EXHIBIT 99.1
SAFE HARBOR UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those discussed in the statement. HLM Design, Inc. (the
"Company") desires to take advantage of the "safe harbor" provisions of the Act.
Certain information, particularly information regarding future economic
performance, finances and management's plans and objectives, contained in this
report is forward-looking. In some cases information regarding certain important
factors that could cause actual results to differ materially from any such
forward-looking statement appear together with such statement. Also, the
following factors, in addition to other possible factors not listed, could
affect the Company's actual results and cause such results to differ materially
from those expressed in forward-looking statements:
INNOVATIVE STRATEGY
The Company's operating and growth strategies are predicated upon its ability to
contract with architectural, engineering and planning firm ("AEP Firm")
operations and to generate profits from those firms. The process of identifying
suitable AEP Firm candidates for entering into Management and Services
Agreements and proposing, negotiating and implementing economically feasible
affiliations with AEP Firms is lengthy and complex. Such strategies require
intense management direction in a dynamic marketplace that is increasingly
subject to cost containment and other competitive pressures. There can be no
assurance that these strategies will be successful or that modifications to the
Company's strategies will not be required.
MANAGEMENT AND SERVICES AGREEMENTS WITH A LIMITED NUMBER OF FIRMS
The Company's revenues are derived solely from its contractual relationships
with the Managed Firms (for whom, as indicated below, the Company will also
provide required financing). Currently, the Company has Management and Services
Agreements with three subsidiaries (JPJ, GAIH and BL&P) and three
other firms. All of these other firms are related to each other and to the
Company, by common principal stockholders, Joseph M. Harris and Vernon B.
Brannon. There can be no assurance that the Company will be able to successfully
enter into Management and Services Agreements with additional firms.
UNCERTAINTIES CONCERNING ABILITY TO RECEIVE PAYMENTS FROM MANAGED FIRMS
The Company earns, for services provided to the Managed Firms, 99% of the net
income of the Managed Firms as determined in accordance with generally accepted
accounting principles. However, for cash management purposes, the Company is to
receive 99% of the positive cash flows of the Managed Firms (calculated for any
period as the change in the cash balances from the beginning of the period to
the end of the period). The Company's ability actually to receive payments
1
<PAGE>
in respect thereof during any particular period will be subject to the cash
requirements of the Managed Firms. To the extent the cash requirements of the
Managed Firms continue to exceed 1% of positive cash flows, the Company will be
unable to receive payments against such receivable and such payments will
continue to be delayed. The Company's ability to pay dividends on the Common
Stock will depend on the ability of the Company to collect such receivables.
DEPENDENCE ON KEY PERSONNEL AND LIMITED MANAGEMENT AND PERSONNEL RESOURCES
The Company's success depends to a significant degree upon the continued
contributions of its senior management team and professional personnel. The loss
of the services of one or more of these key employees could have a material
adverse effect on the Company. The Company carries key employee insurance on
each of Joseph M. Harris and Vernon B. Brannon and has employment and/or
noncompetition agreements with Messrs. Harris and Brannon as well as with
several (although not all) of its senior professional staff. There can be no
assurance, however, that a court would enforce the noncompetition agreements as
currently in effect. If courts refuse to enforce the noncompetition agreements
of the Company or the Managed Firms, such refusals could have a material
adverse effect on the Company.
In addition, as the Company expands it will likely be dependent on the senior
professional staff of any firm with which the Company enters into a Management
and Services Agreement. The loss of the services of key employees could have a
material adverse effect on the Company. In addition, the lack of qualified
professional staff or employees of the Company's potential candidates for
Management and Services Agreements may limit the Company's ability to consummate
future agreements.
DEPENDENCE ON MANAGED FIRMS
The Company's revenues depend on fees and revenues generated by various AEP
Firms managed by the Company. Any material loss of revenue by such firms,
whether as a result of the loss of professionals or otherwise, could have a
material adverse effect on the Company. The Company itself is not engaged in the
practice of architecture, engineering or planning and, as a result, does not
2
<PAGE>
control (i) the practice of architecture, engineering or planning by
professionals or (ii) the compliance with certain regulatory requirements
directly applicable to the Managed Firms.
RISKS INHERENT IN PROVISION OF SERVICES
The Managed Firms and certain employees of the Managed Firms are involved in the
delivery of services to the public and, therefore, are exposed to the risk of
professional liability claims. Claims of this nature, if successful, could
result in substantial damage awards to the claimants that may exceed the limits
of any applicable insurance coverage. Insurance against losses related to claims
of this type can be expensive and varies widely from state to state. Although
the Company is indemnified under its Management and Services Agreements for
claims against the Managed Firms and their employees, the Company maintains
liability insurance for itself and negotiates liability insurance for its
Managed Firms and the professionals employed by its Managed Firms. Successful
malpractice claims asserted against the Managed Firms, their employees or the
Company could have an adverse effect on the Company's profitability.
COMPETITION
The business of providing architectural, engineering and planning related
services is highly competitive. The Company's competition includes many other
firms, including large national firms as well as regional or small local firms.
Several companies that have established operating histories and significantly
greater resources than the Company provide some of the services provided by the
Managed Firms. In addition, there are other companies with substantial resources
that may in the future decide to engage in activities similar to those in which
the Company engages.
UNCERTAINTIES CONCERNING ADDITIONAL FINANCINGS
The Company's operating and growth strategies require substantial capital
resources, particularly since the Company, as the management company, will be
responsible for the financing of working capital growth, capital growth and
other cash needs of the Managed Firms. These requirements will result
in the Company incurring long-term and short-term indebtedness and may result in
the public or private issuance, from time to time, of additional debt or equity
securities, including the issuance of such securities in connection with the
execution of Management and Services Agreements. There can be no assurance that
any such financing will be obtainable on terms acceptable to the Company.
3
<PAGE>
GOVERNMENT REGULATION
The architectural and engineering industries are regulated at the state level.
The Company believes its operations are in material compliance with applicable
law. Nevertheless, because of the unique structure of the relationships between
the Company and its Managed Firms, many aspects of these relationships have not
been the subject of prior regulatory interpretation. The Company has not
discussed its structure with or received approvals from any regulatory
authorities, and is unaware of its business being reviewed by any such
regulatory authorities. There can be no assurance that a review of the Company's
business by applicable regulatory authorities will not result in determinations
that may adversely affect the operations of the Company or prevent its continued
operation. There also can be no assurance that the regulatory environment will
not change so as to restrict the Company's existing operations or limit the
expansion of the Company's business. Expansion of the operations of the Company
to certain jurisdictions could require structural and organizational
modifications of the Company's relationships with its Managed Firms.
Consequently, if the Company is unable or unwilling to undertake such
modifications, it may be limited in its ability to expand into certain
jurisdictions. As of the date hereof, the Company has not determined which
jurisdictions would require structural or organizational modifications of the
Company's relationships with the Managed Firms. Although the Company believes
its operations are in material compliance with existing applicable law, there
can be no assurance that the Company's existing Management and Services
Agreements could not be successfully challenged as, for example, constituting
the unlicensed practice of architecture, or that the enforceability of the
provisions thereof, including non-disclosure agreements therein, will not be
limited.
4
