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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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: 0-28166
WHITTMAN-HART, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 36-3797833
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
(Address of principal executive offices) (Zip Code)
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(312) 922-9200
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.001 per Share
Title of Class
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
requirements for the past 90 days. Yes [x] No [ ]
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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
As of March 20, 1998, the aggregate market value of the registrant's common
stock held by non-affiliates of the registrant (based upon the per share closing
price of $44.00 on March 20, 1998, and for the purpose of this calculation only,
the assumption that all of the registrant's directors and executive officers are
affiliates) was approximately $651,032,140.
As of March 20, 1998, there were 22,955,983 shares of the registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the registrant's
1997 Annual Meeting of Stockholders are incorporated by reference into Part III
hereof.
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PART I
ITEM 1. BUSINESS.
THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH
TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934) THAT ARE
BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE
COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. SEE "SAFE HARBOR PROVISION" ON PAGE 20 FOR A DISCUSSION OF FACTORS
THAT COULD CAUSE OR CONTRIBUTE TO SUCH MATERIAL DIFFERENCES.
SUMMARY
Whittman-Hart, Inc. ("Whittman-Hart" or the "Company") provides strategic
information technology ("IT") business solutions designed to improve its
clients' productivity and competitive position. The Company offers its clients
a single source for a comprehensive range of services required to successfully
design, develop and implement integrated solutions in the client/server, open
systems and midrange computing environments. The Company provides its services
through five business units: Solution Strategies, Package Software Solutions,
Custom Applications, Network Enabled Solutions, and Interactive Solutions. Among
the services offered are systems integration; strategic IT planning; business
process reengineering; organizational change management; package software
evaluation and implementation; custom application development; networking and
connectivity, conventional and multimedia documentation and training; design and
implementation of collaborative computing and electronic commerce solutions
(such as Internet/intranet and electronic data interchange). The Company
believes this breadth of services fosters long-term client relationships,
affords cross-selling opportunities and minimizes the Company's dependence on
any single technology.
Whittman-Hart's marketing efforts focus on middle-market companies ranging
from $50 million to $500 million in annual revenues and divisions and
departments of Fortune 500 companies. The Company serves clients in a broad
range of industries, including communications, consumer products, distribution,
diversified services, financial services, insurance, manufacturing,
pharmaceuticals, professional services, retail and technology. The Company
employs consultants with business experience in these areas to enhance its
ability to understand industry-specific business issues and develop unbiased IT
solutions to address these issues. Many of the Company's clients have
maintained ongoing relationships with Whittman-Hart over multiple years,
spanning a variety of projects and services.
The demand for IT consulting services has increased rapidly in recent years.
Whittman-Hart has competed successfully in this environment, experiencing a
compound annual revenue growth rate of 63% since the Company began business in
1984. For 1997, Whittman-Hart's revenues grew 67% to $173.5 million from $103.7
million in 1996. From December 31, 1996 to December 31, 1997, the number of
consultants employed by the Company increased 49% from 944 to 1,405.
Whittman-Hart sells and delivers its services through a network of fifteen
branch offices located in Atlanta, Chicago, Cincinnati, Cleveland, Columbus,
Ohio; Dallas, Denver, Grand Rapids, Michigan; Indianapolis, Milwaukee,
Minneapolis, Morristown, New Jersey; Peoria, Illinois; San Francisco and
London. Based on its experience operating the existing branches, the Company
has developed a geographic expansion strategy which includes establishing new
branches through both a greenfield approach and strategic acquisition. The
Company opened the Dallas and Columbus branches in 1996, and the Cleveland,
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Grand Rapids and Atlanta branches in 1997. Expansion plans for 1998 include
significant growth of recently opened operations in Minneapolis, continued
evaluation of strategic acquisitions and solidifying the Company's Midwest
presence by opening branches in cities such as Detroit, St. Louis and Kansas
City.
In November 1997, the Company expanded its geographic reach and established
its international presence through the acquisitions of Axis Consulting
International, Inc. ("Axis") and World Consulting Limited ("World").
Headquartered in San Francisco with a New York presence, Axis' professionals
provide SAP-Registered Trademark-, network, Microsoft-Registered Trademark-
enterprise, database and midrange solutions. Based in London, World specializes
in JDEdwards-Registered Trademark- implementation solutions.
The acquisitions of EBS, Axis and World were accounted for using the pooling-
of-interests method of accounting. The stockholders' equity and operations of
Axis were material in relation to those of the Company and as a result, all
references in this report to Whittman-Hart or the Company give pro forma effect
to the acquisition of Axis as if such acquisition had been consummated at the
beginning of the periods indicated. See Note 4 of Notes to Consolidated
Financial Statements.
INDUSTRY BACKGROUND
Many businesses today are facing intense competition, accelerating
technological change, personnel downsizing and widespread business process
reengineering. Increasingly, these companies are turning to IT solutions to
address these issues and to compete more effectively. As a result, the ability
of an organization to integrate and deploy new information technologies has
become critical.
Although many companies have recognized the importance of IT systems and
products to compete in this business climate, the process of designing,
developing and implementing IT solutions has become increasingly complex.
Companies are continuing to migrate away from centralized mainframes running
proprietary software toward decentralized, scalable architectures based on
personal computers, client/server architectures, local and wide area networks,
shared databases and packaged application software. These advances have greatly
enhanced the ability of companies to benefit from the application of IT.
Consequently, the number of companies desiring to use IT in new ways and the
number of end users within these organizations are rising rapidly.
As a result of the variety and complexity of these new technologies, IT
managers must integrate and manage open systems and distributed computing
environments consisting of multiple computing platforms, operating systems,
databases and networking protocols, and must implement off-the-shelf software
applications to support business objectives. Companies must also continually
keep pace with new developments, which often quickly render existing
equipment and internal skills obsolete. At the same time, external economic
factors have forced organizations to focus on core competencies and trim
workforces in the IT management area. Accordingly, these organizations often
lack the quantity or variety of IT skills necessary to design and develop
solutions. IT managers are charged with developing and supporting
increasingly complex systems and applications of significant strategic value,
while working under budgetary, personnel and expertise constraints within
their own organizations.
Due to the foregoing factors, demand for IT services has grown
significantly. The Company believes the demand for IT services is
particularly strong among middle-market companies, which typically lack the
time and technical resources to satisfy all of their IT needs internally.
These companies require sophisticated, experienced counsel to achieve their
business objectives. These companies must often rely on IT service providers
to help implement and manage their systems. However, many middle-market
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companies must rely on multiple providers for their IT needs. Generally,
larger IT service providers do not target these companies and smaller IT
service providers often lack sufficient breadth of services or industry
knowledge to satisfy these companies' needs. The Company believes this
reliance on multiple service providers creates multiple relationships that
are more difficult and less cost-effective to manage and can adversely impact
the quality and compatibility of IT solutions. The Company also believes
that a majority of middle-market companies have yet to address the need for
year 2000 compliance. To resolve the issue, many companies are electing to
install new package software applications, rather than modifying existing
systems, thus creating significant demand for package software-related
services. Whittman-Hart is structured to provide middle-market companies an
objective, single-source provider for all of their IT needs.
THE WHITTMAN-HART SOLUTION
The Whittman-Hart solution is designed to enable middle-market companies and
divisions and departments of Fortune 500 companies to use IT as a more effective
business tool. The following are key attributes of the Whittman-Hart solution:
SOLVE CRITICAL BUSINESS PROBLEMS. The Company focuses on providing IT
solutions that address strategic business issues, such as increasing
productivity, reducing costs, improving customer service and using data more
effectively. To maintain this focus, Whittman-Hart employs senior consultants
and other professionals who have relevant experience in specific industries,
including communications, consumer products, distribution, diversified services,
financial services, insurance, manufacturing, pharmaceuticals, professional
services, retail and technology. In addition to this industry focus, the
Company's professionals provide a high level of technical competency.
PROVIDE WIDE RANGE OF IT SERVICES. Because many of its clients have multiple
IT needs, the Company provides a wide range of IT services that are organized
under five business units, with each business unit addressing a specific area of
IT and specific IT problems. This structure enables the Company to be a single
source provider of IT services while maintaining advanced skill sets offered by
each business unit. The Company delivers modularized services using resources
from one business unit as well as enterprise-wide solutions integrating
resources from multiple business units. In response to the rapidly changing
nature of IT, the Company regularly evaluates emerging technologies and their
potential benefit as new services to clients. Based on these evaluations, the
Company may expand the service lines of existing business units to enhance the
Company's ability to support its clients' ongoing IT requirements.
OFFER LOCAL PRESENCE. By delivering its services to clients through a
geographically dispersed branch network, the Company demonstrates its commitment
to each local market and enhances its ability to attract skilled, locally based
consultants. The branch network increases efficiencies to clients, enhances
responsiveness and minimizes travel expense. Furthermore, Whittman-Hart
believes that local branch offices establish greater name recognition for the
Company and increase referrals for its services within the potential client base
in their locales. As a result, the Company believes it has a competitive
advantage when competing against firms that do not maintain a local presence.
IMPLEMENT UNBIASED SOLUTIONS. To ensure its clients receive the optimal IT
solution for their business needs, the Company implements solutions that are
unbiased as to specific hardware or software providers. The Company offers an
objective viewpoint and assessment of the advantages and disadvantages of each
particular IT solution, including package software applications, platforms and
operating systems. Consistent with this approach, the Company avoids the bias
of generating significant revenue from
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promoting third-party products. By offering its services independently,
Whittman-Hart is able to take a flexible approach to its clients' business
problems and provide them with a best-of-breed IT solution.
FIVE-YEAR STRATEGIC BUSINESS PLAN: FOCUS 2002
In 1997, the Company launched Focus 2002, its five year strategic business
plan. The Company's objectives are to become a trusted business advisor to
clients, be the employer of choice in the IT services industry, deliver its
services through a global network of offices and achieve revenue, EPS and
operating margins goals. The Company also established an Executive Committee to
provide leadership and accountability for execution of the strategic plan. Key
components of the Focus 2002 plan include:
FOCUS ON THE MIDDLE MARKET. Whittman-Hart believes demand will remain strong
for IT services among middle-market companies. The Company also believes its
middle-market clients require a wide range of solutions, from specific technical
capabilities to complete enterprise-wide solutions. Also, given that middle-
market companies generally operate under a flatter, more resource-limited
organization than large companies, Whittman-Hart's willingness and ability to
transfer knowledge from its consultants to its client's staff is paramount to
project success. The Company has structured and integrated its business
development process and service delivery methodologies to accommodate this
market segment's unique needs. Additionally, the Company's branch network model
minimizes costs by reducing consultant travel expenses and attracts IT
professionals who wish to work in the markets where they live.
EXPAND GEOGRAPHIC PRESENCE. Whittman-Hart plans to expand by adding branches
in targeted locations through both a greenfield approach and strategic
acquisition. The Company uses an evaluation methodology to identify cities that
possess the characteristics needed to support a successful branch operation.
Under the methodology, the Company evaluates and prioritizes geographic markets
based on, among other things, the estimated number of potential clients and the
overall business environment. This methodology also identifies the appropriate
mix of service offerings in such markets. The Company believes at least 25
domestic cities satisfy its branch expansion criteria.
The Company opened its Dallas and Columbus branches in 1996, and Cleveland,
Grand Rapids and Atlanta branches in 1997 through greenfield expansion. Also in
1997, the Company developed its presence in San Francisco, New York and London
through the acquisitions of Axis and World. Expansion plans for 1998 include
significant growth of recently opened operations in Minneapolis and continued
evaluation of strategic acquisitions and new branch locations.
ANTICIPATE AND RESPOND TO MARKET OPPORTUNITIES. Whittman-Hart believes that
it can increase its revenues from existing clients and attract new clients by
expanding its range of IT services. To advance this strategy, in 1997 the
Company established a National Solutions organization to identify, develop and
launch new IT services. The Company believes its solution development process is
a competitive advantage. The process enables high-value services to be delivered
consistently and efficiently through the Company's branch network. Each
solution packaged for the market has been previously implemented at numerous
Whittman-Hart clients with a common methodology to ensure quality deliverables.
In addition to internal development, the Company adds new competencies and
skills through acquisition. In 1997, Whittman-Hart acquired Organizational
Change Dynamics, Inc. ("OCD") and Expert Buying Systems, Inc. ("EBS"),
augmenting the Company's existing strategic IT services delivered through its
Solution Strategies business unit.
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Recent additions to the service line include package software evaluation
services integrating EBS' ChooseSmart-Registered Trademark- tools with Whittman-
Hart's proven methodology, and customized, performance-based end-user training
for package software implementations.
