors are elected and qualified or until their
earlier resignation or removal.
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Preston B. Bradford
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Mr. Bradford joined Sapient in September 1994. Mr. Bradford
was appointed as Senior Vice President in April 2000 and as
Executive Vice President in February 2004. Prior to joining
Sapient, Mr. Bradford held various positions with Sprint
Corporation, a telecommunications company, from July 1980
to August 1994. |
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Sheeroy D. Desai
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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. |
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Jerry A. Greenberg
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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 Sapients inception. |
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Alan J. Herrick
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Mr. Herrick joined Sapient in March 1995. Mr. Herrick was
appointed as Vice President in December 1996 and was appointed
as Executive Vice President in June 2002. |
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Scott J. Krenz
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Mr. Krenz joined Sapient in December 2004 as Chief Financial
Officer. Prior to joining Sapient, Mr. Krenz served as Vice
President and Treasurer of EDS from September 1998 to February
2004, and as Chief Financial Officer for EDSs Europe,
Middle East and Africa (EMEA) business from July 1994 to August
1998. |
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J. Stuart Moore
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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 Sapients inception. |
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Jane E. Owens
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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. |
7
PART II
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| Item 5. |
Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities |
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.
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Low | |
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2003
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First Quarter
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$ |
2.25 |
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$ |
1.53 |
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Second Quarter
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$ |
3.14 |
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$ |
1.55 |
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Third Quarter
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$ |
4.38 |
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$ |
2.80 |
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Fourth Quarter
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$ |
5.95 |
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$ |
3.68 |
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2004
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First Quarter
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$ |
7.19 |
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$ |
5.21 |
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Second Quarter
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$ |
6.54 |
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$ |
4.69 |
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Third Quarter
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$ |
8.44 |
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$ |
4.79 |
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Fourth Quarter
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$ |
9.25 |
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$ |
7.59 |
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On March 4, 2005, the last reported sale price of our
common stock was $7.47 per share. As of March 4, 2005,
there were approximately 368 holders of record of our
common stock and approximately 21,000 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.
Issuer Purchases of Equity Securities
None.
8
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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 Managements Discussion and
Analysis of Financial Condition and Results of Operations
included elsewhere in this Annual Report. The Balance Sheet Data
at December 31, 2004 and 2003 and the Statement of
Operations Data for each of the three years ended
December 31, 2004, 2003 and 2002 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, 2002, 2001 and 2000 and the Statement of
Operations Data for each of the two years ended
December 31, 2001 and 2000 have been derived from the
audited Consolidated Financial Statements for such years, not
included in this Annual Report.
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Years Ended December 31, | |
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2004 | |
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2003 | |
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2002 | |
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2001 | |
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2000 | |
