<PAGE>
FILED PURSUANT TO RULE 424(b)(4)
REGISTRATION NO. 333-48123
PROSPECTUS
3,850,000 Shares
[LOGO OF ANSWERTHING CONSULTING GROUP, INC.]
COMMON STOCK
----------------
OF THE 3,850,000 SHARES OF COMMON STOCK BEING OFFERED, 2,850,000 SHARES ARE
BEING SOLD BY THE COMPANY AND 1,000,000 SHARES ARE BEING SOLD BY THE
SELLING SHAREHOLDERS. SEE "PRINCIPAL AND SELLING SHAREHOLDERS." THE
COMPANY WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF
SHARES BY THE SELLING SHAREHOLDERS. PRIOR TO THE OFFERING
THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON STOCK.
SEE "UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS
CONSIDERED IN DETERMINING THE INITIAL PUBLIC
OFFERING PRICE.
----------------
THE COMMON STOCK HAS BEEN APPROVED FOR QUOTATION ON THE NASDAQ NATIONAL MARKET
UNDER THE SYMBOL "ANSR."
----------------
THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON
PAGE 2 HEREOF.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE $13 A SHARE
----------------
<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS
----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Per Share................... $13.00 $0.91 $12.09 $12.09
Total(3).................... $50,050,000 $3,503,500 $34,456,500 $12,090,000
</TABLE>
- --------
(1) The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters, as defined, against certain liabilities,
including liabilities under the Securities Act of 1933. See
"Underwriters."
(2) Before deducting expenses payable by the Company estimated to be
$900,000.
(3) The Company and certain Selling Shareholders have granted to the
Underwriters an option exercisable within 30 days of the date hereof to
purchase up to an aggregate of 577,500 additional Shares of Common
Stock at the price to public less underwriting discounts and
commissions for the purpose of covering over-allotments, if any. If the
Underwriters exercise such option in full, the total price to public,
underwriting discounts and commissions, proceeds to Company and
proceeds to Selling Shareholders will be $57,557,500, $4,029,025,
$40,078,350 and $13,450,125, respectively. See "Underwriters."
----------------
The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by Ropes & Gray, counsel for the Underwriters. It is expected that delivery of
the Shares will be made on or about June 2, 1998 at the office of Morgan
Stanley & Co. Incorporated, New York, New York, against payment therefor in
immediately available funds.
----------------
MORGAN STANLEY DEAN WITTER
DONALDSON, LUFKIN & JENRETTE
Securities Corporation
NATIONSBANC MONTGOMERY SECURITIES LLC
THE ROBINSON-HUMPHREY COMPANY
May 28, 1998
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING (THE "OFFERING") OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE SELLING SHAREHOLDERS OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN
OFFER TO, OR A SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------
UNTIL JUNE 22, 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary....................................................... 1
Risk Factors............................................................. 2
The Company.............................................................. 9
Use of Proceeds.......................................................... 9
Dividend Policy.......................................................... 9
Capitalization........................................................... 10
Dilution................................................................. 11
Selected Consolidated Financial and Pro Forma Data....................... 12
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 14
Business................................................................. 20
Management............................................................... 31
Certain Transactions..................................................... 38
Principal and Selling Shareholders....................................... 41
Description of Capital Stock............................................. 42
Shares Eligible for Future Sale.......................................... 45
Underwriters............................................................. 48
Legal Matters............................................................ 50
Experts.................................................................. 50
Additional Information................................................... 50
Index to Financial Statements............................................ F-1
</TABLE>
---------------
The Company intends to furnish its shareholders with annual reports
containing audited consolidated financial statements and an opinion thereon
expressed by an independent public accounting firm and with quarterly reports
for the first three quarters of each year containing unaudited consolidated
interim financial information.
---------------
Unless otherwise indicated, all information in this Prospectus assumes (i)
the conversion of all of the outstanding shares of convertible preferred stock
into 7,160,104 shares of Common Stock (the "Conversion") concurrent with the
Offering and (ii) no exercise of the Underwriters' over-allotment option. As
used in this Prospectus, unless the context otherwise requires, references to
"AnswerThink" or the "Company" are to the Company and its consolidated
subsidiaries.
---------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."
<PAGE>
[INSIDE GATEFOLD]
[TEXT:] In today's climate of intense global competition and accelerating
technological change, companies are increasingly turning to technology-enabled
solutions to improve their productivity and competitive position. In this
environment, IT is viewed not as an isolated back office function but rather as
a critical component of organizational strategy.
[SYLIZED TEXT:] "INTERPRISE"
[TEXT:] The Company believes that success is today's business environment
requires excellence in communication and collaboration, not just within the
corporate enterprise, but across the network of customers, suppliers, strategic
partners and others which together form the extended enterprise-what the Company
refers to as the "Interprise" business model. AnswerThink provides IT solutions
to help its clients succeed in this Interprise environment, which demands the
assimilation and integration of data from both internal and external sources.
[DIAGRAM SHOWING RELATIONSHIPS BETWEEN INTERNET, INTRANET, EXTRANET, CUSTOMERS
AND INTEGRATED APPLICATIONS APPEARS HERE]
[STYLIZED TEXT:] "KNOWLEDGE"
[TEXT:] AnswerThink does more than study problems. It identifies and answers
questions at the outset of an engagement which allows it to propose and
implement solutions on time and on budget. By using its knowledge-based
delivery process and employing experienced, multidisciplinary consulting teams,
the Company is able to reduce both the risk of delivery and time of
implementation of its project.
[TEXT:] AnswerThink has developed Mind~share/SM/, a proprietary intranet-based
knowledge management system that captures, indexes and disseminates the combined
knowledge base and experience of its consultants.
<PAGE>
[SECOND PAGE GATEFOLD]
[STYLIZED TEXT:] "SOLUTIONS"
[TEXT:] AnswerThink provides solutions in the areas of process transformation
and benchmarking, software package implementation and advanced technologies
integration. AnswerThink delivers these solutions through multidisciplinary
teams of professionals with experience in these areas that deliver solutions for
each of the specific business functions in an organization. These teams target
finance, administration and human resources, information technology, sales and
customer support, and supply chain management.
[DIAGRAM OUTLINING THE COMPANY'S BUSINESS FUNCTIONS, SOLUTION SETS AND CORE
COMPETENCIES APPEARS HERE.]
[LOGO OF ACG APPEARS HERE]
<PAGE>
PROSPECTUS SUMMARY
This summary is qualified by the more detailed information and the audited
financial statements and the unaudited pro forma financial information and
notes thereto appearing elsewhere in this Prospectus.
THE COMPANY
AnswerThink Consulting Group, Inc. ("AnswerThink" or the "Company") is a
rapidly growing provider of knowledge-based consulting and information
technology ("IT") services to Fortune 1000 companies and other sophisticated
buyers. The Company addresses its clients' strategic business needs by offering
a wide range of integrated services or solutions, including benchmarking,
process transformation, software package implementation, electronic commerce,
decision support technology, technology architecture and integration and Year
2000 solutions. These solutions target a client's specific business functions
(finance and administration, human resources, IT, sales and customer support,
and supply chain management) and allow a business to reach beyond the
enterprise and link the people, processes and technologies of the extended
organization or "Interprise." AnswerThink markets its services to senior
executives in organizations where business transformation and technology-
enabled change can have a significant competitive impact.
AnswerThink leverages its knowledge base to propose solutions to its clients'
most critical and complex business problems. The Company delivers its services
through multidisciplinary project teams that include professionals with both IT
and business expertise. The Company's knowledge-based approach to consulting
combines the knowledge and experience of its consultants with "best practice"
process solutions and a benchmarking database developed by its subsidiary, The
Hackett Group, Inc. (the "Hackett Group"). The Company believes its highly
focused service delivery model provides its customers with a lower risk of
delivery and a faster time to benefit as compared to the linear, "methodology
based" processes employed by many other IT consulting firms.
The Company was formed in April 1997 by several former leaders of the IT
consulting practice of a "Big Six" accounting firm. From the outset, the
Company made operational investments to develop a comprehensive market
strategy, build a business infrastructure and create sophisticated management
information and service delivery systems capable of supporting a large-scale
consulting and IT services business. Since its formation, AnswerThink has
acquired several consulting and IT services businesses, each of which brought
to the Company complementary skills and customer relationships. In addition,
the Company has grown internally by recruiting approximately 200 consultants.
As of April 3, 1998, the Company employed 343 consultants. The Company supports
its national solution delivery organization through a network of 10 offices
located in Atlanta, Boston, Chicago, Cleveland, Dallas, Iselin (NJ), Miami, New
York, Philadelphia and Silicon Valley. The Company has served a broad range of
clients, including Avon Products, Bell Atlantic, Florida Power & Light,
International Paper and Lucent Technologies.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Company...... 2,850,000 shares
Common Stock offered by the Selling
Shareholders............................ 1,000,000 shares
Total Common Stock offered............... 3,850,000 shares
Common Stock outstanding after the
Offering................................ 33,479,311 shares (1)
Use of proceeds.......................... Repayment of indebtedness, working
capital, potential acquisitions and
general corporate purposes. See "Use
of Proceeds."
Proposed Nasdaq National Market symbol... ANSR
</TABLE>
SUMMARY CONSOLIDATED FINANCIAL AND PRO FORMA DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
APRIL 23, 1997 (INCEPTION) TO QUARTER ENDED
JANUARY 2, 1998 APRIL 3, 1998
-------------------------------------------------------------
PRO FORMA PRO FORMA
ACTUAL AS ADJUSTED(2) ACTUAL AS ADJUSTED(2)
-------------- ----------------------------- --------------
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net revenues............ $ 14,848 $ 34,014 $ 18,532 $ 19,864
Loss from operations.... (12,473) (11,435) (39,159) (39,301)
Net loss................ (12,090) (10,909) (39,453) (39,275)
Net loss per common
share--basic and
diluted................ $ (1.91) $ (0.70) $ (3.86) $ (2.13)
Weighted average common
shares outstanding..... 6,342,319 15,675,379 10,226,330 18,455,701
</TABLE>
<TABLE>
<CAPTION>
AS OF APRIL 3, 1998
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA(3) AS ADJUSTED(3)
------- ------------ --------------
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Working capital............................. $ 4,250 $ 1,504 $27,560
Total assets................................ 37,841 44,638 64,174
Total long-term liabilities................. 9,720 9,729 2,229
Convertible preferred stock................. 11,140 -- --
Shareholders' equity........................ 2,645 17,015 50,571
</TABLE>
- -------
(1) Based on shares of Common Stock outstanding as of April 3, 1998 giving
effect to 269,166 shares of Common Stock issued in the Legacy Acquisition
(as defined). Excludes (i) 1,367,169 shares of Common Stock issuable upon
exercise of options outstanding as of April 3, 1998, none of which were
then exercisable, (ii) 37,500 shares of Common Stock issuable upon exercise
of a warrant outstanding and exercisable as of April 3, 1998, and (iii)
9,382,831 additional shares of Common Stock reserved for future issuance
under the Stock Plans (as defined).
(2) Gives effect to the Legacy Acquisition, the Conversion, the Offering, and,
for the earlier period, the 1997 Acquisitions (as defined).
(3) Gives effect to the Legacy Acquisition and the Conversion. As adjusted
reflects the Offering.
1
<PAGE>
RISK FACTORS
In evaluating the Company's business, prospective investors should carefully
consider the following factors in addition to the other information presented
in this Prospectus before purchasing the shares of Common Stock offered
hereby. This Prospectus contains certain statements of a forward-looking
nature relating to future events or the future financial performance of the
Company. Prospective investors are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, prospective investors should specifically consider
the various factors identified in this Prospectus, including but not limited
to the matters set forth below, which could cause actual results to differ
materially from those indicated by such forward-looking statements.
LIMITED COMBINED OPERATING HISTORY; HISTORY OF LOSSES
The Company was formed in April 1997 and has grown substantially since its
inception both internally and through acquisitions. Although certain of the
acquired businesses have been in operation for some time, the Company has a
limited history of combined operations. Consequently, the historical and pro
forma information herein may not be indicative of the Company's financial
condition and future performance. As a result of the commencement of
operations, building of infrastructure and hiring of consultants, the Company
had a net loss of $12.1 million for the period from its inception through
January 2, 1998. The Company's operating results and financial condition will
be adversely affected if revenues do not increase to cover the Company's
expanding level of operating expenses. There can be no assurance that the
Company will be successful in its efforts to increase its revenues. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
VARIABILITY OF QUARTERLY OPERATING RESULTS; SEASONALITY
The Company expects variations in its revenues and operating results from
quarter to quarter. Such variations are likely to be caused by such factors as
mix and timing of client projects, completion of client projects, project
delays, the number of business days in a quarter, hiring, integration and
utilization of consultants and employees, variations in utilization rates and
average billing rates for consultants and project managers, the length of the
Company's sales cycle, the accuracy of estimates of resources required to
complete ongoing projects, the ability of clients to terminate engagements
without penalty and the integration of acquired entities. Because a
significant portion of the Company's expenses is relatively fixed, a variation
in the number or timing of client assignments or in employee utilization rates
can cause significant variations in operating results from quarter to quarter
and could result in losses to the Company. Unanticipated termination of a
major project, a client's decision not to proceed to the stage of the project
anticipated by the Company or the completion during a quarter of several major
client projects without deploying consultants to new engagements could result
in the Company's underutilization of employees and could therefore have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, to the extent that increases in the number
of professional personnel are not followed by corresponding increases in
revenues, the Company's operating results could be materially and adversely
affected. Further, it is difficult for the Company to forecast the timing of
revenue because project cycles depend on factors such as the size and scope of
assignments and circumstances specific to particular clients. Because the
Company only derives revenue when its consultants are actually working, its
operating results are adversely affected when client facilities close due to
holidays or inclement weather. In particular, the Company has generated a
smaller proportion of its revenues and lower operating income during the
fourth quarter of the year due to the number of holidays in that quarter.
Given all of the foregoing, the Company believes that quarter-to-quarter
comparisons of its operating results for preceding quarters are not
necessarily meaningful and that such results for one quarter should not be
relied upon as an indication of future performance. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Results of Operations."
2
<PAGE>
MANAGEMENT OF GROWTH
The Company is currently experiencing rapid growth that has challenged, and
will likely continue to challenge, the Company's managerial and other
resources. Since its inception through April 3, 1998, the number of
consultants employed by the Company increased to 343 and further significant
increases are anticipated during the current year. In addition, the number of
active client engagements increased to 117 as of April 3, 1998. The Company
has also expanded its geographic coverage to facilities in 10 locations since
its inception and intends to continue to expand its geographic coverage and
open additional offices in the future. The Company's ability to manage its
growth will depend on its ability to continue to enhance its operating,
financial and management information systems and to expand, develop, motivate
and manage effectively an expanding professional work force. In addition, the
Company's future success will depend in large part on its ability to continue
to set rates and fees accurately and to maintain high rates of employee
utilization and project quality, particularly if the average size of the
Company's projects continues to increase. If the Company is unable to manage
growth effectively, the quality of the Company's services, its ability to
retain key personnel and its business, financial condition and results of
operations could be materially adversely affected. Furthermore, there can be
no assurance that the Company's business will continue to expand. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
RISKS RELATED TO ACQUISITIONS
Since its inception, the Company has significantly expanded through
acquisitions. In the future, a key element of the Company's growth strategy
will be to pursue additional acquisitions in order to obtain well-trained,
high-quality professionals, new service offerings, additional industry
expertise, a broader client base or an expanded geographic presence. There can
be no assurance that the Company will be able to integrate successfully recent
or future acquired businesses without substantial expense, delays or other
operational or financial problems or that it will be able to identify, acquire
or profitably manage additional businesses. The Company may also require debt
or equity financing for future acquisitions that may not be available on terms
favorable to the Company, if at all. In addition, acquisitions may involve a
number of risks, including diversion of management's attention, failure to
retain key acquired personnel, unanticipated events or circumstances, legal
liabilities and amortization of acquired intangible assets. Client
satisfaction or performance problems at a single acquired firm could have a
material adverse impact on the reputation of the Company as a whole. Further,
there can be no assurance that the Company's recent or future acquired
businesses will generate anticipated revenues or earnings. Any one of these
risks could have a material adverse effect on the Company's business,
financial condition and results of operations See "Business--Growth Strategy."
