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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, 1998
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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
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WHITTMAN-HART, INC.
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(Exact name of registrant as specified in its charter)
Delaware 36-3797833
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
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(Address of principal executive offices) (Zip Code)
(312) 922-9200
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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
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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 10 , 1999, 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 $28.50 on March 10, 1999, and for the purpose of this calculation only,
the assumption that all of the registrant's directors and executive officers are
affiliates) was approximately $ 1,119,187,419.
As of March 10, 1999, there were 52,770,436 shares of the registrant's common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive Proxy Statement for the registrant's
1999 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 23 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,
Internet and midrange computing environments. The Company provides its services
through five types of business services: 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 improvement; 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 64% since the Company
began business in 1984. For 1998, Whittman-Hart's revenues grew 69% to $307.6
million from $181.7 million in 1997. From December 31, 1997 to December 31,
1998, the number of consultants employed by the Company increased 57% from
1,465 to approximately 2,300.
Whittman-Hart sells and delivers its services through a network of
seventeen branch offices located in Atlanta, Boston, Chicago, Cincinnati,
Cleveland, Columbus, Ohio; Dallas, Denver, Florham Park, New Jersey; Grand
Rapids, Michigan; Indianapolis, Milwaukee, Minneapolis, Peoria, Illinois; St.
Louis, San Francisco and London. The Company has developed a geographic
expansion strategy that includes establishing new branches through both a
greenfield approach and strategic acquisition.
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.
The Company opened its Dallas and Columbus branches in 1996, and Grand
Rapids and Cleveland branches in 1997 through greenfield expansion. Also in
1997, the Company developed its presence in San Francisco, New Jersey and
London through the acquisitions of Axis Consulting International, Inc.
("Axis") and World Consulting Limited ("World"). In 1998, the Company opened
greenfield offices in Atlanta and Minneapolis. Subsequently, the Company
augmented its growth in Minneapolis through the acquisition of NCC. The
Company also established its Boston office in 1998 through the acquisition of
QCC. Expansion plans for 1999 include growth of recently announced operations
in St. Louis, and continued evaluation of strategic acquisitions and new
branch locations. Details of the Company's acquisitions are discussed below and
in Note 4 of the Consolidated Financial Statements.
In November 1997, the Company expanded its geographic reach through the
acquisitions of Axis. Axis' professionals provide SAP(R), network, Microsoft(R)
enterprise, database and midrange solutions. The acquisition of Axis was
accounted for using the pooling-of-interests method of accounting. As a result,
the Company's financial statements have been restated to include the results of
Axis for all periods presented.
Also in November 1997, the Company established its international presence
through the acquisition of World. Based in London, World specializes in
JDEdwards(R) implementation solutions. The financial position and results of
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 financial statements to reflect the pooling-of-interests
combination.
During March 1998, the Company acquired all the outstanding capital stock
of QCC, Inc. ("QCC") for 600,000 shares of its common stock. Headquartered in
the Boston metropolitan area, QCC's approximately 75 professionals provide the
following services: package software evaluation; business process improvement;
data warehousing; implementation of software packages developed by SSA(R),
Oracle(R) and JDEdwards(R); application development for AS/400 and client/server
applications; and Year 2000 compliance services. This business combination has
been accounted for as a pooling-of-interests combination. The financial position
and results of operations of QCC were not material in relation to those of the
Company. As such, the Company has recorded the combination without restating
prior periods' consolidated financial statements to reflect the
pooling-of-interests combination.
During July 1998, the Company acquired North Central Consulting, Inc.
("NCC"), a Minneapolis-based IT services firm. The Company issued 638,508 shares
of its common stock in the transaction. Headquartered in Minnetonka, Minnesota,
with a satellite office in Milwaukee, NCC's approximately 120 professionals
specialize in providing ERP software implementations, custom application
development and Internet-enabled solutions to middle-market manufacturing,
distribution and financial services companies, as well as some divisions and
departments of Fortune 500 companies. The combination of Whittman-Hart's
recently opened Minneapolis branch with approximately 40 employees and NCC's
four-year-old office accelerates Whittman-Hart's ability to provide a full-suite
of IT services to its target customer base in this market. The acquisition of
NCC was accounted for using the pooling-of-interests method of accounting. As a
result, the Company's financial statements have been restated to include the
results of NCC for all periods presented.
On March 9, 1999, the Company acquired the Waterfield Technology Group
("Waterfield") a Boston-based IT services firm and strategic business partner of
Kurt Salmon and Associates, a global consulting firm, for 574,074 shares of its
common stock for all of the outstanding stock of the Waterfield. Headquarted in
Lexington, Massachusetts, with a branch office in Parsippany, New Jersey,
Waterfield's approximately 100 employees specialize in client server and
Internet -enabled application development. They have extensive experience with
Java and Java-based tools, Powerbuilder and the Microsoft suite of
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products. This business combination will be accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements presented in future reports will be restated
to include the accounts and results of operations of Waterfield. See Note 19 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,
the Internet, 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 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 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.
Whittman-Hart is structured to provide middle-market companies an objective,
single-source provider for all of their IT needs.
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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 under five
types of services, with each service 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
service type. The Company delivers modularized services using resources from
each service provider as well as enterprise-wide solutions integrating
resources. 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 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 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 margin 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:
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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,
resource availability 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 Grand
Rapids and Cleveland branches in 1997 through greenfield expansion. Also in
1997, the Company developed its presence in San Francisco, New Jersey and London
through the acquisitions of Axis and World. In 1998, the Company opened
greenfield offices in Atlanta and Minneapolis. Subsequently, the Company
augmented its growth in Minneapolis through the acquisition of NCC. The Company
also established its Boston office in 1998 through the acquisition of QCC.
Expansion plans for 1999 include growth of recently announced operations in
St. Louis 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. The Company believes its solution
development process, which links the elements of market positioning, sales
strategy, and service delivery methodology in an integrated offering, is a
competitive advantage. The process enables the Company to deliver high-value
solutions 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. Through this process the company has introduced Select Smart(R),
an ERP software package evaluation solution, and Implementor and Upgrade Service
Paks for JDEdwards(R) and SSA's BPCS(R) ERP software. In addition to internal
development, the Company adds new competencies and skills through acquisition.
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,
pursue joint marketing opportunities, provide training for the Company's
consultants and jointly develop new service offerings incorporating the
Company's proprietary methodology. For example, the Company has established
business partner relationships with such companies as Informix Software, Inc.,
IBM Corporation, Interworld Corporation,
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JD Edwards, Inc., Lotus Corporation, Lucent Technologies, Microsoft Corporation,
Novell, Inc., Open Market, Inc., Oracle Corporation, SAP America, and
Silverstream Software, 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 or to re-sell the partners' products. 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 and minimize recruiting
agency fees, the Company has an enterprise recruiting organization supported by
a sophisticated infrastructure leveraging the Internet and other tools and
resources. A decentralized recruiting staff recruits from and for the local
branch offices. Headquarters recruiting staff provides supplemental support
during spikes in demand, supports strategic expansion, and sources executive
level and special skill set candidates. Recruiting costs per hire, for the
Company, increased slightly to $6,200 in 1998 from approximately $6,000 per hire
in 1997.
Whittman-Hart has developed an enterprise learning model known as the
Whittman-Hart Institute for Strategic Education ("WHISE"). The Company employs a
"virtual learning environment" to enable consultants to identify and close skill
gaps through a progression of skill development experiences. WHISE employs
instructor-led, computer-based training and other distance learning technologies
to develop employees with both business and technical expertise efficiently and
effectively.
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.
LEVERAGE BUSINESS SYSTEMS AND TECHNICAL INFRASTRUCTURE TO ENABLE IMPROVED
COMPANY PERFORMANCE. Just as Whittman-Hart counsels its clients, the Company
believes that information technology can be a powerful strategic business tool.
In 1998, the Company initiated a project to replace or enhance its entire
systems portfolio with scalable applications and the technical infrastructure
required to support projected growth. The integrated environment will support
the company's core business processes (opportunity management, resource
staffing, project management and billing), the employee lifecycle or "supply
chain" (recruiting, training, developing, and staffing), and back office
operations (finance, accounting, and human resources).
FOCUS ON OPERATIONAL EXCELLENCE. In 1998, the Company formed a North
American Operations group comprising five regions in the US. The group's mission
is to achieve superior branch performance, measured by market growth, return on
investment and profitability, and based on the rigorous execution of annual
business and financial plans. The corporate operations team provides support for
recruiting, business development, service quality and delivery, and financial
management.
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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 major systems projects 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 service types 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 services.