LEVERAGE EXISTING CLIENT BASE. Whittman-Hart believes it can sustain growth
in its existing branches by continuing to establish and maintain long-term
client relationships. The access and goodwill offered by these relationships
provide the Company with significant advantages over its competitors in
marketing additional services and solutions to such clients. The Company also
believes its ability to address its clients' needs throughout the life cycle of
their IT systems distinguish the Company from many of its competitors.
PURSUE AGREEMENTS WITH BUSINESS PARTNERS. Whittman-Hart forms strategic
relationships with business partners to share technical and industry knowledge
and pursue joint marketing opportunities. For example, the Company has
established business partner relationships with such companies as Informix
Software, Inc., IBM Corporation, INTO2000, Inc., JD Edwards, Inc., Lotus
Corporation, Microsoft Corporation, Novell, Inc., Oracle Corporation, SAP
America, Inc., SSA, Inc. and Sybase, Inc. These relationships typically allow
the Company to gain access to training, product support and the technology
developed by these partners. The training programs often enable Company
employees to become certified in a given technology. Establishing these
relationships allows the Company to use the business partner's name and the
"business partner" designation in marketing the Company's services. These
relationships also facilitate the Company's pursuit of marketing opportunities
with the business partners.
The business partner relationships do not require the Company to use
technology developed by the business partners in implementing IT solutions for
clients. Nonetheless, the Company may be retained by a client based in part
upon one or more of the Company's business partner relationships.
ATTRACT, DEVELOP AND RETAIN IT PROFESSIONALS WITH THE SKILLS AND COMPETENCIES
THAT MAXIMIZE CLIENT VALUE. In order to address the strong demand for qualified
consultants in the IT services industry, the Company has established a National
Recruiting organization to facilitate the identification of senior-level
employee candidates and the efficient processing of a large number of
applicants. During this period, the number of recruiting personnel increased
from nineteen to thirty-eight. Recruiting costs per hire, for the Company,
remained constant at approximately $6,000 per hire in 1997 and 1996.
Whittman-Hart has developed a training curriculum and methodology known as
the Whittman-Hart Institute for Strategic Education ("WHISE"). The Company
employs a "virtual learning environment" to guide consultants through a
progression of skill and competency development programs. WHISE employs
instructor-led, multimedia and computer-based training and tools, as well as
distance learning and self-study programs. The Company believes the WHISE
curriculum and methodology enable it to train employees efficiently and
effectively, and to develop consultants with both business and technical
expertise.
LEVERAGE INTELLECTUAL CAPITAL AND FOSTER ORGANIZATIONAL LEARNING. The Company
believes that the greatest value and competitive advantage it offers is the
collective knowledge, or intellectual capital of its employees. As the Company
launches branches in new cities, acquires other firms, has more of its people
work remotely, and technology becomes increasingly complex, it becomes more
difficult to build, share and apply knowledge throughout the organization. To
that end, the Company is building the infrastructure to enable it to leverage
the intellectual assets of the Company.
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SERVICES
Whittman-Hart offers its clients a single source for a comprehensive range of
IT services required to successfully design, develop and implement integrated IT
solutions in diverse computing environments. The Company believes that
successful implementation of a major systems project requires a wide range of
skills and a comprehensive methodology for delivering these skills in an
efficient and effective manner. Accordingly, the Company employs senior
consultants who possess industry-specific knowledge and a broad range of
technical expertise. In addition, the Company has developed a methodology for
delivering these skills, which includes in-depth consultation with the client
and development of a well-defined blueprint and specific timetable for the
project.
The Company delivers its solutions through five business units focused on
providing integrated services in specific areas of expertise -- Solution
Strategies, Package Software Solutions, Custom Applications, Network Enabled
Solutions, and Interactive Solutions. These groups also work together to
provide cross-functional solutions. For example, solutions for the Internet
incorporate disciplines from the full spectrum of Whittman-Hart business units.
SOLUTION STRATEGIES. The Solution Strategies business unit helps clients
identify their critical business objectives and formulates integrated people,
process and technology solutions to improve their business. The group provides
services including managing cross-functional business solutions, developing IT
strategies, designing information architectures, and implementing business
process redesign, industry specific solutions and organizational change
management.
PACKAGE SOFTWARE SOLUTIONS. The Package Software Solutions business unit
employs a business-requirements and user-driven methodology for rapid package
software implementations. Combined with end-user training, quality assurance
and organizational change management, Whittman-Hart provides a complete package
implementation solution. The group has teams dedicated to the most popular
software packages, including JD Edwards, Oracle, PeopleSoft, SAP and SSA's BPCS.
CUSTOM APPLICATIONS. The Custom Applications business unit develops and
maintains custom business software applications, from analysis and design
through software testing and quality assurance. The group employs traditional
approaches and software reuse frameworks to develop applications that meet
clients' needs rapidly and efficiently with high quality results. The group
works with a wide range of development technologies from mainstream application
development languages and technologies to state-of-the-art CASE and object-
oriented tools.
NETWORK ENABLED SOLUTIONS. The Network Enabled Solutions business unit uses
network computing strategies and technologies to develop business connectivity
solutions that allow people, technology and organizations to work
collaboratively, regardless of geographic location. Examples of these solutions
include network design and management, and Internet and electronic commerce
strategies.
INTERACTIVE SOLUTIONS. The Interactive Solutions business unit helps clients
assess their training and education needs and develop appropriate strategies.
The group provides customized, performance-based training solutions to support
package and custom software system implementations in instructor-led and
computer-based formats. The group also develops multimedia presentations and
World Wide Web site designs.
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CLIENTS
Whittman-Hart's clients consist primarily of middle-market companies
ranging from $50 million to $500 million in annual revenues and divisions and
departments of Fortune 500 companies. Many of the Company's clients have
maintained ongoing relationships with Whittman-Hart over many years, spanning
multiple projects and services. The Company believes that it has established
significant ongoing relationships with many of its clients.
Whittman-Hart's ten most significant clients accounted for approximately
17% and 28% of its revenues during 1997 and 1996, respectively. During 1997,
1996 and 1995, no client accounted for more than 10% of the Company's total
revenues. Annual revenues from each of the Company's ten largest clients in
1997 ranged from approximately $2.0 million to $7.1 million. The Company has
served clients in a broad range of industries, including communications,
consumer products, distribution, diversified services, financial services,
insurance, manufacturing, pharmaceuticals, professional services, retail and
technology.
BUSINESS DEVELOPMENT
Whittman-Hart markets and provides its services directly through its branch
offices. Sources of new client relationships include referrals, telemarketing
and Whittman-Hart's integrated marketing activities. The Company's business
development organization is supported by its prospect database, which includes
the names of companies and decision-makers in each targeted geographic market.
This proprietary Lotus-TM- Notes-based information system, a component of the
Whittman-Hart Information Network, also allows Whittman-Hart employees to access
the Company's skills database and project portfolio.
In 1997, the Company introduced a team-based selling approach, focusing on
introducing enterprise-wide solutions to "C" level executives (CEO, CIO, CFO,
etc). The approach incorporates representatives from both the business
development and solution delivery disciplines. Whittman-Hart account executives
establish contact with targeted prospects to create awareness, understanding and
preference for the Company. Account executives also identify general client
needs and introduce the appropriate IT consultant or team of IT consultants to
help develop the initial proposal. An Enterprise Account Manager (EAM), a senior
level employee, is assigned to the account to establish a long-term
relationship. The EAM serves as the client's primary source of IT advice and
overall coordinator of Whittman-Hart's multiple service offerings to the client.
HUMAN RESOURCES
The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled technical employees. Qualified
technical employees are in great demand and are likely to remain a limited
resource for the foreseeable future. Whittman-Hart dedicates significant
resources to recruiting consultants with both IT consulting and industry
experience. Many consultants are selected from among the largest and most
successful IT, accounting and other professional services organizations. Each
candidate is screened through detailed interviews by Whittman-Hart's recruiting
personnel, technical interviews by consultants and an appraisal by Whittman-
Hart's managers. As of March 20, 1998, the Company employed approximately 1,974
employees, of whom approximately 1,543 were consultants.
Whittman-Hart has implemented a number of distinctive human resources
programs. For example, the Company's performance-based incentive compensation
program provides guidelines for career development, encourages development of
skills, provides a tool to manage the employee development
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process and establishes compensation guidelines. Whittman-Hart has also
developed WHISE to guide consultants through a progression of skill and
competency development programs. The Company reimburses employees for
education and training, provides computer-based training curricula and
provides access to the Company's Technology Center where employees can gain
hands-on experience with a diverse array of computing environments. In
addition, Whittman-Hart developed a centralized New Employee Orientation
(NEO) program that features facilitated multimedia presentations and a
computer-based training program.
None of the Company's employees are subject to a collective bargaining
arrangement. Whittman-Hart has entered into employment agreements, which are
terminable upon two weeks notice (without substantial penalty), with virtually
all of its sales, recruiting and technical personnel. The agreements contain
noncompetition, nondisclosure and nonsolicitation covenants. Although most
consultants are Company employees, the Company does engage consultants as
independent contractors from time to time.
COMPETITION
The market for IT services includes a large number of competitors, is subject
to rapid change and is highly competitive. Primary competitors include
participants from a variety of market segments, including publicly and privately
held firms, "Big Six" accounting firms, systems consulting and implementation
firms, application software firms, service groups of computer equipment
companies, facilities management companies, general management consulting firms
and programming companies. In addition, the Company competes with its clients'
internal resources, particularly where these resources represent a fixed cost to
the client. Such competition may impose additional pricing pressures on the
Company.
The Company believes its principal competitive advantages in the IT services
market include: focus on the middle market, breadth of services offered,
technical expertise, knowledge and experience in the industry, perceived value,
quality of service and responsiveness to client needs and speed in delivering IT
solutions.
INTELLECTUAL PROPERTY RIGHTS
Whittman-Hart's success has resulted, in part, from its methodologies and
other proprietary intellectual property rights. The Company relies upon a
combination of nondisclosure and other contractual arrangements and trade
secret, copyright and trademark laws to protect its proprietary rights and the
proprietary rights of third parties from whom the Company licenses intellectual
property. The Company enters into confidentiality agreements with its employees
and limits distribution of proprietary information. There can be no assurance
that the steps taken by the Company in this regard will be adequate to deter
misappropriation of proprietary information or that the Company will be able to
detect unauthorized use and take appropriate steps to enforce its intellectual
property rights.
Software developed by Whittman-Hart in connection with a client engagement is
typically assigned to the client. In limited situations, the Company may retain
ownership, or obtain a license from its client, which permits Whittman-Hart or a
third party to market the software for the joint benefit of the client and
Whittman-Hart or for the sole benefit of Whittman-Hart.
"Whittman-Hart-Registered Trademark-," "Making Information Technology
Work-Registered Trademark-", "We Are IT-Registered Trademark-" and "Compliance
2000-Registered Trademark-" are registered service marks of Whittman-Hart. The
Company holds no patents or registered copyrights, and has no present intention
of making any copyright or patent applications.
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ITEM 2. PROPERTIES.
Whittman-Hart's principal executive offices are located at 311 South Wacker
Drive, Chicago, Illinois. The Company's lease on these premises covers
approximately 50,000 square feet and expires October 31, 2004. The Company also
leases facilities in Indianapolis, Milwaukee, Minneapolis, Atlanta, Denver,
Grand Rapids, Cincinnati, Peoria, Ft. Wayne, Dallas, Cleveland, Columbus, San
Francisco, New Jersey and London. In addition, the Company purchased a 37,000
square foot facility in Chicago in April 1997 and three of its adjacent
buildings, approximately 59,000 square feet, in February 1998. In the year
2000, the Company is committed to purchase a 120,000 square foot building
adjacent to the Company's recently acquired Chicago facilities, for
approximately $2.9 million. These facilities are being acquired to house the
Company's education center and the Chicago branch. Whittman-Hart anticipates
that additional space will be required as its business expands and believes that
it will be able to obtain suitable space as needed.
ITEM 3. LEGAL PROCEEDINGS.
Whittman-Hart is not presently involved in any legal proceedings which the
Company believes are material to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the registrant's shareholders
during the fourth quarter of the registrant's 1997 fiscal year.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's common stock began trading on May 3, 1996 at a split-adjusted
price of $8.00 per share. The Company's common stock is quoted on the Nasdaq
National Market, under the symbol WHIT. The following table sets forth the high
and low sales prices for the common stock for each quarterly period indicated,
retroactively adjusted to reflect the two-for-one common stock split effective
December 10,1996.