INFLUENCE OF EXISTING SHAREHOLDERS
Upon completion of the Offering, the Company's directors, executive officers
and shareholders beneficially owning 5% or more of the Company's Common Stock
together will beneficially own approximately 54.8% of the outstanding shares
of Common Stock (approximately 53.7% if the Underwriters' over-allotment
option is exercised in full). As a result, these shareholders, acting
together, will be able to control matters requiring approval by the
shareholders of the Company, including the election of directors. In addition,
certain of these shareholders (who together will beneficially own
approximately 53.9% of the outstanding shares of Common Stock upon completion
of the Offering, or approximately 52.9% if the Underwriters' over-allotment
option is exercised in full) are party to the Shareholders Agreement (as
defined) pursuant to which they have agreed to vote their shares in favor of
any person designated as a director by the other parties as provided therein.
Although these provisions of the Shareholders Agreement have been waived
temporarily, they will resume full force and effect if three independent
directors have not been appointed prior to January 1, 1999. This concentration
of ownership and the Shareholders Agreement may have the effect of delaying or
preventing a change in control of the Company, including transactions in which
shareholders might otherwise receive a premium for their shares over then
current market prices. See "Management--Directors and Executive Officers,"
"Certain Transactions--Shareholders Agreement" and "Principal and Selling
Shareholders."
ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER AND BYLAW PROVISIONS
The Company's Articles of Incorporation and Bylaws, as well as Florida
corporate law, contain certain provisions that could have the effect of
delaying, deferring or preventing a change in control of the Company.
3
<PAGE>
These provisions could limit the price that certain investors might be willing
to pay in the future for shares of the Common Stock. Certain of such
provisions allow the Company to issue preferred stock having rights senior to
those of the Common Stock without shareholder approval. Other provisions
impose various procedural and other requirements that could make it difficult
for shareholders to effect certain corporate actions. See "Description of
Capital Stock."
DEPENDENCE ON GENERAL ECONOMIC CONDITIONS
Demand for professional IT and consulting services is also significantly
affected by the general level of economic activity. When economic activity
slows, clients may delay or cancel plans that involve the hiring of IT
consultants. The Company is unable to predict the level of economic activity
at any particular time, and fluctuations of conditions in the general economy
could adversely affect the Company's business, operating results and financial
condition.
ATTRACTION AND RETENTION OF SKILLED PROFESSIONALS
The Company's business involves the delivery of professional services and is
labor-intensive. The Company's success depends in large part upon its ability
to attract, develop, motivate and retain highly skilled IT professionals and
business consultants. Qualified IT professionals and business consultants are
in great demand and are likely to remain a limited resource for the
foreseeable future. There can be no assurance that the Company will be able to
attract and retain sufficient numbers of highly skilled IT professionals and
business consultants, and any inability to do so could impair the Company's
ability to adequately manage and complete its existing projects and to secure
and complete client engagements and as a result could have a material adverse
effect on the Company's business, operating results and financial condition.
In addition, even if the Company is able to expand its team of highly skilled
IT professionals and business consultants, the resources required to attract
and retain such employees may adversely affect the Company's operating
margins. See "Business--Human Resources."
COMPETITION
The market for consulting and 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
"Big Six" accounting firms, systems consulting and implementation firms,
application software firms, service groups of computer equipment companies,
outsourcing companies, systems integration companies and general management
consulting firms. Many of these competitors have significantly greater
financial, technical and marketing resources and greater name recognition than
the Company. The Company also 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. There can
be no assurance that the Company will compete successfully with its existing
competitors or with any new competitors. In addition, the Company is party to
a confidential settlement agreement with a "Big Six" accounting firm resulting
from certain litigation which contains certain non-competition and non-
solicitation provisions. There can be no assurance that the Company may not be
inhibited from soliciting certain potential clients. See "--Litigation and
Settlement" and "Business--Competition."
PROJECT RISKS; FIXED PRICE CONTRACTS
Many of the Company's engagements involve projects that are critical to the
operations of its clients' businesses and provide benefits that may be
difficult to quantify. The Company's failure or inability to meet a client's
expectations in the performance of its services could give rise to claims
against the Company or damage the Company's reputation, adversely affecting
its business, operating results and financial condition. In addition, most of
the Company's contracts are terminable by the client with little or no notice
to the Company and without
4
<PAGE>
significant penalty. The Company derives a significant portion of its revenues
from large client projects involving significant dollar values and the
cancellation or significant reduction in the scope of a large engagement could
have a material adverse effect on the Company's business, financial condition
and results of operations.
The Company undertakes certain projects on a fixed-price basis, which is
distinguishable from the Company's principal method of billing on a time and
materials basis, and undertakes other projects on a capped-fee basis. The
failure of the Company to complete such projects within budget or below the
cap would expose the Company to risks associated with potentially
unrecoverable cost overruns. In addition, even when there is no fixed price or
cap the Company's failure or inability to meet a client's expectations with
regard to price could result in the refusal of a client to pay, all of which
could have a material adverse effect on the Company's business, operating
results and financial condition. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Overview."
CONCENTRATION OF REVENUES
Since its inception, the Company has derived a significant portion of its
net revenues from a relatively limited number of clients. For example, during
the period from its inception through January 2, 1998, the Company's ten most
significant clients accounted for approximately 38%, and two clients accounted
for 13%, of its net revenues. There can be no assurance that these clients
will continue to engage the Company for additional projects or do so at the
same revenue levels. Clients engage the Company on an assignment-by-assignment
basis, and a client can generally terminate a contract with little or no
notice to the Company and without significant penalty. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business--Clients and Representative Solutions."
DEPENDENCE ON PRINCIPAL SERVICE OFFERINGS
The Company has derived a substantial portion of its revenues from projects
based primarily on package software implementation and, to a lesser degree,
Year 2000 issue consulting. Any factors negatively affecting the demand for
package software implementation could have a material adverse effect on the
Company's business, financial condition and results of operations. In
addition, the demand for Year 2000 consulting services is likely to decline as
Year 2000 issues are resolved. Although the Company intends to use the
business relationships and knowledge of clients' systems obtained in providing
Year 2000 consulting or package software implementation services to generate
additional projects for these clients, there can be no assurance that the
Company will be successful in generating any such additional business. See
"Business--Services."
RAPID TECHNOLOGICAL CHANGE; DEPENDENCE ON THIRD PARTY SOFTWARE OFFERINGS
The Company's success will depend in part on its ability to develop IT
solutions that keep pace with continuing changes in IT, evolving industry
standards and changing client preferences. There can be no assurance that the
Company will be successful in adequately addressing these developments on a
timely basis or that, if these developments are addressed, the Company will be
successful in the marketplace. In addition, there can be no assurance that
products or technologies developed by others will not render the Company's
services uncompetitive or obsolete. The Company's failure to address these
developments could have a material adverse effect on the Company's business,
operating results and financial condition.
The Company derives a significant portion of its revenue from projects in
which it implements software developed by third parties, such as PeopleSoft,
Inc. ("PeopleSoft") and Oracle Corporation ("Oracle"). The Company's future
success in its package implementation consulting services depends largely on
its relationship with these organizations. There can be no assurance that the
Company will continue to maintain a favorable relationship with these software
developers. In addition, in the event that PeopleSoft and Oracle are unable to
maintain their leadership positions within the business applications software
market, if the Company's relationship with these organizations deteriorates,
or if these organizations elect to compete directly with the Company, the
Company's business, financial condition and results of operations could be
materially adversely affected. See "Business--Services."
5
<PAGE>
RELIANCE ON KEY EXECUTIVES
The success of the Company is highly dependent upon the efforts, abilities,
business generation capabilities and project execution skills of its senior
leadership team. The loss of the services of any of its senior leadership team
for any reason could have a material adverse effect upon the Company's
business, operating results and financial condition, including its ability to
secure and complete engagements. The Company has obtained a key-man insurance
policy on Ted A. Fernandez, the Company's President, Chief Executive Officer
and Chairman.
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. Although 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.
Although the Company believes that its services do not infringe on the
intellectual property rights of others and that it has all rights necessary to
utilize the intellectual property employed in its business, the Company is
subject to the risk of claims alleging infringement of third-party
intellectual property rights. Any such claims could require the Company to
spend significant sums in litigation, pay damages, develop non-infringing
intellectual property or acquire licenses to the intellectual property which
is the subject of asserted infringement. See "Business--Intellectual Property
Rights."
LITIGATION AND SETTLEMENT
Certain of the Company's key executives and other management employees
resigned from a "Big Six" accounting firm during the first quarter of 1997.
The accounting firm initiated litigation in connection with such resignations
and the formation of the Company arising out of activities alleged to have
constituted a breach of non-competition and non-solicitation obligations. This
litigation was settled, and the Company, its key executives, certain other
management employees and certain of its shareholders are subject to certain
provisions contained in a confidential settlement agreement among such persons
and the accounting firm (the "Settlement Agreement"). The Settlement Agreement
prohibits the Company from soliciting or hiring the accounting firm's
employees, and from soliciting or servicing certain of its clients, and
prohibits the accounting firm from soliciting the Company's employees, for a
period of two years commencing December 31, 1996. Subsequent to the execution
of the Settlement Agreement, the accounting firm asserted through legal
proceedings that the Company and its executives and employees had conducted
activities prohibited by the Settlement Agreement. The Company vigorously
denied such assertions, and the accounting firm's claims in these respects
were rejected by the court with jurisdiction over the Settlement Agreement.
The Company and its executives and management believe that they can operate
and grow the Company despite the limitations imposed by the Settlement
Agreement. The Company, its key executives and management employees intend to
continue to abide by the terms of the Settlement Agreement. There can be no
assurance, however, that future claims will not be asserted by the accounting
firm. See "Business--Legal Proceedings."
SIGNIFICANT UNALLOCATED NET PROCEEDS
A substantial majority of the anticipated net proceeds of the Offering has
not been designated for specific uses. Therefore, the Company's management
will have broad discretion with respect to the use of the net proceeds of the
Offering. See "Use of Proceeds."
NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE
Prior to the Offering, there has been no public market for the Common Stock.
Consequently, the initial public offering price per share of the Common Stock
will be determined by negotiations among management of
6
<PAGE>
the Company and the Representatives. See "Underwriters" for factors to be
considered in determining the initial public offering price per share.
Application has been made for quotation of the Common Stock on the Nasdaq
National Market; however, there can be no assurance that an active trading
market will develop and be sustained after the Offering. The market price of
the Common Stock may fluctuate substantially due to a variety of factors,
including quarterly fluctuations in results of operations, adverse
circumstances affecting the introduction or market acceptance of new services
offered by the Company, announcements of new services by competitors, changes
in earnings estimates by analysts, changes in accounting principles, sales of
Common Stock by existing holders, loss of key personnel and other factors. In
addition, the stock market is subject to extreme price and volume
fluctuations. This volatility has often had a significant effect on the market
prices of securities issued by many companies for reasons unrelated to the
operating performance of these companies. In the past, following periods of
volatility in the market price of a company's securities, securities class
action litigation has often been instituted against such a company. Any such
litigation instigated against the Company could result in substantial costs
and a diversion of management's attention and resources, which could have a
material adverse effect on the Company's business, operating results and
financial condition.
IMMEDIATE AND SUBSTANTIAL DILUTION
The initial public offering price of $13.00 per share of Common Stock is
substantially higher than the pro forma as adjusted net tangible book value
per share of Common Stock after the Offering. Purchasers of shares of Common
Stock in the Offering will experience immediate and substantial dilution of
$12.13 in the pro forma as adjusted net tangible book value per share of
Common Stock after the Offering. To the extent outstanding options to purchase
Common Stock are exercised, there will be further dilution. See "Dilution."
SHARES ELIGIBLE FOR FUTURE SALE; REGISTRATION RIGHTS AGREEMENTS
Sales of substantial amounts of Common Stock in the public market following
the Offering could adversely affect the prevailing market price of the Common
Stock and the Company's ability to raise capital in the future. Upon
completion of the Offering, the Company will have a total of 33,479,311 shares
of Common Stock outstanding, of which the 3,850,000 shares offered hereby will
be freely tradable without restriction under the Securities Act of 1933, as
amended (the "Securities Act"), by persons other than "affiliates" of the
Company, as defined under the Securities Act. The remaining 29,629,311 shares
of Common Stock outstanding are "restricted securities" as that term is
defined by Rule 144 promulgated under the Securities Act (the "Restricted
Shares"). None of the Restricted Shares will be eligible for sale in the
public market on the date of this Prospectus. Following the period ending 180
days after the date of this Prospectus, 18,804,005 of the Restricted Shares
will be eligible for sale in the public market subject to Rule 144 under the
Securities Act. See "Shares Eligible for Future Sale--Lock-up Agreements."
Following the date of this Prospectus, the Company intends to register on
one or more registration statements on Form S-8 approximately 10,750,000
shares of Common Stock issuable under the Stock Plans. Of the 10,750,000
shares issuable under the Stock Plans, 1,367,169 shares are subject to
outstanding options as of April 3, 1998, none of which will be exercisable at
the time of the Offering. The Company also has reserved 37,500 shares for
issuance upon exercise of a warrant outstanding and exercisable as of April 3,
1998. In the event the warrant is exercised during the period ending 180 days
after the date of this Prospectus, the shares issued upon exercise of the
warrant will not be eligible for sale in the public market during such period
but will be eligible for sale in the public market upon completion of such
period subject to Rule 144 under the Securities Act. See "Management--Stock
Option Plan," "Certain Transactions" and "Shares Eligible for Future Sale".
Upon completion of the Offering, the holders of 20,661,757 shares of Common
Stock will be entitled to certain registration rights with respect to such
shares. If such holders, by exercising their registration rights, cause a
large number of shares to be registered and sold in the public market, such
sales could have an adverse effect on the market price of the Common Stock. In
addition, if the Company is required, pursuant to such registration
7
<PAGE>
rights, to include shares held by such persons in a registration statement
which the Company files to raise additional capital, the inclusion of such
shares could have an adverse effect on the Company's ability to raise needed
capital. See "Certain Transactions" and "Shares Eligible for Future Sale."
DIVIDEND POLICY
The Company does not expect to pay any cash dividends on its Common Stock in
the foreseeable future. It is the present policy of the Company to retain
earnings, if any, for use in the operation of the Company's business. In
addition, under the terms of the Credit Facility (as defined), the Company is
restricted from paying dividends to its shareholders. See "Dividend Policy"
and "Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources."
8
<PAGE>
THE COMPANY
The Company was incorporated on April 23, 1997 as a Florida corporation. The
Company maintains its principal executive offices at 1401 Brickell Avenue,
Suite 350, Miami, Florida 33131. The Company's telephone number is (305) 375-
8005 and its Internet address is http://www.answerthink.com. Information
contained in the Company's worldwide web site is not a part of this
Prospectus.
USE OF PROCEEDS
The net proceeds to the Company from the Offering are estimated to be
$33,556,500 ($39,178,350 if the Underwriters exercise their over-allotment
option in full), after deducting underwriting discounts and commissions and
estimated Offering expenses payable by the Company. The Company will use a
portion of the net proceeds to repay $7,500,000 borrowed under its credit
facility, as amended (the "Credit Facility") with BankBoston, N.A.
