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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

(Registrant’s 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 issuer’s 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

Answerthink, Inc.

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION

    

Item 1. Financial Statements

    

Consolidated Balance Sheets as of April 2, 2004 and January 2, 2004

   3

Consolidated Statements of Operations for the Quarters Ended April 2, 2004 and April 4, 2003

   4

Consolidated Statements of Cash Flows for the Quarters Ended April 2, 2004 and April 4, 2003

   5

Notes to Consolidated Financial Statements

   6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   11

Item 3. Quantitative and Qualitative Disclosures About Market Risk

   15

Item 4. Controls and Procedures

   15

PART II OTHER INFORMATION

    

Item 1. Legal Proceedings

   17

Item 6. Exhibits and Reports on Form 8-K

   17

SIGNATURES

   18

INDEX TO EXHIBITS

   19

 

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Table of Contents

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Answerthink, Inc.

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.

 

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Answerthink, Inc.

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.

 

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Answerthink, Inc.

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.

 

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Answerthink, Inc.

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

 

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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 Company’s stock-based compensation plans would be determined based on the fair value at the grant dates for awards under those plans. Had the Company adopted SFAS No. 123 in accounting for its stock option plans, the Company’s 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.

 

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Table of Contents

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 Company’s 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
January 2,

2004


   Additions to
Accrual


   Expenditures

   

Accrual

Balance at
April 2,

2004


Closure and consolidation of facilities and related exit costs

   $ 2,840    $ —      $ (212 )   $ 2,628
    

  

  


 

 

2002 Restructuring Accrual

 

    

Accrual

Balance at
January 2,

2004


   Additions to
Accrual


   Expenditures

   

Accrual

Balance at
April 2,

2004


Closure and c