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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2000
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Whittman-Hart, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-28166 36-3797833
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(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (312) 922-9200
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Item 7 of the Report on Form 8-K dated January 24, 2000 and filed by the
Registrant on January 26, 2000 is hereby amended to include the press release
attached hereto as Exhibit 99.1.
ITEM 5. OTHER EVENTS.
On January 24, 2000, Whittman-Hart issued the press release attached as
Exhibit 99.1 to announce its results of operations for the fourth quarter of
1999. The information contained in the press release is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated January 24, 2000.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WHITTMAN-HART, INC.
Dated: March 13, 2000 By: /s/ Bert B. Young
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Bert B. Young
Chief Financial Officer and
Treasurer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<S> <C>
99.1 Press Release dated January 24, 2000.
</TABLE>
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Exhibit 99.1
PREMIER B2B INTERNET SERVICES DRIVE RECORD FOURTH-QUARTER,
YEAR-END RESULTS FOR WHITTMAN-HART
STRATEGIC BUSINESS ACCOMPLISHMENTS IN 1999 ENABLE VISION FOR COMPREHENSIVE
SUPPLIER-TO-CONSUMER DIGITAL SOLUTIONS
CHICAGO, Jan. 24 /PRNewswire/ -- Whittman-Hart, Inc. (Nasdaq: WHIT - NEWS), a
leading provider of enterprise e-Business solutions, today reported record
revenues and net income for the fourth quarter and year ended December 31,
1999, marking 15 consecutive quarters of record results.
Fourth-quarter revenues increased 34 percent to $133.0 million from $99.6
million for the same period last year. Before acquisitions, fourth-quarter
revenues climbed 7 percent to $129.3 million from $121.2 million for the
previous quarter. Net income, before costs associated with the acquisition of
Four Points Digital LLC and amortization of goodwill associated with the
purchase of Fulcrum Solutions Ltd., rose 50 percent to $10.9 million or 16
cents per share from $7.3 million or 12 cents per share during the fourth
quarter of 1998. Costs associated with the acquisition include
business-combination charges and related tax effects. Net income after these
costs climbed 15 percent to $8.4 million from $7.3 million for the previous
period. All earnings-per-share figures were calculated on a fully diluted
basis.
For the year, revenues rose 44 percent to $480.9 million from $333.5 million
in 1998. Net income, before costs associated with acquisitions and
amortization of goodwill, increased 65 percent to $36.7 million or 57 cents
per share from $22.3 million or 39 cents per share. Net income after these
costs climbed 45 percent to $30.3 million or 47 cents per share from $20.8
million or 36 cents per share.
Performance Highlights
"Our record fourth-quarter results capped a tremendous year for
Whittman-Hart," said Robert Bernard, Whittman-Hart Chairman and Chief
Executive Officer. "Clearly, the highlight of the quarter was the December
announcement of our intended merger with USWeb/CKS, which will create the
largest pure-play Internet professional services firm in the world."
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Bernard said the proposed merger with USWeb/CKS was made possible by a series
of strategic business accomplishments earlier in the year that established
Whittman-Hart as one of the preeminent business-to-business Internet
solutions providers. He grouped those accomplishments into four categories:
enhanced services offerings, geographic expansion, business partner alliances
and operational excellence.
Enhanced Service Offerings
"Our newly launched brand identity clearly emphasized Whittman-Hart's B2B
expertise and positioned us as a leading provider of digital solutions that
span the enterprise," Bernard said. "And we further expanded our reach in the
marketplace through our comprehensive business hosting solutions offering,
which is yet another way for Whittman-Hart to help clients focus on growing
their business while we manage their technology environment. Our offering
includes strategic alliances with Exodus Communications, APAC Customer
Services and Remedy Corp. for Web site hosting, customer call center and help
desk services."
Geographic Expansion
"Our acquisition of Fulcrum Solutions more than doubled our European presence
and added a new office in Edinburgh, Scotland, making Whittman-Hart one of
the U.K'.s leading e-Business solutions providers. By acquiring Waterfield
Technology Group, POV Partners, BALR Corporation and Four Points Digital, we
strengthened our e-Commerce, digital strategy and creative marketing
capabilities and accelerated the growth of our branch network with new
offices in Charlotte and Phoenix."
Bernard also cited the openings of Whittman-Hart's branch offices in St.
Louis, Pittsburgh and Manchester, England.
Business Partner Alliances
"Novell's $100 million investment in Whittman-Hart enhances our ability to
deliver secure, manageable e-Business solutions that span the enterprise to
clients. In addition, our strategic alliance with Novell allows us to train
more than 600 consultants on Novell Directory Services (NDS) and develop
customized NDS solutions that integrate with leading e-Business applications
such as supply chain management and customer relationship management (CRM)."
Similarly, Bernard noted, Whittman-Hart's expanded relationship with IBM
allows the Company to train 100 consultants on IBM's e-Business and security
solutions and develop enterprise-wide solutions that incorporate its products.
Whittman-Hart also is developing Internet-based CRM solutions through its new
strategic alliance with Onyx Software Corporation.
Operational Excellence
Bernard emphasized the Web-enablement of the Whittman-Hart Institute of
Strategic Education (WHISE), which gives employees around-the-clock access to
countless learning and career-development opportunities, and the rollout of
Whittman-Hart's new internal business systems, which will streamline and
enhance the Company's operating processes.
Outlook
"Doing business in the digital economy is like playing a game of chess. In
the '90s, companies were satisfied with five or six moves -- creating a Web
site and hoping that it would generate revenue. That's a losing proposition
because it's too internally focused. It does not involve customers and
suppliers," Bernard said. "The rules have changed, and companies have been
thrust into the middle of a new, complex global game. Whittman-Hart clients
realize it is critical to see the entire chessboard so they can make the
right moves for their business and anticipate the moves of their competitors.