("BankBoston"), which as of April 3, 1998 bears interest at a weighted average
rate of 8.5% per annum. The Company's borrowings under the Credit Facility
were used for acquisitions. The Credit Facility expires on November 7, 2000.
The Company will also use $3,750,000 of the net proceeds to retire a portion
of a short-term promissory note, currently bearing interest at the rate of
12.0% per annum, issued to the sole stockholder of the Hackett Group in
connection with the Company's acquisition of that entity. The Company will
also repay $2,582,500 in short-term notes, bearing interest at the rate of
6.0% per annum, payable to the stockholders of Legacy Technology, Inc.
("Legacy") which were issued in connection with the Legacy Acquisition. The
balance of the net proceeds, or approximately $19,724,000, will be used for
working capital, potential acquisitions and general corporate purposes. The
Company does not currently have any agreements, arrangements or understandings
with respect to any future acquisitions, and no portion of the net proceeds
has been allocated for any specific acquisition. Pending their use as
described in this Prospectus, the net proceeds of the Offering will be
invested in short-term, interest-bearing, investment-grade securities. The
Company will not receive any proceeds from the sale of shares of Common Stock
by the Selling Shareholders. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--The Acquisitions" and "--
Liquidity and Capital Resources."
DIVIDEND POLICY
The Company does not expect to pay any cash dividends on its Common Stock in
the foreseeable future. It is the present policy of the Company's Board of
Directors to retain earnings, if any, for use in the operation of the
Company's business. In addition, under the terms of the Credit Facility, the
Company is restricted from paying dividends to its shareholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources."
9
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company (i) as of
April 3, 1998, (ii) on a pro forma basis giving effect to the Legacy
Acquisition and the Conversion, and (iii) pro forma as adjusted to give effect
to the sale by the Company of 2,850,000 shares of Common Stock in the Offering
and the application of the estimated net proceeds therefrom. See "Use of
Proceeds." This table is qualified in its entirety by, and should be read in
conjunction with, the Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus.
<TABLE>
<CAPTION>
AS OF APRIL 3, 1998
-------------------------------------
PRO FORMA
ACTUAL PRO FORMA(3) AS ADJUSTED(4)
-------- ------------ --------------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-term liabilities.................... $ 9,720 $ 9,729 $ 2,229
-------- ------- -------
Convertible preferred stock, $.001 par
value, 3,650,000 authorized, 1,790,026
issued and outstanding (actual); none
authorized, issued or outstanding (pro
forma and as adjusted).................. 11,140 -- --
-------- ------- -------
Shareholders' equity
Preferred stock, $.001 par value,
1,250,000 authorized, none issued and
outstanding (actual, pro forma and as
adjusted)............................. -- -- --
Common stock, $.001 par value,
125,000,000 authorized (actual, pro
forma and as adjusted); 23,200,041
(actual), 30,629,311 (pro forma) and
33,479,311 (as adjusted) issued and
outstanding, respectively (1)......... 23 31 33
Additional paid-in capital............. 55,780 70,142 103,696
Unearned compensation--restricted stock
(2)................................... (1,614) (1,614) (1,614)
Accumulated deficit.................... (51,544) (51,544) (51,544)
-------- ------- -------
Total shareholders' equity........... 2,645 17,015 50,571
-------- ------- -------
Total capitalization............... $ 23,505 $26,744 $52,800
======== ======= =======
</TABLE>
- --------
(1) Excludes (i) 1,367,169 shares of Common Stock issuable upon exercise of
options outstanding as of April 3, 1998, none of which were then
exercisable, (ii) 37,500 shares of Common Stock issuable upon exercise of
a warrant outstanding and exercisable as of April 3, 1998, and (iii)
9,382,831 additional shares of Common Stock reserved for future issuance
under the Company's 1998 Stock Option and Incentive Plan (the "Stock
Option Plan") and its 1998 Employee Stock Purchase Plan (together with the
Stock Option Plan, the "Stock Plans"). See "Management--Stock Option Plan"
and "Shares Eligible for Future Sale."
(2) Reflects unearned compensation expense, incurred as a result of restricted
stock issued to employees of acquired companies. See Note 9 of Notes to
Consolidated Financial Statements.
(3) Gives effect to the Legacy Acquisition and the Conversion.
(4) As adjusted reflects the Offering.
10
<PAGE>
DILUTION
The Company's pro forma net tangible deficiency at April 3, 1998 was ($4.3)
million, or $(.14) per share. Pro forma net tangible deficiency per share
represents the Company's pro forma net tangible deficiency (net tangible
assets less total liabilities) divided by the number of shares of Common Stock
outstanding, including shares subject to vesting criteria and giving effect to
the Legacy Acquisition and the Conversion. Without taking into account any
other changes in the pro forma net tangible book value after April 3, 1998,
other than to give effect to the sale of 2,850,000 shares of Common Stock in
the Offering by the Company, after deducting underwriting discounts and
commissions and estimated Offering expenses payable by the Company, the pro
forma net tangible book value of the Company, as adjusted, as of April 3, 1998
would have been $29.3 million, or $.87 per share. This represents an immediate
increase in pro forma net tangible book value of $1.01 per share to existing
shareholders and an immediate dilution in pro forma net tangible book value of
$12.13 per share to purchasers of Common Stock in the Offering. The following
table illustrates this dilution:
<TABLE>
<S> <C> <C>
Initial public offering price per share........................... $13.00
------
Pro forma net tangible deficiency book value per share at April
3, 1997........................................................ (.14)
Increase in pro forma net tangible book value per share
resulting from the Offering.................................... 1.01
------
Pro forma as adjusted net tangible book value per share after the
Offering......................................................... 0.87
------
Pro forma as adjusted dilution per share to new investors......... $12.13
======
</TABLE>
If the Underwriters' over-allotment option is exercised in full, the
increase in pro forma net tangible book value per share resulting from the
Offering, pro forma as adjusted net tangible book value per share after the
Offering and pro forma as adjusted dilution per share to new investors would
be $1.17, $1.03 and $11.97, respectively.
The following table summarizes, as of April 3, 1998 after giving effect to
the Legacy Acquisition, the Conversion and the Offering, the differences
between the number of shares of Common Stock purchased in the Offering, the
total consideration paid to the Company and the average price per share paid
by the existing shareholders and by the new investors (before deduction of
underwriting discounts and commissions and estimated Offering expenses):
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
--------------------- ---------------------- PRICE
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
---------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders... 30,360,145 90.7% $22,175,851 37.4% $ .73
Legacy Acquisition...... 269,166 0.8% -- -- --
New investors........... 2,850,000 8.5% 37,050,000 62.6% $13.00
---------- ----- ----------- -----
Total................. 33,479,311 100.0% $59,225,851 100.0%
========== ===== =========== =====
</TABLE>
The foregoing table assumes no exercise of the Underwriters' over-allotment
option and no exercise of stock options to purchase 1,367,169 shares of Common
Stock at an average exercise price of $4.06 per share, the warrant to purchase
up to 37,500 shares of Common Stock at $6.00 per share outstanding as of April
3, 1998 or options to be issued to new employees between April 3, 1998 and the
time of the Offering. To the extent the warrant or any of these options are
exercised, there will be further dilution to new investors. See "Risk
Factors--Shares Eligible for Future Sale; Registration Rights Agreements."
11
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND PRO FORMA DATA
The following selected consolidated financial data for the period from April
23, 1997 (inception) to January 2, 1998 (the "Inception Period") and as of
January 2, 1998 are derived from the Company's Consolidated Financial
Statements and related notes thereto, which have been audited by Coopers &
Lybrand L.L.P., independent accountants and which appear elsewhere in this
Prospectus. The following selected consolidated financial data for the quarter
ended and as of April 3, 1998 are derived from unaudited financial information
contained in the Company's Consolidated Financial Statements and related notes
thereto which appear elsewhere in this Prospectus. The following selected pro
forma financial data are derived from the Company's Unaudited Pro Forma
Consolidated Financial Information appearing elsewhere in this Prospectus. The
Pro Forma Consolidated Statement of Operations Data for the Inception Period
give effect to the 1997 Acquisitions, the Legacy Acquisition and the
Conversion as if they had been completed on April 23, 1997, the Pro Forma
Consolidated Statement of Operations Data for the quarter ended April 3, 1998
give effect to the Legacy Acquisition and the Conversion as if they had been
completed on April 23, 1997 and the Pro Forma Balance Sheet as of April 3,
1998 gives effect to the Legacy Acquisition and the Conversion as if they had
been completed on such date. As adjusted information gives effect to the
completion of the Offering and the application of the estimated net proceeds
therefrom.
The selected consolidated financial data should be read in conjunction with
the Company's Consolidated Financial Statements and related notes thereto and
with "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and the pro forma financial data should be read in conjunction
with the Unaudited Pro Forma Consolidated Financial Information of the Company
and the related notes thereto. Management believes the assumptions used in the
Unaudited Pro Forma Consolidated Financial Information provide a reasonable
basis on which to present the pro forma financial data. The pro forma
financial data are provided for informational purposes only and should not be
construed to be indicative of the Company's financial position or results of
operations had the transactions and events described in the notes thereto been
consummated on the dates assumed and are not intended to project the Company's
financial condition or results of operations on any future date or for any
future period.
<TABLE>
<CAPTION>
APRIL 23, 1997 (INCEPTION) QUARTER
TO JANUARY 2, 1998 ENDED APRIL 3, 1998
----------------------------------------------------------
PRO FORMA PRO FORMA
ACTUAL AS ADJUSTED(1) ACTUAL AS ADJUSTED(2)
------------- --------------------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT
OF OPERATIONS DATA:
Net revenues........... $ 14,848 $ 34,014 $ 18,532 $ 19,864
Costs and expenses:
Project personnel and
expenses............ 13,333 22,688 11,194 11,893
Selling, general and
administrative...... 8,085 16,858 5,654 6,429
Compensation related
to vesting of
restricted shares... -- -- 40,843 40,843
Settlement costs..... 1,903 1,903 -- --
In-process research
and development
technology.......... 4,000 4,000 -- --
------------- ------------- ---------- ----------
Total costs and
operating
expenses.......... 27,321 45,449 57,691 59,165
------------- ------------- ---------- ----------
Loss from
operations.......... (12,473) (11,435) (39,159) (39,301)
Other income (expense):
Interest income...... 498 520 28 26
Interest expense..... (115) -- (322) --
Income tax benefit... -- 6 -- --
------------- ------------- ---------- ----------
Net loss............... $ (12,090) $ (10,909) $ (39,453) $ (39,275)
============= ============= ========== ==========
Net loss per common
share--basic and
diluted............... $ (1.91) $ (.70) $ (3.86) $ (2.13)
============= ============= ========== ==========
Weighted average common
shares outstanding.... 6,342,319 15,675,379 10,226,330 18,455,701
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
AS OF
JANUARY 2,
1998 AS OF APRIL 3, 1998
---------- -----------------------------------
PRO FORMA
ACTUAL ACTUAL PRO FORMA(3) AS ADJUSTED(4)
---------- ------- ------------ --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
CONSOLIDATED BALANCE
SHEET DATA:
Working capital......... $ 8,180 $ 4,250 $ 1,504 $27,560
Total assets............ 28,650 37,841 44,638 64,174
Total long-term
liabilities............ 12,200 9,720 9,729 2,229
Convertible preferred
stock.................. 10,040 11,140 -- --
Total shareholders'
equity................. 846 2,645 17,015 50,571
</TABLE>
- --------
(1) Gives effect to (i) the 1997 Acquisitions, (ii) the Legacy Acquisition,
(iii) the Conversion and (iv) the sale of 2,850,000 shares of Common Stock
in the Offering by the Company and the application of the estimated net
proceeds therefrom which results in a reduction in interest expense of
approximately $712,000. See "Use of Proceeds," "Management's Discussion
and Analysis of Financial Condition and Results of Operations--The
Acquisitions" and "Unaudited Pro Forma Consolidated Financial
Information."
(2) Gives effect to (i) the Legacy Acquisition, (ii) the Conversion and (iii)
the sale of 2,850,000 shares of Common Stock in the Offering by the
Company and the application of the net proceeds therefrom which results in
a reduction in interest expense of approximately $381,000. See "Use of
Proceeds", "Management's Discussion and Analysis of Financial Condition
and Results of Operations--The Acquisitions--The Legacy Acquisition" and
"Unaudited Pro Forma Consolidated Financial Information."
(3) Gives effect to (i) the Legacy Acquisition and (ii) the Conversion. See
"Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--The Acquisitions--The Legacy
Acquisition" and "Unaudited Pro Forma Consolidated Financial Information."
(4) Gives effect to (i) the Legacy Acquisition, (ii) the Conversion, and (iii)
the sale of 2,850,000 shares of Common Stock in the Offering by the
Company and the application of the net proceeds therefrom as set forth
under "Use of Proceeds." See "Use of Proceeds," "Management's Discussion
and Analysis of Financial Condition and Results of Operations--The
Acquisitions--The Legacy Acquisition and "Unaudited Pro Forma Consolidated
Financial Information."
13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
AnswerThink is a rapidly growing provider of knowledge-based consulting and
IT services to Fortune 1000 companies and other sophisticated buyers. The
Company began operations on April 23, 1997. The Company's primary activities
during its initial stages consisted of recruiting consultants and developing
and building a service delivery model and the underlying information systems
to support the future growth of the business. Concurrent with this effort, the
Company embarked on an aggressive acquisition strategy that resulted in three
significant acquisitions during 1997 (the "1997 Acquisitions") and the
acquisition of Legacy in May 1998 (the "Legacy Acquisition"). The Company's
operations during the Inception Period resulted in a loss of $12.1 million
which was attributable to the developmental nature of the business during the
start-up phase and to a $4.0 million charge for in-process research and
development technology recognized in connection with AnswerThink's acquisition
of the Hackett Group.
The Company recognizes revenues on contracts as work is performed,
principally on a time and materials basis. For projects billed on a time and
materials basis, the Company recognizes revenue based on the number of hours
worked by consultants at an agreed-upon rate per hour. The Company believes
the financial risk under these types of arrangements is mitigated by the fact
that clients retain the financial risk associated with implementing projects.
The Company also undertakes certain projects, usually short-term, on a capped-
fee basis for which revenues are recognized on a percentage of completion
method based on project hours worked. The Company anticipates that the
majority of its work will continue to be performed on a time and materials
basis. See "Risk Factors--Project Risks; Fixed Price Contracts."
The Company's revenue growth is directly tied to its ability to attract and
retain new consultants to service its increasing client base. The most
significant expense for the Company is the project personnel and related costs
associated with its consultants. The market for skilled consultants is highly
competitive and is characterized by very high demand with a relatively small
pool of qualified personnel. The ability of the Company to manage consultant
utilization, contain payroll costs and control employee turnover costs in
light of these market forces will have a significant impact on its
profitability. To help address these concerns, the Company grants restricted
shares of Common Stock or stock options to all employees including those of
acquired companies which generally vest over four to six years.
The Company recognized non-cash compensation expense of $40.8 million in the
quarter ended April 3, 1998 resulting from the accelerated vesting of
3,320,000 restricted shares of Common Stock that had been issued to certain
members of the Company's management in connection with the formation of the
Company. These charges were non-cash in nature and do not negatively impact
shareholders' equity. The Company believes that such issuances were critical
to its ability to attract and retain qualified personnel during the Company's
crucial start-up phase.
THE ACQUISITIONS
The 1997 Acquisitions
All acquisitions completed by the Company have been accounted for under the
purchase method of accounting. Accordingly, the historical Consolidated
Financial Statements of the Company include the operating results of the
acquired businesses from the date of each respective acquisition.
14
<PAGE>
On August 1, 1997, the Company acquired Relational Technologies, Inc.