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(In thousands, except per share data) | |
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Statement of Operations Data(1)(2)(3):
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Service revenues
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$ |
253,936 |
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$ |
184,795 |
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$ |
173,811 |
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$ |
325,165 |
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$ |
502,964 |
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Operating expenses:
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Project personnel costs, before reimbursable expenses
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142,512 |
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111,967 |
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133,275 |
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230,581 |
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247,981 |
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Selling and marketing costs
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15,208 |
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18,501 |
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26,192 |
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27,880 |
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33,743 |
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General and administrative costs
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71,282 |
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57,523 |
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79,338 |
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128,574 |
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134,241 |
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Restructuring and other related charges
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|
|
1,108 |
|
|
|
2,135 |
|
|
|
66,885 |
|
|
|
100,079 |
|
|
|
|
|
| |
Impairment of goodwill and intangible assets
|
|
|
|
|
|
|
|
|
|
|
107,430 |
|
|
|
|
|
|
|
|
|
| |
Amortization of intangible assets
|
|
|
515 |
|
|
|
1,772 |
|
|
|
4,328 |
|
|
|
28,126 |
|
|
|
11,328 |
|
| |
Stock-based compensation
|
|
|
779 |
|
|
|
1,089 |
|
|
|
3,161 |
|
|
|
4,449 |
|
|
|
2,165 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
22,532 |
|
|
|
(8,192 |
) |
|
|
(246,798 |
) |
|
|
(194,524 |
) |
|
|
73,506 |
|
|
Gain on equity investment change in interest
|
|
|
|
|
|
|
|
|
|
|
1,755 |
|
|
|
1,407 |
|
|
|
|
|
|
Other income (expense)
|
|
|
65 |
|
|
|
2,729 |
|
|
|
33 |
|
|
|
(4,677 |
) |
|
|
(1,250 |
) |
|
Interest income
|
|
|
2,655 |
|
|
|
1,902 |
|
|
|
4,312 |
|
|
|
9,393 |
|
|
|
11,678 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes, net equity loss from
investees and loss from discontinued operations
|
|
|
25,252 |
|
|
|
(3,561 |
) |
|
|
(240,698 |
) |
|
|
(188,401 |
) |
|
|
83,934 |
|
|
Income tax provision (benefit)
|
|
|
2,433 |
|
|
|
1,337 |
|
|
|
(18,585 |
) |
|
|
(3,091 |
) |
|
|
33,925 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before net equity loss from investees and loss
from discontinued operations
|
|
|
22,819 |
|
|
|
(4,898 |
) |
|
|
(222,113 |
) |
|
|
(185,310 |
) |
|
|
50,009 |
|
|
Net equity loss from investees
|
|
|
|
|
|
|
|
|
|
|
(349 |
) |
|
|
(499 |
) |
|
|
(878 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
22,819 |
|
|
|
(4,898 |
) |
|
|
(222,462 |
) |
|
|
(185,809 |
) |
|
|
49,131 |
|
|
Loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(6,741 |
) |
|
|
(3,959 |
) |
|
|
(2,171 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$ |
22,819 |
|
|
$ |
(4,898 |
) |
|
$ |
(229,203 |
) |
|
$ |
(189,768 |
) |
|
$ |
46,960 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Years Ended December 31, | |
| |
|
| |
| |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except per share data) | |
|
Basic net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$ |
0.19 |
|
|
$ |
(0.04 |
) |
|
$ |
(1.78 |
) |
|
$ |
(1.50 |
) |
|
$ |
0.41 |
|
|
Loss from discontinued operations
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.02 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
0.19 |
|
|
$ |
(0.04 |
) |
|
$ |
(1.83 |
) |
|
$ |
(1.53 |
) |
|
$ |
0.39 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
|
$ |
(1.78 |
) |
|
$ |
(1.50 |
) |
|
$ |
0.37 |
|
|
Loss from discontinued operations
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.05 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.02 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
$ |
0.18 |
|
|
$ |
(0.04 |
) |
|
$ |
(1.83 |
) |
|
$ |
(1.53 |
) |
|
$ |
0.35 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
|
|
|
123,040 |
|
|
|
121,188 |
|
|
|
124,961 |
|
|
|
124,256 |
|
|
|
119,191 |
|
|
Weighted average dilutive common share equivalents
|
|
|
5,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,573 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and dilutive common share
equivalents
|
|
|
128,458 |
|
|
|
121,188 |
|
|
|
124,961 |
|
|
|
124,256 |
|
|
|
133,764 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working capital
|
|
$ |
118,684 |
|
|
$ |
143,158 |
|
|
$ |
135,325 |
|
|
$ |
243,699 |
|
|
$ |
318,467 |
|
|
Total assets
|
|
|
269,603 |
|
|
|
226,900 |
|
|
|
262,653 |
|
|
|
474,870 |
|
|
|
604,154 |
|
