SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 2, 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 0-24343
Answerthink, Inc.
(Exact name of Registrant as specified in its charter)
| FLORIDA | 65-0750100 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 1001 Brickell Bay Drive, Suite 3000 Miami, Florida |
33131 | |
| (Address of principal executive offices) | (Zip Code) | |
(305) 375-8005
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. YES x NO ¨
Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Securities Exchange Act of 1934). YES x NO ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
As of April 30, 2004, there were 44,976,766 shares of common stock outstanding.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| April 2, 2004 |
January 2, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 54,934 | $ | 54,441 | ||||
| Accounts receivable and unbilled revenue, net of allowance of $2,114 and $1,757, at April 2, 2004 and January 2, 2004, respectively |
25,754 | 24,877 | ||||||
| Prepaid expenses and other current assets |
4,137 | 4,260 | ||||||
| Total current assets |
84,825 | 83,578 | ||||||
| Marketable investments |
10,000 | 10,000 | ||||||
| Restricted cash |
3,000 | 3,000 | ||||||
| Property and equipment, net |
8,511 | 8,714 | ||||||
| Other assets |
3,009 | 3,211 | ||||||
| Goodwill, net |
26,720 | 26,720 | ||||||
| Total assets |
$ | 136,065 | $ | 135,223 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 3,618 | $ | 3,793 | ||||
| Accrued expenses and other liabilities |
24,521 | 26,195 | ||||||
| Total current liabilities |
28,139 | 29,988 | ||||||
| Commitments and contingencies |
||||||||
| Shareholders equity |
||||||||
| Preferred stock, $.001 par value, 1,250,000 authorized, none issued and outstanding |
| | ||||||
| Common stock, $.001 par value, authorized 125,000,000 shares; issued: 48,487,212 shares at April 2, 2004; 48,290,640 shares at January 2, 2004 |
48 | 48 | ||||||
| Additional paid-in capital |
275,585 | 274,481 | ||||||
| Unearned compensation |
(7,747 | ) | (8,367 | ) | ||||
| Treasury stock, at cost, 3,550,279 shares at April 2, 2004 and January 2, 2004 |
(7,686 | ) | (7,686 | ) | ||||
| Accumulated deficit |
(152,274 | ) | (153,241 | ) | ||||
| Total shareholders equity |
107,926 | 105,235 | ||||||
| Total liabilities and shareholders equity |
$ | 136,065 | $ | 135,223 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Quarter Ended |
|||||||
| April 2, 2004 |
April 4, 2003 |
||||||
| Revenues: |
|||||||
| Revenues before reimbursements |
$ | 31,558 | $ | 32,856 | |||
| Reimbursements |
3,531 | 3,929 | |||||
| Total revenues |
35,089 | 36,785 | |||||
| Costs and expenses: |
|||||||
| Project personnel and expenses: |
|||||||
| Project personnel and expenses before reimbursable expenses |
17,955 | 21,562 | |||||
| Reimbursable expenses |
3,531 | 3,929 | |||||
| Total project personnel and expenses |
21,486 | 25,491 | |||||
| Selling, general and administrative expenses |
11,981 | 12,540 | |||||
| Stock compensation expense |
802 | | |||||
| Total costs and operating expenses |
34,269 | 38,031 | |||||
| Income (loss) from operations |
820 | (1,246 | ) | ||||
| Other income: |
|||||||
| Interest income |
190 | 224 | |||||
| Income (loss) before income taxes |
1,010 | (1,022 | ) | ||||
| Income taxes |
43 | | |||||
| Net income (loss) |
$ | 967 | $ | (1,022 | ) | ||
| Basic net income (loss) per common share: |
|||||||
| Net income (loss) per common share |
$ | 0.02 | $ | (0.02 | ) | ||
| Weighted average common shares outstanding |
44,825 | 46,296 | |||||
| Diluted net income (loss) per common share: |
|||||||
| Net income (loss) per common share |
$ | 0.02 | $ | (0.02 | ) | ||
| Weighted average common and common equivalent shares outstanding |
49,438 | 46,296 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Quarter Ended |
||||||||
| April 2, 2004 |
April 4, 2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 967 | $ | (1,022 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
1,111 | 1,226 | ||||||
| Provision for doubtful accounts |
500 | 150 | ||||||
| Non-cash compensation expense |
802 | | ||||||
| Changes in assets and liabilities, net of effects from acquisitions: |
||||||||
| Decrease (increase) in accounts receivable and unbilled revenue |
(1,377 | ) | 1,157 | |||||
| Decrease (increase) in prepaid expenses and other assets |
(6 | ) | 1,700 | |||||
| Decrease in accounts payable |
(175 | ) | (1,522 | ) | ||||
| Decrease in accrued expenses and other liabilities |
(1,581 | ) | (5,126 | ) | ||||
| Net cash provided by (used in) operating activities |
241 | (3,437 | ) | |||||
| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(577 | ) | (273 | ) | ||||