1996
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Period High Low
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Second Quarter (from May 3, 1996)...... 20 3/4 10 1/2
Third Quarter.......................... 23 7/8 11 1/4
Fourth Quarter......................... 28 1/8 19 1/4
1997
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Period High Low
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First Quarter........................... 27 13 5/8
Second Quarter.......................... 29 1/4 16 13/16
Third Quarter........................... 33 1/4 23 3/4
Fourth Quarter.......................... 35 23 3/4
The Company has not paid any dividends to date and plans to reinvest its
earnings in future growth opportunities. The Company does not anticipate paying
cash dividends in the foreseeable future.
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As of March 20, 1998, there were approximately 415 stockholders of record.
This number does not include stockholders for whom shares were held in a
nominee or street name.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data is derived from the Company's
consolidated financial statements and notes thereto. This information should
be read in conjunction with the financial statements and notes thereto and
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
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YEARS ENDED DECEMBER 31,
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(In thousands, except per share amounts) 1997 1996 1995 1994 1993
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STATEMENT OF EARNINGS DATA:
Revenues.................................................. $173,477 $ 103,721 $ 60,805 $ 34,615 $ 25,955
Cost of services.......................................... 102,937 63,504 38,342 20,705 15,367
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Gross profit.......................................... 70,540 40,217 22,463 13,910 10,588
Costs and expenses:
Selling............................................... 6,046 3,575 2,535 1,431 1,075
Recruiting............................................ 5,866 3,265 2,275 1,190 832
General and administrative............................ 42,083 25,527 15,922 9,481 7,330
Business combination costs............................ 1,771 -- -- -- --
------------ ------------ ------------- ------------- ------------
Total costs and expenses........................... 55,766 32,367 20,732 12,102 9,237
------------ ------------ ------------- ------------- ------------
Operating income.......................................... 14,774 7,850 1,731 1,808 1,351
Other income (expense).................................... 3,375 1,360 50 (32) 66
------------ ------------ ------------- ------------- ------------
Income before income taxes (benefit)...................... 18,149 9,210 1,781 1,776 1,417
Income tax expense (benefit).............................. 7,832 3,422 (33) 43 4
------------ ------------ ------------- ------------- ------------
Net income................................................ $ 10,317 $ 5,788 $ 1,814 $ 1,733 $ 1,413
------------ ------------ ------------- ------------- ------------
Pro forma income data:
Net income as reported................................. $ 10,317 $ 5,788 $ 1,814 $ 1,733 $ 1,413
Pro forma adjustment to provision for income taxes..... -- 666 255 27
------------ ------------ ------------- ------------- ------------
Pro forma net income (actual in 1997 and 1996) (1)........ $ 10,317 $ 5,788 $ 1,148 $ 1,478 $ 1,386
------------ ------------ ------------- ------------- ------------
Pro forma basic earnings per share (actual in 1997 and
1996)(2)................................................ $ .47 $ .32 $ .09
Pro forma diluted earnings per share (actual in 1997 and
1996)(2)................................................ $ .44 $ .29 $ .08
------------ ------------ ------------- ------------- ------------
Weighted average number of common shares outstanding...... 22,061 17,856 12,698
------------ ------------ ------------- ------------- ------------
Weighted average number of common and common equivalent
shares outstanding...................................... 23,672 19,847 15,705
------------ ------------ ------------- ------------- ------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- -------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and
short-term investments............................... $ 67,759 $ 67,364 $ 4,326 $ -- $ 10
Working capital........................................ 82,744 74,064 4,790 1,519 83
Total assets........................................... 121,801 94,075 19,203 8,338 5,190
Long-term debt, less current portion................... -- -- 1,135 1,600 610
Redeemable convertible preferred stock................. -- -- 5,584 -- --
Total stockholders' equity............................. 97,153 79,553 981 1,923 119
</TABLE>
- -----------------------------
(1) Reflects federal and certain additional state income tax expense for 1993
to 1995 that would have been required had the Company and its predecessors
operated as a C Corporation for all periods presented.
(2) See Note 3 of Notes to Consolidated Financial Statements for information
concerning the computation of pro forma earnings per share.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THE DISCUSSION BELOW CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH
TERM IS DEFINED IN SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934) THAT ARE
BASED ON THE BELIEFS OF THE COMPANY'S MANAGEMENT, AS WELL AS ASSUMPTIONS MADE
BY, AND INFORMATION CURRENTLY AVAILABLE TO, THE COMPANY'S MANAGEMENT. THE
COMPANY'S RESULTS, PERFORMANCE AND ACHIEVEMENTS IN 1998 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. SEE "SAFE HARBOR PROVISION" ON PAGE 20 FOR A DISCUSSION OF FACTORS
THAT COULD CAUSE OR CONTRIBUTE TO SUCH MATERIAL DIFFERENCES.
OVERVIEW
Whittman-Hart's revenues are generated primarily from professional fees,
which are generally billed at a contracted hourly rate and are recognized as
services are provided. Over the last three fiscal years, at least 90% of the
Company's revenues have been generated on a time and materials basis. The
Company's services may also be provided on a fixed-bid or fee-capped basis, in
which case revenues are recognized by the percentage of completion method.
These arrangements subject the Company to the risk of cost overruns; however,
historically, such overruns have not been significant. The Company typically
bills on a weekly basis to monitor client satisfaction and manage its
outstanding accounts receivable balances. The Company's most significant cost
is project personnel cost, which consists of consultant salaries and benefits.
Thus, the Company's financial performance is primarily based upon billing margin
(billable hourly rate less the consultant's hourly cost) and personnel
utilization rates (billable hours divided by paid hours).
12
<PAGE>
To date, the Company has been able to maintain its billing margins by
offsetting increases in consultant salaries with increases in its hourly rates.
Because most of the Company's engagements are on a time and materials basis,
increases in its cost of services are generally passed along to the Company's
clients and, accordingly, do not have a significant impact on the Company's
financial results. In addition, the Company attempts to control expenses that
are not passed through to its clients. Furthermore, profitability is improved
by tying significant incentive compensation to achieving performance goals.
The Company establishes standard billing guidelines based on the type of
service offered. Actual billing rates are established on a project-by-project
basis and may vary from the standard guidelines. Over the last three years, the
Company's average revenue per assignment hour has steadily increased. The
growth in average revenue per assignment hour reflects a higher percentage of
value-added services, such as package software implementations and solutions-
oriented, strategic consulting projects.
Whittman-Hart manages its personnel utilization rates by monitoring project
requirements and timetables. The number of consultants assigned to a project
will vary according to the size, complexity, duration and demands of the
project. Project terminations, completions and scheduling delays may result in
periods when consultants are not fully utilized. An unanticipated termination
of a project could result in a higher than expected number of unassigned
consultants or, if the Company were to terminate such consultants, increased
severance expenses. Although the number of the Company's consultants can be
adjusted to correspond to the number of active projects, Whittman-Hart must
maintain a sufficient number of senior consultants to oversee existing client
projects and assist the Company's sales force in securing new client
assignments. Whittman-Hart consultants are subject to employment-at-will
contracts, which may be terminated upon two weeks' notice without substantial
penalty or further expense to the Company.
Historically, the Company's revenue growth has been attributable to the
addition of new clients, growth of existing client relationships, the opening of
new branches and expanding the revenue base in existing locations. During 1997,
the Company supplemented its internal revenue growth with the acquisitions of
OCD, EBS, Axis and World. During 1998, the Company intends to grow its
existing branch locations and expand its network through the traditional
greenfield approach supplemented by acquisitions. Each of the branches,
originally developed by the Company, has generated annual revenue and gross
profit growth since inception.
13
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, for the years indicated, selected statements
of earnings data as a percentage of revenues and the percentage change in each
line item between comparative years:
<TABLE>
<CAPTION>
PERCENTAGE OF TOTAL REVENUES PERCENTAGE CHANGE
---------------------------- --------------------
1997 1996
Year Ended December 31, Compared Compared
1997 1996 1995 TO 1996 TO 1995
-------- -------- -------- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues................................ 100% 100% 100% 67% 71%
Cost of services........................ 59 61 63 62 66
-------- -------- --------
Gross profit....................... 41 39 37 75 79
Costs and expenses:
Selling............................ 4 3 4 69 41
Recruiting......................... 3 3 4 80 44
General and administrative......... 24 25 26 65 60
Business combination costs......... 1 -- -- 100 --
-------- -------- --------
Total costs and expenses...... 32 31 34 72 56
-------- -------- --------
Operating income........................ 9 8 3 88 354
Other income (expense).................. 2 1 -- 148 *
-------- -------- --------
Income before income taxes.............. 11 9 3 97 417
Income taxes............................ 5 3 -- 129 *
-------- -------- --------
Net income.............................. 6 6 3 78 219
Pro forma adjustment to provision
for income taxes...................... -- -- 1 * 100
-------- -------- --------
Pro forma net income (actual in
1997 and 1996)........................ 6% 6% 2% 78% 404%
-------- -------- --------
-------- -------- --------
</TABLE>
- --------------------
*Not meaningful.
All prior period amounts have been restated to reflect the acquisition
of Axis Consulting International, Inc. in November 1997 accounted for using the
pooling-of-interests method of accounting (See Note 4 of Notes to Consolidated
Financial Statements).
In 1997, the Company completed four acquisitions for an aggregate cash
purchase price of $600,000 and the issuance of 1,978,536 shares of its common
stock (OCD-$600,000 and 53,850 shares; EBS-214,986 shares; Axis-1,575,078; and
World-134,622). During 1997, the Company also purchased a 37,000 square foot
building and its adjoining land for $2.0 million.
1997 COMPARED TO 1996
REVENUES. Revenues increased 67% to $173.5 million in 1997 from $103.7
million in 1996. The increase was attributable to the addition of new clients,
the growth of existing client relationships, the
14
<PAGE>
opening of new branches and expanding the revenue base in existing branch
locations. In addition 1997 acquisitions accounted for 15% of total revenue
in 1997. Chicago, the Company's largest branch, grew 43% in 1997, while all
other branches, exclusive of acquisitions, grew in excess of 100%. During
1997, the Company's Solution Strategies business unit grew in excess of 200%,
while all other business units grew in excess of 50%. Revenues from the
Company's ten most significant clients grew 4%, but as a percentage of total
revenues declined to 17% in 1997 from 28% in 1996.
GROSS PROFIT. Gross profit consists of revenues less cost of services, which
includes consultant salaries and benefits. Gross profit increased 75% to $70.5
million in 1997 from $40.2 million in 1996. Gross margin as a percentage of
revenues increased to 41% in 1997 from 39% in 1996. This increase was
attributable to a change in the sales mix toward higher-end service offerings
and the Company's established branches reaching critical mass and was partially
offset by lower margins in acquisitions and recently opened branches.
SELLING EXPENSES. Selling expenses include the salaries, benefits,
commissions, travel, entertainment and all other direct costs associated with
the Company's direct sales force. Selling expenses increased 69% to $6.0
million in 1997 from $3.6 million in 1996. As a percentage of revenues, selling
expenses increased to 4% in 1997 from 3% in 1996. This increase is attributable
to an increase in the Company's sales force.
RECRUITING EXPENSES. Recruiting expenses consist of costs related to hiring
new personnel. These costs include the salaries, benefits, bonuses and other
direct costs of in-house recruiters, outside recruiting agency fees, sign-on
bonuses, relocation fees and advertising costs. Recruiting expenses increased
80%to $5.9 million in 1997 from $3.3 million in 1996. The number of employees
increased 56% to 1,760 as of December 31, 1997, from 1,125 as of December 31,
1996, while recruiting costs per hire increased to approximately $6,000 in 1997
from approximately $5,000 in 1996 after giving effect to the 1997 acquisitions.
As of December 31, 1997, 80% of total employees were consultants. Recruiting
costs per hire for the Company remained constant at approximately $6,000 per
hire for 1997 and 1996 without considering the effects of 1997 acquisitions. As
a percentage of revenues, recruiting expenses remained constant at 3%.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
include salaries and benefits of management and support personnel, facilities
costs, training, travel, outside professional fees and all other branch and
corporate costs. General and administrative expenses increased 65% to $42.1
million in 1997 from $25.5 million in 1996. The increase was primarily
attributable to the establishment of new branch offices, the expansion of
facilities at several other branch locations, the expansion of corporate and
branch management personnel to support the growth of the Company, costs
associated with the Company's strategic initiative focused on quality
improvements and integration costs associated with acquisitions. As a
percentage of revenues, general and administrative expenses declined to 24% in
1997 from 25% in 1996 due to operating efficiencies and economies of scale.