SOLUTION STRATEGIES. Solution Strategies 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. Package Software Solutions employs a
business-requirements and user-driven methodology for rapid package software
implementations. Combined with end-user training, quality assurance, network
infrastructure and organizational change management, Whittman-Hart provides a
complete package implementation solution. Consultants in this unit help clients
with a variety of popular business software from vendors such as Baan, J.D.
Edwards, Oracle, SAP, Siebel Systems, SSA, and Trilogy Software, among others.
The Company works with clients to integrate front office solutions with their
back office or enterprise resource planning (ERP) systems. Front office, or
"customer-facing" solutions, include customer relationship management (CRM),
e-business extended relationship management, and sales force automation (SFA).
CUSTOM APPLICATIONS. Custom Applications 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 web-based and object-oriented
tools.
NETWORK ENABLED SOLUTIONS. Network Enabled Solutions 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. Interactive Solutions 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.
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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
13% and 17% of its revenues during 1998 and 1997, respectively. During 1998,
1997 and 1996, 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 1998
ranged from approximately $3.0 million to $9.0 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 consultant, is assigned to select profile accounts to establish and manage
long-term relationships and service delivery. 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 a rigorous process comprising detailed interviews
by Whittman-Hart's recruiting personnel, technical testing and interviews by
consultants, and an appraisal by Whittman-Hart's managers. As of January 31,
1999, the Company employed approximately 3,100 employees, of whom approximately
2,400 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 identify and close skill gaps through a progression of
development experiences. This process begins with Whittman-Hart's centralized
New Employee Orientation (NEO) program where new employees participate in
structured workshops designed to introduce the culture and client-focused
business model, and teach them to leverage the web-based employee development
tools offered through WHISE.
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 independent
contractors as consultants 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 Five" 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(R)," "Making Information Technology Work(R)", "We Are IT(R)",
"Select Smart(R)" and "Compliance 2000(R)" 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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<PAGE>
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, Madison, Minneapolis, Atlanta,
Denver, Grand Rapids, Cincinnati, Peoria, Dallas, Boston, Salem NH, Cleveland,
Columbus, San Francisco, New Jersey and London.
In addition, the Company purchased a 37,000 square foot facility in
Chicago in April 1997. In 1998, the Company purchased five of its adjacent
buildings for approximately $5.0 million, of which a portion will be raised
during 1999, and the space will be used for future expansion. In early 1999,
the Company purchased a 120,000 square foot building adjacent to the
Company's recently acquired Chicago facilities, for approximately $3.1
million. These buildings were purchased to provide space for the new Chicago
facility which will house the education center, the Chicago branch office,
and the Company's corporate headquarters. The Company 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 1998 fiscal year.
11
<PAGE>
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 $4.00 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
splits which were effective December 10, 1996 and July 12, 1998.
<TABLE>
<CAPTION>
1996
- --------------------------------- --------------------
Period High Low
- --------------------------------- -------- --------
<S> <C> <C>
Second Quarter (from May 3, 1996) 10 3/8 5 1/4
Third Quarter 11 15/16 5 5/8
Fourth Quarter 14 1/16 9 5/8
- --------------------------------- -------- --------
<CAPTION>
1997
- --------------------------------- --------------------
Period High Low
- --------------------------------- -------- --------
<S> <C> <C>
First Quarter 13 1/2 6 13/16
Second Quarter 14 5/8 8 13/16
Third Quarter 16 5/8 11 7/8
Fourth Quarter 17 1/2 11 7/8
- --------------------------------- -------- --------
<CAPTION>
1998
- --------------------------------- --------------------
Period High Low
- --------------------------------- -------- --------
<S> <C> <C>
First Quarter 22 27/32 14 1/16
Second Quarter 24 3/16 18 13/16
Third Quarter 24 55/64 17 1/2
Fourth Quarter 27 5/8 13 9/16
- --------------------------------- -------- --------
</TABLE>
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.
As of March 10, 1999, there were approximately 699 stockholders of record.
12
<PAGE>
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."
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------
(In thousands, except per share amounts) 1998 1997 1996 1995 1994
- ------------------------------------------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues $307,613 $181,655 $106,702 $ 62,016 $ 34,615
Cost of services 176,830 108,456 65,383 39,131 20,705
-------- -------- -------- -------- --------
Gross profit 130,783 73,199 41,319 22,885 13,910
Costs and expenses:
Selling 12,124 6,746 3,751 2,694 1,431
Recruiting 10,509 6,310 3,391 2,472 1,190
General and administrative 79,334 43,923 26,237 16,169 9,481
Business combination costs 775 1,771 -- -- --
-------- -------- -------- -------- --------
Total costs and expenses 102,742 58,750 33,379 21,335 12,102
-------- -------- -------- -------- --------
Operating income 28,041 14,449 7,940 1,550 1,808
Other income (expense) 5,647 3,376 1,360 50 (32)
-------- -------- -------- -------- --------
Income before income taxes 33,688 17,825 9,300 1,600 1,776
Initial deferred income taxes 676 -- -- -- --
Income tax expense (benefit) 14,198 7,832 3,422 (33) 43
-------- -------- -------- -------- --------
Net income $ 18,814 $ 9,993 $ 5,878 $ 1,633 $ 1,733
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Pro forma income data:
Net income as reported $ 18,814 $ 9,993 $ 5,878 $ 1,633 $ 1,733
Pro forma adjustment to provision for
income taxes (1) -- -- -- 667 255
-------- -------- -------- -------- --------
Pro forma net income (actual in 1998, 1997 and
1996)(1) $ 18,814 $ 9,993 $ 5,878 $ 966 $ 1,478
-------- -------- -------- -------- --------
Pro forma basic earnings per share (actual in
1998, 1997 and 1996)(2) $ .38 $ .22 $ .16 $ .04
Pro forma diluted earnings per share (actual in
1998, 1997 and 1996)(2) $ .35 $ .21 $ .15 $ .03
-------- -------- -------- -------- --------
Weighted average number of common shares
outstanding 49,424 44,760 36,351 26,034
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
Weighted average number of common and common
equivalent shares outstanding 54,258 47,983 40,332 32,048
-------- -------- -------- -------- --------
-------- -------- -------- -------- --------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
December 31,
--------------------------------------------------------
1998 1997 1996 1995 1994
-------- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and
Short-term and long term investments $148,124 $ 67,695 $ 67,398 $ 4,524 $ --
Working capital 144,863 83,105 74,237 4,792 1,519
Total assets 243,020 123,780 94,694 19,582 8,338
Long-term debt, less current portion -- 237 23 1,135 1,600
Redeemable convertible preferred stock -- -- -- 5,584 --
Total stockholders' equity 207,763 97,755 79,747 808 1,923
</TABLE>
- ----------
(1) Reflects federal and certain additional state income tax expense for 1994
and 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 1999 AND BEYOND COULD DIFFER
MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, ANY SUCH FORWARD-LOOKING
STATEMENTS. SEE "SAFE HARBOR PROVISION" ON PAGE 23 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).
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.
14
<PAGE>
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 and the growth of current client relationships at
existing and new branch locations. During 1998, the Company supplemented its
internal revenue growth with the acquisitions of QCC, Inc. ("QCC") and North
Central Consulting, Inc. ("NCC"). During 1999, 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.
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
---------------------------- ---------------------
1998 1997
Year Ended December 31, Compared Compared
1998 1997 1996 To 1997 To 1996
---- ---- ---- -------- -------
<S> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS DATA:
Revenues 100% 100% 100% 69% 70%
Cost of services 58 60 61 63 66
--- --- ---
Gross profit 42 40 39 79 77
Costs and expenses:
Selling 4 4 3 80 80
Recruiting 3 3 3 67 86
General and administrative 26 24 25 81 67
Business combination costs * 1 -- (56) 100
--- --- ---
Total costs and expenses 33 32 31 75 76
--- --- ---
Operating income 9 8 8 94 82
Other income (expense) 2 2 1 67 148
--- --- ---
Income before income taxes 11 10 9 89 92
Income taxes 5 4 3 90 129
--- --- ---
Net income 6 6 6 88 70
--- --- ---
--- --- ---
</TABLE>
*Not meaningful.
15
<PAGE>
All prior period amounts have been restated to reflect the acquisition of
North Central Consulting in July 1998 accounted for using the
pooling-of-interests method of accounting (see Note 4 of Notes to Consolidated
Financial Statements).
1998 COMPARED TO 1997
REVENUES. Revenues increased 69% to $ 307.6 million in 1998 from $181.7
million in 1997. The increase was attributable to the addition of new clients
and the growth of current client relationships at existing and new branch
locations. Revenues from the Company's ten most significant clients grew in 1998
by 34 %, but as a percentage of total revenues declined to 13% in 1998 as
compared to 17% in 1997.
GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit in 1998 grew 79%
to $130.8 million from $73.2 million in 1997. Gross profit as a percentage of
revenues was 42% in 1998 as compared to 40% in 1997. These increases were
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.
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 in 1998 increased
approximately 80% to $12.1 million from $6.7 million in 1997. These increases
were attributable to higher commissions, an increased fixed cost structure
related to newly acquired offices and business development initiatives, and
other costs associated with the increase in revenues. As a percentage of
revenues, however, selling expenses in 1998 were 4%, consistent with the same
period in the prior year.
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 in 1998
increased 67% to $10.5 million from $6.3 million in 1997. The number of
employees increased 57% to approximately 2,950 at December 31, 1998, from 1,878
at December 31, 1997. Total recruiting costs per hire increased to approximately
$6,200 in 1998, up from approximately $6,000 in 1997. As a percentage of
revenues, recruiting expenses remained at 3% in 1998 and 1997. As of December
31, 1998, approximately 78% of the Company's total employees were consultants.
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 in 1998 increased 81% to
$79.3 million from $43.9 million in 1997. As a percentage of revenues, general
and administrative expenses increased to 26% in 1998 from 24% in 1997. These
increases were attributable to new and newly acquired offices, integration costs
associated with the Company's acquisitions, corporate initiatives associated
with the Company's Focus 2002 strategic plan, costs related to new branch
locations and the addition of management to support the Company's growth
strategies.
BUSINESS COMBINATION COSTS. Business combination costs were $0.8 million in
1998 and $1.8 million in 1997. As a percentage of revenue, business combination
costs accounted for less than 1% of
16
<PAGE>
revenues in 1998 and 1% in 1997. The business combination costs included legal,
accounting and other transaction-related fees and expenses. During 1998 these
costs related to the Company's acquisitions of QCC Incorporated ("QCC") in March
1998 and North Central Consulting ("NCC") in July 1998. In 1997, the Company
incurred similar costs in connection with acquisitions of Axis Consulting
International, Inc., Expert Buying Systems, Inc. and World Consulting Limited.
OPERATING INCOME. Operating income increased 94% to $28.0 million in 1998
from $14.4 million in 1997. As a percentage of revenues, operating income
increased to 9% in 1998 from 8% in 1997 due to the increase in gross profit
margin and lower business combination costs partially offset by an increase in
general and administrative expenses.
OTHER INCOME (EXPENSE). Other income (expense) increased 67% to $5.6
million in 1998 from $3.4 million in 1997. This increase is primarily
attributable to the Company earning interest on investments of the net proceeds
from the Company's public offering in May 1998 .
INCOME TAXES. The Company's effective tax rate was 44% in 1998 and 1997.
The effective tax rate in 1998 and 1997 includes non-deductible business
combination costs and in 1988 includes, the recording of initial deferred income
tax expense related to the acquisitions of QCC and NCC.
1997 COMPARED TO 1996
REVENUES. Revenues increased 70% to $181.7 million in 1997 from $106.7
million in 1996. The increase was attributable to the addition of new
clients, the growth of existing client relationships, the opening of new
branches and expanding the revenue base in existing branch locations. In
addition, 1997 acquisitions accounted for 24% of total revenue in 1997.
Revenues from the Company's ten most significant clients grew 47% in 1997,
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 77% to
$73.2 million in 1997 from $41.3 million in 1996. Gross profit as a percentage
of revenues increased to 40% 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 80% to $6.7 million
in 1997 from $3.8 million in 1996. As a percentage of revenues, selling expenses
increased to 4% in 1997 from 3% in 1996. This increase was 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
86% to $6.3 million in 1997 from $3.4 million in 1996. The number of employees
increased 59% to 1,878 as of December 31, 1997, from 1,178 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%.
17
<PAGE>
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 67% to $43.9
million in 1997 from $26.2 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 $1.8 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 82% to $14.4 million in 1997
from $7.9 million in 1996. As a percentage of revenues, operating income
remained consistent at 8% in 1997 and 1996 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 business
combination costs of $1.8 million and start-up costs of over $3.0 million, the
Company was able to maintain its operating margin 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 the 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 44% in 1997 as compared
to 37% in 1996. This increase is primarily attributable to non-deductible
business combination costs in 1997.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1998, the Company had approximately $148.1 million of
cash, cash equivalents, and short-term and long-term investments compared to
$67.7 million at December 31, 1997. The Company's primary source of liquidity
has been cash provided through equity offerings and cash from operations. 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 December 31,
1998. The Company's loan agreement expires on April 30, 1999.
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
loan facilities. On August 27, 1996, the Company completed an offering of its
common stock, resulting in net proceeds to the Company of $27.8 million. On May
8, 1998, the Company completed another public offering of its common stock,
resulting in net proceeds to the Company of $69.6 million.
18
<PAGE>
Operating activities provided net cash flows of $21.5 million, $6.3 million
and $2.9 million in 1998, 1997 and 1996, respectively, primarily as the result
of increases in net income and in accrued compensation, income taxes payable and
other accrued liabilities, which were partially offset by increases in accounts
receivable.
Capital expenditures of $21.7 million, $11.2 million and $4.0 million in
1998, 1997 and 1996, respectively, consisted primarily of real estate,
computer equipment 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 1999 and future years relating to the opening of new
branch offices, as well as expenditures of approximately $20.0 million
(during 1999) related to expansion of the Company's new Chicago facility
which will house the Company's education center, the Chicago branch office,
and its corporate headquarters. In addition, (as mentioned in the section
entitled "Year 2000") the Company is in the process of replacing its existing
information systems and expects capital expenditures of approximately
$15.0 million during 1999.
During 1998, cash was provided by the exercise of stock options and the
purchase of common stock through the employee stock purchase plan, which
accounted for $13.2 million.
During March 1998, the Company acquired all the outstanding capital stock
of QCC, Inc. ("QCC") for 600,000 shares (includes the effect of stock split) of
its common stock. Headquartered in the Boston metropolitan area, QCC's
approximately 75 professionals provide the following services: package software
evaluation; business process reengineering; data warehousing; implementation of
software packages developed by SSA(R), Oracle(R) and JDEdwards(R); application
development for AS/400 and client server applications; and Year 2000 compliance
services. This business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of QCC
were not material in relation to those of the Company. As such, the Company has
recorded the combination without restating prior periods' consolidated financial
statements to reflect the pooling-of-interests combination.
During July 1998, the Company acquired North Central Consulting, Inc.
("NCC"), a Minneapolis-based IT services firm. The Company issued 638,508
shares (includes the effect of stock split) of its common stock in the
transaction, which was accounted as a pooling-of-interests combination and,
accordingly, the Company's historical consolidated financial statements have
been restated to include the financial position and results of operation of
NCC for all periods presented. Headquartered in Minnetonka, Minnesota, with a
satellite office in Milwaukee, NCC's approximately 120 professionals
specialize in providing ERP software implementations, custom application
development and internet-enabled solutions to middle-market manufacturing,
distribution and financial services companies, as well as some divisions and
departments of Fortune 500 companies. The combination of Whittman-Hart's
recently opened Minneapolis branch with approximately 40 employees and NCC's
four-year-old office accelerates Whittman-Hart's ability to provide a
fullsuite of IT services to its target customer base.
In April 1997, the Company purchased a 37,000 square foot building for
approximately $2.0 million. During 1998, the Company purchased five
additional buildings adjacent to its prior purchases for approximately $5.0
million of which a substantial portion will be raised during 1999. In January
1999 the Company purchased a 120,000 square foot building also adjacent to
its prior purchases for approximately $ 3.1 million. The above facilities
were purchased to house the Company's education center, Chicago branch
office, and to provide space for its corporate headquarters.
19
<PAGE>
The Company anticipates the net proceeds of its three public offerings, together
with existing sources of liquidity and funds generated from operations, will
provide adequate cash to fund its anticipated cash needs at least through the
next 12 months.
YEAR 2000
The Company has identified three issues related to Year 2000 compliance; first
is the effect on internal information systems, second are issues related to
vendors performing services for the Company, and finally are the issues related
to consulting activities performed by the Company.
The Company is in the process of replacing its existing internal information
systems. The system replacement was part of a strategic initiative and was not
accelerated to address Year 2000 issues. This initiative is expected to be
completed in the third quarter of 1999. A contingency plan exists to make
existing systems Year 2000 compliant by the end of the third quarter 1999 in the
unlikely event the new systems' implementation cannot be completed. The cost of
this implementation is not expected to have a material adverse impact on the
Company's results of operations or financial condition.