| Increase in restricted cash |
| (5 | ) | |||||
| Purchases of marketable investments |
(5,000 | ) | | |||||
| Proceeds from calls, sales and maturities of marketable investments |
5,000 | | ||||||
| Cash used in acquisition of business |
(93 | ) | | |||||
| Net cash used in investing activities |
(670 | ) | (278 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
922 | | ||||||
| Repurchases of common stock |
| (1,664 | ) | |||||
| Net cash provided by (used in) financing activities |
922 | (1,664 | ) | |||||
| Net increase (decrease) in cash and cash equivalents |
493 | (5,379 | ) | |||||
| Cash and cash equivalents at beginning of period |
54,441 | 63,419 | ||||||
| Cash and cash equivalents at end of period |
$ | 54,934 | $ | 58,040 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The consolidated financial statements of Answerthink, Inc. (Answerthink or the Company) include the accounts of the Company and all of its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Companys financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States of America for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended January 2, 2004 included in the Form 10-K filed by the Company with the Securities and Exchange Commission. The consolidated results of operations for the quarter ended April 2, 2004 are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.
2. Revenue Recognition
The Company derives revenues from fees for services generated on a project-by-project basis. Revenues for services rendered are recognized on a time and materials basis or on a fixed-fee or capped-fee basis. Revenues for time and materials contracts are recognized based on the number of hours worked by the Companys consultants at an agreed upon rate per hour and are recognized in the period in which services are performed. Revenues related to fixed-fee or capped-fee contracts are recognized on the proportional performance method of accounting based on the ratio of labor hours incurred to estimated total labor hours. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted dollar amount used in this calculation excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed the Companys original estimate. These increases can be as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, the Companys project delivery, office of risk management and finance personnel review hours incurred and estimated total labor hours to complete projects and any revisions in these estimates are reflected in the period in which they become known.
Unbilled revenues represent revenues for services performed that have not been invoiced. If the Company does not accurately estimate the scope of the work to be performed, or does not manage the projects properly within the planned periods of time or does not meet the clients expectations under the contracts, then future consulting margins may be negatively affected or losses on existing contracts may need to be recognized. Any such resulting reductions in margins or contract losses could be material to the Companys results of operations. Revenues before reimbursements exclude reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenues, and an equivalent amount of reimbursable expenses is included in project personnel and expenses.
The agreements entered into in connection with a project, whether time and materials based or fixed-fee or capped-fee based, typically allow the Companys clients to terminate early due to breach or for convenience with 30 days notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with clients that limit the Companys right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services that it might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.
6
Answerthink, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
3. Pro Forma Impact of Employee Stock Option Plans
The Company applies Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and related interpretations, in accounting for its stock option plans related to the grant of stock options and stock-based awards to employees (including independent directors). In accordance with APB Opinion No. 25, compensation expense, if any, is generally based on the difference between the exercise price of an option, or the amount paid for an award, and the market price or fair value of the underlying common stock at the date of the award or at the measurement date for variable awards. Stock-based compensation arrangements involving non-employees are accounted for under Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, under which such arrangements are accounted for based on the fair value of the option or award.