BUSINESS COMBINATION COSTS. As a percentage of revenues, business
combination costs accounted for 1% or $1.7 million in 1997. The Company did
not incur business combination costs in 1996. Business combination costs
consist of legal, accounting and consulting fees, which were incurred in
connection with the acquisitions of Axis Consulting International, Inc., Expert
Buying Systems, Inc. and World Consulting Limited (See Note 4 of Notes to
Consolidated Financial Statements).
OPERATING INCOME. Operating income increased 88% to $14.8 million in 1997
from $7.9 million in 1996. As a percentage of revenues, operating income
increased to 9% in 1997 from 8% in 1996 due to the increase in gross profit
margin and the Company's ability to leverage its selling, recruiting, and
general and
15
<PAGE>
administrative infrastructure. Despite incurring business combination costs
of $1.7 million and start-up costs of over $3.0 million, the Company was able
to increase its operating margin by 1% as a percentage of revenues.
OTHER INCOME (EXPENSE). Other income (expense) increased 148% to $3.4
million in 1997 from $1.4 million in 1996. This increase is primarily
attributable to the Company earning interest on investments of available net
proceeds from the Company's initial and follow-on public offerings for an entire
year compared to a partial year in 1996.
INCOME TAXES. The Company's effective tax rate was 43% in 1997 as compared
to 37% in 1996. This increase is primarily attributable to non-deductible
business combination costs of $1.5 million in 1997.
1996 COMPARED TO 1995
REVENUES. Revenues increased 71% to $103.7 million in 1996 from $60.8
million in 1995. Each of the Company's branch offices experienced revenue
growth in excess of 50% for 1996 compared to 1995. The opening of the Dallas
branch in the first quarter of 1996 contributed approximately $2.0 million to
revenues. During 1996, the Company expanded its package software expertise in
SAP, Oracle and PeopleSoft, and introduced new services including a year 2000
solution, Internet/intranet services, organizational change management, and
software testing and quality assurance. Revenues from the Company's ten most
significant clients grew 41%, but as a percentage of total revenues declined to
28% in 1996 from 34% in 1995.
GROSS PROFIT. Gross profit increased 79% to $40.2 million in 1996 from $22.5
million in 1995. Gross margin as a percentage of revenues grew to 39% in 1996
from 37% in 1995. This increase was attributable to a change in the sales mix
toward higher-end service offerings and the Company's established branches
reaching critical mass, partially offset by lower margins in recently opened
branches and acquisitions.
SELLING EXPENSES. Selling expenses increased 41% to $3.6 million in 1996
from $2.5 million in 1995. The Company's selling expenses, as a percentage of
revenues, decreased to 3% of revenue from 4% of revenue in 1996 and 1995,
respectively. The decrease as a percentage of revenues was attributable to a
change in the structure of the sales commission plan, the Company's ability to
leverage its fixed costs over a greater revenue base and having lower selling
expenses in Axis.
RECRUITING EXPENSES. Recruiting expenses increased 44% to $3.3 million in
1996 from $2.3 million in 1995. The Company benefited from expanded hiring
activity in the fourth quarter of 1995, lower attrition rates and reduced
costs per hire. The number of employees increased 56% to 1,125 as of December
31, 1996 from 721 as of December 31, 1995, while total recruiting costs per
hire decreased to approximately $5,000 from $5,500 for 1996 and 1995,
respectively. As a percentage of revenues, recruiting expenses decreased to
3% of revenues from 4% of revenue in 1996 and 1995, respectively. This
decrease is attributable to lower recruiting costs in Axis.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased 60% to $25.5 million in 1996 from $15.9 million in 1995. This
increase was primarily attributable to the establishment of new branch offices,
the expansion of facilities at several other branch locations, increased
personnel computer leasing due to the rollout of laptop computers for
consultants, and the expansion of corporate and
16
<PAGE>
branch management personnel to support the growth of the Company. As a
percentage of revenues, general and administrative expenses declined to 25%
in 1996 from 26% in 1995.
OPERATING INCOME. Operating income increased 354% to $7.9 million in 1996
from $1.7 million in 1995. As a percentage of revenues, operating income
increased to 8% in 1996 from 3% in 1995 due to the increase in gross profit
margin and the Company's ability to leverage its selling, recruiting and general
and administrative infrastructure. Despite incurring start-up costs of $2.0
million for new branches, the Company was able to increase its operating margin
by 5% as a percentage of revenues.
OTHER INCOME (EXPENSE). The increase in other income (expense) in 1996 as
compared to 1995 was primarily attributable to interest earned on investments of
available net proceeds from the Company's initial and follow-on public
offerings.
INCOME TAXES. The Company's effective tax rate was 37% in 1996 as compared
to 36% on a pro forma basis in 1995. Prior to December 31, 1995, the Company
operated as a partnership. The pro forma tax adjustment for 1995 represents
federal and additional state income tax expense that would have been required
had the Company operated as a C corporation during the entire period. See Note
9 of Notes to Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1997, the Company had approximately $67.8 million of cash,
cash equivalents, and short-term investments. Prior to its initial public
offering in May 1996, the Company's primary source of liquidity had been
operating cash flow, periodically supplemented by borrowings under the Company's
revolving credit and term facilities with a commercial bank. The Company has a
loan agreement for up to $5.0 million of unsecured credit with interest, at the
Company's option, at LIBOR plus 1.5% or the lender's prime rate. There were no
borrowings under this loan agreement as of March 16, 1998. The Company's loan
agreement expires on April 30, 1998.
On May 8, 1996, the Company completed an initial public offering of its
Common Stock, which resulted in net proceeds to the Company of $37.8 million. A
portion of the proceeds from the offering were used to retire the Company's term
facilities. On August 27, 1996, the Company completed a follow-on public
offering of its Common Stock resulting in net proceeds to the Company of
approximately $27.8 million.
Operating activities provided net cash flows of $7.5 million, $3.2 million
and $2.9 million in 1997, 1996 and 1995, respectively, primarily as the result
of increases in net income and in accrued compensation and is partially offset
by increases in accounts receivable.
Capital expenditures of $10.9 million, $4.0 million and $2.0 million in 1997,
1996 and 1995, respectively, consisted primarily of real estate, computer
hardware and software and office furniture and equipment to support the growth
and expansion of the Company. The Company expects to make similar types of
expenditures in 1998 and future years relating to the opening of new branch
offices.
During 1997, cash was supplemented by the exercise of stock options and the
purchase of common stock through the employee purchase plan, which accounted for
$3.8 million.
In March 1997, the Company acquired the business operations and select
assets of Organizational Change Dynamics, Inc., a Chicago-based firm dedicated
to strategic business consulting. The purchase
17
<PAGE>
price included a cash payment of $600,000 and 53,850 shares (approximate
market value of $900,000) of restricted common stock that vests, pro rata,
over a four-year period.
On April 15, 1997, the Company purchased a 37,000 square foot building and
its adjoining land for approximately $2.0 million. The building, located in
Chicago, was purchased to facilitate the Company's growth and to house the
Whittman-Hart Institute of Strategic Education ("WHISE").
On September 8, 1997, Expert Buying Systems ("EBS") merged into the
Company in a business combination accounted for as a pooling-of-interests.
The Company issued 214,986 shares of its common stock in exchange for all of
the common stock of EBS. EBS is a Washington-based developer and marketer of
software products and services designed to help companies select software
systems. The stockholders' equity and operations of EBS were not material in
relation to those of the Company. As such, the Company has recorded the
combination as of September 8, 1997 without restating prior periods'
statements of earnings to reflect the pooling-of-interests combination.
On November 21, 1997, the Company acquired all the outstanding capital
stock of Axis Consulting International, Inc. ("Axis") for 1,575,078 shares of
its common stock. Headquartered in San Francisco with an office in New
Jersey, Axis' approximately 130 professionals provide SAP-Registered
Trademark-, network, Microsoft-Registered Trademark- enterprise, database and
midrange solutions. This business combination has been accounted for as a
pooling-of-interests combination and, accordingly, the consolidated financial
statements for periods prior to the combination have been restated to include
the accounts and results of operations of Axis.
On November 21, 1997, the Company acquired all the outstanding capital
stock of World Consulting Limited ("World") for 134,622 shares of its common
stock. Based in London, World specializes in JDEdwards-Registered
Trademark-implementation solutions through a network of approximately 30 IT
professionals. This business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of
World were not material in relation to those of the Company. As such, the
Company has recorded the combination without restating prior periods'
statements of earnings to reflect the pooling-of-interests combination.
On February 26, 1998, the Company purchased three buildings, approximately
59,000 square feet for $1.7 million. The buildings are adjacent to the
building the Company purchased in April 1997. This building was purchased to
facilitate the Company's growth and to house the Whittman-Hart Institute of
Strategic Education (WHISE). In addition, the Company is committed to
purchase a 120,000 square foot building that is adjacent to the Company's
prior purchases for approximately $2.9 million in the year 2000.
The Company believes that the effect of the millennium on its internal
information systems will have an immaterial impact on the Company.
The Company anticipates that the net proceeds of its two public offerings,
together with existing sources of liquidity and funds generated from operations,
will provide adequate cash to fund its currently anticipated cash needs at least
through the next twelve months.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income." In addition to net income, comprehensive income
includes items recorded directly to stockholders' equity such as the income
tax benefit related to the exercise of certain stock options. This statement
establishes new
18
<PAGE>
standards for reporting and displaying comprehensive income and its
components in a full set of general-purpose financial statements. This
statement is effective for fiscal years beginning after December 15, 1997.
Adoption of this standard will only require additional financial statement
disclosure detailing the Company's comprehensive income.
In June 1997, the FASB also issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14
"Financial Reporting for Segments of a Business Enterprise" and establishes new
standards for reporting information about operating segments in interim and
annual financial statements. This statement is effective for fiscal years
beginning after December 15, 1997. The Company does not believe that SFAS No.
131 will have a significant impact on its financial statements.
QUARTERLY RESULTS OF OPERATIONS
The following table sets forth certain unaudited quarterly operating
information for each of the eight quarters ending with the quarter ended
December 31, 1997. This data has been prepared on the same basis as the audited
financial statements, and in management's opinion, includes all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the information for the periods presented. Results for any
previous fiscal quarter are not necessarily indicative of results for the full
year or for any future quarter.
<TABLE>
<CAPTION>
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 28, DEC. 31,
(IN THOUSANDS) 1996 1996 1996 1996 1997 1997 1997 1997
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........................... $21,153 $24,789 $27,381 $30,398 $34,945 $41,132 $45,515 $51,885
Cost of services................... 12,696 15,048 16,360 19,400 20,867 24,494 26,519 31,057
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit....................... 8,457 9,741 11,021 10,998 14,078 16,638 18,996 20,828
Selling............................ 805 910 942 918 1,220 1,525 1,609 1,692
Recruiting......................... 762 896 947 660 996 1,423 1,759 1,688
General and administrative......... 5,433 6,394 6,634 7,066 8,339 9,545 11,234 12,965
Business combination costs......... -- -- -- -- -- -- -- 1,771
-------- -------- -------- -------- -------- -------- -------- --------
Operating income................... 1,457 1,541 2,498 2,354 3,523 4,145 4,394 2,712
Other income (loss)................ (1) 313 307 741 740 795 908 932
Income before Taxes................ 1,456 1,854 2,805 3,095 4,263 4,940 5,302 3,644
Income tax expense................. 468 674 1,121 1,159 1,714 2,003 2,093 2,022
-------- -------- -------- -------- -------- -------- -------- --------
Net income......................... 988 1,180 1,684 1,936 2,549 2,937 3,209 1,622
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
MAR. 31, JUN. 30, SEP. 30, DEC. 31, MAR. 31, JUN. 30, SEP. 28, DEC. 31,
(IN THOUSANDS) 1996 1996 1996 1996 1997 1997 1997 1997
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total revenues, as
Previously reported (2).......... $17,794 $21,069 $23,302 $25,327 $29,046 $34,732 $39,252 $51,885
Adjustments (1).................... 3,359 3,720 4,079 5,071 5,899 6,400 6,263 --
-------- -------- -------- -------- -------- -------- -------- --------
Total revenues..................... 21,153 24,789 27,381 30,398 34,945 41,132 45,515 51,885
Gross Profit, as
Previously reported (2).......... 7,119 8,382 9,459 9,839 11,681 14,160 16,581 20,828
Adjustments (1).................... 1,338 1,359 1,562 1,159 2,397 2,478 2,415 --
-------- -------- -------- -------- -------- -------- -------- --------
Total gross profit................. 8,457 9,741 11,021 10,998 14,078 16,638 18,996 20,828
Operating income, as
Previously reported (2).......... 1,118 1,421 2,362 2,515 2,698 3,315 3,788 2,712
Adjustments (1).................... 339 120 136 (161) 825 830 606 --
-------- -------- -------- -------- -------- -------- -------- --------
Total operating income............. 1,457 1,541 2,498 2,354 3,523 4,145 4,394 2,712
Net income, as
Previously reported (2).......... 668 1,077 1,684 2,074 2,081 2,452 2,861 1,622
Adjustments (1).................... 320 103 -- (138) 468 485 348 --
-------- -------- -------- -------- -------- -------- -------- --------
Total net income................... 988 1,180 1,684 1,936 2,549 2,937 3,209 1,622
</TABLE>
- ----------------------
(1) Adjustments reflect the effect of an acquisition accounted for as
a pooling-of-interests of the amounts previously reported in the Company's
quarterly reports on Form 10-Q. See note 4 of Notes to Consolidated
Financial Statements for a more detailed discussion of this transaction.
