MARCHFIRST INC
10-Q/A, 2000-08-21
MANAGEMENT CONSULTING SERVICES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q/A

                                   (Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 2000

                                       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

                                marchFIRST, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                   36-3797833
   -------------------------------             ---------------------------------
   (State or other jurisdiction of             (IRS Employer Identification No.)
   incorporation or organization)

        311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
        ----------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

                                 (312) 922-9200
                                 --------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [ ]

As of July 31, 2000, there were 150,214,123 shares of common stock of the
registrant outstanding.

                           EXPLANATION OF AMENDMENT

     The purpose of this amendment is to correct the classification of
certain trade receivables disclosed in Note 2. of the Notes to the
Consolidated Financial Statements.

<PAGE>

                                marchFIRST, Inc.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)
                                   (Unaudited)

      NOTE 1.  BASIS OF PRESENTATION

      The accompanying unaudited interim condensed consolidated financial
statements of marchFIRST, Inc. ("marchFIRST" or the "Company") have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission for quarterly reports on Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. The information furnished herein includes all adjustments, which
are, in the opinion of management, necessary for a fair presentation of
results for these interim periods. All such adjustments are of a normal
recurring nature, except for the adjustments relating to the acquisition
discussed in Note 4. The results of operations for the three and six months
ended June 30, 2000 are not necessarily indicative of the results to be
expected for the year ending December 31, 2000.

      These financial statements should be read in conjunction with the
Company's historical audited consolidated financial statements and notes
thereto for the year ended December 31, 1999 included in the Annual Report on
Form 10-K filed by the Company with the Securities and Exchange Commission.

      NOTE 2.  BALANCE SHEET COMPONENTS (in thousands)

<TABLE>
<CAPTION>
                                                                        June 30,     December 31,
                                                                            2000             1999
                                                                 ---------------    -------------
<S>                                                              <C>                <C>
         Trade accounts receivable, net:
           Accounts receivable                                   $       373,476    $      83,308
           Media and other pass through costs                             40,371            4,916
           Unbilled revenues                                              69,831            6,004
           Less:  Allowance for doubtful accounts                        (20,777)          (3,519)
                                                                  --------------    -------------
                                                                 $       462,901    $      90,709
                                                                 ===============    =============
         Intangible assets, net:
           Workforce in place                                    $       139,702    $      12,602
           Goodwill                                                    6,698,368           15,640
           Customer lists                                                 50,360            1,260
           Purchased technology                                           18,600                -
                                                                 ---------------    -------------
                                                                 $     6,907,030    $      29,502
           Less:  Accumulated amortization                              (472,601)            (252)
                                                                 ---------------    -------------
                                                                 $     6,434,429    $      29,250
                                                                 ===============    =============
         Accrued expenses and other liabilities:
           Professional fees                                     $         1,217    $         980
           Merger and related costs                                      102,440                -
           Other                                                          39,969           12,893
                                                                 ---------------    -------------
                                                                 $       143,626    $      13,873
                                                                 ===============    =============
</TABLE>

      NOTE 3.  COMPREHENSIVE INCOME (LOSS)

      Comprehensive income (loss) includes changes in the balances of items
that are reported directly as a separate component of stockholders' equity in
the condensed consolidated balance


<PAGE>

                                   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 thereunto duly authorized.


                                      marchFIRST, Inc.

Date:      August 21, 2000      By:   /s/ Robert F. Bernard
         -----------------            ---------------------
                                          Robert F. Bernard
                                          Chairman of the Board

Date:      August 21, 2000      By:   /s/ Bert B. Young
         -----------------            -----------------
                                          Bert B. Young
                                          Chief Financial Officer and Treasurer








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