("RTI"), a Georgia-based information technology consulting and Oracle software
implementation company. RTI focuses on the implementation of Oracle
manufacturing, financial and human resources applications. Through the
acquisition of RTI, the Company became an Oracle Business Alliance Member,
which enables the Company to market Oracle applications products to its
customers. RTI was acquired for 1,220,700 restricted shares of Common Stock
issued to RTI's shareholders.
On October 13, 1997, the Company completed its acquisition of the Hackett
Group, an Ohio-based consulting firm specializing in benchmarking and process
transformation. The Hackett Group, through its proprietary "best-practice"
database focuses on the efficiency of such organizational functions as
finance, human resources, IT services and supply chain management. The Company
acquired all of the Hackett Group's outstanding shares from its sole
stockholder, Gregory P. Hackett. The original purchase price was paid in the
form of $6.5 million in cash, a $5.1 million promissory note, and 444,000
restricted shares of Common Stock. The note and the restricted shares were
subject to certain earn-out provisions. On March 12, 1998, Mr. Hackett and the
Company amended the terms of the acquisition to waive the earn-out provisions.
On November 12, 1997, the Company acquired all the outstanding shares of
Delphi Partners, Inc., ("Delphi"), a New Jersey-based PeopleSoft application
solutions and information technology consulting company. Delphi focuses on the
implementation of PeopleSoft financial, human resources and manufacturing
applications. Through the acquisition of Delphi, the Company became a
PeopleSoft Implementation Partner. The total acquisition consideration paid
consisted of $7.4 million in cash and 560,000 restricted shares of Common
Stock issued to Delphi shareholders. The sellers of Delphi will also receive
up to $2.5 million to be paid by April 30, 1999 upon the achievement of
certain pre-tax profit targets related to the performance of Delphi during
1998.
The Legacy Acquisition
On May 20, 1998, the Company acquired all of the outstanding shares of
Legacy, a Massachusetts-based provider of decision support and data warehouse
solutions to Fortune 1000 companies. The total consideration consisted of $2.6
million in promissory notes and 269,166 shares of Common Stock. The promissory
notes will be payable over a 12-month period commencing October 1, 1998 or, if
earlier, 20 days after the Company completes a public offering of shares of
its Common Stock. The stockholders of Legacy will also receive up to $1.3
million in additional consideration, half of which will be in the form of cash
and half of which will be in shares of Common Stock, upon the achievement of
certain revenue and pre-tax profit targets related to the performance of
Legacy during the 12-month period ending April 30, 1999.
15
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the Company's
results of operations and the percentage relationship to net revenues of such
results. This information for quarterly periods has been prepared on the same
basis as the Consolidated Financial Statements and, in the opinion of the
Company's management, reflects all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the information
for the periods presented.
<TABLE>
<CAPTION>
APRIL 23, 1997 APRIL 23, 1997 QUARTER ENDED
(INCEPTION) (INCEPTION) ---------------------------------------------------
TO JANUARY 2, TO JUNE 30, SEPTEMBER 30, JANUARY 2, APRIL 3,
1998 1997 1997 1998 1998
--------------- ----------------- --------------- -------------- ----------------
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenues............ $ 14,848 100.0 % $ 62 100.0% $ 2,698 100.0 % $12,088 100.0 % $ 18,532 100.0 %
Costs and expenses:
Project personnel and
expenses.............. 13,333 89.8 1,616 nm 3,730 138.3 7,987 66.1 11,194 60.4
Selling, general and
administrative........ 8,085 54.5 1,290 nm 2,932 108.7 3,863 32.0 5,654 30.5
Compensation related to
vesting of restricted
shares................ -- -- -- -- -- -- -- -- 40,843 220.4
Settlement costs....... 1,903 12.8 1,756 nm 125 4.6 22 0.1 -- --
In-process research and
development
technology............ 4,000 26.9 -- -- -- -- 4,000 33.1 -- --
-------- ----- -------- ------ ------- ------ ------- ----- -------- ------
Total costs and
operating expenses.... 27,321 184.0 4,662 nm 6,787 251.6 15,872 131.3 57,691 311.3
-------- ----- -------- ------ ------- ------ ------- ----- -------- ------
Loss from operations... (12,473) (84.0) (4,600) nm (4,089) (151.6) (3,784) (31.3) (39,159) (211.3)
Other income (expense):
Interest income
(expense), net........ 383 2.6 252 406.5 194 7.2 (63) (0.5) (294) (1.6)
-------- ----- -------- ------ ------- ------ ------- ----- -------- ------
Net loss................ $(12,090) (81.4)% $ (4,348) nm $(3,895) (144.4)% $(3,847) (31.8)% $(39,453) (212.9)%
======== ===== ======== ====== ======= ====== ======= ===== ======== ======
</TABLE>
Quarter Ended April 3, 1998 Compared to Quarter Ended January 2, 1998
In light of the Company's incorporation on April 23, 1997 and the absence of
operations in the first quarter of the prior year, management has decided to
present a comparison of results for the first quarter of 1998 versus the
fourth quarter of 1997 because it believes that such a comparison is the most
meaningful presentation to the reader and helps address the continuation of
trends established during the prior fiscal year.
Net Revenues. Net revenues for the first quarter of 1998 increased by $6.4
million or 53.3% over the prior quarter as the Company continued to increase
the number of clients served to 117 from 109 at the end of the prior quarter.
The comparison of revenues to the prior quarter is positively impacted by the
timing of the Delphi acquisition, which was completed during the second month
of the prior quarter. The comparison is also slightly positively impacted by
seasonality since the first quarter of 1998 had only one observed holiday as
compared to three holidays in the prior quarter.
Project Personnel and Expenses. Project personnel and expenses for the first
quarter of 1998 increased by $3.2 million or 40.2% over the prior quarter. The
increase in project personnel and expenses over the prior quarter was caused
in part by the timing of the Delphi acquisition mentioned above. Project
personnel and expenses as a percentage of net revenues decreased by 5.7% from
66.1% to 60.4% primarily as a result of more effective deployment of
consultants onto billable projects during the first quarter of 1998. During
the first quarter of 1998, the number of consultants employed by the Company
increased by 68 to 343 from 275 at the end of the prior quarter.
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<PAGE>
Selling, General and Administrative. Selling, general and administrative
expenses for the first quarter of 1998 increased by $1.8 million or 46.4% over
the prior quarter, but decreased as a percentage of revenues by 1.5% from
32.0% to 30.5%. The increase in selling, general and administrative expenses
is primarily attributable to a continued increase in the number of functional
support personnel employed, which increased by 13 from the end of the prior
quarter. The primary increases were made in the recruiting, human resources,
and service delivery areas.
Compensation Related to Vesting of Restricted Shares. The Company recorded a
charge in the first quarter of 1998 of approximately $40.8 million relating to
the vesting of restricted shares held by five of the Company's senior
managers, one director and two managing directors of business units that were
subject to certain performance vesting criteria. The vesting of these shares
was accelerated into the first quarter of 1998 based on the Company's results
to date and the expectation of completion of the Offering during the second
quarter of 1998. There are no additional restricted shares outstanding that
are subject to performance criteria for vesting.
Settlement Costs. The Company did not incur any additional settlement costs
during the first quarter of 1998.
In-process Research and Development Technology. The Company did not incur
any costs relating to in-process and research and development technology
during the first quarter of 1998.
Interest Income (Expense), Net. Interest expense for the first quarter of
1998 increased by $231,000 or 367% over the prior quarter as a result of the
debt incurred in connection with the 1997 Acquisitions.
Inception Period (April 23, 1997 to January 2, 1998)
Net Revenues. Net revenues for the Inception Period were $14.8 million. The
Company achieved month-to-month net revenue increases by increasing the number
of services delivered to new clients, as well as leveraging the Company's
existing client base by undertaking additional projects for these clients. The
number of active clients served increased from one at June 30, 1997, to 27 at
September 30, 1997 and to 109 at January 2, 1998. Net revenues increased
during the quarter ended September 30, 1997 primarily as a result of the
acquisition of RTI. The net revenues increase during the quarter ended January
2, 1998 resulted from the acquisitions of the Hackett Group and Delphi, as
well as an increase in the total number of clients served.
Project Personnel and Expenses. During its start-up phase, the Company
invested a significant amount of project resources to develop its service
delivery model and the related management information systems in order to
position the Company for future growth. Project personnel and expenses
amounted to $13.3 million, or 89.8% of net revenues, for the Inception Period.
The Company increased the number of project personnel through recruiting
efforts and the 1997 Acquisitions. The Company had 46 consultants at June 30,
1997, 142 at September 30, 1997 and 275 at January 2, 1998. Project personnel
and expenses as a percent of net revenues decreased over each quarterly period
and was 66.1% for the quarter ended January 2, 1998. The decrease in project
personnel and expenses as a percentage of net revenues resulted primarily from
higher utilization as the personnel of the acquired entities were already
deployed to existing clients.
Selling, General and Administrative. Selling, general and administrative
expenses for the Inception Period totaled $8.1 million, or 54.5% of net
revenues. Functional support personnel increased from 16 at June 30, 1997, to
37 at September 30, 1997 and to 63 at January 2, 1998. This increase and
resulting personnel costs were incurred to create an infrastructure that could
support a rapidly growing organization with the ability to integrate strategic
acquisitions. The primary expenditures were made in the sales and marketing
and recruiting and service delivery systems functions. Selling, general and
administrative expenses as a percent of net revenues decreased significantly
over each quarterly period and were 32.0% for the quarter ended January 2,
1998. The decrease in selling, general and administrative expenses as a
percentage of net revenues resulted primarily from the lower level of selling,
general and administrative costs incurred by the acquired companies.
17
<PAGE>
Settlement Costs. Settlement costs totaled $1.9 million, or 12.8% of net
revenues, for the Inception Period. Settlement costs consisted primarily of
(i) payments to certain key executives and certain other management employees
of the Company relating to the obligations assumed by the Company for
compensation earned during the period from December 1, 1996 to the date of the
Company's inception (the "Dispute Period") by such employees, and (ii) legal
fees incurred in connection with the ensuing litigation. See "Business--Legal
Proceedings." The substantial majority of these costs were incurred during the
first quarter of the Company's operations before the matter was settled.
In-process Research and Development Technology. The in-process research and
development technology charge of $4.0 million resulted from the acquisition of
the Hackett Group. At the date of acquisition, there were four benchmark
applications that had not met technological feasibility requirements and did
not have any alternative future use and therefore the value of such
applications was charged to operations. This charge was recorded during the
quarter ended January 2, 1998 and is considered a non-recurring item.
Interest Income (Expense), Net. Net interest income amounted to $383,000, or
2.6% of net revenues, for the Inception Period. The majority of the interest
income was earned in the first six months of the Company's operations as the
initial capitalization of the Company was placed in short-term investments.
The invested cash and borrowed funds were used to complete the Hackett Group
and Delphi acquisitions mentioned previously, thereby causing the Company to
be a net borrower of funds for the quarter ended January 2, 1998.
AVAILABILITY OF NET OPERATING LOSSES
The Company generated a tax loss of approximately $8.0 million during the
Inception Period. Current accounting standards require that future tax
benefits, such as net operating losses, be recognized to the extent that
realization of such benefits is more likely than not. In light of the loss
experienced during the Inception Period, a valuation allowance has been
established for the entire amount of the net operating loss carryforward.
LIQUIDITY AND CAPITAL RESOURCES
The Company was formed in April 1997 with $20.4 million of capital raised
through the issuance of Series A Convertible Preferred Stock ("Series A
Convertible Preferred") to the Initial Investors, as defined. The Company
issued additional shares of Series A Convertible Preferred in July 1997 to
certain executives for $600,000. In February 1998, the Company issued
additional shares of Series A Convertible Preferred to certain of the Initial
Investors and their affiliates for aggregate consideration of $600,000. In
March 1998, the Company issued shares of Series B Convertible Preferred Stock
("Series B Convertible Preferred") for aggregate consideration of $500,000 to
an affiliate of BankBoston. Concurrent with the Offering, each outstanding
share of convertible preferred stock will be converted into four shares of
Common Stock. See "Description of Capital Stock" and "Shares Eligible for
Future Sale."
In connection with the acquisition of the Hackett Group, the Company issued
a $5.1 million promissory note to the sole stockholder of the Hackett Group,
subject to certain earn-out provisions. This note is payable in three separate
installments. The first installment obligation is $3.75 million, bears
interest at a rate of 12% per annum and was originally due March 31, 1998. The
second installment obligation of $497,000 is due March 31, 1999, and the third
installment obligation of $896,000 is due March 31, 2000. The obligations for
the second and third installment payments bear interest at a rate of 8% per
annum. In connection with the amendment to the terms of the Hackett Group
acquisition on March 12, 1998, Mr. Hackett agreed to extend the due date on
the $3.75 million installment from March 31, 1998 to the earlier of the
completion of the Offering or January 15, 1999, and the Company agreed to
waive the earn-out provisions. In connection with the Legacy Acquisition, the
Company issued 269,166 shares of Common Stock and $2.6 million in promissory
notes to the former stockholders of Legacy. The Company intends to repay the
$3.75 million installment obligation to the Hackett Group's former stockholder
and the $2.6 million in notes issued to Legacy's former stockholders with a
portion of the proceeds of the Offering. See "Use of Proceeds."
On November 7, 1997, the Company entered into an agreement with BankBoston,
for a $10.0 million revolving credit facility for acquisitions, which amount
could be increased to $20.0 million if certain future earnings and performance
criteria are satisfied. The Credit Facility is secured by substantially all of
the Company's assets and contains certain restrictive covenants. Amounts
outstanding under the Credit Facility will
18
<PAGE>
be repaid with a portion of the proceeds of the Offering. At April 3, 1998,
the Company had an outstanding balance of $7.5 million at a weighted average
annual interest rate of 8.5% under the Credit Facility.
As part of the 1997 Acquisitions, the Company utilized approximately $12.7
million of cash, net of cash acquired, to complete the purchases of the
Hackett Group and Delphi stock in October and November 1997, respectively.
Additionally, the Company invested approximately $2.1 million in computer
hardware and software and telecommunications equipment to develop its
infrastructure in support of future growth plans. During the Inception Period
and first quarter of 1998, net cash used by the Company in operating
activities amounted to approximately $11.2 million and $33,000, respectively,
principally to cover operating losses and to fund working capital. At April 3,
1998, the Company had cash and cash equivalents of approximately $3.9 million.
The Company believes that the proceeds from the Offering and funds that are
available or that will become available under the Credit Facility or that may
be generated from operations will be sufficient to finance the Company's
currently anticipated capital requirements on a short-term and on a long-term
(greater than 12 month) basis. There can be no assurance, however, that the
Company's actual needs will not exceed anticipated levels or that the Company
will generate sufficient revenues or have sufficient funds available under the
Credit Facility to fund its operations in the absence of other sources. There
also can be no assurance that any additional required financing will be
available through additional bank borrowings, debt or equity offerings or
otherwise, or that if such financing is available, that it will be available
on terms favorable to the Company.
YEAR 2000 ISSUE
Many existing computer programs were designed and developed without
considering the impact of the upcoming change in the century and consequently
use only two digits to identify a year in the date field. If not corrected,
many computer applications could fail or create erroneous results by or at the
Year 2000 (the "Year 2000 Issue"). All of the Company's systems have been
recently implemented and are Year 2000 compliant. The Company believes the
Year 2000 Issue will not have a material adverse impact on the Company's
financial condition or results of operation.
19
<PAGE>
BUSINESS
AnswerThink is a rapidly growing provider of knowledge-based consulting and
IT services to Fortune 1000 companies and other sophisticated buyers. The
Company addresses its clients' strategic business needs by offering a wide
range of integrated services or solutions, including benchmarking, process
transformation, software package implementation, electronic commerce, decision
support technology, technology architecture and integration and Year 2000
solutions. These solutions target a client's specific business functions
(finance and administration, human resources, IT, sales and customer support,
and supply chain management) and allow a business to reach beyond the
enterprise and link the people, processes and technologies of the extended
organization or "Interprise." AnswerThink markets its services to senior
executives in organizations where business transformation and technology-
enabled change can have a significant competitive impact.