(2) The quarter ended December 31, 1997 is reported in conjunction with this
Form 10-K.
Variations in the Company's revenues and operating results occur from time to
time as a result of a number of factors, such as the significance of client
engagements commenced and completed during a quarter, the number of business
days in a quarter, timing of branch and service line expansion activities, the
timing of corporate expenditures, and employee hiring and utilization rates.
SAFE HARBOR PROVISION
This Form 10-K contains certain forward-looking statements that involve
substantial risks and uncertainties. When used in this Form 10-K, the words
"anticipate," "believe," "estimate," and "expect" and similar expressions as
they relate to the Company or its management are intended to identify such
forward-looking statements. The Company's actual results, performance or
achievements could differ materially from the results, performance or
achievements expressed in, or implied by, these forward-looking statements.
Factors that could cause or contribute to such differences include, but are not
limited to, difficulties in attracting and retaining highly skilled employees,
the Company's ability to manage rapid growth and expansion into new geographic
areas and service lines, the Company's ability to manage the risks associated
with client projects and risks related to possible acquisitions.
20
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information in response to this item is included in the financial
statements and notes thereto, and the related Independent Auditors' Report,
appearing on pages F-1 to F-15 of this Form 10-K, and in Item 7 of this Form 10-
K under the caption "Quarterly Results of Operations."
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information in response to this item is incorporated herein by
reference from the sections captioned "Election of Directors" and "Executive
Officers" of the Company's definitive Proxy Statement to be filed in connection
with the Company's 1997 Annual Meeting of Stockholders (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Executive
Compensation."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Security Ownership
of Management and Principal Stockholders."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information in response to this item is incorporated herein by
reference from the section of the Proxy Statement captioned "Certain
Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K.
(a) (1) Consolidated Financial Statements.
The following financial statements and notes thereto, and the related
Independent Auditors' Report, are filed as part of this Form 10-K on pages
F-1 to F-15:
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 1997 and 1996
Consolidated Statements of Earnings for the years ended December 31, 1997,
1996 and 1995
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the years ended December 31,
1997, 1996 and 1995
Notes to Consolidated Financial Statements
21
<PAGE>
(2) Financial Statement Schedules.
The following financial statement schedule of the Company and the
related Independent Auditors' Report are filed as part of this Form
10-K on pages S-1 and S-2:
Independent Auditors' Report
Schedule II - Valuation and Qualifying Accounts
All other financial statement schedules have been omitted because such
schedules are not required or the information required has been
presented in the aforementioned financial statement.
(3) Exhibits.
The following exhibits are filed with this report or incorporated by
reference as set forth below.
EXHIBIT NO. DESCRIPTION
2.1(1) Unit Contribution Agreement dated as of December 28, 1995 among
Robert Bernard, F-WH Corporation, PVP-WH Corporation, Whittman-
Hart General Partner, Ltd. and Whittman-Hart, Inc.
3.1(2) Amended and Restated Certificate of Incorporation of the Company,
as amended.
3.2(1) Second Amended and Restated By-Laws of the Company.
4.1(1) Specimen stock certificate representing Common Stock
10.1(1) Executive Employment Agreement between the Company and Robert F.
Bernard effective as of June 15, 1995.*
10.2(1) Executive Employment Agreement between the Company and Edward V.
Szofer effective as of June 15, 1995.*
10.3(1) Executive Employment Agreement between the Company and Kevin M.
Gaskey effective as of June 15, 1995.*
10.4(1) Executive Employment Agreement between the Company and Susan B.
Reardon effective as of June 15, 1995.*
10.5(1) Executive Employment Agreement between the Company and Glen A.
Metelmann effective as of June 15, 1995.*
10.6(1) Form of Employment Agreement (Manager).*
10.7(1) Form of Employment Agreement (Consultant).*
10.8(1) 1995 Incentive Stock Plan dated December 29, 1995.*
10.9(1) Employee Stock Purchase Plan.*
10.10(1) Whittman-Hart Corporation II Employee Stock Ownership Plan.*
10.11(1) Lease for 311 S. Wacker Drive, Chicago, Illinois.
10.12(1) Stockholders Agreement among Robert F. Bernard, Edward V. Szofer,
F-WH Corporation, PVP-WH Corporation, Whittman-Hart General
Partner, Ltd. and the Company dated December 31, 1995.*
10.13(1) Registration Agreement between the Company, F-WH Corporation and
PVP-WH Corporation dated as of December 31, 1995.
10.14(1) Form of Registration Agreement among the Company, Robert F.
Bernard and Edward V. Szofer.*
22
<PAGE>
10.15(1) Loan and Security Agreement by and between American National Bank
and Trust Company of Chicago and Whittman-Hart L.P., dated as of
August 1, 1994, as amended, and related LIBOR Borrowing Agreement
dated July 21, 1995.
10.16(3) Loan Agreement by and between American National Bank and Trust
Company of Chicago and the Company, dated as of July 25, 1996.
10.17(3) Promissory Note (unsecured) by the Company dated July 25, 1996 in
the amount of $5,000,000 in favor of American National Bank and
Trust Company of Chicago.
10.18(3) London Interbank Offered Rate Borrowing Agreement executed by the
Company and accepted by American National Bank and Trust Company
of Chicago on July 25, 1996.
10.19(4) Merger agreement dated November 21, 1997 between Whittman-Hart,
Inc., Whittman-Hart Associates, Inc. and Axis Consulting
International, Inc. and Peter Boboff and Graham Weston.
23.1 Consent of KPMG Peat Marwick LLP.
27.1 Financial Data Schedule.
27.2 Financial Data Schedule-Restated.
27.3 Financial Data Schedule-Restated.
27.4 Financial Data Schedule-Restated.
- -----------------------------
(1) Incorporated herein by reference to Whittman-Hart's Registration
Statement on Form S-1 (No. 333-1778), which was declared effective by
the Commission on May 2, 1996.
(2) Incorporated herein by reference to Whittman-Hart's Registration
Statement on Form S-1 (No. 333-18059), which was declared effective by
the Commission on January 2, 1997.
(3) Incorporated herein by reference to Whittman-Hart's Registration
Statement on Form S-1 (No. 333-09617), which was declared effective by
the Commission on August 21, 1996.
(4) Incorporated herein by reference to Whittman-Hart's Form 8-K dated
November 21, 1997 filed with the Commission on December 8, 1997.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
(b) Reports on Form 8-K.
The Company filed a Report on Form 8-K, dated November 21, 1997,
announcing the acquisition of Axis Consulting International, Inc. and World
Consulting Limited and the issuance of shares of the Company's common stock
to the shareholders of World under Regulation S of the Securities Act of 1933.
23
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE STOCKHOLDERS AND BOARD OF DIRECTORS
WHITTMAN-HART, INC.:
We have audited the accompanying consolidated balance sheets of
Whittman-Hart, Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of earnings, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Whittman-Hart, Inc. and subsidiaries as of December 31, 1997 and 1996, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles.
/s/ KPMG Peat Marwick, LLP
--------------------------
KPMG PEAT MARWICK LLP
Chicago, Illinois
February 13, 1998
F-1
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1997 1996
---------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................................................... $ 9,050,811 $ 36,462,767
Short-term investments.............................................................. 58,708,379 30,901,003
Trade accounts receivable, net of allowance for doubtful accounts of
$497,746 and $160,000 in 1997 and 1996, respectively.............................. 34,077,154 18,232,619
Income tax receivable............................................................... -- 140,154
Prepaid expenses and other current assets........................................... 3,185,175 1,372,138
Notes and interest receivable....................................................... 48,602 28,885
Deferred income taxes............................................................... 801,315 342,732
---------------- ---------------
Total current assets.............................................................. 105,871,436 87,480,298
Property and equipment, at cost:
Land................................................................................ 200,000 --
Building............................................................................ 4,876,649 --
Office furniture and equipment...................................................... 7,688,607 3,850,501
Computer equipment and software..................................................... 6,321,955 4,425,363
Automobiles......................................................................... 165,923 60,612
Leasehold improvements.............................................................. 708,691 466,579
---------------- ---------------
19,961,825 8,803,055
Less accumulated depreciation and amortization...................................... (4,880,762) (2,838,167)
---------------- ---------------
Net property and equipment............................................................ 15,081,063 5,964,888
Notes receivable...................................................................... 149,019 148,263
Other assets.......................................................................... 699,302 481,317
---------------- ---------------
Total assets...................................................................... $ 121,800,820 $ 94,074,766
---------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable--stockholder.......................................................... $ -- $ 200,000
Accounts payable.................................................................... 2,039,125 1,625,480
Accrued compensation and related costs.............................................. 15,684,561 10,479,731
Accrued expenses and other liabilities.............................................. 3,977,585 1,111,117
Income taxes payable................................................................ 1,426,632 --
---------------- ---------------
Total current liabilities......................................................... 23,127,903 13,416,328
Deferred income taxes................................................................. 190,562 217,172
Deferred rent......................................................................... 1,329,225 888,165
---------------- ---------------
Total liabilities................................................................ 24,647,690 14,521,665
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares authorized, none
issued and outstanding............................................................ -- --
Common stock, $.001 par value; 37,000,000 authorized, 22,603,627 and
21,709,758 shares issued in 1997 and 1996, respectively........................... 22,604 21,710
Additional paid-in capital.......................................................... 81,698,871 73,265,367
Retained earnings................................................................... 16,644,138 6,376,652
Deferred compensation............................................................... (1,209,925) (97,831)
Cumulative translation adjustment................................................... (2,558) --
---------------- ---------------
97,153,130 79,565,898
Common stock held in treasury, at cost; 6,605 shares in 1996........................ -- (12,797)
---------------- ---------------
Total stockholders' equity........................................................ 97,153,130 79,553,101
---------------- ---------------
Total liabilities and stockholders' equity........................................ $ 121,800,820 $ 94,074,766
---------------- ---------------
---------------- ---------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------------------
1997 1996 1995
--------------- ---------------- -------------
<S> <C> <C> <C>
Revenues....................................................... $ 173,476,599 $ 103,721,206 60,804,606
Cost of services............................................... 102,936,689 63,504,132 38,342,169
--------------- ---------------- -------------
Gross profit................................................. 70,539,910 40,217,074 22,462,437
Costs and expenses:
Selling...................................................... 6,045,655 3,574,987 2,534,682
Recruiting................................................... 5,865,988 3,264,886 2,275,025
General and administrative................................... 42,083,520 25,526,759 15,921,585
Business combination costs................................... 1,771,257 - -
--------------- ---------------- -------------
Total costs and expenses................................... 55,766,420 32,366,632 20,731,292
--------------- ---------------- -------------
Operating income............................................... 14,773,490 7,850,442 1,731,145
Other income (expense):
Interest expense............................................. (28,586) (57,458) (216,468)
Interest income.............................................. 3,587,791 1,576,901 124,224
Other, net................................................... (183,949) (159,812) 142,584
--------------- ---------------- -------------
Total other income (expense)............................... 3,375,256 1,359,631 50,340
--------------- ---------------- -------------
Income before income taxes (benefit)........................... 18,148,746 9,210,073 1,781,485
Income taxes (benefit)......................................... 7,831,769 3,422,295 (33,435)
--------------- ---------------- -------------
Net income..................................................... $ 10,316,977 $ 5,787,778 $ 1,814,920
--------------- ---------------- -------------
--------------- ---------------- -------------
Pro forma income data (unaudited):
Net income as reported....................................... 10,316,977 5,787,778 1,814,920
Pro forma adjustment to provision for income taxes........... -- -- 666,593
--------------- ---------------- -------------
Pro forma net income (actual in 1997 & 1996).................. $ 10,316,977 $ 5,787,778 $ 1,148,327
--------------- ---------------- -------------
--------------- ---------------- -------------
Basic earnings per share....................................... $ 0.47 $ 0.32 $ 0.09
--------------- ---------------- -------------
--------------- ---------------- -------------
Diluted earnings per share..................................... $ 0.44 $ 0.29 $ 0.08
--------------- ---------------- -------------
--------------- ---------------- -------------
Weighted average number of common shares outstanding........... 22,060,917 17,856,109 12,697,918
--------------- ---------------- -------------
--------------- ---------------- -------------
Weighted average number of common and common
equivalent shares outstanding................................ 23,672,294 19,846,743 15,704,850
--------------- ---------------- -------------
--------------- ---------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Common Stock Additional
----------------------------- Paid-in Retained Deferred
Shares Amount Capital Earnings Compensation
-------------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1994..................... 12,653,918 $12,654 $ 993,185 $ 504,121 --
Partnership income before business combination... 1,730,167
Net income after business combination............ 84,753
Purchase of common stock.........................
