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 1, 2005
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 29, 2005, there were 42,936,706 shares of common stock outstanding.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
| April 1, 2005 |
December 31, 2004 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 13,837 | $ | 38,890 | ||||
| Marketable investments |
28,830 | | ||||||
| Accounts receivable and unbilled revenue, net of allowance of $2,109 at April 1, 2005 and December 31, 2004 |
28,842 | 28,883 | ||||||
| Prepaid expenses and other current assets |
2,374 | 3,459 | ||||||
| Total current assets |
73,883 | 71,232 | ||||||
| Marketable investments |
4,909 | 9,902 | ||||||
| Restricted cash |
2,705 | 3,000 | ||||||
| Property and equipment, net |
6,927 | 7,568 | ||||||
| Other assets |
2,813 | 3,245 | ||||||
| Goodwill, net |
34,591 | 33,786 | ||||||
| Total assets |
$ | 125,828 | $ | 128,733 | ||||
| LIABILITIES AND SHAREHOLDERS EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 3,169 | $ | 3,462 | ||||
| Accrued expenses and other liabilities |
19,794 | 17,910 | ||||||
| Total current liabilities |
22,963 | 21,372 | ||||||
| Accrued expenses and other liabilities, non-current |
4,632 | 7,507 | ||||||
| Total liabilities |
27,595 | 28,879 | ||||||
| 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: 49,005,973 shares at April 1, 2005; 48,969,181 shares at December 31, 2004 |
49 | 49 | ||||||
| Additional paid-in capital |
279,954 | 277,356 | ||||||
| Unearned compensation |
(7,942 | ) | (6,011 | ) | ||||
| Treasury stock, at cost, 5,722,855 shares at April 1, 2005 and 5,526,855 shares at December 31, 2004 |
(18,987 | ) | (18,178 | ) | ||||
| Accumulated deficit |
(154,819 | ) | (153,389 | ) | ||||
| Accumulated other comprehensive income (loss) |
(22 | ) | 27 | |||||
| Total shareholders equity |
98,233 | 99,854 | ||||||
| Total liabilities and shareholders equity |
$ | 125,828 | $ | 128,733 | ||||
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 1, 2005 |
April 2, 2004 | ||||||
| Revenues: |
|||||||
| Revenues before reimbursements |
$ | 33,178 | $ | 31,558 | |||
| Reimbursements |
3,694 | 3,531 | |||||
| Total revenues |
36,872 | 35,089 | |||||
| Costs and expenses: |
|||||||
| Project personnel and expenses: |
|||||||
| Project personnel and expenses before reimbursable expenses |
20,386 | 17,955 | |||||
| Reimbursable expenses |
3,694 | 3,531 | |||||
| Total project personnel and expenses |
24,080 | 21,486 | |||||
| Selling, general and administrative expenses |
12,884 | 11,981 | |||||
| Restructuring costs |
1,134 | | |||||
| Stock compensation expense |
557 | 802 | |||||
| Total costs and operating expenses |
38,655 | 34,269 | |||||
| Income (loss) from operations |
(1,783 | ) | 820 | ||||
| Other income (expense): |
|||||||
| Interest income |
263 | 190 | |||||
| Interest expense |
(24 | ) | | ||||
| Income (loss) before income taxes |
(1,544 | ) | 1,010 | ||||
| Income taxes |
(114 | ) | 43 | ||||
| Net income (loss) |
$ | (1,430 | ) | $ | 967 | ||
| Basic net income (loss) per common share: |
|||||||
| Net income (loss) per common share |
$ | (0.03 | ) | $ | 0.02 | ||
| Weighted average common shares outstanding |
43,439 | 44,825 | |||||
| Diluted net income (loss) per common share: |
|||||||
| Net income (loss) per common share |
$ | (0.03 | ) | $ | 0.02 | ||
| Weighted average common and common equivalent shares outstanding |
43,439 | 49,438 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Quarter Ended |
||||||||
| April 1, 2005 |
April 2, 2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | (1,430 | ) | $ | 967 | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
1,262 | 1,111 | ||||||
| Provision for doubtful accounts |
| 500 | ||||||
| Non-cash compensation expense |
557 | 802 | ||||||
| Changes in assets and liabilities, net of effects from acquisitions: |
||||||||
| Decrease (increase) in accounts receivable and unbilled revenue |