The Company has relationships with several vendors who provide administration of
compensation and related employee benefits and other vendors who perform banking
and treasury services. The Company has completed an evaluation of the state of
readiness of these vendors and it beleives that the vendors are currently year
2000 compliant or will become compliant during 1999. Contingency plans are in
place to administer employee compensation and benefits in the event of
non-compliance by any of these vendors. The cost to the Company in the event of
non-compliance with Year 2000 issues by any of these third parties is not
expected to have material impact on the Company's result of operations or its
financial condition.
The Company believes that many of middle-market companies have yet to achieve
Year 2000 compliance. To resolve the Year 2000 issue, many companies are
electing to install new package software applications, rather than modify
existing systems, thus creating significant demand for package software-related
services such as those provided by the Company. Consequently, the Company
believes that companies' need to address their Year 2000 compliance is creating
significant demand for IT products and services such as those provided by the
Company. There can be no assurance that the passage of the Year 2000 will not
have a material adverse effect on the demand for the Company's services The
Company provides solutions for the IT systems that are critical to companies'
operations. Business interruptions, loss or corruption of data or other major
problems resulting form the failure of a client's IT system to process year 2000
data correctly could have a significant adverse consequences to that client. The
Company cannot currently predict whether or to what extent there will be any
legal claims brought against the Company or whether there will be any other
material adverse effect on the Company's business, financial condition or the
results of operations, as a result of any such adverse consequences to its
clients.
SUBSEQUENT EVENT
On March 9, 1999, the Company acquired the Waterfield Technology Group
("Waterfield") a Boston-based IT services firm and strategic business partner of
Kurt Salmon and Associates, a global consulting firm, for 574,074 shares of its
common stock for all of the outstanding stock of the Waterfield. Headquarted in
Lexington, Massachusetts, with a branch office in Parsippany, New Jersey,
Waterfield's approximately 100 employees specialize in client server and
internet -enabled application development.
20
<PAGE>
They have extensive experience with Java and Java-based tools, Powerbuilder and
the Microsoft suite of products. This business combination will be accounted for
as a pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements presented in future reports will be restated
to include the accounts and results of operations of Waterfield.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
Statement of Financial Accounting Standards "SFAS" No. 133, "Accounting for
Derivative Instruments and Hedging Activities," is effective for financial
statements for fiscal years beginning after June 15,1999, but may be adopted in
earlier periods. SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and hedging activities. The Company does not believe that
SFAS No. 133 will have a significant impact on its financial statements.
21
<PAGE>
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, 1998. 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. 30, Dec. 31,
(in thousands) 1997 1997 1997 1997 1998 1998 1998 1998
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues $ 36,039 $ 42,980 $ 47,945 $ 54,692 $ 61,575 $ 71,833 $ 82,105 $ 92,100
Cost of services 21,639 25,661 28,147 33,009 36,387 41,771 46,588 52,084
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit 14,400 17,319 19,798 21,683 25,188 30,062 35,517 40,016
Selling 1,337 1,715 1,826 1,869 1,985 2,803 3,506 3,829
Recruiting 1,076 1,543 1,896 1,795 2,045 2,754 3,157 2,554
General and administrative 8,554 9,906 11,739 13,723 15,906 18,629 20,888 23,912
Business combination cost -- -- -- 1,771 383 -- 391 --
-------- -------- -------- -------- -------- -------- -------- --------
Operating income 3,433 4,155 4,337 2,525 4,869 5,876 7,575 9,721
Other income (loss) 740 795 908 932 881 1,403 1,643 1,720
Income before taxes 4,173 4,950 5,245 3,457 5,750 7,279 9,218 11,441
Income tax expense 1,714 2,003 2,093 2,022 2,763 3,034 4,123 4,954
-------- -------- -------- -------- -------- -------- -------- --------
Net income $ 2,459 $ 2,947 $ 3,152 $ 1,435 $ 2,987 $ 4,245 $ 5,095 $ 6,487
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
Total revenues, as
Previously reported (1) $ 34,945 $ 41,132 $ 45,515 $ 51,885 $ 58,660 $ 68,937 $ 82,105 $ 92,100
Adjustments (2) 1,094 1,848 2,430 2,807 2,915 2,896 -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total revenues 36,039 42,980 47,945 54,692 61,575 71,833 82,105 92,100
Gross Profit, as
Previously reported (1) 14,078 16,638 18,996 20,828 24,247 29,080 35,517 40,016
Adjustments (2) 322 681 802 855 941 982 -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total gross profit 14,400 17,319 19,798 21,683 25,188 30,062 35,517 40,016
Operating income, as
Previously reported (1) 3,523 4,145 4,394 2,712 4,907 6,211 7,575 9,721
Adjustments (2) (90) 10 (57) (187) (38) (335) -- --
Total operating income 3,433 4,155 4,337 2,525 4,869 5,876 7,575 9,721
Net income, as
Previously reported (1) 2,549 2,937 3,209 1,622 3,025 4,580 5,095 6,487
Adjustments (2) (90) 10 (57) (187) (38) (335) -- --
-------- -------- -------- -------- -------- -------- -------- --------
Total net income $ 2,459 $ 2,947 $ 3,152 $ 1,435 $ 2,987 $ 4,245 $ 5,095 $ 6,487
-------- -------- -------- -------- -------- -------- -------- --------
-------- -------- -------- -------- -------- -------- -------- --------
</TABLE>
(1) The quarter ended December 31, 1998 is reported in conjunction with this
Form 10-K.
22
<PAGE>
(2) Adjustments to the quarters relating to 1997 reflect the effect of an
acquisition accounted for as a pooling-of-interests of the amounts
previously reported in the Company's quarterly results on Form 10-K.
Adjustments to the first two quarters of 1998 reflect the effect of an
acquisiton accounted for as a pooling-of-interest of the amounts previously
reported in the Company's reports on Form 10-Q. See Note 4 of Notes to
Consolidated Financial Statements for a more detailed discussion of these
transactions.
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 risk associated
with client projects and risks related to possible acquisitions. In addition,
the Company's ability to manage issues relating to the passage of Year 2000, as
discussed in the section entitled "Year 2000", of the "Management Discussion and
Analysis of Financial Condition and Results of Operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company maintains investments in marketable securities. The
securities are classified as available for sale on the consolidated balance
sheet at fair value, with unrealized gains and losses reported as a separate
component stockholders' equity, net of applicable deferred income taxes. As
of December 31,1998, the fair value of the Company's marketable securities
portfolio was $100.0 million, all of which was invested in debt securities.
The Company operates its only non-U.S. office in London, England which
exposes it to market risk associated with foreign currency exchange rate
fluctuations; however, such risk is immaterial at this time to the Company's
consolidated financial statements.
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-18 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.
23
<PAGE>
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 1999 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-18.
Independent Auditors' Report
Consolidated Balance Sheets at December 31, 1998 and 1997
Consolidated Statements of Earnings for the years ended December 31,
1998, 1997 and 1996 Consolidated Statements of Stockholders' Equity
and Comprehensive Income for the years ended December 31, 1998, 1997
and 1996 Consolidated Statements of Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Consolidated Financial Statements
(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
24
<PAGE>
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 statements.
(3) Exhibits.
The following exhibits are filed with this report or incorporated by
reference as set forth below.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
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.*
10.6(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.*
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.
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
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.
10.20(5) Exchange Agreement dated March 30,1998 between
Whittman-Hart, Inc., QCC, Inc., Edward J. Quinn and Alphonse
M.Lucchese, Jr. 11.1 Statement Regarding Computation of Per
Share Earnings.
23.1 Consent of KPMG LLP.
27.1 Financial Data Schedule.
27.2 Financial Data Schedule.
</TABLE>
- ----------
(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.
(5) Incorporated herein by reference to Whittman-Hart's Form 8-K dated
March 30, 1998 filed with the Commission on April 13, 1998.
* 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 did not file a Report on Form 8-K, during the fourth quarter of
1998.
26
<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, 1998 and 1997, and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1998. 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, 1998 and 1997, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1998, in conformity with generally accepted accounting
principles.