Issuance of common stock......................... 185,400 185 249,815
Purchase and retirement of common stock.......... (521,496) (521) (1,499,479)
Partnership capital distributions................ (1,040,122)
Redeemable convertible preferred stock dividend.. (133,334) (50,000)
Accretion of redeemable convertible preferred
stock issuance costs........................... (7,236)
-------------- ------------- ----------- ----------- ------------
Balance at December 31, 1995..................... 12,317,822 12,318 292,996 538,874 --
Net income....................................... 5,787,778
Issuance of common stock......................... 7,363,528 7,363 65,738,869
Issuance of common stock from exercise of
stock options.................................. 42,660 43 209,810
Issuance of common stock from employee stock
purchase plan.................................. 73,600 74 529,845
Tax benefit related to stock plans............... 836,976
Purchase of common stock.........................
Conversion of redeemable convertible preferred
stock to common stock.......................... 1,912,148 1,912 5,531,931 50,000
Deferred compensation from issuance of
stock options.................................. 124,940 (124,940)
Amortization of deferred compensation............ 27,109
-------------- ------------- ----------- ----------- ------------
Balance at December 31, 1996..................... 21,709,758 21,710 73,265,367 6,376,652 (97,831)
Net income....................................... 10,316,977
Issuance of common stock related to
acquisitions................................... 349,608 350 387,112 (49,491)
Issuance of common stock related to
software purchase.............................. 10,422 10 247,863
Issuance of common stock from exercise of
stock options.................................. 391,511 392 2,618,858
Issuance of common stock from employee
stock purchase plan............................ 66,478 66 1,194,755
Tax benefit related to stock plans............... 2,510,523
Issuance of restricted stock awards and options.. 75,850 76 1,474,393 (1,474,469)
Translation adjustment...........................
Amortization of deferred compensation............ -- 362,375
-------------- ------------- ----------- ----------- ------------
Balance at December 31, 1997..................... 22,603,627 $22,604 $81,698,871 $16,644,138 $(1,209,925)
-------------- ------------- ----------- ----------- ------------
-------------- ------------- ----------- ----------- ------------
<CAPTION>
Treasury Stock at Cost Cumulative
---------------------- Translation
Shares Amount Adjustment Total
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance at December 31, 1994..................... (3,236) $ (4,230) $ 1,505,730
Partnership income before business combination... 1,730,167
Net income after business combination............ 84,753
Purchase of common stock......................... (12,160) (19,868) (19,868)
Issuance of common stock......................... 250,000
Purchase and retirement of common stock.......... (1,500,000)
Partnership capital distributions................ (1,040,122)
Redeemable convertible preferred stock dividend.. (183,334)
Accretion of redeemable convertible preferred
stock issuance costs........................... (7,236)
---------- ---------- ----------- -----------
Balance at December 31, 1995..................... (15,396) (24,098) 820,090
Net income....................................... 5,787,778
Issuance of common stock......................... 65,746,232
Issuance of common stock from exercise of
stock options.................................. 46,563 84,406 294,259
Issuance of common stock from employee stock
purchase plan.................................. 529,919
Tax benefit related to stock plans............... 836,976
Purchase of common stock......................... (37,772) (73,105) (73,105)
Conversion of redeemable convertible preferred
stock to common stock.......................... 5,583,843
Deferred compensation from issuance of
stock options.................................. --
Amortization of deferred compensation............ 27,109
---------- ---------- ----------- -----------
Balance at December 31, 1996..................... (6,605) (12,797) 79,553,101
Net income....................................... 10,316,977
Issuance of common stock related to
acquisitions................................... 337,971
Issuance of common stock related to
software purchase.............................. 247,873
Issuance of common stock from exercise of
stock options.................................. 6,605 12,797 2,632,047
Issuance of common stock from employee
stock purchase plan............................ 1,194,821
Tax benefit related to stock plans............... 2,510,523
Issuance of restricted stock awards and options.. --
Translation adjustment........................... (2,558) (2,558)
Amortization of deferred compensation............ 362,375
---------- ---------- ----------- -----------
Balance at December 31, 1997..................... -- -- $(2,558) $97,153,130
---------- ---------- ----------- -----------
---------- ---------- ----------- -----------
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------------
1997 1996 1995
----------------- --------------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income......................................................... $ 10,316,977 $ 5,787,778 $1,814,920
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.................................. 2,485,311 1,314,088 638,365
Deferred income taxes.......................................... (632,793) (183,360) (50,000)
Gain on disposition of property and equipment.................. -- (12,489) --
Unrealized gain on investments................................. (594,119) -- --
Gain on sales of shor-term investments......................... (4,641) (10,438) --
Executive stock expense........................................ -- 30,214 241,668
Changes in assets and liabilities, net of acquisition:
Trade accounts receivable, net............................... (15,056,464) (7,995,384) (5,027,250)
Income taxes receivable...................................... 140,154 535,865 --
Prepaid expenses and other current assets.................... (1,814,306) (877,014) 129,508
Notes receivable............................................. (20,473) 334,452 (2,459)
Other assets................................................. 285,271 (251,532) (120,389)
Accounts payable............................................. 436,588 359,632 820,465
Accrued compensation and related costs....................... 5,164,667 3,808,542 4,063,898
Income taxes payable......................................... 3,922,456 -- --
Accrued expenses and other liabilities....................... 2,414,832 18,222 (68,150)
Deferred rent................................................ 441,060 349,231 412,178
----------------- --------------- -----------
Net cash provided by operating activities............................ 7,484,520 3,207,807 2,852,748
----------------- --------------- -----------
Cash flows from investing activities: -- --
Purchases of short-term investments................................ (115,921,644) (38,980,367) --
Sales of short-term investments.................................... 88,713,027 8,064,005 --
Payment for acquisition............................................ (605,000) -- --
Cash acquired in business combination.............................. 212,115 -- --
Purchases of property and equipment................................ (10,910,896) (3,988,316) (1,988,890)
Proceeds from disposition of property and equipment................ 30,689 43,000 --
----------------- --------------- -----------
Net cash used in investing activities................................ (38,481,709) (34,861,678) (1,988,890)
----------------- --------------- -----------
Cash flows from financing activities:
Proceeds from the issuance of redeemable convertible preferred
stock, net of issuance costs..................................... -- -- 5,393,273
Proceeds from issuance of bank debt................................ -- 48,775 500,000
Payments on bank debt.............................................. -- (1,733,867) (492,738)
Payments on related party debt..................................... (200,000) (117,413) (100,000)
Proceeds from issuance of common stock, net of issuance costs...... -- 65,719,102 --
Proceeds from exercise of stock options............................ 2,590,412 277,427 --
Proceeds from employee stock purchase plan......................... 1,194,821 529,919 --
Purchase of common stock........................................... -- (73,105) (1,519,868)
Partnership capital distributions.................................. -- (860,646) (179,476)
Checks issued in excess of bank balance............................ -- -- (138,603)
----------------- --------------- -----------
Net cash provided by financing activities............................ 3,585,233 63,790,192 3,462,588
----------------- --------------- -----------
Net increase (decrease) in cash and cash equivalents............... (27,411,956) 32,136,321 4,326,446
Cash and cash equivalents at beginning of year....................... 36,462,767 4,326,446 --
----------------- --------------- -----------
Cash and cash equivalents at end of year............................. $ 9,050,811 $ 36,462,767 $ 4,326,446
----------------- --------------- -----------
----------------- --------------- -----------
Supplemental disclosures of cash flow information:
Interest paid...................................................... $ 86,767 $ 68,239 $ 227,328
Income taxes paid.................................................. 4,402,401 2,928,733 16,566
Supplemental disclosures of noncash financing activities:
Issuance of common stock to employees.............................. 900,000 102,130 250,000
Partnership capital distribution payable........................... -- -- 860,646
Conversion of redeemable convertible preferred stock............... -- 5,583,843 --
Tax benefit related to stock plans................................. 2,510,523 836,976 --
Issuance of common stock for the purchase of software.............. 247,873 -- --
Issuance of common stock for business combinations................. 337,971 -- --
Accretion of redeemable convertible preferred stock dividends
and issuance costs............................................... -- -- 190,570
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
1. DESCRIPTION OF BUSINESS
Whittman-Hart, Inc. (the "Company") provides strategic information
technology ("IT") business solutions designed to improve its clients'
productivity and competitive position. The Company offers its clients a
single source for a comprehensive range of services required to successfully
design, develop and implement integrated solutions in the client/server, open
systems, midrange and mainframe computing environments. Among the services
offered by the Company are systems integration; strategic IT planning;
software development; package software implementation; business process
reengineering; organizational change management; networking and connectivity;
conventional and multimedia documentation and training; design and
implementation of collaborative computing solutions; and design and
implementation of electronic commerce solutions (such as Internet/intranet
and electronic data interchange). The Company serves clients in a broad
range of industries including communications, consumer products,
distribution, diversified services, financial services, insurance,
manufacturing, pharmaceuticals, professional services, retail and technology
throughout the United States.
The Company's business was previously owned by Whittman-Hart, L.P. ("LP"),
a Delaware limited partnership, and operated by employees of Whittman-Hart
Corporation II ("Corporation II"), a Delaware corporation, pursuant to a
client service agreement. Corporation II's operations consisted solely of
revenues and expenses related to its client service agreement with LP. The
Company was a limited partner in LP. Corporation II's revenues and LP's
related expenses associated with the client service agreement have been
eliminated in the accompanying consolidated financial statements.
Partnership income before business combination as reported in the
consolidated statements of stockholders' equity represents LP's undistributed
earnings.
Effective December 31, 1995, the Company issued common and redeemable
convertible preferred stock in exchange for the remaining partnership
interests of LP. The exchange represents a combination of entities under
common control and has been accounted for on an "as-if" pooling-of-interests
basis, with the accompanying consolidated financial statements restated for
all periods presented.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
REVENUE RECOGNITION
Revenues are recognized as the related services are performed.
F-6
<PAGE>
PROPERTY AND EQUIPMENT
Depreciation is computed using the straight-line method based on the
estimated useful lives, ranging from three to forty years, of the various
classes of property. Amortization of leasehold improvements is computed over
the shorter of the lease term or estimated useful life of the asset.
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts
of the Company and its subsidiaries. All significant intercompany
transactions have been eliminated. In November 1997, the Company acquired
all of the outstanding stock of Axis Consulting International, Inc. This
acquisition was accounted for using the pooling-of-interests method of
accounting (See Note 4). All prior period historical consolidated financial
statements presented herein have been restated to include the financial
position, results of operations, and cash flows for the acquired company.
TRANSLATION OF FOREIGN CURRENCY
For non-U.S. operations, the functional currency is the applicable local
currency. The translation of the functional currency into U.S. dollars is
performed for balance sheet accounts using the current exchange rates in
effect at the balance sheet date and for revenue and expense accounts using
the average rates of exchange prevailing during the reporting period.
Adjustments resulting from the translation of foreign currency financial
statements are accumulated in a separate component of stockholders' equity.
CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Cash equivalents are comprised of certain highly liquid investments with
original maturities of less than three months. Short-term investments
consist of debt securities with original maturities beyond three months but
less than twelve months. The short-term investments are classified as
available-for-sale under the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Short-term investments are reported at amortized cost, which
approximates fair value.