AnswerThink leverages its knowledge base to propose solutions to its
clients' most critical and complex business problems. The Company delivers its
services through multidisciplinary project teams that include professionals
with both IT and business expertise. The Company's knowledge-based approach to
consulting combines the knowledge and experience of its consultants with
"best-practice" process solutions and a benchmarking database developed by the
Hackett Group. The Company believes its highly focused service delivery model
provides its customers with a lower risk of delivery and a faster time to
benefit as compared to the linear, "methodology based" processes employed by
many other IT consulting firms.
The Company was formed in April 1997 by several former leaders of the IT
consulting practice of a "Big Six" accounting firm. From the outset, the
Company made operational investments to develop a comprehensive market
strategy, build a business infrastructure and create sophisticated management
information and service delivery systems capable of supporting a large-scale
consulting and IT services business. Since its formation, AnswerThink has
acquired several consulting and IT services businesses, each of which brought
to the Company complementary skills and customer relationships. In addition,
the Company has grown internally by recruiting approximately 200 consultants.
As of April 3, 1998, the Company employed 343 consultants. The Company
supports its national solution delivery organization through a network of 10
offices located in Atlanta, Boston, Chicago, Cleveland, Dallas, Iselin (NJ),
Miami, New York, Philadelphia and Silicon Valley. The Company has served a
broad range of clients, including Avon Products, Bell Atlantic, Florida Power
& Light, International Paper and Lucent Technologies.
INDUSTRY OVERVIEW
In today's climate of intense global competition and accelerating
technological change, companies are increasingly turning to technology-enabled
solutions to improve their productivity and competitive positioning. In this
environment, IT is viewed not as an isolated back office function but rather
as a critical component of organizational strategy. IT deployment decisions
are increasingly made on an enterprise-wide level by senior executives.
The migration of technology from the back office to desktops throughout the
enterprise has created a wide range of business opportunities. Data that was
once collected nightly or weekly and used to analyze events retrospectively
can now be deployed to manage an entire enterprise in real time. Custom-
developed software that once produced reports that allowed managers to analyze
what had happened is being replaced by enterprise-wide packaged software
applications capable of linking manufacturing, sales, distribution and finance
functions and helping decision-makers shape what will happen. This enterprise-
wide software is being deployed in geographically dispersed, complicated
technology environments. The multitude of different protocols, operating
systems, devices and architectures makes deployment of technology solutions a
difficult challenge. Companies must also continually keep pace with new
developments, which often render existing equipment and internal skills
obsolete. At the same time, external economic factors have forced
organizations to focus on core
20
<PAGE>
competencies and trim workforces. Accordingly, these organizations often lack
the quantity or variety of IT skills necessary to design and implement
comprehensive IT solutions.
The shortage of skilled IT professionals and the complexity of IT solutions
have pushed senior executives to increasingly rely on outside specialists to
help them execute IT strategies and, as a result, demand for consulting
services is expected to continue to grow rapidly. According to industry
sources, the worldwide market for IT consulting and system integration
services was estimated at $53.7 billion in 1996 with a projected market of
$96.3 billion for 2001, a 12.4% growth rate. In addition, the domestic IT
consulting and system integration service market is projected to grow from
$26.0 billion in 1996 to $48.3 billion in 2001, a 13.2% growth rate.
Although the market for IT services is robust, the Company believes that
many buyers are investing heavily in IT solutions that are not yielding the
desired benefits or that are not being implemented on time. Generally,
companies who turn to IT consultants to help implement these investments
choose between "tactical" solution providers and larger organizations such as
the "Big Six" accounting firms that offer more comprehensive services. The
Company believes that tactical solution providers which focus on limited
functionality requirements (such as application development and staff
augmentation) often do not address broader strategic business and IT goals
that are critical to the customer and the success of the IT solutions
implemented. At the same time, the Company believes that larger IT consulting
firms, with their complex or fragmented organizational models, high turnover
rates and use of linear "methodology-based" processes (which propose solutions
only after extensive studies of a particular client's business problems),
often fail to deliver the right IT solutions on time and on budget. In
AnswerThink's view, companies today require strategic service providers that
have a comprehensive understanding of the relevant business issues, the
ability to design and implement integrated solutions that can help them meet
their strategic business goals as they evolve and the skills and tools
necessary to deliver solutions in a timely and cost-effective manner.
THE ANSWERTHINK SOLUTION
AnswerThink does more than just study problems. It identifies and answers
the questions at the outset of an engagement which allow it to propose and
implement solutions on time and on budget. By using its knowledge-based
delivery process and employing experienced, multidisciplinary consulting
teams, the Company is able to reduce both the risk of delivery and time of
implementation of its projects. The Company believes this approach appeals to
senior executives seeking solutions to complex business and IT problems.
Key elements of AnswerThink's strategic IT services delivery approach are:
. Senior Leadership and Delivery Expertise. AnswerThink's leadership team
has extensive experience in providing IT consulting and system
integration services. AnswerThink's executive officers and senior
managers have, on average, 15 years of experience in consulting and in
the delivery of IT services. The Company's practice area leaders have
built strong reputations in their areas of expertise. The Company has
leveraged this experience to build an organizational model, market
strategy and knowledge-based service delivery process enabling the
Company to deliver highly-focused, results-oriented, comprehensive IT
solutions for sophisticated buyers of technology-enabled solutions.
. Interprise Focus. The Company believes that success in today's business
environment requires excellence in communication and collaboration, not
just within the corporate enterprise, but across the network of
customers, suppliers, strategic partners and others which together form
the extended enterprise--what the Company refers to as the "Interprise"
business model. AnswerThink provides IT solutions to help its clients
succeed in this Interprise environment, which demands the assimilation
and integration of data from both internal and external sources.
. Multidisciplinary Solution Teams. IT service providers must understand
underlying business issues so they can better design, implement and
integrate effective IT solutions. AnswerThink provides solutions in the
areas of process transformation and benchmarking, software package
implementation and advanced technologies integration. AnswerThink
delivers these solutions through multidisciplinary teams of professionals
with experience in these areas that deliver solutions for each of the
specific business
21
<PAGE>
functions in an organization. These teams target finance, administration
and human resources ("CFO | solutionsSM"), information technology
("CIO | solutionsSM"), sales and customer support
("Customer | solutionsSM"), and supply chain management ("Interprise
Supply Chain | solutionsSM"). By assembling multidisciplinary teams of
professionals for an engagement, the Company believes it can provide
superior technology-enabled solutions to its clients.
. Knowledge-based Delivery. AnswerThink, primarily through its Hackett
Group, has developed and continuously refines a proprietary database of
"best-practice" organizational solutions and benchmarks from more than
1,100 companies. This database enables AnswerThink to identify for its
clients areas of strength and weakness in their organizations relative to
their peers. Relevant aspects of this accumulated knowledge can be
incorporated quickly into the Company's analysis for new engagements,
allowing AnswerThink to provide proven and effective solutions. In
addition, AnswerThink's internal information systems and corporate
culture enable it to capture knowledge from previous consulting
engagements and share it throughout the organization to allow AnswerThink
to identify and solve the problems of other clients in future
engagements. The Company has developed MindShareSM, a proprietary
intranet knowledge management system that will capture, index and
disseminate the combined knowledge and experiences of its consultants.
GROWTH STRATEGY
The Company's goal is to become a leading global provider of knowledge-based
consulting and IT services. AnswerThink's strategy to achieve this goal
includes the following elements:
. Maintain a Culture Designed for Rapid Growth. The Company believes that
its dynamic, entrepreneurial culture is particularly attractive to
consultants seeking new, non-traditional work environments. The Company
recognizes that to be a leading global consulting and IT services
organization, it must continue to recruit and, more importantly, retain
qualified and experienced professionals with the consulting and IT skills
currently in high demand. Many AnswerThink consultants were previously
employed at traditional consulting and IT services firms. The Company
recruits and retains consultants by offering attractive base and
incentive compensation packages that include equity ownership
opportunities. All AnswerThink employees currently have an equity
interest in the Company.
. Develop and Expand Client Relationships. AnswerThink has developed a
direct, high-level sales organization that encourages its sales
professionals to pursue, establish and maintain close relationships with
senior management of Fortune 1000 companies. Since inception, AnswerThink
has provided consulting and other IT services to Fortune 1000 companies
including engagements for limited types of services for a single division
or business unit. With its growing service offerings, experienced
management and the structure of its sales organization, the Company
believes that it has a significant advantage in cross-selling additional
services and solutions to its client base. A number of clients have
expanded their relationship with AnswerThink both in terms of revenue and
types of services purchased. In addition, the Company intends to target
new clients by (i) continuing to leverage and expand the Company's direct
sales force, (ii) increasing the hiring of consultants with existing
client relationships and (iii) pursuing referrals from existing clients
and third-party organizations including hardware partners, software
partners and industry research organizations.
. Leverage and Expand Scalable Infrastructure. AnswerThink's senior
management team has extensive experience managing a large-scale IT
services organization. Since inception, the Company has invested in the
development of service delivery processes and the underlying systems to
build the foundation for a global consulting and IT services company. In
addition, AnswerThink has invested significant resources to capture and
retain critical information by developing its knowledge management
system, MindShareSM, which will enhance collaboration and communication
among its employees. The Company intends to leverage and expand its
infrastructure to increase the number of its consulting professionals,
geographic coverage, client base and scope of engagements.
. Expand Service Offerings. At its inception, the Company defined a
framework of services and capabilities that it would need to become a
leading global consulting and IT services company.
22
<PAGE>
AnswerThink has systematically added service capabilities both internally
and through acquisitions in several business lines, such as the addition
of Oracle and PeopleSoft packaged software implementation services and the
Company's development of a supply chain management implementation business
unit. The Company intends to continue to add service offerings through
acquisitions and additional hiring. In addition, the Company plans to
continually evaluate "best-of-breed" technologies in order to provide
high-impact IT solutions to keep pace with changes in technology.
. Pursue Strategic Acquisitions and Partnerships. The Company has completed
and intends to continue to pursue strategic acquisitions that will
provide additional well-trained, high-quality professionals, new service
offerings, additional industry expertise, a broader client base and an
expanded geographic presence. Since inception, the Company has
successfully made four significant acquisitions. In addition, the Company
currently has strategic relationships with a number of business partners,
including Oracle, PeopleSoft, International Business Machines Corporation
("IBM") and Netscape Corporation ("Netscape"), among others. The Company
intends to expand and develop its relationships with business partners
serving the IT market to benefit from joint marketing opportunities and
shared technical and industry knowledge.
THE ACQUISITIONS
The 1997 Acquisitions
. Relational Technologies, Inc. The Company acquired RTI in August 1997. As
a result of the RTI acquisition, the Company provides Oracle application
services to its clients for Oracle Financials, Oracle HR, Oracle
Distribution and Oracle Manufacturing. The Company is also able to
provide technical services such as systems selection, installation and
maintenance, communications management and network consolidations of
Oracle products.
. The Hackett Group, Inc. The Company acquired the Hackett Group in October
1997. The Hackett Group is a nationally recognized benchmarking and best-
practices firm focused on creating a proprietary database which
catalogues the efficiency and effectiveness of knowledge-worker
functions, such as finance, human resources, information technology and
supply chain management. The Hackett Group has gathered data from more
than 1,100 companies, including more than 40% of the Fortune 100. The
Hackett Group's benchmark participants share cost, productivity and
practices information on specific organizational functions. This data is
collected into a database that allows the Hackett Group to compare its
clients' performance to other companies' performance on specific criteria
and to identify the most effective management strategies for change.
. Delphi Partners, Inc. The Company acquired Delphi in November 1997. As a
result of this acquisition, the Company is a PeopleSoft Implementation
Partner and provides clients implementing PeopleSoft client/server
financial, human resources and manufacturing applications with a broad
range of services, including implementation management consulting,
application design and development, customized end user training and
documentation, process redesign and automated workflow and technology
integration and support.
The Legacy Acquisition
. Legacy Technology, Inc. The Company acquired Legacy in May 1998. Legacy
implements sophisticated data warehousing and decision support solutions
for Fortune 1000 clients. Legacy provides product selection, systems
architecture, database design and development services to support all
phases of the project life cycle. Legacy assists customers in developing
customer information warehouses, category management and marketing
support systems, sales force solutions to promote technology enabled
selling, as well as budgeting, costing and demand planning systems.
SERVICES
The Company offers its services or solutions in three principal areas: (i)
"best-practice" benchmarking and business process transformation, (ii) "best-
of-breed" packaged software implementation and (iii) advanced technologies
integration. The Company delivers those services and solutions to its clients
through the Company's
23
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CFO | solutionsSM, CIO | solutionsSM, Customer | solutionsSM and Interprise
Supply Chain | solutionsSM multidisciplinary teams. The Company's current
consulting capabilities are summarized below.
Benchmarking and Business Process Transformation. In the area of
benchmarking and business process transformation, the Company works with
clients to compare their performance to other companies, identify key business
issues and develop and implement new processes to transform their
organizations.
. Benchmarking | solutionsSM. The Company, through the Hackett Group, works
with large national and multinational corporations in evaluating their
staff functions (such as finance, human resources, IT and supply chain
management), and has compiled databases on a large number of companies in
a wide variety of industries. Using these databases, the Company collects
information from its clients, identifies benchmarks by which its clients
can evaluate their performance on specific criteria relative to other
companies and identifies the most effective strategies for specific
functions in a given industry. Each benchmark is composed of the
following three elements: (i) a quantitative analysis of costs,
productivity, service, quality and effectiveness; (ii) an understanding
of world-class best-practices; and (iii) opportunities to learn from
best-practices companies. Stringent process definitions and controls
enable comparisons to be made between companies with different attributes
and across industries. Clients can receive a detailed, confidential
evaluation of their performance measured against other benchmarks on the
basis of business focus (e.g., manufacturing, service or distribution),
size, organizational structure and geography. Since benchmark studies
often lead to clients implementing revised IT strategies, the Company
believes that it is well positioned to cross-sell its services.
. Transformation | solutionsSM. The Company works with its clients to
conceive, design and manage processes, organizations and systems
necessary to implement technology-enabled business solutions. There are
four key components to the Company's transformation solutions:
Performance Assessment. The Company helps clients gain a systematic
and objective understanding of the relative strengths and weaknesses of
key aspects of their businesses, identify market trends and best-
practices, and highlight those areas that offer the greatest
opportunity for improvement. The Company works with clients to define
and apply appropriate measures, and compare their performance to
appropriate benchmarks.
Business Redesign. The Company aids clients in defining an end-state
vision of what their businesses require to achieve their primary
performance objectives. Once that vision is established, AnswerThink
helps clients identify and select the best strategies for achieving
their objectives. AnswerThink's process redesigns generally affect all
of a company's key processes, organizations, management practices,
people and technology, taking full advantage of enabling technologies
and reflecting both recognized best-practices and emerging trends.
Migration Planning. The Company's work in the area of migration
planning is focused on (i) deploying systems and infrastructure
hardware and software as planned, (ii) initiating systems management
and other delivery processes and (iii) initiating performance
measurement and other management processes. The Company's migration
planning services help clients to structure the process into a series
of change initiatives and develop alternative scenarios for the staging
and sequencing of those initiatives. The comparison and refinement of
these scenarios on the basis of costs, benefits and risks leads to
agreement on a master plan which details projects, schedules,
responsibilities, funding and expected business results.
Program Management. The Company establishes a single point of
coordination for all initiatives contributing to the transformation
process, including process redesign, organizational change, system
implementation and infrastructure enhancement. AnswerThink applies
proven project management disciplines, tools, techniques and systems to
the management of complex transformation programs.