KPMG LLP
/s/ KPMG LLP
Chicago, Illinois
January 14, 1999
F-1
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
-------------------------------
1998 1997
------------- -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 48,166,865 $ 8,986,948
Short-term investments 69,761,505 58,708,379
Trade accounts receivable, net of allowance for doubtful accounts of
$1,538,560 and $497,746 in 1998 and 1997, respectively 54,661,428 35,642,487
Prepaid expenses and other current assets 3,783,461 3,185,175
Notes and interest receivable 168,847 48,602
Deferred income taxes 988,457 801,315
------------- -------------
Total current assets 177,530,563 107,372,906
Property and equipment, at cost:
Land 4,811,253 200,000
Buildings 6,999,605 4,876,649
Office furniture and equipment 13,050,216 8,038,475
Computer equipment and software 16,838,639 6,321,955
Automobiles 105,311 165,923
Leasehold improvements 1,139,504 708,691
------------- -------------
42,944,528 20,311,693
Less accumulated depreciation and amortization (8,892,036) (4,952,682)
------------- -------------
Net property and equipment 34,052,492 15,359,011
Notes receivable -- 149,019
Long-term investments 30,195,927 --
Other assets 1,240,864 899,267
------------- -------------
Total assets $ 243,019,846 $ 123,780,203
------------- -------------
------------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,780,579 $ 2,096,974
Accrued compensation and related costs 20,361,051 15,764,561
Accrued expenses and other liabilities 7,905,759 4,055,667
Income taxes payable 2,620,113 1,426,632
Current maturities of long-term debt -- 924,146
------------- -------------
Total current liabilities 32,667,502 24,267,980
Deferred income taxes 879,226 190,562
Deferred rent 1,671,978 1,329,225
Deferred revenue 37,720 --
Long-term debt, less current maturities -- 237,313
------------- -------------
Total liabilities 35,256,426 26,025,080
Stockholders' equity:
Preferred stock, $.001 par value; 3,000,000 shares authorized, none
issued and outstanding -- --
Common stock, $.001 par value; 75,000,000 authorized, 51,506,365 and
45,845,762 shares issued in 1998 and 1997, respectively 51,506 45,846
Additional paid-in capital 172,817,168 82,706,429
Retained earnings 35,660,396 16,215,331
Deferred compensation (848,628) (1,209,925)
Accumulated other comprehensive income 82,978 (2,558)
------------- -------------
Total stockholders' equity 207,763,420 97,755,123
------------- -------------
Total liabilities and stockholders' equity $ 243,019,846 $ 123,780,203
------------- -------------
------------- -------------
</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,
-------------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Revenues $ 307,613,193 $ 181,655,304 $ 106,702,022
Cost of services 176,830,329 108,455,929 65,383,015
------------- ------------- -------------
Gross profit 130,782,864 73,199,375 41,319,007
Costs and expenses:
Selling 12,123,628 6,746,468 3,750,904
Recruiting 10,509,396 6,309,806 3,390,857
General and administrative 79,334,476 43,922,530 26,237,073
Business combination costs 774,609 1,771,257 --
------------- ------------- -------------
Total costs and expenses 102,742,109 58,750,061 33,378,834
------------- ------------- -------------
Operating income 28,040,755 14,449,314 7,940,173
Other income (expense):
Interest expense (65,910) (28,586) --
Interest income 5,695,828 3,587,791 1,360,000
Other, net 16,867 (184,205) --
------------- ------------- -------------
Total other income (expense) 5,646,785 3,375,000 1,360,000
------------- ------------- -------------
Income before income taxes
33,687,540 17,824,314 9,300,173
Income taxes:
Initial deferred income taxes 676,334 -- --
Income taxes 14,197,567 7,831,769 3,422,000
------------- ------------- -------------
Total income taxes 14,873,901 7,831,769 3,422,000
------------- ------------- -------------
Net income $ 18,813,639 $ 9,992,545 $ 5,878,173
------------- ------------- -------------
------------- ------------- -------------
Basic earnings per share $ 0.38 $ 0.22 $ 0.16
------------- ------------- -------------
------------- ------------- -------------
Diluted earnings per share $ 0.35 $ 0.21 $ 0.15
------------- ------------- -------------
------------- ------------- -------------
Weighted average number of common shares outstanding 49,423,811 44,760,342 36,350,726
------------- ------------- -------------
------------- ------------- -------------
Weighted average number of common and common
equivalent shares outstanding 54,258,469 47,983,096 40,331,994
------------- ------------- -------------
------------- ------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Common Stock Additional
-------------------------- Paid-in Retained Deferred
Shares Amount Capital Earnings Compensation
---------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 24,744,192 $ 24,744 $ 463,340 $ 344,104 --
Net income and comprehensive income 5,878,173
Issuance of common stock 14,727,056 14,727 65,731,506
Issuance of common stock
pooled-company 70,235 70 115,000
Issuance of common stock from
exercise of stock options 85,320 86 209,767
Issuance of common stock from
employee stock purchase plan 147,200 147 529,771
Tax benefit related to stock plans 836,976
Purchase of common stock
Conversion of redeemable convertible
preferred stock to common stock 3,824,296 3,824 5,530,019 50,000
Deferred compensation from issuance
of stock options 124,940 (124,940)
Amortization of deferred compensation 27,109
---------- ------------- ------------- ----------- ----------
Balance at December 31, 1996 43,598,299 43,598 73,541,319 6,272,277 (97,831)
Net income 9,992,545
Other comprehensive loss,
net of tax
Foreign currency translation
adjustment
Other comprehensive income
Comprehensive income
Issuance of common stock
related to acquisitions 699,216 699 386,763 (49,491)
Issuance of common stock related
to software purchase 20,844 21 247,852
Issuance of common stock from
exercise of stock options 783,022 783 2,618,467
Issuance of common stock pooled-company 459,725 460 732,500
Issuance of common stock from
employee stock purchase plan 132,956 133 1,194,688
Tax benefit related to stock plans 2,510,523
Issuance of restricted stock awards
and options 151,700 152 1,474,317 (1,474,469)
Amortization of deferred compensation 362,375
---------- ------------- ------------- ----------- ----------
Balance at December 31, 1997 45,845,762 45,846 82,706,429 16,215,331 (1,209,925)
Net income 18,813,639
Other comprehensive loss, net of tax
Foreign currency translation adjustment
Unrealized gains on securtities
Other comprehensive income
Comprehensive income
Issuance of common stock
related to acquisitions 600,000 600 1,800 631,426
Issuance of common stock 3,400,000 3,400 69,576,102
Issuance of common stock from
exercise of stock options 1,527,501 1,527 11,345,314
Tax benefit related to stock plans 7,302,677
Issuance of common stock from
employee stock purchase plan 133,102 133 1,884,846
Amortization of deferred compensation $ 361,297
---------- ------------- ------------- ----------- ----------
Balance at December 31, 1998 51,506,365 $ 51,506 $ 172,817,168 $35,660,396 $ (848,628)
---------- ------------- ------------- ----------- ----------
</TABLE>
<TABLE>
<CAPTION>
Accumalated
Treasury Stock at Cost Other
---------------------- Comprehensive Comprehensive
Shares Amount Income (Loss) Income (Loss) Total
-------- -------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 $(30,792) $(24,098) $ -- $ -- $ 808,090
Net income and comprehensive income 5,878,173 5,878,173
---------
---------
Issuance of common stock 65,746,233
Issuance of common stock
pooled-company 115,070
Issuance of common stock from
exercise of stock options 93,126 84,406 294,259
Issuance of common stock from
employee stock purchase plan 529,918
Tax benefit related to stock plans 836,976
Purchase of common stock (75,544) (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 (13,210) (12,797) -- -- 79,746,566
Net income 9,992,545 9,992,545
Other comprehensive loss,
net of tax
Foreign currency translation
adjustment (2,558)
-----------
Other comprehensive income (2,558) (2,558) (2,558)
-----------
Comprehensive income 9,989,987
-----------
-----------
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 13,210 12,797 2,632,047
Issuance of common stock pooled-company 732,960
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 --
Amortization of deferred compensation 362,375
-------- -------- ----------- -------- -------------
Balance at December 31, 1997 -- -- -- (2,558) 97,755,123
Net income 18,813,639 18,813,639
Other comprehensive loss, net of tax
Foreign currency translation adjustment (9,029)
Unrealized gains on securtities 94,565
-----------
Other comprehensive income 85,536 85,536 85,536
-----------
Comprehensive income 18,899,175
-----------
-----------
Issuance of common stock
related to acquisitions 633,826
Issuance of common stock 69,579,502
Issuance of common stock from
exercise of stock options 11,346,841
Tax benefit related to stock plans 7,302,677
Issuance of common stock from
employee stock purchase plan 1,884,979
Amortization of deferred compensation 361,297
-------- -------- ----------- -------- -------------
Balance at December 31, 1998 $ -- $ -- $ -- $82,978 $ 207,763,420
-------- -------- ----------- -------- -------------
</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,
---------------------------------------------------
1998 1997 1996
------------- ------------- -------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 18,813,639 $ 9,992,545 $ 5,878,173
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,841,733 2,551,155 1,320,164
Deferred income taxes 501,522 (632,793) (183,360)
Gain on disposition of property and equipment -- -- (12,489)
Unrealized gain on investments (44,429) (594,119) --
Unrelized holding gain on investments (94,565) -- --
(Gain) loss on sales of short-term investments 3,265 (4,641) (10,438)
Executive stock expense -- -- 30,214
Changes in assets and liabilities, net of acquisition:
Trade accounts receivable, net (17,746,302) (16,118,994) (8,318,560)