48 | (1,377 | ) | |||||
| Increase in prepaid expenses and other assets |
(400 | ) | (6 | ) | ||||
| Decrease in accounts payable |
(293 | ) | (175 | ) | ||||
| Decrease in accrued expenses and other liabilities |
(6 | ) | (1,581 | ) | ||||
| Net cash provided by (used in) operating activities |
(262 | ) | 241 | |||||
| Cash flows from investing activities: |
||||||||
| Purchases of property and equipment |
(157 | ) | (577 | ) | ||||
| Decrease in restricted cash |
295 | | ||||||
| Purchases of marketable investments |
(27,900 | ) | (35,000 | ) | ||||
| Proceeds from calls, sales and maturities of marketable investments |
4,000 | 10,000 | ||||||
| Cash used in acquisition of business, net of cash acquired |
(331 | ) | (93 | ) | ||||
| Net cash used in investing activities |
(24,093 | ) | (25,670 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of common stock |
111 | 922 | ||||||
| Repurchases of common stock |
(809 | ) | | |||||
| Net cash provided by (used in) financing activities |
(698 | ) | 922 | |||||
| Net decrease in cash and cash equivalents |
(25,053 | ) | (24,507 | ) | ||||
| Cash and cash equivalents at beginning of period |
38,890 | 54,441 | ||||||
| Cash and cash equivalents at end of period |
$ | 13,837 | $ | 29,934 | ||||
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 December 31, 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 1, 2005 are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.
2. 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 1, 2005 and April 2, 2004 would have been adjusted to the pro forma amounts indicated as follows (in thousands, except per share data):
| Quarter Ended |
||||||||
| April 1, 2005 |
April 2, 2004 |
|||||||
| Net income (loss), as reported |
$ | (1,430 | ) | $ | 967 | |||
| Add: Stock based employee compensation expense included in reported net income (loss), net of related tax effects |
557 | 802 | ||||||
| Deduct: Total stock-based employee pro forma compensation expense determined under fair value based method for all awards, net of related tax effects |
(1,120 | ) | (1,383 | ) | ||||
| Pro forma net income (loss) |
$ | (1,993 | ) | $ | 386 | |||
| Basic net income (loss) per common share: |
||||||||
| As reported |
$ | (0.03 | ) | $ | 0.02 | |||
| Pro forma |
$ | (0.05 | ) | $ | 0.01 | |||
| Diluted net income (loss) per common share: |
||||||||
| As reported |
$ | (0.03 | ) | $ | 0.02 | |||
| Pro forma |
$ | (0.05 | ) | $ | 0.01 | |||
6
Answerthink, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
3. 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 or 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 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 1, 2005 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 1, 2005. Potentially dilutive securities which were not included in the diluted loss per share calculation for the quarter ended April 1, 2005 include 3,807,984 shares of unvested restricted stock issued to employees and 293,691 shares of common stock issuable upon the exercise of stock options following the treasury stock method.
4. Comprehensive Income
The Company accounts for comprehensive income under SFAS No. 130, Reporting Comprehensive Income. Comprehensive income is summarized below (in thousands):
| Quarter Ended |
Quarter Ended | ||||||
| Net income (loss) |
$ | (1,430 | ) | $ | 967 | ||
| Change in cumulative foreign currency translation adjustment |
14 | | |||||
| Change in net unrealized gain (loss) on marketable investments |
(63 | ) | | ||||
| Comprehensive income (loss) |
$ | (1,479 | ) | $ | 967 | ||
5. Accounts Receivable and Unbilled Revenue, Net
Accounts receivable and unbilled revenues, net consists of the following (in thousands):
| April 1, 2005 |
December 31, 2004 |
|||||||
| Accounts receivable |
$ | 22,730 | $ | 24,932 | ||||
| Unbilled revenue |
8,221 | 6,060 | ||||||
| Allowance for doubtful accounts |
(2,109 | ) | (2,109 | ) | ||||
| $ | 28,842 | $ | 28,883 | &n | ||||