Packaged Software Implementation. In the area of packaged software
implementation, the Company works with its clients to identify and integrate
"best-of-breed" solutions such as:
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. Oracle | solutions. AnswerThink is a Business Alliance Member with
Oracle, one of the world's leading suppliers of software for information
management. Oracle's enterprise automation products include applications
modules for financial management, supply chain management, manufacturing,
project systems, human resources, and sales force automation. The Company
serves as a sole source provider for procuring Oracle's packaged
software, complementary hardware, and AnswerThink's related consulting
and IT services. The Company's Oracle-based solutions support the full
life cycle implementation of Oracle and involve project-planning,
definition and management, configuration and implementation.
. PeopleSoft | solutions. The Company is a PeopleSoft Implementation
Partner. PeopleSoft offers a complete suite of enterprise software
applications that automate business processes including finance,
materials management, manufacturing, distribution, supply chain planning,
accounting and human resources. PeopleSoft's offerings also include a
rapid application development and reporting environment and customization
toolset. The Company's PeopleSoft-based solutions support the full life
cycle implementation of PeopleSoft and involve project-planning,
definition and management, configuration and implementation.
. Other Applications. The Company also provides comprehensive consulting
and IT services supporting the full life cycle implementation, including
project planning, definition and management, and application
configuration and implementation, for such software applications as Baan
(Aurum), Manugistics, i2 Technologies, Siebel, Point, Clarify and Scopus.
Advanced Technologies Integration. The Company helps clients to achieve
meaningful improvement in all aspects of their IT strategies by providing the
following services:
. Knowledge | solutionsSM. The Company provides consulting, design and
implementation services focused on enhancing intellectual capital and
knowledge resources across its clients' expanded enterprises. The
Company's knowledge solutions emphasize decision support, data
warehousing and knowledge management strategy and process design, content
storage and navigation concepts, and related enabling technologies
including groupware, collaborative tools and advanced knowledge-sharing
environments.
. Electronic Commerce | solutionsSM. The Company designs and develops
internet, intranet and extranet solutions, with an emphasis on business-
to-business digital commerce, messaging architectures, intranet enabled
data warehouses, web-based transaction facilities and internet and
extranet security.
. Systems | solutionsSM. The Company evaluates, designs and implements
complex enterprise-wide networks, large scale client/server technology,
systems and network integration solutions focused on systems management
and performance.
. Millennium | solutionsSM. The Company designs and implements solutions to
address the millennium challenge, focusing on applications assessment,
Year 2000 testing and remediation strategy and active integration
management.
25
<PAGE>
As illustrated on the following chart, the Company's solutions are marketed
across targeted business functions and are delivered through multidisciplinary
solution teams that focus on different aspects of an organization's business
and IT needs.
<TABLE>
<CAPTION>
INTERPRISE SUPPLY
CFO | SOLUTIONS(SM) CIO | SOLUTIONS(SM) CUSTOMER | SOLUTIONS(SM) CHAIN | SOLUTIONS(SM)
-------------------- --------------------- ------------------------- ------------------------
<S> <C> <C> <C> <C>
BENCHMARKING AND BUSINESS
PROCESS TRANSFORMATION
Benchmarking | solutions(SM).. Finance/ Information Sales, Marketing and Supply-Chain
Administration Management Customer Service Management, Inventory,
Accounting/ Process Manufacturing
HR Process
Transformation | solutions(SM) Process Redesign, Architecture, Process Redesign, Process Redesign,
Migration Planning Network Migration Planning Migration Planning
Applications and
IT Strategy
PACKAGED SOFTWARE
IMPLEMENTATION
Oracle | solutions............ Financials IT Support Sales and Manufacturing
PeopleSoft | solutions........ and of Distribution and
Other Applications............ HR Modules Packages Modules Purchasing
ADVANCED TECHNOLOGIES
INTEGRATION
Knowledge | solutions(SM)..... EIS and Enterprise Marketing and Product Demand
Decision Support Knowledge Merchandising Systems and
Management, and Decision Support Forecasting
Enterprise Data
Warehousing
Electronic Web-enhanced Mail/Messaging, Sales Force Automation, Purchasing EDI
Commerce | solutions(SM)..... Finance and HR Intranets/Extranets Web Marketing, and
Process Interactive Kiosk Web-enabled transactions
Systems | solutions(SM)....... __________________________________ Systems Acquisition ___________________________________
Hardware Acquisition
Systems Development
Network Integration
Millennium | solutions(SM).... _________________________________ Year 2000 Integration ___________________________________
Application Assessment
Renovation Strategy
Program Office
Test Planning and Execution
</TABLE>
CLIENTS AND REPRESENTATIVE SOLUTIONS
AnswerThink's clients consist primarily of Fortune 1000 companies and other
sophisticated buyers of IT consulting services. During 1997, AnswerThink's ten
most significant clients accounted for approximately 38%, and two clients
accounted for approximately 13%, of net revenues. Net revenues from the
Company's ten largest clients in 1997 ranged from $400,000 to $1.1 million.
AnswerThink has served a broad range of clients, including the following:
Avon Products, Inc. International Paper Company
Bell Atlantic Corporation IVAX Corporation
Bestfoods Knight Ridder, Inc.
EXAR Corporation Lucent Technologies, Inc.
Flexible Products Company Norrell Corporation
Florida Power & Light Company Republic Industries, Inc.
General Motors Corporation Starbucks Corporation
Hayes Corporation Waste Management, Inc.
26
<PAGE>
Three recent examples of the Company's significant engagements include the
following:
Services Company. A services company retained AnswerThink to assess and
define the risks associated with enhancing and upgrading current processes and
IT systems in light of the company's strategy to develop additional service
offerings.
After completion of the initial assessment, an expanded AnswerThink project
team was engaged to develop a full strategy and architecture for the client's
core PeopleSoft applications. It was critical that the client develop an IT
infrastructure capable of supporting the client's planned migration to an
expanded business strategy while preserving the functionality of the legacy
platforms and systems used to manage its current service offerings. Working
closely with the client, the team of professionals from Oracle | solutions,
PeopleSoft | solutions, CFO | solutionsSM, Millennium | solutionsSM,
Electronic Commerce | solutionsSM and Systems | solutionsSM identified the
highest impact business areas, including branch office customer operations,
payroll and pricing systems. Subsequently, this multidisciplinary team
assisted in the design of a new set of processes and a new technology
infrastructure to support these processes.
AnswerThink's assessment helped the client view the business, technology
risks and opportunities in a new light and AnswerThink advised the client on
the architecture design, integration and execution of its new strategy and
architecture. The design of the new integrated IT system provided the client
with a comprehensive IT solution which the Company believes will result in a
more flexible, reliable and robust system as well as service enhancements.
Global Consumer Products Company. The Hackett Group was engaged by a global
consumer products company to reengineer core finance processes worldwide and
to identify opportunities for cost savings. The Hackett Group, through its
benchmarking process, discovered that the client's accounting and finance
organizations were performing less efficiently than those of comparable
companies.
Processes examined by the Hackett Group in this engagement included accounts
payable, general accounting, cost and inventory accounting, forecasting and
reporting. In determining appropriate strategies for improving these
processes, the Hackett Group sought input from a wide array of the client's
employees in ten countries in which the client operates. To address the
client's weaknesses, the Hackett Group formulated a plan to improve the
client's accounting and finance organization and implement technology-enabled
solutions.
The services initially provided by the Hackett Group included assessing the
client's processes, determining appropriate objectives, outlining an
implementation plan, presenting alternative solutions to the client and
building consensus for change. Once these actions were taken, the Hackett
Group focused on securing required resources, initiating a series of "quick
win" programs, selecting software and determining appropriate controls and
detailing specific recommendations for implementing its solutions. Examples of
specific recommendations that were implemented include the installation of a
purchasing card system, establishing electronic funds and intrabank transfer
procedures, and the creation of a North American shared services center. The
client has advised the Hackett Group that it expects that all of these actions
will result in significant cost savings.
High Tech Company. A high tech company decided to expand its product
offerings and service capabilities to better respond to customer market
demands. The client was experiencing problems with an ongoing enterprise
systems implementation project undertaken to achieve these goals and
AnswerThink was engaged to address the problems identified.
Working closely with the client, a team of AnswerThink professionals from
CFO | solutionsSM, CIO | solutionsSM, Oracle | solutions,
Systems | solutionsSM and Interprise Supply Chain | solutionsSM performed an
analysis of the client's financial, manufacturing, operations, logistics,
sales and marketing functions. AnswerThink identified several weaknesses in
the client's current systems as well as opportunities for improvement in the
current implementation, and concluded that the client's existing applications
suite could not adequately support the client's current and future business
demands. AnswerThink's engagement was
27
<PAGE>
restructured and expanded to span the enterprise. AnswerThink completed a
requirements analysis for integrated enterprise applications, created a
technical architecture for the enterprise and proposed a solution based on a
new suite of Oracle applications to restructure the client's financial and
administrative processes. AnswerThink is also assisting the client in
restructuring its logistics and supply chain processes through another set of
Oracle applications.
AnswerThink's solution is intended to significantly shorten cycle times for
the manufacturing and distribution of the client's products and to improve the
client's invoice, billing and collection process. Implementation of the
applications is underway. The client has advised the Company that it expects
these new systems to enable it to more effectively manage its entire
enterprise by improving manufacturing and billing efficiency and by reducing
transaction and administrative costs.
SALES AND MARKETING
AnswerThink has developed a national sales force that markets the Company's
consulting and IT services in major metropolitan areas. The Company's sales
organization is supported by its prospect database, which includes companies
and decision makers in targeted geographic markets. The extensive relationship
base and reputation of the Company's senior management team is also a
meaningful source of new business for AnswerThink.
AnswerThink sales executives establish contact with targeted prospects to
create awareness and preference for the Company. Thereafter, senior level
managers are assigned to accounts as client executives to establish and
maintain long-term relationships. Client executives are key sources of service
advice and overall coordinators of AnswerThink's multiple service offerings to
clients.
AnswerThink also markets and provides its services directly through its
solution teams and national office network. The Company's marketing strategy
includes contributing articles to industry publications, expert source
placements, speeches, analyst meetings and conferences, the creation of
collateral marketing materials and the Company's Internet site
(http://www.answerthink.com). This strategy is designed to strengthen the
AnswerThink brand name and generate new clients. The program can be expanded
and modified to take advantage of market-by-market or service-by-service
opportunities as new services or markets are pursued.
MANAGEMENT INFORMATION SYSTEMS
The Company is currently implementing various aspects of its national
service delivery infrastructure. The primary elements include a fully
integrated financial and project management system and a proprietary network
that is the foundation for AnswerThink's knowledge management system,
MindShareSM. The Company believes that MindShareSM will significantly enhance
the way clients are served by allowing the Company's knowledge-base to be
shared by all of its consultants. MindShareSM is projected to be implemented
nationally by mid-1998.
The financial and project management systems the Company has developed are
expected to provide AnswerThink with a fully integrated time and expense
reporting system which will serve as the backbone for the Company's engagement
management and related client billings, and drives the primary transaction
information to the Company's financial reporting systems. The Company has also
invested in the development of a comprehensive service delivery model which
tracks how clients are handled from initial contact, to risk management
assessments, to the delivery of the solution and the corresponding knowledge
capture.
HUMAN RESOURCES
A cornerstone of the Company's strategy is to promote the loyalty and
continuity of its consultants by offering packages of base and incentive
compensation that it believes are significantly more attractive than those
generally offered in the consulting industry. An important element of
AnswerThink's compensation program will be Company-wide participation in the
Stock Option Plan. See "Management--Stock Option Plan."
28
<PAGE>
The Company's success depends in large part upon its ability to attract,
develop, motivate and retain highly skilled professionals. Qualified
professionals are in great demand and are likely to remain a limited resource
for the foreseeable future. In connection with its hiring efforts, the Company
has appointed a senior executive to lead AnswerThink's national recruiting
team, which is further supported by executive search firms and AnswerThink's
internal associate referral program.
AnswerThink dedicates significant resources to recruiting consultants with
both technology consulting and business experience. Many consultants are
selected from among the largest and most successful IT services, consulting,
accounting and other professional services organizations. As of April 3, 1998,
the Company had 419 employees, 343 of whom were consultants. The Company is
also committed to training and developing its professionals. The Company's
present training strategy is solution or competency specific and in many cases
is done in conjunction with the Company's "best-of-breed" technologies
alliance strategy.
None of the Company's employees is subject to a collective bargaining
arrangement. AnswerThink has entered into nondisclosure and nonsolicitation
agreements with virtually all of its personnel. Although all consultants are
currently Company employees, the Company does engage consultants as
independent contractors from time to time.
STRATEGIC ALLIANCES
The Company owns the program concept and intellectual property assets of the
c.eraSM program, an industry-wide collaboration of companies aimed at
providing a more efficient and comprehensive solution to the Year 2000 Issue
and other enterprise mass change challenges by offering clients technology
solutions, process support technologies and skilled deployment services
through a single point of contact. Participants in the c.eraSM program include
Peritus, Inc., Software Emancipation, Inc., INTO 2000, Inc., MatriDigm
Corporation and Viasoft, Inc.
AnswerThink also seeks strategic relationships with business partners to
share technical and industry knowledge and pursue joint marketing
opportunities. The Company has established business partner relationships with
Oracle, PeopleSoft, IBM and Netscape, among others. 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 the technologies demanded by
AnswerThink's clients. 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.
These alliances do not require the Company to use technology developed by
the business partners in implementing IT solutions for clients. Nonetheless,
the Company may be retained by a client based in part upon one or more of the
Company's business partner relationships. Although the Company is not
obligated to resell products offered by the business partners, in the event it
does so, it is sometimes entitled to purchase discounts on products purchased
for resale.
COMPETITION
The market for consulting and IT services includes a large number of
competitors and is subject to rapid change. Primary competitors include
participants from a variety of market segments, including "Big Six" accounting
firms, systems consulting and implementation firms, application software
firms, service groups of computer equipment companies, systems integration
companies, general management consulting firms and programming companies. Many
competitors have significantly greater financial, technical and marketing
resources and name recognition than the Company. 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. See "Risk Factors--Competition."
29
<PAGE>
The Company believes that the most significant competitive factors it faces
are perceived value, breadth of services offered and price. The Company
believes that its multidisciplinary, knowledge-based approach, broad and
expanding framework of services and distinctive corporate culture allow it to
compete favorably by delivering strategic IT solutions that meet clients'
needs in an efficient manner. Other important competitive factors that the
Company believes are relevant to its business include technical expertise,
knowledge and experience in the industry, quality of service and
responsiveness to client needs and speed in delivering IT solutions.
INTELLECTUAL PROPERTY RIGHTS
AnswerThink'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. See "Risk Factors--Intellectual
Property Rights."
The Company is in the process of registering the trademarks "ANSWERTHINK"
and "ANSWERTHINK CONSULTING GROUP" with the U.S. Patent and Trademark Office.
The Company intends to make such other state and federal filings as the
Company deems necessary and appropriate to protect its intellectual property
rights.
PROPERTY
AnswerThink's principal executive offices currently are located at 1401
Brickell Avenue, Suite 350, Miami, Florida 33131. The Company has entered into
a lease for space at 1001 Brickell Bay Drive, Suite 3000, Miami, Florida
33131, and the Company intends to move into these offices in the second
quarter of 1998. The Company's lease on these premises covers 10,800 square
feet and expires March 31, 2003. The Company also leases facilities in
Atlanta, Boston, Chicago, Cleveland, Dallas, Iselin (NJ), Miami, New York,
Philadelphia and Silicon Valley. AnswerThink anticipates that additional space
will be required as its business expands and believes that it will be able to
obtain suitable space as needed.