Income taxes receivable -- 140,154 535,865
Prepaid expenses and other current assets (537,090) (1,775,972) (914,609)
Other assets (341,597) 85,306 (251,532)
Accounts payable (328,521) 438,950 171,825
Accrued compensation and related costs 4,555,293 5,204,564 3,808,542
Income taxes payable 8,496,158 3,922,456 --
Accrued expenses and other liabilities 3,850,092 2,409,749 97,367
Deferred rent 342,753 441,060 349,231
Other, net 154,261 222,335 377,230
------------- ------------- -------------
Net cash provided by operating activities 21,466,212 6,281,755 2,877,623
------------- ------------- -------------
Cash flows from investing activities:
Purchases of short-term investments (182,250,879) (115,921,644) (38,980,367)
Sales of short-term investments 141,200,598 88,713,027 8,064,005
Payment for acquisition -- (605,000) --
Purchases of property and equipment (21,706,458) (11,211,031) (4,038,049)
------------- ------------- -------------
Net cash used in investing activities (62,756,739) (39,024,648) (34,954,411)
------------- ------------- -------------
Cash flows from financing activities:
Payments on line of credit, net (924,146) -- --
Proceeds from issuance of bank debt 207,305 915,104 208,775
Payments on bank debt (949,367) -- (1,737,512)
Payments on related party debt -- (200,000) (117,413)
S corporation distributions-QCC (674,670) -- --
Proceeds from issuance of common stock, net of issuance costs 69,579,502 732,501 65,834,102
Proceeds from exercise of stock options 11,346,842 2,590,412 277,427
Proceeds from employee stock purchase plan 1,884,978 1,194,821 529,919
Purchase of common stock -- -- (73,105)
Partnership capital distributions -- -- (873,087)
------------- ------------- -------------
Net cash provided by financing activities 80,470,444 5,232,838 64,049,106
------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents 39,179,917 (27,510,055) 31,972,318
Cash and cash equivalents at beginning of year 8,986,948 36,497,003 4,524,685
------------- ------------- -------------
Cash and cash equivalents at end of year $ 48,166,865 $ 8,986,948 $ 36,497,003
------------- ------------- -------------
------------- ------------- -------------
Supplemental disclosures of cash flow information:
Interest paid $ 65,911 $ 140,427 $ 74,281
Income taxes paid 5,095,132 4,402,401 2,928,733
Supplemental disclosures of noncash financing activities:
Issuance of common stock to employees -- 900,000 102,130
Conversion of redeemable convertible preferred stock -- -- 5,583,843
Tax benefit related to stock plans 7,302,677 2,510,523 836,976
Issuance of common stock for the purchase of software -- 247,873 --
Issuance of common stock for business combinations 600,000 337,971 --
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
WHITTMAN-HART, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
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 and in London, England.
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 wholly owned subsidiaries. All significant intercompany
transactions have been eliminated.
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, SHORT-TERM AND LONG-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. Long-term investments consist of debt securities with original
maturities beyond twelve months. The short-term and long-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 and Long-term investments are reported at fair
value.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109").
Under the asset and liability method of SFAS No. 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" ("SFAS
No. 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 net income per share disclosures for employee stock options grants
made in 1996 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 are stated at
their fair values.
COMPREHENSIVE INCOME
On January 1, 1998 the Company adopted SFAS. No. 130 "Reporting
Comprehensive Income. SFAS No. 130 establishes standards for reporting and
presentation of comprehensive income and its components in a full set of
financial statements. Comprehensive income consists of net income, net
unrealized gains (losses) on securities and foreign currency translation
adjustments and is presented in the consolidated statements of shareholders'
equity and comprehensive income . The statement requires only additional
disclosures in the consolidated financial statements; it does not affect the
Company's financial position or results of operations. Prior year financial
statements have been reclassified to conform to the requirements of SFAS No.
130.
RECLASSIFICATIONS
Certain 1997 and 1996 balances have been reclassified to conform to the
1998 presentation.
3. EARNINGS PER SHARE
COMPUTATION OF NET INCOME AND EARNINGS PER SHARE
Net income and pro forma earnings per share are computed in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings per share" ("SFAS
No. 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, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31, 1998
INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
<S> <C> <C> <C>
BASIC EPS
Net income available to
common stockholders $18,813,639 49,423,811 $ .38
-------
-------
Effect of dilutive securities;
Stock options 4,599,381
Restricted stock awards 235,277
---------
DILUTED EPS
Income available to common
stockholders and assumed
conversions $18,813,639 54,258,469 $ .35
----------- ---------- -------
----------- ---------- -------
</TABLE>
F-8
<PAGE>
<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 $9,992,545 44,760,342 $ .22
--------
Effect of dilutive securities; --------
Stock options 3,134,258
Redeemable preferred stock 88,496
----------
DILUTED EPS
Income available to common
stockholders and assumed
conversions $9,992,545 47,983,096 $ .21
---------- ---------- -------
---------- ---------- -------
</TABLE>
<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 common
stockholders $5,878,173 36,350,726 $ .16
-------
-------
Effect of dilutive securities;
Stock options 2,688,992
Redeemable preferred stock 1,292,276
----------
DILUTED EPS
Net income available to common
stockholders and assumed
conversions $5,878,173 40,331,994 $ .15
---------- ---------- -------
---------- ---------- -------
</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 107,700 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 purchase was not significant to the results of the
Company's consolidated operations for the years ended December 31, 1997 and
1996.
F-9
<PAGE>
On September 8, 1997, the Company acquired all the outstanding capital
stock of Expert Buying Systems, Inc. ("EBS") for 429,972 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 3,150,156 shares of
its common stock. Headquartered in San Francisco with an office in New York,
Axis' approximately 130 professionals provide SAP(R), network, Microsoft(R)
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 269,244 shares of its common
stock. Based in London, World specializes in JDEdwards(R) 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.
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.
During March 1998, the Company acquired all the outstanding capital stock
of QCC, Inc. ("QCC") for 600,000 shares (includes the effect of stock split) of
its common stock. Headquartered in the Boston metropolitan area, QCC's
approximately 75 professionals provide the following services: package software
evaluation; business process reengineering; data warehousing; implementation of
software packages developed by SSA(R), Oracle(R) and JDEdwards(R); application
development for AS/400 and client server applications; and Year 2000 compliance
services. This business combination has been accounted for as a
pooling-of-interests combination. The stockholders' equity and operations of QCC
were not material in relation to those of the Company. As such, the Company has
recorded the combination without restating prior periods' consolidated financial
statements to reflect the pooling-of-interests combination.
During July 1998, the Company acquired North Central Consulting, Inc.
("NCC"), a Minneapolis-based IT services firm. The Company issued 638,508 shares
(includes the effect of stock split) of its common stock in the transaction,
which was accounted as a pooling-of-interests combination and, accordingly, the
Company's historical consolidated financial statements have been restated to
include the financial position and results of operations of NCC for all periods
presented. Headquartered in Minnetonka, Minnesota, with a satellite office in
Milwaukee, NCC's approximately 120 professionals specialize in providing ERP
software implementations, custom application development and internet-enabled
solutions to middle-market manufacturing, distribution and financial services
companies, as well as some divisions and departments of Fortune 500 companies.
The combination of Whittman-Hart's recently opened Minneapolis branch with
approximately 40 employees and NCC's four-year-old office accelerates
Whittman-Hart's ability to provide a full suite of IT services to its target
customer base.
F-10
<PAGE>
The following table presents certain statement of earnings data of the Company
and NCC: (in thousands)
<TABLE>
<CAPTION>
Whittman-
Hart, Inc. NCC Combined
---------- --- --------
<S> <C> <C> <C>
Net revenues for the:
Year ended:
December 31, 1996 $103,721 $ 2,981 $106,702
December 31, 1997 $173,477 $ 8,178 $181,655
Six months ended (unaudited):
June 30, 1998 $127,597 $ 5,811 $133,408
Net income (loss) for the:
Year ended:
December 31, 1996 $ 5,788 $ 90 $ 5,878
December 31, 1997 $ 10,317 $ (324) $ 9,993
Six months ended (unaudited):
June 30, 1998 $ 7,604 $ (372) $ 7,232
</TABLE>
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, 1998 or 1997. The loan agreement
expires on April 30, 1999. At December 31, 1997, the Company had outstanding
debt totaling $1.2 million related to debt owed by NCC. The outstanding debt
included a line of credit in the amount $924,146 and $237,313 of other debt. The
debt was fully paid during 1998 subsequent to the merger.