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"To win in the Internet Century, companies need digital solutions that reach
from the supplier to the customer. They must be willing to make 50 or 60
moves and think multi-dimensionally, to take risks and architect a strategy
that integrates the entire value chain," he added. "Our proposed merger with
USWeb/CKS will bring all of the pieces together and give companies the
ability to create visionary products and services, market them using entirely
new channels, and deliver highly personalized service based on their
customers' needs.
"The new company we build will have the scale and expertise to provide
comprehensive, supplier-to-consumer digital solutions. We will help companies
with a clear vision and the courage to transform their business succeed in
the new economy," Bernard concluded.
Whittman-Hart intends to mail the joint proxy relating to its intended merger
with USWeb/CKS on or about January 28, 2000, to its shareholders. In
connection with the intended merger, Whittman-Hart will call a special
meeting of its shareholders on or about February 28, 2000.
About Whittman-Hart
Headquartered in Chicago, Whittman-Hart helps clients improve marketplace
performance by creating the essential connections between business and
technology. In 1999, FORTUNE ranked Whittman-Hart as one of America's
Fastest-Growing Companies. In 1998 and 1997, Forbes named Whittman-Hart one
of the 200 Best Small Companies in America. In 1998, Standard & Poor's added
the Company to its S&P SmallCap 600 Index. Whittman-Hart has approximately
4,100 employees in 23 branch offices throughout the United States and the
United Kingdom. Whittman-Hart recently announced its intention to merge with
USWeb/CKS. Its Web site is www.whittman-hart.com.
Safe Harbor Provision
Statements in this report that are not strictly historical are
"forward-looking" statements, which are subject to risk and uncertainty.
Factors that could cause actual results to differ materially include but are
not limited to: competition, acquisitions, attracting and retaining highly
skilled employees, managing risks associated with client projects as well as
other risks detailed in the Company's reports filed with the Securities and
Exchange Commission, including its prospectus and 10Q filings.
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WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31, December 31, December 31,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Revenues $133,010 $99,573 $480,911 $333,502
Cost of services 73,976 56,109 269,240 190,982
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Gross profit 59,034 43,464 211,671 142,520
Costs and expenses:
Selling 6,451 4,320 22,773 14,028
Recruiting 2,837 2,700 10,825 11,328
General and administrative 34,795 25,925 124,555 86,303
Business combination costs 2,588 - 7,281 775
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Total costs and expenses 46,671 32,945 165,434 112,434
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Operating income 12,363 10,519 46,237 30,086
Other income (expense) 2,891 1,764 8,148 5,700
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Income before income taxes 15,254 12,283 54,385 35,786
Income tax 6,898 5,030 24,095 14,961
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Net income $8,356 $7,253 $30,290 $20,825
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Basic earnings per share $0.14 $0.13 $0.53 $0.40
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Diluted earnings per share $0.12 $0.12 $0.47 $0.36
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*Supplemental diluted earnings per share $0.16 $0.12 $0.57 $0.39
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Weighted average number of common shares
outstanding 59,619 53,960 56,641 52,244
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Weighted average number of common and common
equivalent shares outstanding 70,075 58,933 64,429 57,258
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*Supplemental Data: (a)
Income before income taxes $15,254 $12,283 $54,385 $35,786
Business combination costs 2,588 - 7,281 775
Goodwill amortization 252 - 252 -
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Supplemental income before income taxes 18,094 12,283 61,918 36,561
Supplemental income taxes 7,204 5,030 25,238 14,284
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Supplemental net income $10,890 $7,253 $36,680 $22,277
======== ======== ======== ========
Supplemental basic earnings per share $0.18 $0.13 $0.65 $0.43
Supplemental diluted earnings per share $0.16 $0.12 $0.57 $0.39
</TABLE>
Note: All the amounts have been restated to reflect the acquisitions of
Waterfield Technology Group in March 1999, BALR Corpotation in August 1999,
and Four Points Digital L.L.C. in November 1999. These acquistions were
accounted for using the pooling-of-interests method of accounting.
(a) The supplemental data excludes one-time business combinations costs and
goodwill amortization.
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WHITTMAN-HART, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
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<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $147,816 $ 50,710
Short-term investments 80,424 70,479
Trade accounts receivable, net 90,709 61,299
Prepaid expenses and other current assets 11,847 4,030
Deferred income taxes 23,478 988
Total current assets 354,274 187,506
Property and equipment, net 68,019 35,192
Long-term investments 56,095 30,196
Intangible assets 29,250 -
Other assets 1,501 1,449
Total assets $509,139 $254,343
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and other current liabilities $ 19,341 $ 17,349
Accrued compensation and related costs 28,289 22,255
Total current liabilities 47,630 39,604
Deferred income taxes 4,932 879
Deferred rent 1,865 1,672
Other liabilities 57 567
Total liabilities 54,484 42,722
Stockholders' equity 454,655 211,621
Total liabilities and stockholders' equity $509,139 $254,343
</TABLE>
Note: All the amounts have been restated to reflect the acquisitions of
Waterfield Technology Group in March 1999, BALR Corporation in August 1999,
and Four Points Digital L.L.C. in November 1999. These acquistions were
accounted for using the pooling-of-interests method of accounting.
# # #
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Financial contact:
Dean Dranias
Investor Relations Manager
Whittman-Hart, Inc.
(312) 602-6155
[email protected]
Media contact:
Laura Field Marni Gordon
Director of Corporate Communications Vice President
Whittman-Hart, Inc. Edelman Public Relations
(312) 913-3052 (312) 240-2633
[email protected] [email protected]