LEGAL PROCEEDINGS
Certain of the Company's key executives and other management employees
resigned from a "Big Six" accounting firm during the first quarter of 1997.
The accounting firm initiated litigation in connection with such resignations
and the formation of the Company arising out of activities alleged to have
constituted a breach of non-competition and non-solicitation obligations. This
litigation was settled, and the Company, its key executives, certain other
management employees and certain of its shareholders are subject to certain
provisions contained in the Settlement Agreement among such persons and the
accounting firm. The Settlement Agreement prohibits the Company from
soliciting or hiring the accounting firm's employees and soliciting or
servicing certain of its clients, and prohibits the accounting firm from
soliciting the Company's employees, for a two-year period commencing December
31, 1996. Subsequent to the execution of the Settlement Agreement, the
accounting firm asserted through legal proceedings that the Company and its
executives and employees had conducted activities prohibited by the Settlement
Agreement. The Company vigorously denied such assertions, and the accounting
firm's claims in these respects were rejected by the court with jurisdiction
over the Settlement Agreement. The Company and its executives and management
believe that they can operate and grow the Company despite the limitations
imposed by the Settlement Agreement. The Company, its key executives and
management employees intend to continue to abide by the terms of the
Settlement Agreement. See "Risk Factors--Litigation and Settlement."
The Company is involved in legal proceedings, claims and litigation arising
in the ordinary course of business. In the opinion of management, the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.
30
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information as of May 1, 1998 concerning the
directors and executive officers of the Company. The Company's board of
directors is divided into three classes serving staggered three-year terms.
<TABLE>
<CAPTION>
TERM AS
DIRECTOR
NAME AGE POSITION AND OFFICES HELD EXPIRES
---- --- ------------------------- --------
<S> <C> <C> <C>
Ted A. Fernandez........ 41 President, Chief Executive Officer and 2001
Chairman
Fernando Montero........ 52 Director 2001
Bruce V. Rauner......... 42 Director 2001
Allan R. Frank.......... 42 Executive Vice President, Chief Technology 2000
Officer and Director
William C. Kessinger.... 32 Director 2000
Edmund R. Miller........ 42 Director 1999
Ulysses S. Knotts, III.. 42 Executive Vice President, Sales and 1999
Marketing and Director
John F. Brennan......... 40 Executive Vice President, Acquisitions and
Strategic Planning and Secretary
Luis E. San Miguel...... 38 Executive Vice President, Finance and Chief
Financial Officer
</TABLE>
Ted A. Fernandez is a founder of the Company and has served as Chief
Executive Officer, President and Chairman of its Board of Directors since
inception. Mr. Fernandez served as the National Managing Partner of KPMG Peat
Marwick LLP's ("KPMG's") Strategic Services Consulting, the firm's
transformation and IT consulting group, from May 1994 to January 1997. Mr.
Fernandez also served as a member of KPMG's Management Committee from May 1995
to January 1997. From 1979 to 1993, Mr. Fernandez held several industry,
executive and client service positions with KPMG.
Fernando Montero was elected to the Board of Directors in April 1998. Mr.
Montero is President of Mentor Capital Corporation, which he founded in
January 1998. Mr. Montero has also served as a partner of the Latin America
Enterprise Fund since June 1995. From June 1987 through December 1997, Mr
Montero was President of Hanseatic Corporation, a private investment firm. Mr.
Montero served as Minister in the Ministry of Energy and Mines of the Republic
of Peru, from August 1982 through December 1983, and as Deputy Minister from
August 1980 through April 1982. From 1969 to 1978, Mr. Montero held a variety
of positions with Kuhn Loeb & Co., the International Finance Corporation,
Inversiones Abancay and Deltec International Group.
Bruce V. Rauner has served as a member of the Company's Board of Directors
since its inception. Mr. Rauner serves as managing principal of GTCR Golder
Rauner, LLC ("GTCR LLC"), which together with its predecessors manages
approximately $2 billion in six private equity funds. Mr. Rauner is also a
director of a number of other companies, including Province Healthcare
Company, Metamore Worldwide, Inc., Polymer Group, Inc., the Coinmach
Corporation and Lason, Inc.
Allan R. Frank is a founder of the Company and has served as Executive Vice
President and Chief Technology Officer and as a member of its Board of
Directors since inception. Prior to founding the Company, from May 1994 to
January 1997 Mr. Frank served as the Chief Technology Officer for KPMG and as
the Partner in Charge of Enabling Technologies with KPMG's Strategic Services
Consulting. Mr. Frank also served on KPMG's Board of Directors from September
1994 to January 1997. Prior to 1994, Mr. Frank held several executive and
client service responsibilities with KPMG.
31
<PAGE>
William C. Kessinger has served as a member of the Board of Directors since
inception. Mr. Kessinger joined GTCR LLC's predecessor entity in May 1995 and
became a Principal in September 1997. Mr. Kessinger was a Principal with The
Parthenon Group from July 1994 to May 1995. From August 1992 to June 1994, Mr.
Kessinger attended Harvard Business School and received his MBA. Prior to that
time, Mr. Kessinger served as an Associate with Prudential Asset Management
Asia from August 1988 to June 1992. Mr. Kessinger is also a director of
Excaliber, Inc., Global Imaging Systems, Inc., National Equipment Services,
Inc., Users, Inc. and National Computer Print, Inc.
Edmund R. Miller is a founder of the Company and has served as a member of
the Board of Directors since inception. He is President of Miller Capital
Management, Inc. ("Miller Capital"), which he founded in June 1996. From 1984
through May 1996, Mr. Miller was employed by Goldman, Sachs & Co., serving
since 1988 as a Vice President in Private Client Services in the Miami office.
Prior to joining Goldman, Sachs & Co., Mr. Miller spent four years as an
International Tax Accountant at Price Waterhouse LLP in New York.
Ulysses S. Knotts, III is a founder of the Company and has served as
Executive Vice President, Sales & Marketing of the Company and as a member of
its Board of Directors since inception. Prior to founding the Company, Mr.
Knotts served as the Partner-in-Charge of Sales and Marketing and Enterprise
Integration Services from 1995 to January 1997 and as the Partner-in-Charge of
Enterprise Package Solutions from 1994 to 1995 with KPMG's Strategic Services
Consulting. Prior to joining KPMG, Mr. Knotts was employed by IBM from 1980 to
1993 where he held various executive positions in the consulting and sales and
marketing areas.
John F. Brennan has served as Executive Vice President, Acquisitions and
Strategic Planning, and as Secretary, since August 1997. Mr. Brennan was
employed by Ryder System, Inc. ("Ryder"), as Vice President and Treasurer from
June 1996 through August 1997. From January 1994 to June 1996, Mr. Brennan
served as Assistant Controller of Operations Accounting for Ryder. Mr. Brennan
held a variety of accounting and finance positions with Ryder from 1986
through 1994. Prior to joining Ryder, Mr. Brennan was a Manager with Arthur
Andersen & Co.
Luis E. San Miguel has served as Executive Vice President, Finance and Chief
Financial Officer of the Company since inception. From 1994 through April
1997, Mr. San Miguel served as the Chief Financial Officer of KPMG's Strategic
Services Consulting. Prior to joining KPMG, Mr. San Miguel spent three years
with Burger King Corporation in several positions, the last of which was
Director of Operations, Finance and Cash Management.
The Company's executive officers are appointed annually by, and serve at the
discretion of, the Board of Directors. Each executive officer is a full-time
employee of the Company. There are no family relationships between any of the
directors or executive officers of the Company.
The Board of Directors has appointed a committee consisting of Messrs.
Fernandez, Miller and Mr. Rauner or Mr. Kessinger (as chosen by GTCR) to
select, by unanimous vote, three independent directors following completion of
the Offering. Certain of the Company's shareholders, including Messrs.
Fernandez, Frank, Knotts, Miller and Montero and GTCR, currently are parties
to a shareholders agreement containing a number of provisions regarding
designations and elections for the Board of Directors. Messrs. Fernandez,
Frank, Knotts, Miller and Montero and GTCR have agreed that these provisions
will be suspended upon completion of the Offering. Such suspension will (i)
become permanent at such time as three independent directors are appointed to
the Board prior to January 1, 1999 or (ii) lapse if such directors are not
appointed by such date. See "Certain Transactions--Shareholders Agreement" and
"Risk Factors--Influence of Existing Shareholders."
COMMITTEES OF THE BOARD OF DIRECTORS
Following completion of the Offering, the Board of Directors will establish
a Compensation Committee consisting of Messrs. Fernandez, Miller and
Kessinger. The Compensation Committee will be responsible for determining
compensation for the Company's executive officers and administering the
Company's Stock Plans.
32
<PAGE>
Mr. Fernandez will not participate in the determination of his compensation.
Prior to April 1998, the Company had no separate compensation committee or
other board committee performing equivalent functions with respect to
determining compensation for the Company's executives, and those functions
were performed by the Company's Board of Directors which included Messrs.
Fernandez, Frank and Knotts. Following completion of the Offering, the Board
also will establish an Audit Committee comprised of Messrs. Kessinger, Miller
and Montero, which will be responsible for making recommendations concerning
the engagement of independent public accountants, reviewing the plans and
results of such engagement with the independent public accountants, reviewing
the independence of the independent public accountants, considering the range
of audit and non-audit fees and reviewing the adequacy of the Company's
internal accounting controls.
DIRECTOR COMPENSATION
Directors who are officers or employees of the Company or any subsidiary of
the Company will receive no additional compensation for serving on the Board
of Directors or any of its committees. Directors who are not executive
officers of the Company will receive upon initial election to the Board an
option to purchase 5,000 shares of Common Stock for a purchase price equal to
the market value of the underlying stock on the date of grant. Each option is
expected to have a term of ten years and to vest in three equal installments
beginning on the first anniversary of the date of grant, and all directors
will be reimbursed for travel expenses incurred in connection with attending
board and committee meetings. Directors are not entitled to additional fees
for serving on committees of the Board of Directors.
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to or earned by the
Company's Chief Executive Officer and all other executive officers of the
Company whose salary and bonus for services rendered in all capacities to the
Company exceeded $100,000 during the Inception Period (the period from April
23, 1997 (inception) to January 2, 1998) (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
COMPENSATION AWARDS
------------ ----------------
RESTRICTED STOCK ALL OTHER
NAME AND PRINCIPAL POSITION(S) SALARY AWARDS(1) COMPENSATION
- ------------------------------ ------------ ---------------- ------------
<S> <C> <C> <C>
Ted A. Fernandez................... $375,000 -- (2) $295,403(3)
President, Chief Executive Officer
and Chairman
Allan R. Frank .................... 375,000 -- (2) 307,185(3)
Executive Vice President and Chief
Technology Officer
Ulysses S. Knotts, III............. 375,000 -- (2) 216,185(3)
Executive Vice President, Sales
and Marketing
Luis E. San Miguel................. 132,708 -- (4) --
Executive Vice President, Finance
and Chief Financial Officer
</TABLE>
- --------
(1) In connection with the formation of the Company, each of Messrs.
Fernandez, Frank, Knotts and San Miguel purchased restricted shares of
Common Stock for nominal consideration deemed to be equal to the fair
market value of such shares. Accordingly there was no compensation deemed
to have occurred at the time of such purchase.
(2) As of January 2, 1998, each of Messrs. Fernandez, Frank and Knotts held
1,400,000 shares of restricted Common Stock. No dividends have been paid
and no dividends are currently expected to be paid on this restricted
Common Stock. Based on a valuation study performed by an independent
valuation firm, the
Company has determined that the restricted Common Stock held by each of
Messrs. Fernandez, Frank and Knotts had a value of $1,400,000 ($1.00 per
share) on January 2, 1998. Of the 1,400,000 shares of restricted
33
<PAGE>
Common Stock held by each of Messrs. Fernandez, Frank and Knotts, the
vesting of 600,000 held by each was accelerated pursuant to certain
agreements effective as of March 27, 1998, in the Company's first quarter
of 1998. See "Employment Agreements" and "Certain Transactions." The
remaining 800,000 shares held by each of Messrs. Fernandez, Frank and
Knotts, will vest according to the following schedule: 50% will vest on
April 23, 1999, 25% will vest on April 23, 2000 and 25% will vest on April
23, 2001.
(3) Represents cash payments made by the Company to each of Messrs. Fernandez,
Frank and Knotts relating to obligations assumed by the Company for
compensation earned during the Dispute Period (the period from December 1,
1996 to the date of the Company's inception). See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Results of
Operations--Settlement Costs."
(4) As of January 2, 1998, Mr. San Miguel held 160,000 shares of restricted
Common Stock. No dividends have been paid and no dividends are currently
expected to be paid on this restricted Common Stock. Based on a valuation
study performed by an independent valuation firm, the Company has
determined that the restricted Common Stock held by Mr. San Miguel had an
aggregate value of $160,000 on January 2, 1998.
The Common Stock held by Mr. San Miguel vests annually commencing on the
second anniversary of the purchase of the stock at rates of approximately
25%, 25%, 31%, 13% and 6%.
OPTION GRANTS
The following table summarizes the options to acquire Series A Convertible
Preferred granted to each of the Named Executive Officers during the Inception
Period:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM(4)
OPTIONS EMPLOYEES OR BASE EXPIRATION -------------------
NAME GRANTED(1) IN FISCAL YEAR(2) PRICE(3) DATE 5% 10%
- ---- ---------- ----------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ted A. Fernandez........ 25,000 7.1% $6.00 10/23/97 N/A N/A
Allan R. Frank.......... 25,000 7.1% $6.00 10/23/97 N/A N/A
Ulysses S. Knotts, III.. 25,000 7.1% $6.00 10/23/97 N/A N/A
Luis E. San Miguel...... -- N/A N/A N/A N/A N/A
</TABLE>
- --------
(1) On April 23, 1997, in connection with the formation of the Company, each
of Messrs. Fernandez, Frank and Knotts were granted six-month options to
purchase 25,000 shares of Series A Convertible Preferred.
(2) Represents the number of shares of Series A Convertible Preferred
underlying options granted to each of Messrs. Fernandez, Frank and Knotts
as a percentage of all options granted to employees to acquire shares of
Series A Convertible Preferred or shares of Common Stock assuming
conversion of all shares of Convertible Preferred Stock.
(3) The Board set the exercise price of $6.00 per share based on and equal to
the price per share of Series A Convertible Preferred being paid by
initial investors in the Company at the same time.
(4) All options were exercised or expired prior to the end of the fiscal year.
34
<PAGE>
YEAR-END OPTION TABLE
The following table sets forth certain information as of January 2, 1998
with respect to stock options owned by the Named Executive Officers as of such
date and for the Inception Period with respect to stock options exercised by
the Named Executive Officers during such period:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END AT FISCAL YEAR-END
-------------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(1) REALIZED(1) UNEXERCISABLE UNEXERCISABLE
---- --------------- ----------- -------------------- --------------------
<S> <C> <C> <C> <C>
Ted A. Fernandez........ 16,667.5 -- 0/0 $0/$0
Allan R. Frank.......... 16,666.5 -- 0/0 0/0
Ulysses S. Knotts, III.. 16,666.5 -- 0/0 0/0
Luis E. San Miguel...... -- -- 0/0 0/0
</TABLE>
- --------
(1) On April 23, 1997, in connection with the formation of the Company, each
of Messrs. Fernandez, Frank and Knotts were granted six-month options to
purchase 25,000 shares of Series A Convertible Preferred. The exercise
price for the options was $6.00 per share and was set by the Board of
Directors based on the price per share of Series A Convertible Preferred
being paid at the same time by initial investors in the Company. Messrs.
Fernandez, Frank and Knotts exercised a portion of these options to
purchase the indicated number of shares in July 1997. The Company does not
believe that the fair market value of the Series A Convertible Preferred
for which the options were exercised had appreciated from the fair market
value of the Series A Convertible Preferred at the date of issuance.