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 3,824,296
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 10,400,000 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
4,200,000 shares, which resulted in net proceeds of approximately $27.8 million.
F-11
<PAGE>
On May 8, 1998, the Company completed an offering of its common stock in
which an additional 3,400,000 shares were sold by the Company, resulting in net
proceeds to the Company of $69.6 million.
In July 1998, the Board of Directors approved a 2-for-1 split of the
Company's common shares. Shareholders received one additional common share for
every share held on the record date of July 12, 1998. All of the per share data,
as appropriate, reflect this split. The effect of the split is presented
retroactively within stockholders' equity December 31, 1997 and December 31,
1996 by transferring the par value for the additional shares issued from the
additional paid-in-capital accounts to common stock account.
8. INVESTMENT SECURITIES
At December 31, 1998, the Company classified its marketable debt securities
as available-for-sale. Available-for-sale securities represent those securities
that do not meet the classification of held to maturity and are not actively
traded. At December 31, 1998, net unrealized holding gains from
available-for-sale securities of $ 94,565 (net of income taxes of $63,043) were
included as a separate component of shareholders equity of other comprehensive
income until realized. The amortized cost, gross unrealized holding gains and
losses and aggregate fair value of investment securities at December 31, 1998,
were as follows.
<TABLE>
<CAPTION>
December 31, 1998
------------------------------------------------
Gross
Unrealized Gains
Amortized Cost and Losses Fair Value
-------------- ---------------- --------
<S> <C> <C> <C>
Current:
State and municipal bonds $ 17,546 $ -- $ 17,546
U.S. Government Securities 37,512 60 37,572
Corporate Bonds 14,655 (11) 14,644
-------- -------- --------
$ 69,713 $ 49 $ 69,762
-------- -------- --------
Non-Current:
State and municipal bonds $ 15,186 $ 38 $ 15,224
U.S. Government Securities 3,815 8 3,823
Corporate Bonds 11,087 62 11,149
-------- -------- --------
$ 30,088 $ 108 $ 30,196
-------- -------- --------
</TABLE>
F-12
<PAGE>
The amortized cost, gross unrealized holding gains and losses and aggregate
fair value of investment securities at December 31, 1997 were as follows.
<TABLE>
<CAPTION>
December 31, 1997
---------------------------------------------
Gross Unrealized
Amortized Cost and Losses Fair Value
-------------- ---------------- ----------
<S> <C> <C> <C>
Current:
State and municipal bonds $ 6,798 $ -- $ 6,798
U.S. Government Securities 42,834 -- 42,834
CORPORATE BONDS 9,076 -- 9,076
------- ------- -------
$58,708 -- $58,708
------- ------- -------
Non-Current:
State and municipal bonds $ -- $ -- $ --
U.S. Government Securities -- -- --
CORPORATE BONDS -- -- --
------- ------- -------
$ -- $ -- $ --
------- ------- -------
</TABLE>
At December 31, 1997 short-term investments fair value approximated cost.
The contractual maturities at December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Fair Value
----------
<S> <C>
Due with in one year $69,762
Due after one year through five years 24,308
Due after five years 5,888
-------
$99,958
-------
-------
</TABLE>
9. COMMITMENTS
LEASES
The Company leases its office facilities and certain equipment under
operating lease arrangements which expire at various dates through October 2005.
Rent expense for the years ended December 31, 1998, 1997 and 1996 was
$12,258,776, $6,830,906 and $4,815,301 respectively. The future minimum annual
lease payments under noncancelable long-term leases are as follows:
<TABLE>
<CAPTION>
Year Ending December 31, Amount
------------------------ ------
<S> <C>
1999 $12,379,089
2000 8,977,598
2001 5,730,602
2002 5,366,142
2003 4,913,228
Thereafter 5,685,006
-----------
$43,051,665
-----------
-----------
</TABLE>
PROPERTY
The Company has commitments under contracts for the construction and the
purchase of property related to the expansion of the Company's offices. These
commitments aggregate approximately $ 8.9 million at December 31, 1998.
F-13
<PAGE>
10. INCOME TAXES
Income tax expense (benefit) for the years ended December 31, 1998, 1997
and 1996 consists of the following:
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Current:
Federal $ 11,610,151 $ 6,969,138 $ 2,941,296
Foreign (93) 3,948 --
State 2,825,366 1,491,476 684,259
------------ ------------ ------------
14,435,424 8,464,562 3,625,555
------------ ------------ ------------
Deferred:
Federal 333,518 (528,377) (165,793)
State 104,959 (104,416) (37,762)
------------ ------------ ------------
438,477 (632,793) (203,555)
------------ ------------ ------------
$ 14,873,901 $ 7,831,769 $ 3,422,000
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
The reconciliation of income taxes computed using the federal statutory
rate of 35% for both 1998 and 1997, and 34% for 1996. The Company's income tax
expense is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Federal income tax at the statutory rate 35.0% 35.0% 34.0%
State income tax, net of federal tax benefit 5.7 4.8 4.5
Tax exempt interest income (1.2) (.5) (2.1)
Nondeductible expenses, primarily merger related in 1998 and 1997 3.9 1.4 1.4
Other 0.8 2.4 (0.6)
---- ---- ----
44.2% 43.1% 37.2%
---- ---- ----
---- ---- ----
</TABLE>
The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Deferred tax assets:
Allowance for doubtful accounts $ 530,700 $ 133,415
Accrued expenses 514,915 568,087
Stock awards 76,302 76,303
Deferred rent 673,306 369,295
Deferred compensation 35,623 23,510
Other -- 92,056
----------- -----------
Total gross deferred tax assets 1,830,846 1,262,666
Deferred tax liabilities:
Property and equipment - depreciation (1,038,196) (498,289)
Other (683,419) (153,624)
----------- -----------
Total Gross Deferred Tax Liabilities (1,721,615) (651,913)
----------- -----------
Net deferred tax asset $ 109,231 $ 610,753
----------- -----------
----------- -----------
</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.
F-14
<PAGE>
As a result of income tax benefits related to certain employee stock plans,
$7,302,677 , $2,510,523 and $836,976 were credited to additional paid-in capital
during 1998, 1997 and 1996, respectively.
11. 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 in 1996.
12. 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 1998, 1997 and
1996. The ESOP held 743,364, 759,158 and 826,152 shares of the Company's common
stock at December 31, 1998, 1997 and 1996, respectively. The Company merged the
ESOP with its Saving and Investment Plan on July 1, 1997. All benefit and
allocation provisions remain the same under the merged plan. The Company does
not intend to make future contributions to the ESOP.
13. 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 $1,873,539, $1,072,520, and $320,081 in 1998, 1997 and
1996, respectively.
14. EMPLOYEE STOCK PURCHASE PLAN
In 1996, the Company established a stock purchase plan, under the Internal
Revenue Code Section 423, 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
1,600,000 shares of common stock for issuance under the plan. During the years
ended December 31, 1998, 1997, and 1996, 133,102, 132,956 and 147,200 shares of
common stock were purchased under the plan, respectively.
15. 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
24,000,000 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.
The per share weighted-average fair value of stock options granted during
1998, 1997 and 1996 was $9.07, $3.84 and $3.91, respectively, on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions: 1998- expected dividend yield of 0%, expected
volatility of 45%, risk-free interest rate of 5.5% and an expected life of 5.6
years; 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.