Under SFAS No. 123, compensation cost for the Companys stock-based compensation plans would be determined based on the fair value at the grant dates for awards under those plans. Had the Company adopted SFAS No. 123 in accounting for its stock option plans, the Companys consolidated net income (loss) and net income (loss) per share for the quarters ended April 2, 2004 and April 4, 2003 would have been adjusted to the pro forma amounts indicated as follows (in thousands, except per share data):
| Quarter Ended |
||||||||
| April 2, 2004 |
April 4, 2003 |
|||||||
| Net income (loss), as reported |
$ | 967 | $ | (1,022 | ) | |||
| Total stock-based employee pro forma compensation expense determined under fair value based method for all awards, net of related tax expense (benefits) |
$ | (581 | ) | $ | (1,927 | ) | ||
| Pro forma net income (loss) |
$ | 386 | $ | (2,949 | ) | |||
| Basic net income (loss) per common share: |
||||||||
| As reported |
$ | 0.02 | $ | (0.02 | ) | |||
| Pro forma |
$ | 0.01 | $ | (0.06 | ) | |||
| Diluted net income (loss) per common share: |
||||||||
| As reported |
$ | 0.02 | $ | (0.02 | ) | |||
| Pro forma |
$ | 0.01 | $ | (0.06 | ) | |||
4. Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. With regard to restricted stock and restricted stock units issued to employees, the calculation includes only the vested portion of such stock.
Net income (loss) per common share assuming dilution is computed by dividing net income (loss) by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period. For the quarter ended April 2, 2004, potentially dilutive securities included 3,613,409 shares of unvested restricted stock and restricted stock units issued to employees and 999,601 shares of common stock issuable upon the exercise of stock options and warrants following the treasury stock method.
Potentially dilutive shares were excluded from the diluted loss per share calculation for the quarter ended April 4, 2003 because their effects would have been anti-dilutive to the loss incurred by the Company. Therefore, the amounts reported for basic and diluted net loss per share were the same for the quarter ended April 4, 2003. Potentially dilutive securities which were not included in the diluted loss per share calculation for the quarter ended April 4, 2003 include 181,007 shares of unvested restricted stock issued to employees and 137,828 shares of common stock issuable upon the exercise of stock options and warrants following the treasury stock method.
7
Answerthink, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5. Accounts Receivable and Unbilled Revenue, Net
Accounts receivable and unbilled revenues, net consists of the following (in thousands):
| April 2, 2004 |
January 2, 2004 |
|||||||
| Accounts receivable |
$ | 16,172 | $ | 18,632 | ||||
| Unbilled revenue |
11,696 | 8,002 | ||||||
| Allowance for doubtful accounts |
(2,114 | ) | (1,757 | ) | ||||
| $ | 25,754 | $ | 24,877 | |||||
6. Restructuring Accrual
The Company recorded restructuring costs of $10.9 million and $5.6 million in fiscal years 2002 and 2001, respectively, for reductions in consultants and functional support personnel and for closure and consolidation of facilities and related exit costs. These actions were taken as a result of the continued decline in demand for technology services to better align the Companys overall cost structure and organization with anticipated demand for services. In 2003, the Company recorded restructuring costs of $4.9 million to increase existing restructuring accruals to account for potentially higher estimated losses on the sublease of facilities as a result of lower than expected sublease rates and longer than expected time estimates to sublease excess facilities.
The following table sets forth the detail and activity in the restructuring expense accrual during the quarter ended April 2, 2004 (in thousands):
2001 Restructuring Accrual
| Accrual Balance at 2004 |
Additions to Accrual |
Expenditures |
Accrual Balance at 2004 | ||||||||||
| Closure and consolidation of facilities and related exit costs |
$ | 2,840 | $ | | $ | (212 | ) | $ | 2,628 | ||||
2002 Restructuring Accrual
| Accrual Balance at 2004 |
Additions to Accrual |
Expenditures |
Accrual Balance at 2004 | ||||||||||
| Closure and c | |||||||||||||