INCOME TAXES
Income taxes, including pro forma calculations, are accounted for in
accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under the asset and
liability method of Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
STOCK OPTIONS
Prior to January 1, 1996, the Company accounted for its stock options in
accordance with the provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations. As such, compensation expense would be recorded on the date
of grant only if the current market price of the underlying stock exceeded
the exercise price. On January 1, 1996, the Company adopted Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("Statement 123"), which permits entities to recognize as
expense over the vesting period the fair value of all stock-based awards on
the date of grant. Alternatively, Statement 123 also allows entities to
continue to apply the provisions of APB 25 and provide pro forma net income
and
F-7
<PAGE>
pro forma earnings per share disclosures for employee stock options grants
made in 1995 and future years as if the fair-value-based method defined in
Statement 123 had been applied. The Company has elected to continue to apply
the provisions of APB 25 and provide the pro forma disclosure provisions of
Statement 123.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company's financial instruments approximate
their fair values due to the short maturity of these instruments.
RECLASSIFICATIONS
Certain 1996 and 1995 balances have been reclassified to conform to the
1997 presentation.
3. EARNINGS PER SHARE
COMPUTATION OF NET INCOME AND PRO FORMA EARNINGS PER SHARE
Net income and pro forma earnings per share are computed in accordance
with Financial Accounting Standards No. 128, "Earnings per share" ("Statement
128"). The following table reconciles the numerator and denominator for the
calculation of basic and diluted earnings per share for the years ended
December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1997
------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
BASIC EPS
Net income available to common stockholders......... $10,316,977 22,060,917 $.47
Effect of dilutive securities
Stock options..................................... 1,567,129
Restricted stock awards........................... 44,248
------------
DILUTED EPS
Income available to common stockholders
and assumed conversions........................... $10,316,977 23,672,294 $.44
----------- ------------- ---------
----------- ------------- ---------
</TABLE>
F-8
<PAGE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1996
----------------------------------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Net income available to $5,787,778 17,856,109 $.32
common stockholders -----------
-----------
Effect of dilutive securities
Stock options 1,344,496
Redeemable preferred stock 646,138
DILUTED EPS
Income available to common
stockholders and assumed
conversions $5,787,778 19,846,743 $.29
------------------ ------------------ -----------
------------------ ------------------ -----------
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Pro forma net income available to
common stockholders $1,148,327 12,697,918 $.09
-----
-----
Effect of dilutive securities
Stock options 1,094,780
Redeemable preferred stock 92,045 1,912,152
---------------
DILUTED EPS
Pro forma net income available to common
stockholders and assumed
conversions $1,240,372 15,704,850 $.08
------------------ ------------------ -----------
------------------ ------------------ -----------
</TABLE>
4. ACQUISITIONS
On March 20, 1997, the Company acquired the business operations and
certain assets of Organizational Change Dynamics, Inc. ("OCD"), a
Chicago-based firm dedicated to strategic business consulting. The purchase
price consisted of a cash payment of $600,000 and 53,850 shares of restricted
common stock (approximate market value of $900,000) that vest, pro rata, over
a four year period. This acquisition was accounted for as a purchase and
accordingly, the results of OCD have been included in the Company's
consolidated statements of earnings from the date of acquisition. The excess
of the purchase price over the fair value of the net identifiable assets
acquired of $605,264 has been recorded as goodwill and is being amortized on
a straight-line basis over fifteen years. The pro forma impact of this
F-9
<PAGE>
purchase was not significant to the results of the Company's consolidated
operations for the years ended December 31, 1997 and 1996.
On September 8, 1997, the Company acquired all the outstanding capital
stock of Expert Buying Systems, Inc. ("EBS") for 214,986 shares of its common
stock. EBS, based in Vancouver, Washington, develops and markets software
products and services designed to help companies select application software
systems. The business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of
EBS were not material in relation to those of the Company. As such, the
Company has recorded the combination as of September 8, 1997 without
restating prior periods' consolidated statements of earnings to reflect the
pooling-of-interests combination.
On November 21, 1997, the Company acquired all the outstanding capital
stock of Axis Consulting International, Inc. ("Axis") for 1,575,078 shares of
its common stock. Headquartered in San Francisco with an office in New Jersey,
Axis' approximately 130 professionals provide SAP-Registered Trademark-,
network, Microsoft-Registered Trademark- enterprise, database and midrange
solutions. This business combination has been accounted for as a
pooling-of-interests combination and, accordingly, the consolidated financial
statements for periods prior to the combination have been restated to include
the accounts and results of operations of Axis.
On November 21, 1997, the Company acquired all the outstanding
capital stock of World Consulting Limited ("World") for 134,622 shares of its
common stock. Based in London, World specializes in JDEdwards-Registered
Trademark- implementation solutions through a network of approximately 30 IT
professionals. This business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of
World were not material in relation to those of the Company. As such, the
Company has recorded the combination without restating prior periods'
consolidated statements of earnings to reflect the pooling-of-interests
combination.
The following table presents certain statement of earnings data of
the Company and Axis:
<TABLE>
<CAPTION>
Whittman-Hart,
Net Revenues for the: Inc. Axis Combined
<S> <C> <C> <C>
Year ended:
December 31, 1995 $49,822,060 $10,982,546 $ 60,804,606
December 31, 1996 $87,491,040 $16,230,166 $103,721,206
Nine months ended (unaudited):
September 28, 1997 $103,029,350 $18,562,141 $121,591,491
Net income for the:
Year ended:
December 31, 1995 (pro forma) $1,113,574 $34,753 $1,148,327
December 31, 1996 $5,502,755 $285,023 $5,787,778
Nine months ended (unaudited):
September 28, 1997 $7,393,991 $1,300,617 $8,694,608
</TABLE>
F-10
<PAGE>
In connection with the EBS, Axis and World acquisitions, the Company
incurred costs of $1,771,257 primarily related to legal, accounting and
consulting fees.
5. DEBT OBLIGATIONS
The Company has a loan agreement for up to $5,000,000 of unsecured credit
with interest, at the Company's option, at the London Interbank Offered Rate
(LIBOR) plus 1.5% or the lender's prime rate. No borrowings were outstanding
under this loan agreement at December 31, 1997 or 1996. The loan agreement
expires on April 30, 1998.
6. REDEEMABLE CONVERTIBLE PREFERRED STOCK
During 1995, the Company issued 239,019 shares of Redeemable Preferred
Stock. The Redeemable Preferred Stock was recorded at fair value on the date
of issuance less issue costs. The excess of the preference value over the
carrying value was being accreted by periodic charges to additional paid-in
capital over the life of the issue.
In connection with the Company's initial public offering in May 1996, the
239,019 shares of Redeemable Preferred Stock were converted into 1,912,148
shares of common stock. Upon the conversion to common stock, all accrued and
unpaid dividends were canceled.
7. STOCKHOLDERS' EQUITY
On May 8, 1996, the Company completed an initial public offering of its
common stock in which 5,200,000 shares were sold by the Company, resulting in
net proceeds of approximately $37.8 million. On August 27, 1996, the Company
completed a follow-on public offering of its common stock selling an
additional 2,100,000 shares, which resulted in net proceeds of approximately
$27.8 million.
8. COMMITMENTS
LEASES
The Company leases its office facilities and certain equipment under
operating lease arrangements which expire at various dates through October
2004.
Rent expense for the years ended December 31, 1997, 1996 and 1995 was
$6,685,515, $4,669,910 and $2,631,720, respectively. The future minimum
annual lease payments under noncancelable long-term leases are as follows:
<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31, AMOUNT
- -------------------------------------- ----------------
<S> <C>
1998 $ 6,258,585
1999 4,032,029
2000 2,823,465
2001 2,548,145
2002 2,390,618
THEREAFTER 4,269,183
------------
$22,322,025
------------
------------
</TABLE>
PROPERTY
The Company has commitments under contracts for the purchase of land
and buildings to be used for training and other Company purposes. These
commitments were approximately $4.0 million at December 31, 1997.
F-11
<PAGE>
9. INCOME TAXES
Prior to December 31, 1995, the Company's business was owned and operated
by LP; therefore, federal and certain state income tax liabilities were the
responsibility of the partners. Income taxes for the year ended December 31,
1995 are comprised of certain state income taxes of LP and federal and state
income taxes of the Company. The pro forma income tax adjustments for the
year ended December 31, 1995, included in the consolidated statements of
earnings represent federal and the additional state income tax expense that
would have been required had the Company operated as a C corporation during
such year.
Income tax expense (benefit) for the years ended December 31, 1997, 1996
and 1995 consists of the following:
<TABLE>
<CAPTION>
1997 1996 1995
------------- -------------- ------------
<S> <C> <C> <C>
Current:
Federal $ 6,969,138 $2,941,296 $ 13,068
Foreign 3,948 -- --
State 1,491,476 684,259 3,497
------------- -------------- ------------
8,464,562 3,625,555 16,565
------------- -------------- ------------
Deferred:
Federal (528,377) (165,793) (39,817)
State (104,416) (37,467) (10,183)
------------- -------------- ------------
(632,793) (203,260) (50,000)
------------- -------------- ------------
$ 7,831,769 $ 3,422,295 $(33,435)
------------- -------------- ------------
------------- -------------- ------------
</TABLE>
The reconciliation of income taxes computed using the federal statutory
rate of 35% for 1997 and 34% for 1996 to the Company's income tax expense is
as follows:
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Federal income tax at the
statutory rate 35.0% 34.0%
State income tax, net of
federal tax benefit 4.8 4.5
Tax exempt interest income (.5) (2.1)
Nondeductible expenses,
primarily merger related
in 1997 1.4 1.4
Other 2.4 (0.6)
----------- -----------
43.1% 37.2%
----------- -----------
----------- -----------
</TABLE>
F-12
<PAGE>
The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts $ 133,415 $ 62,080
Accrued expenses 568,087 270,134
Stock awards 76,303 --
Deferred rent 369,295 184,683
Deferred compensation 23,510 10,518
Other 92,056 --
----------- -----------
Total gross deferred tax assets 1,262,666 527,415
Deferred tax liabilities:
Property and equipment - depreciation (498,289) (147,581)
Other (153,624) (401,874)
----------- -----------
Total gross deferred tax liabilities (651,913) (549,455)
----------- -----------
Net deferred tax asset (liability) $ 610,753 $ (22,040)
----------- -----------
----------- -----------
</TABLE>
No valuation allowance for deferred tax assets has been recorded as the
Company believes it is more likely than not the deferred tax assets will be
realized in the future.
As a result of income tax benefits related to certain employee stock
plans, $2,510,523 and $836,976 were credited to additional paid-in capital
during 1997 and 1996, respectively.
10. EXECUTIVE STOCK PLAN
Prior to the Company's initial public offering, the Executive Stock Plan
was used to reward selected executives for future services. Under the plan,
executives were awarded common stock that vested over a specified period. In
the event employment was terminated prior to vesting, the executive would not
be entitled to receive the common stock. Executive stock expense reported in
the consolidated statements of earnings amounted to $30,214 and $241,668 in
1996 and 1995.
11. EMPLOYEE STOCK OWNERSHIP PLAN
The Company sponsors an Employee Stock Ownership Plan ("ESOP") which
covers substantially all employees over the age of 21 who have completed one
year of service. Annual ESOP contributions are determined at the discretion
of the Company's Board of Directors. Plan participants become fully vested
after completing four years of service. There were no contributions in 1997,
1996 and 1995. The ESOP held 379,599 and 413,076 shares of the Company's
common stock at December 31, 1997 and 1996, respectively. The Company does
not intend to make future contributions to the ESOP.
12. 401(k) RETIREMENT PLAN
The Company's 401(k) plan covers all employees who have reached 21 years
of age. Participants may contribute up to 12% of their eligible
compensation. The Company matches participant contributions as defined
within the plan. Company contributions amounted to $1,072,520, $320,081, and
$183,857 in 1997, 1996 and 1995, respectively.
F-13
<PAGE>
13. EMPLOYEE STOCK PURCHASE PLAN
In 1996, the Company established a stock purchase plan which permits
eligible employees to purchase, through payroll deductions, shares of the
Company's common stock at 90% of the fair market value on the first or last
day of each six-month offering period, whichever is lower. Payroll
deductions may not exceed 20% of the employee's total gross pay in any
calendar year. The Company has reserved an aggregate of 800,000 shares of
common stock for issuance under the plan. During the years ended December
31, 1997 and 1996, 66,478 and 73,600 shares of common stock were purchased
under the plan, respectively.
14. STOCK COMPENSATION PLANS
In 1995, the Company adopted a stock option plan under which certain
employees may be granted the right to purchase shares of common stock at the
fair market value on the date of grant. The Company has reserved an
aggregate of 4,000,000 shares of common stock for issuance under the plan.