F-15
<PAGE>
Under SFAS No. 123, compensation cost is recognized for the fair value of
the employees' purchase rights under the Employee Stock Purchase Plan. The
weightedaverage fair value of those purchase rights granted in 1998, 1997 and
1996 was $4.72, $2.25 and $1.45 using the Black-Scholes model with the following
assumptions: 1998- expected dividend yield of 0%, expected volatility of 45%,
risk-free interest rate of 5.5% and an expected life of six months; 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 SFAS No. 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>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C> <C>
Net Income As reported $ 18,813,639 $ 9,992,545 $ 5,878,173
Pro forma $ 9,148,939 $ 7,192,273 $ 5,380,424
Diluted earnings per share As reported $ 0.35 $ 0.21 $ 0.15
Pro forma $ 0.17 $ 0.15 $ 0.13
</TABLE>
Stock option transactions for the years ended December 31, 1996, 1997 and
1998 are summarized as follows (in thousands, except for per share data):
<TABLE>
<CAPTION>
1996 1997 1998
----------------------- --- ---------------------------- ----------------------------
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 3,644 $ 1.60 3,410 $ 1.77 6,466 $ 7.08
Granted 140 6.00 4,260 10.43 10,272 18.30
Exercised (179) 1.65 (796) 3.25 (1,518) 7.48
Forfeited (195) 1.70 (408) 5.14 (1,004) 15.93
----- ----- ------
Outstanding at end of year 3,410 1.77 6,466 7.08 14,216 14.54
Options exercisable at year-end 994 1,860 4,649
Weighted-average fair value
of options granted during the year $3.91 $3.84 $9.07
</TABLE>
F-16
<PAGE>
The following table summarizes information about stock options outstanding
at December 31, 1998:
<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> <C>
$.8225 to 5.111 1,819,483 7.0 years $ 1.62 1,418,721 $ 1.61
$7.00 to 10.00 1,706,060 8.2 8.79 941,480 8.77
$10.56 to 14.94 4,153,359 8.9 14.19 1,727,257 14.07
$15.00 to 19.94 1,227,783 9.3 16.79 366,116 16.17
$20.00 TO 24.78 5,310,478 9.4 20.57 194,966 23.09
--------------------------------------------------------------------------------------------
$0.8225 to 24.78 14,217,163 8.8 $ 14.54 4,648,540 $9.74
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
</TABLE>
16. GEOGRAPHIC AND SEGMENT INFORMATION
The Company has one reportable segment which is the aggregation of all of
the Company's operating segments. The Company's branch locations were identified
as operating segments. The branch locations provide services including Solutions
Strategies, Packaging Software Solutions, Custom Applications, Network Enabled
Solutions, and Interactive Solutions. The operating segments have similar
economic characteristics including nature of services, type of customer, service
methodologies and processes and long-term average gross margins. The Company's
London office, its only non-U.S. office, accounted for less than 10% of the
consolidated revenues and identifiable assets in each of the last three years.
17. RELATED-PARTY TRANSACTIONS
The Company has several notes receivable from executives outstanding at
December 31, 1998 and 1997 totaling $168,846 and $197,621, respectively. The
notes bear interest at the prime rate and are due on various dates through
October 1999. In addition, the Company has accounts receivable in the amount
of $338,263 and $114,221 at December 31, 1998 and 1997, respectively, with a
related company. Officers of the Company own a percentage interest in the
related company.
18. REVENUES FROM SIGNIFICANT CLIENTS
During 1998, 1997 and 1996 no client accounted for 10% or more of the
Company's total consolidated revenues.
F-17
<PAGE>
19. SUBSEQUENT EVENT
On March 9, 1999, the Company issued 576,074 shares of its common stock for
all the outstanding common stock of the Waterfield Technology Group
("Waterfield"). This business combination will be accounted for as a
pooling-of-interests combination and, accordingly, the Company's historical
consolidated financial statements presented in future reports will be restated
to include the accounts and results of operations of Waterfield.
The following unaudited pro forma data summarizes the combined results of
operations of the Company and Waterfield as if the combination had been
consummated on December 31, 1998, and reflects adjustments to conform the
accounting methods of Waterfield to those of the Company.
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net Sales $322,887,614 $182,371,642 $113,042,194
------------ ------------ ------------
------------ ------------ ------------
Net Income 18,835,145 10,466,819 6,083,583
------------ ------------ ------------
------------ ------------ ------------
Diluted Earnings per share $ 0.34 $ 0.22 $ 0.15
------------ ------------ ------------
------------ ------------ ------------
</TABLE>
F-18
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors
Whittman-Hart, Inc.:
Under date of January 14, 1999, we reported on the consolidated balance
sheets of Whittman-Hart, Inc. and subsidiaries as of December 31, 1998 and 1997,
and the related consolidated statements of earnings, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1998, as contained in the annual report on Form 10-K
for the year 1998. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related consolidated
financial statement schedule of valuation and qualifying accounts. 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 LLP
/s/ KPMG LLP
Chicago, Illinois
January 14, 1999
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, 1998:
Allowance for doubtful accounts $ 497,746 $ 2,570,903 $(1,530,089) $ 1,538,560
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
</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 24, 1999 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Robert F. Bernard Chairman of the Board March 24, 1999
- --------------------------------
Robert F. Bernard and Chief Executive Officer
(principal executive officer)
/S/ Kevin M. Gaskey Chief Financial Officer and Treasurer March 24, 1999
- --------------------------------
Kevin M. Gaskey (principal financial and accounting officer)
/S/ Edward V. Szofer Director, President and Secretary March 24, 1999
- --------------------------------
Edward V. Szofer
/S/ Paul D. Carbery Director March 24, 1999
- --------------------------------
Paul D. Carbery
/S/ Lawrence P. Roches Director March 24, 1999
- --------------------------------
Lawrence P. Roches
/S/ Robert F. Steel Director March 24, 1999
- --------------------------------
Robert F. Steel
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------------------
<S> <C>
23.1 Consent of KPMG LLP.
27.1 Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT 23.1
CONSENT OF KPMG LLP
The Stockholders and Board of Directors
Whittman-Hart, Inc.:
We consent to incorporation by reference in the registration statements on
Forms S-3 (No. 333-60113), S-4 (No. 333-18059) and S-8 (No. 333-03523) of
Whittman-Hart, Inc. of our reports dated January 14, 1999, relating to the
consolidated balance sheets of Whittman-Hart, Inc. and subsidiaries as of
December 31, 1998 and 1997, and the related consolidated statements of earnings,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the three-year period ended December 31, 1998, and the related
financial statement schedule of valuation and qualifying accounts, which reports
appear in the December 31, 1998 Annual Report on Form 10-K of Whittman-Hart,
Inc. These consolidated financial statements and financial statement schedule
and our reports thereon are included herein.
KPMG LLP
/s/ KPMG LLP
Chicago, Illinois
March 24, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet as of December 31, 1998, and consolidated
statements of earnings for the year ended December 31, 1998 and is qualified
in its entirety by reference to such consolidated financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 48,167
<SECURITIES> 69,762
<RECEIVABLES> 56,200
<ALLOWANCES> 1,539
<INVENTORY> 0
<CURRENT-ASSETS> 177,531
<PP&E> 42,945
<DEPRECIATION> 8,892
<TOTAL-ASSETS> 243,020
<CURRENT-LIABILITIES> 32,668
<BONDS> 0
0
0
<COMMON> 52
<OTHER-SE> 207,711
<TOTAL-LIABILITY-AND-EQUITY> 243,020
<SALES> 0
<TOTAL-REVENUES> 307,613
<CGS> 0
<TOTAL-COSTS> 176,830
<OTHER-EXPENSES> 102,742
<LOSS-PROVISION> 2,571
<INTEREST-EXPENSE> 66
<INCOME-PRETAX> 33,688
<INCOME-TAX> 14,874
<INCOME-CONTINUING> 18,813
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18,813
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.35
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS. ALL AMOUNTS HAVE BEEN RESTATED TO REFLECT
THE COMPANY'S ACQUISITION OF NCC, INC. during 1998 which was accounted for
as a pooling of interest.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-31-1997 JAN-31-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 8,987 34,497
<SECURITIES> 58,709 39,901
<RECEIVABLES> 36,140 18,895
<ALLOWANCES> 498 160
<INVENTORY> 0 0
<CURRENT-ASSETS> 107,372 88,055
<PP&E> 20,312 8,852
<DEPRECIATION> 4,953 2,844
<TOTAL-ASSETS> 123,780 94,694
<CURRENT-LIABILITIES> 24,268 13,819
<BONDS> 0 0
0 0
0 0
<COMMON> 46 44
<OTHER-SE> 97,709 969
<TOTAL-LIABILITY-AND-EQUITY> 123,780 79,703
<SALES> 0 0
<TOTAL-REVENUES> 181,655 106,702
<CGS> 0 0
<TOTAL-COSTS> 108,456 65,383
<OTHER-EXPENSES> 58,750 33,379
<LOSS-PROVISION> 534 338
<INTEREST-EXPENSE> 29 0
<INCOME-PRETAX> 17,824 9,300
<INCOME-TAX> 7,832 3,422
<INCOME-CONTINUING> 9,993 5,878
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,993 5,878
<EPS-PRIMARY> 0.22 0.16
<EPS-DILUTED> 0.21 0.15
</TABLE>