|
Long-term debt, less current portion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity(4)
|
|
$ |
185,933 |
|
|
$ |
152,412 |
|
|
$ |
155,804 |
|
|
$ |
380,770 |
|
|
$ |
525,400 |
|
|
|
| (1) |
We ceased operations of our Japanese subsidiary in December
2002. As a result, operating results of this subsidiary for 2002
and for all prior periods presented have been collapsed and
reclassified into a single line item under the caption
Loss from discontinued operations. See Note 17
in the Notes to Consolidated Financial Statements. |
| |
| (2) |
All share and per share data have been retroactively adjusted to
reflect the two-for-one stock split effected as a
100 percent stock dividend paid on August 28, 2000. |
| |
| (3) |
On January 1, 2002, we adopted Statement of Accounting
Standards No. 142, Goodwill and Other Intangible
Assets, and ceased amortizing goodwill. During the years
ended December 31, 2001 and 2000, our operating results
include $18.9 million and $7.5 million, respectively,
of goodwill amortization. In addition, certain amounts in
previously issued financial statements have been reclassified to
conform to the current year presentation. The reclassifications
had no effect on reported net income (loss). |
| |
| (4) |
We have never declared or paid any cash dividends. |
|
|
| Item 7. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
Overview
Sapient is a leading business consulting and technology services
firm that plans, designs, implements and manages information
technology to improve business performance for Global 2000
clients. Sapient was founded in 1991 based on a single promise:
to deliver the right business results on time and on budget. Our
fixed-price/fixed-time model, combined with our industry,
design, technology and process expertise, provides clients with
the highest business value at the lowest total cost of
ownership. We have offices across the United States and in
Canada, the United Kingdom, Germany and India.
Throughout 2004 we experienced an increase in demand for our
services as customers continue to invest in the
technology-related business initiatives we provide. In addition,
we see indications that demand for our services will continue to
grow through 2005 as we continue to build and expand on our
relationships with our existing customers. Our service revenues
were $253.9 million for 2004, a 37% increase from service
revenues
10
of $184.8 million for 2003, and a 46% increase from service
revenues of $173.8 million for 2002. We have focused on
increasing our recurring revenues and we have made progress
during 2004 in furtherance of this strategic initiative and will
continue to focus on increasing recurring revenue in 2005. Our
recurring revenues were 25% of our services revenues in 2004
compared to 17% in 2003. Recurring revenues are revenue
commitments of a year or more in which the client has committed
spending levels to Sapient or chosen Sapient as an exclusive
provider of certain services. During 2005, certain of these
recurring revenue agreements will end, while others may be
signed.
As a global company, our revenues are denominated in multiple
currencies and may be significantly affected by currency
exchange-rate fluctuations. The strengthening of various
currencies versus the U.S. dollar has resulted in favorable
currency translation and increased our reported revenues,
operating expenses and operating income. For the year ended
December 31, 2004, service revenues increased 37% compared
to 2003, of which 6% was attributable to the effects of foreign
currency exchange rates. If the U.S. dollar strengthens
against other currencies, the resulting unfavorable currency
translation could result in lower reported U.S. dollar
revenues, operating expenses and operating income and result in
U.S. dollar revenue growth lower than growth in local
currency terms. We cannot predict the volatility of foreign
currency rate fluctuations against the U.S. dollar.
Our annualized service revenues per billable employee declined
during 2004 to $145,000 in the fourth quarter of 2004 from
$153,000, $169,000 and $179,000 for the third, second and first
quarters of 2004, respectively. Our utilization rate for the
fourth quarter of 2004 was 76%, compared to 75%, 77% and 76% for
the third, second and first quarters of 2004, respectively.
Despite our utilization rate remaining relatively flat
throughout the year, the decline in our annualized service
revenue per billable employee can primarily be attributed to a
decline in revenue generated by contractors, which are not
considered employees, from the first quarter of 2004 through the
third quarter of 2004, and a lower utilization amongst our
senior people who were focused on marketing of longer-term deals
in the fourth quarter of 2004 compared to the third quarter of
2004.
As a result of the increase in demand for our services, we have
been increasing the number of our project personnel in order to
effectively staff our client engagements and achieve the desired
staffing mix in terms of experience level and role. Currently,
we are retaining subcontractors in certain cases to fill
specific project needs. If we are not successful in maintaining
effective staffing levels, our ability to achieve our service
revenue and profitability objectives will be adversely affected.
Our ability to effectively staff our engagements and achie