Stock options may be exercised only to the extent they have vested in
accordance with provisions determined by the Board of Directors. In
addition, the Company has from time to time granted stock options outside of
the stock option plan.
The per share weighted-average fair value of stock options granted during
1997 and 1996 was $7.68 and $7.82 on the date of grant using the
Black-Scholes option-pricing model with the following weighted-average
assumptions: 1997- expected dividend yield of 0%, expected volatility of
45%, risk-free interest rate of 5.5% and an expected life of 3 years; 1996-
expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 6.0% and an expected life of 3.25 years; 1995- expected dividend
yield of 0%, expected volatility of 45%, risk-free interest rate of 5.4% and
an expected life of 3.23 years.
Under Statement 123, compensation cost is recognized for the fair value of
the employees' purchase rights under the Employee Stock Purchase Plan. The
weighted-average fair value of those purchase rights granted in 1997 and 1996
was $4.50 and $2.89 using the Black-Scholes model with the following
assumptions: 1997- expected dividend yield of 0%, expected volatility of 45%,
risk-free interest rate of 5.5% and an expected life of six months; 1996-
expected dividend yield of 0%, expected volatility of 45%, risk-free interest
rate of 5.2% and an expected life of six months.
The Company applies APB 25 in accounting for its plans and accordingly, no
compensation cost has been recognized in the consolidated financial
statements for its stock options and its stock purchase plan. Had the
Company determined compensation cost based on the fair value at the grant
date for its stock-based compensation plans under Statement 123, the
Company's consolidated net income and net income per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
1997 1996 1995
---------------- -------------- -------------
<S> <C> <C> <C> <C>
Net Income As reported $10,316,977 $5,787,778 $1,148,327
(pro forma in 1995) Pro forma $7,516,705 $5,290,029 $998,628
Diluted earnings per share As reported $0.44 $0.29 $0.08
(pro forma in 1995) Pro forma $0.32 $0.27 $0.07
</TABLE>
F-14
<PAGE>
Stock option transactions for the years ended December 31, 1995, 1996 and
1997 are summarized as follows (in thousands, except for per share data):
<TABLE>
<CAPTION>
1995 1996 1997
---------------------------- ------------------------------ ---------------------------
SHARES WEIGHTED-AVERAGE SHARES WEIGHTED-AVERAGE SHARES WEIGHTED-AVERAGE
(000) EXERCISE PRICE (000) EXERCISE PRICE (000) EXERCISE PRICE
---------------------------- ------------------------------ ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year - 1,822 $3.19 1,705 $3.54
Granted 1,822 3.19 70 12.00 2,130 20.86
Exercised - (89) 3.30 (398) 6.50
Forfeited - (97) 3.39 (204) 10.28
Outstanding at end of year 1,822 3.19 1,705 3.54 3,233 14.16
Options exercisable at year-end 166 497 930
Weighted-average fair value of
options granted during the year $1.20 $7.82 $7.68
</TABLE>
The following table summarizes information about stock options
outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------- -----------------------------
Weighted- Weighted-
Average Average Weighted-
Range of Remaining Exercise Average
Exercise Prices Shares Contractual Life Price Shares Exercise Price
- ------------------ ----------- ----------------- ----------- ---------- -----------------
<S> <C> <C> <C> <C>
$1.645 to 3.245 1,233,323 8.0 years $ 3.21 554,418 $ 3.23
$8.00 9,286 8.4 8.00 650 8.00
$18.00 to 24.00 1,215,934 9.1 17.84 222,480 18.39
$24.50 to 30.00 727,910 9.6 25.56 143,333 25.62
$30.13 TO 33.63 46,591 9.9 30.96 9,317 30.96
- --------------- --------- --- ------- ------- ------
$1.645 to 33.63 3,233,044 8.8 $ 14.16 930,198 $10.59
- --------------- --------- --- ------- ------- ------
- --------------- --------- --- ------- ------- ------
</TABLE>
15. RELATED-PARTY TRANSACTIONS
The Company has several notes receivable from executives outstanding at
December 31, 1997 and 1996 totaling $197,621 and $177,148, respectively. The
notes bear interest at the prime rate and are due on various dates through
June 1999.
During 1997, the Company sold a fixed asset management software product to
a company which is owned, in part, by an officer for $1.1 million, resulting
in a gain of $465,000.
16. REVENUES FROM SIGNIFICANT CLIENTS
During 1997, 1996 and 1995 no client accounted for 10% or more of the
Company's total consolidated revenues.
F-15
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Whittman-Hart, Inc.:
Under date of February 13, 1998, we reported on the consolidated
balance sheets of Whittman-Hart, Inc. and subsidiaries as of December 31,
1997 and 1996, and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1997, as contained in the annual report on Form
10-K for the year 1997. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule. The consolidated financial statement schedule
is the responsibility of the Company's management. Our responsibility is to
express an opinion on the consolidated financial statement schedule based on
our audits.
In our opinion, the consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.
KPMG Peat Marwick LLP
Chicago, Illinois
February 13, 1998
S-1
<PAGE>
SCHEDULE II
WHITTMAN-HART, INC.
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Balance at Charged to Balance at
Beginning Costs and End of
Description of Year Expenses Deductions (1) Year
- ------------------------------------- ------------------ --------------- -------------- ------------
<S> <C> <C> <C> <C>
For the year ended December 31, 1997:
Allowance for doubtful accounts $ 160,000 $ 534,396 $(196,650) $ 497,746
For the year ended December 31, 1996:
Allowance for doubtful accounts 100,000 338,478 (278,478) 160,000
For the year ended December 31, 1995:
Allowance for doubtful accounts 346,874 113,807 (360,681) 100,000
</TABLE>
(1) Bad debts written off.
S-2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Whittman-Hart, Inc.
Date: March 30, 1998 By: /S/ Robert F. Bernard
----------------------------------
Robert F. Bernard
Chairman of the Board
and Chief and Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/S/ Robert F. Bernard Chairman of the Board March 30, 1998
- ---------------------- and Chief Executive Officer
Robert F. Bernard (principal executive officer)
/s/ Kevin M. Gaskey Chief Financial Officer and March 30, 1998
- ---------------------- Treasurer (principal financial and
Kevin M. Gaskey accounting officer)
/s/ Edward V. Szofer Director, President and March 30, 1998
- ------------------------ Secretary
Edward V. Szofer
/s/ Stanley F. Martin Chief Operating Officer March 30, 1998
- -----------------------
Stan Martin
/s/ Paul D. Carbery Director March 30, 1998
- ------------------------
Paul D. Carbery
/s/ Lawrence P. Roches Director March 30, 1998
- -------------------------
Lawrence P. Roches
/s/ Robert F. Steel Director March 30, 1998
- ------------------------
Robert F. Steel
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of KPMG Peat Marwick LLP.
27.1 Financial Data Schedule
27.2 Financial Data Schedule-Restated
27.3 Financial Data Schedule-Restated
27.4 Financial Data Schedule-Restated.
<PAGE>
EXHIBIT 23.1
INDEPENDENT ACCOUNTANTS' CONSENT
The Stockholders and Board of Directors
Whittman-Hart, Inc.:
We consent to incorporation by reference in the registration statements
on Forms S-1 (No. 333-18059) and S-8 (No. 333-03523) of Whittman-Hart, Inc.
of our reports dated February 13, 1998, relating to the consolidated balance
sheets of Whittman-Hart, Inc. and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of earnings, stockholders'
equity, cash flows and the related financial statement schedule for each of
the years in the three-year period ended December 31, 1997, which report
appears in the December 31, 1997 Form 10-K of Whittman-Hart, Inc. These
consolidated financial statements and financial statement schedule and our
reports thereon are included herein.
KPMG Peat Marwick LLP
Chicago, Illinois
March 26, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 9,051
<SECURITIES> 58,708
<RECEIVABLES> 34,575
<ALLOWANCES> 498
<INVENTORY> 0
<CURRENT-ASSETS> 105,871
<PP&E> 19,962
<DEPRECIATION> 4,881
<TOTAL-ASSETS> 121,801
<CURRENT-LIABILITIES> 23,128
<BONDS> 0
0
0
<COMMON> 23
<OTHER-SE> 97,130
<TOTAL-LIABILITY-AND-EQUITY> 121,801
<SALES> 0
<TOTAL-REVENUES> 173,477
<CGS> 0
<TOTAL-COSTS> 102,937
<OTHER-EXPENSES> 55,766
<LOSS-PROVISION> 534
<INTEREST-EXPENSE> 29
<INCOME-PRETAX> 18,149
<INCOME-TAX> 7,832
<INCOME-CONTINUING> 10,317
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,317<F1>
<EPS-PRIMARY> .47
<EPS-DILUTED> .44
<FN>
<F1>Actual net income in 1997 and 1996, pro forma in 1995
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> 36,463 4,326
<SECURITIES> 30,901 0
<RECEIVABLES> 18,393 10,337
<ALLOWANCES> 160 100
<INVENTORY> 0 0
<CURRENT-ASSETS> 87,480 15,652
<PP&E> 8,803 4,912
<DEPRECIATION> 2,838 1,654
<TOTAL-ASSETS> 94,075 19,203
<CURRENT-LIABILITIES> 13,416 10,896
<BONDS> 0 0
0 5,584
0 0
<COMMON> 22 12
<OTHER-SE> 79,531 808
<TOTAL-LIABILITY-AND-EQUITY> 94,075 19,203
<SALES> 0 0
<TOTAL-REVENUES> 103,721 60,805
<CGS> 0 0
<TOTAL-COSTS> 63,504 38,342
<OTHER-EXPENSES> 32,367 20,731
<LOSS-PROVISION> 338 114
<INTEREST-EXPENSE> 57 216
<INCOME-PRETAX> 9,210 1,781
<INCOME-TAX> 3,422 633
<INCOME-CONTINUING> 5,787 1,148
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 5,787<F1> 1,148<F1>
<EPS-PRIMARY> .32 .09
<EPS-DILUTED> .29 .08
<FN>
<F1>Actual net income in 1997 and 1996, pro forma in 1995
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 APR-01-1997 JUL-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 13,654 15,014 7,150
<SECURITIES> 51,500 49,222 57,766
<RECEIVABLES> 21,562 26,362 31,544
<ALLOWANCES> 160 260 361
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 88,734 92,980 99,742
<PP&E> 9,835 13,413 17,536
<DEPRECIATION> 3,244 3,708 4,329
<TOTAL-ASSETS> 97,468 104,839 113,795
<CURRENT-LIABILITIES> 12,635 16,450 19,537
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 21 22 22
<OTHER-SE> 83,638 88,366 93,060
<TOTAL-LIABILITY-AND-EQUITY> 97,468 104,839 113,795
<SALES> 0 0 0
<TOTAL-REVENUES> 34,945 41,132 45,515
<CGS> 0 0 0
<TOTAL-COSTS> 20,867 24,494 26,519
<OTHER-EXPENSES> 10,555 12,493 14,602
<LOSS-PROVISION> 0 100 201
<INTEREST-EXPENSE> 1 32 0
<INCOME-PRETAX> 4,263 4,940 5,302
<INCOME-TAX> 1,714 2,003 2,093
<INCOME-CONTINUING> 2,549 2,937 3,209
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 2,549 2,937 3,209
<EPS-PRIMARY> .12 .13 .14
<EPS-DILUTED> .11 .13 .13
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<CURRENCY> U.S.DOLLARS
<S> <C> <C> <C>
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<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 APR-01-1996 JUL-01-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<EXCHANGE-RATE> 1 1 1
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<SECURITIES> 0 7,007 11,560
<RECEIVABLES> 11,858 15,792 15,153
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<INVENTORY> 0 0 0
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<PP&E> 6,132 7,443 7,970
<DEPRECIATION> 1,786 2,064 2,387
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<CURRENT-LIABILITIES> 8,780 8,786 9,055
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5,727 0 0
0 0 0
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<OTHER-SE> 1,715 46,484 76,579
<TOTAL-LIABILITY-AND-EQUITY> 18,077 56,113 86,601
<SALES> 0 0 0
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<CGS> 0 0 0
<TOTAL-COSTS> 12,696 15,048 16,360
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<INTEREST-EXPENSE> 31 47 47
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<INCOME-TAX> 468 674 1,122
<INCOME-CONTINUING> 988 1,180 1,684
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<NET-INCOME> 988 1,180 1,684
<EPS-PRIMARY> .08 .07 .08
<EPS-DILUTED> .06 .06 .08
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