Accordingly, the Company determined that no value was realized in
connection with the exercise of these options.
EMPLOYMENT AGREEMENTS
Effective upon completion of the Offering, each of Messrs. Fernandez, Frank
and Knotts (collectively, the "Senior Executives") will enter into an
employment agreement with the Company (each, a "Senior Executive Agreement").
Each such Senior Executive Agreement will replace currently existing
employment agreements for the Senior Executives. Each of the Senior Executive
Agreements will be for a three-year term (with an automatic renewal for one
additional year on the first and each subsequent anniversary of a public
offering unless either party gives contrary notice) and provide for an annual
salary of $500,000 for the applicable Senior Executive, plus a bonus to be
determined and paid pursuant to a bonus plan to be adopted by the Board of
Directors for each fiscal year. In the event a Senior Executive is terminated
by the Company without "cause" (as defined), or the Senior Executive
terminates his employment with "good reason" (as defined), other than in the
case of a "change in control" (as discussed below), that Senior Executive will
be entitled to severance payments equaling that Senior Executive's annual
salary and benefits for a one-year period from the date of termination. The
Company will have the option to extend such severance payments for an
additional one-year period. In the event the terminated Senior Executive finds
new employment, the Company will be able to cease making or reduce the
severance payments and benefits. If a Senior Executive's employment is
terminated by the Company without cause or by the Senior Executive with good
reason, in either case in anticipation of, in connection with or within one
year after a "change in control" (as defined), his salary will be continued
for two years (without offset for earnings from other employment), his
benefits will be continued for two years (subject to cessation if the Senior
Executive is entitled to similar benefits from a new employer) and stock
options and shares of restricted stock then held by him will become fully
vested. Under the terms of the Senior Executive Agreements, each of the Senior
Executives will agree to preserve the confidentiality and the proprietary
nature of all information relating to the Company and its business. Each
Senior Executive also will agree to certain non-competition and non-
solicitation provisions.
35
<PAGE>
The Senior Management Agreements, as amended upon completion of the Offering
will contain provisions affecting 800,000 shares of Common Stock held by each
of the Senior Executives (the "Time Vesting Stock"), of which 50% will vest on
April 23, 1999, 25% will vest on April 23, 2000 and 25% will vest on April 23,
2001, provided that if a Senior Executive's employment with the Company is
terminated by the Company without cause prior to April 23, 2001, then all
shares of Time Vesting Stock which have vested up to that date plus one-half
of all unvested Time Vesting Stock held by such Senior Executive on such date
shall be vested as of the date of such termination.
Luis E. San Miguel will enter into an employment agreement with the Company
upon completion of the Offering which will replace his current employment
agreement with the Company. Mr. San Miguel's employment agreement will have a
three-year term (with an automatic renewal for one additional year on the
first and each subsequent anniversary of a public offering unless either party
gives contrary notice) and provide for an annual salary of $175,000, plus a
bonus pursuant to a bonus plan to be adopted by the Board of Directors for
each fiscal year. In the event Mr. San Miguel is terminated by the Company
without cause, or Mr. San Miguel terminates his employment with good reason,
Mr. San Miguel will be entitled to a severance payment at the rate of his
annual salary and benefits for a six-month period from the date of
termination, which may be extended at the option of the Company for an
additional six-month period. In the event Mr. San Miguel finds new employment
after termination, the Company may eliminate or reduce such severance payments
and benefits. In addition, the Company's employment agreement with Mr. San
Miguel will contain provisions regarding confidentiality, proprietary
information and work product, non-competition and non-solicitation. If Mr. San
Miguel's employment is terminated by the Company without cause or by Mr. San
Miguel with good reason, in either case in anticipation of, in connection with
or within one year after a "change of control" (as defined), his salary will
be continued for one year (without offset for earnings from other employment),
his benefits will be continued for one year (subject to cessation if Mr. San
Miguel is entitled to similar benefits from a new employer) and stock options
and shares of restricted stock then held by him will become fully vested. Mr.
San Miguel does not own any Senior Executive Restricted Stock.
STOCK OPTION PLAN
The Company's Stock Option Plan permits the Board of Directors, or a
committee of the Board of Directors, to grant (i) options that are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), to employees of the Company, as well as
non-qualifying options to employees and to any other individual whose
participation in the Stock Option Plan is determined to be in the best
interests of the Company, (ii) shares of Common Stock, subject to certain
restrictions (the "Restricted Common Stock"), to the Company's employees,
directors and other representatives and (iii) conditional rights to receive
Restricted Common Stock in the future ("Restricted Common Stock Units"). The
Stock Option Plan authorizes the issuance of up to 10,000,000 shares of Common
Stock pursuant to options or as Restricted Common Stock or Restricted Common
Stock Units, plus shares of Common Stock awarded under any prior stock option
plan of the Company that are forfeited or otherwise terminate without the
delivery of stock (subject to anti-dilution adjustments in the event of a
stock split, recapitalization or similar transaction), provided that no more
than 500,000 shares of Common Stock can be awarded as Restricted Common Stock.
During any calendar year, the maximum number of options that may be granted to
any one person is 3,000,000 and the maximum number of shares of Restricted
Common Stock and Restricted Common Stock Units that may be issued to any one
person is 3,000,000.
The Compensation Committee will administer grants of options, which will
include establishing the exercise price per share under each option and a
vesting schedule for any options to purchase shares of Common Stock. The
option exercise price per share for stock options granted under the Stock
Option Plan may not be less than 100% of the fair market value per share of
Common Stock on the date of grant of the option (or 110% of the fair market
value per share of Common Stock in the case of an incentive stock option
granted to an optionee beneficially owning more than 10% of the outstanding
Common Stock). The maximum option term is ten years (or five years in the case
of an incentive stock option granted to an optionee beneficially owning more
than 10% of the outstanding Common Stock). Options may be exercised at any
time after grant, except as otherwise
36
<PAGE>
provided in the particular option agreement. There is also a $100,000 limit on
the value of shares of Common Stock (determined at the time of grant) covered
by incentive stock options that become exercisable by an optionee in any year.
The Compensation Committee also will determine the number of shares, the
purchase price per share and a vesting schedule for any shares of Restricted
Common Stock or Restricted Common Stock Units that are to be issued under the
Stock Option Plan. In the event a holder of Restricted Common Stock or
Restricted Common Stock Units ceases to be employed by the Company for any
reason, the Stock Option Plan provides that any unvested Restricted Common
Stock or Restricted Common Stock Units held by such person will be forfeited
immediately to the Company.
The Board of Directors may amend or terminate the Stock Option Plan with
respect to shares of Common Stock as to which options have not been granted or
with respect to shares of Restricted Common Stock or Restricted Common Stock
Units which have not been granted.
37
<PAGE>
CERTAIN TRANSACTIONS
STOCK PURCHASE AGREEMENTS AND RELATED MATTERS
Purchase Agreements. The Company and the Initial Investors entered into a
stock purchase agreement, dated as of April 23, 1997 (the "Purchase
Agreement"), pursuant to which the Company sold 3,400,000 shares of Series A
Convertible Preferred to Golder, Thoma, Cressey, Rauner Fund V, L.P. ("GTCR
V"), MG Capital Partners II, L.P. ("MG"), Gator Associates, Ltd. ("Gator") and
Tara Ventures, Ltd. ("Tara" and, together with Gator, the "Miller Group")
(GTCR V, MG and the Miller Group are referred to collectively as the "Initial
Investors"), for total aggregate consideration of $20,400,000. In July 1997,
the Initial Investors converted 1,726,634 shares of Series A Convertible
Preferred into 1,726,634 shares of Common Stock and subsequently received an
additional 5,179,902 shares of Common Stock in respect of such shares in
connection with a four-for-one split of Common Stock by the Company on July
17, 1997. The remaining 1,673,366 shares of Series A Convertible Preferred
issued pursuant to the Purchase Agreement are convertible into 6,693,464
shares of Common Stock. On February 24, 1998, the Company sold an aggregate of
100,000 shares of Series A Convertible Preferred to certain of the Initial
Investors and their affiliates. GTCR V, GTCR Associates V ("GTCR Associates
V") and MG received an aggregate of 50,000 shares and Miller Capital received
an aggregate of 50,000 shares. These 100,000 shares of Class A Preferred were
sold for aggregate consideration of $600,000 and are convertible into 400,000
shares of Common Stock. GTCR is the general partner of GTCR V and a general
partner in GTCR Associates V, and Mr. Miller, a director of the Company, is
the president and sole stockholder of Miller Capital.
Mr. Miller was general partner of Gator and controlled Tara. Both Gator and
Tara have been dissolved, and investors in Gator and Tara received pro rata
shares of the Company's capital stock held by each respective entity upon such
dissolution. The investors in Gator and Tara included Mr. San Miguel, Mr.
Miller, individually, two entities controlled by Mr. Miller, six members of
Mr. Miller's immediate family, Mr. Montero, individually, three entities
affiliated with Mr. Montero, three members of Mr. Fernandez's immediate family
and four members of Mr. Frank's immediate family. Bruce Rauner and William C.
Kessinger, both directors of the Company, are employees of GTCR which is the
general partner of GTCR V. See "Management."
In connection with the Purchase Agreement, the Initial Investors, Messrs.
Fernandez, Frank, Knotts and Miller and the Company, became parties to a
Shareholders Agreement (the "Shareholders Agreement") and a Registration
Agreement (the "Investors and Executive Registration Agreement"), and the
Senior Executives, Mr. Miller and the Company became party to certain Senior
Management Agreements (the "Senior Management Agreements") and certain
restricted securities agreements all dated as of April 23, 1997.
Shareholders Agreement. Under the Shareholders Agreement, (i) GTCR has the
right to designate two members of the Board of Directors, (ii) the Miller
Group has the right to designate two members of the Board of Directors, (iii)
Messrs. Fernandez, Frank and Knotts have the right to designate three
directors, (iv) Mr. Miller and the directors designated by GTCR have the
right, with the consultation of the Senior Executives, to designate four
independent directors and (v) all parties at any time to the Shareholders
Agreement (who together will beneficially own approximately 53.9% of the
outstanding shares of Common Stock upon completion of the Offering, or
approximately 52.9% if the Underwriters' over-allotment option is exercised in
full) agree to vote their shares in favor of any person designated pursuant to
the foregoing provisions. Messrs. Fernandez, Frank, Knotts, Miller and Montero
and GTCR have agreed in a letter agreement dated as of March 15, 1998 that
these provisions will be suspended temporarily upon completion of the Offering
and permanently upon appointment of three additional independent directors by
the unanimous vote of a committee of the Board of Directors consisting of
Messrs. Fernandez, Miller and Mr. Rauner or Mr. Kessinger (as chosen by GTCR)
as long as such new directors are appointed prior to January 1, 1999. If such
appointments are not made prior to that date, these provisions will resume
full force and effect. See "Management--Directors and Executive Officers" and
"Risk Factors--Influence of Existing Shareholders."
Registration Rights Agreement. Under the terms of the Investors and
Executives Registration Agreement the Initial Investors, the Executives and
certain other shareholders of the Company will have the right to require the
Company to register their shares under the Securities Act. (Shares owned by
GTCR V and MG are referred
38
<PAGE>
to as the "GTCR Shares," and shares owned by the former shareholders of Gator
and Tara are referred to as the "Miller Group Shares.") If the Company
proposes to register its securities under the Securities Act, either for its
own account or the account of others, these shareholders are entitled to
notice of such registration and are entitled to include their shares in such
registration; provided, among other conditions, that the underwriters of any
offering have the right to limit the number of such shares included in such
registration, subject to certain conditions. In addition, the holders of a
majority of the GTCR Shares and of a majority of the Miller Group Shares may
also require the Company to file under the Securities Act: (i) after the
completion of a public offering of the Common Stock, an unlimited number of
registrations on Form S-2 or S-3 (provided that the Company is qualified to
use such forms) at the Company's expense; (ii) up to two registration
statements on Form S-1 at the Company's expense; and (iii) an unlimited number
of registration statements on Form S-1 at their own expense. Demand
registrations under the Investors and Executives Registration Agreement must
be on Form S-2 or S-3 if the Company qualifies to use either of such forms,
and the Company has agreed following completion of the Offering to make demand
registrations on Form S-3 available.
The existence and exercise of the foregoing registration rights may hinder
efforts by the Company to arrange future financing for the Company and may
have an adverse effect on the market price of the Common Stock. See "Risk
Factors--Shares Eligible for Future Sale; Registration Rights Agreements."
Other Agreements with Directors and Named Executive Officers. The Senior
Management Agreements provided for the sale of an aggregate of 1,050,000
shares of the Company's Common Stock (350,000 each) to Messrs. Fernandez,
Frank and Knotts for consideration of $7,000 each, and the sale to Mr. Miller
of 150,000 shares of the Company's Common Stock for consideration of $3,000.
Such shares were purchased by the Senior Executives and Mr. Miller on April
23, 1997. The Senior Executives and Mr. Miller subsequently received an
additional 3,600,000 shares of Common Stock in respect of such shares in
connection with the four-for-one split of Common Stock by the Company on July
17, 1997. The Senior Management Agreements and the Restricted Securities
Agreements provide the terms on which such shares vest and place certain
restrictions on such shares. Pursuant to agreements effective as of March 27,
1998, the Company and the Board of Directors, Messrs. Fernandez, Frank, Knotts
and Miller amended certain agreements to which they were parties resulting in
the exchange of 600,000, 600,000, 600,000 and 300,000 unvested shares of
restricted Common Stock, owned by Messrs. Fernandez, Frank, Knotts and Miller,
respectively, for equal numbers of vested shares of unrestricted Common Stock.
The respective Senior Management Agreements for each of Messrs. Fernandez,
Frank and Knotts provide for a salary at the rate of $500,000 per year, plus
bonuses. Mr. Miller's Senior Management Agreement does not provide for a
salary to be paid to Mr. Miller. The Senior Management Agreement with Mr.
Miller will be terminated prior to the Offering. The provisions relating to
employment, salary and bonuses in Senior Management Agreements with Messrs.
Fernandez, Frank and Knotts will be terminated and replaced by Senior
Executive Agreements upon completion of the Offering. See "Management--
Employment Agreements."
On July 22, 1997, Mr. San Miguel entered into an employment agreement and a
restricted securities agreement with the Company. Under these agreements, Mr.
San Miguel has a salary of $175,000 per year, and he purchased 160,000 shares
of Common Stock for consideration of $800. These shares will vest over six
years and are subject to certain restrictions on transfer. Mr. San Miguel's
employment agreement will be terminated and replaced by a new employment
agreement upon completion of the Offering. See "Management--Employment
Agreements."
Pursuant to options in the Senior Management Agreements, on July 10, 1997
the Company sold an aggregate of 50,000 shares of Series A Convertible
Preferred to Messrs. Fernandez, Frank and Knotts for $6.00 per share. Of these
50,000 shares, 16,667.5 shares were sold to Mr. Fernandez, and 16,666.5 shares
were sold to each of Messrs. Knotts and Frank. All of these shares were
converted into common stock, and the Senior Executives subsequently received
an additional 150,001 shares of Common Stock in respect of such shares in
connection with the four-for-one split of Common Stock by the Company on July
17, 1997. See "Management--Executive Compensation."
39
<PAGE>
Pursuant to the Purchase Agreement, the Senior Management Agreement and
certain other agreements with executives of the Company, the Initial Investors
and certain of the Company's executives have preemptive rights with respect to
certain proposed sales of Common Stock by the Company, not including any sale
in the Offering or any sales to employees of the Company pursuant to
employment agreements or benefit plans. In addition, these same parties and
the Company were granted certain rights of first refusal and participation
rights with respect to any sales of Common Stock by the other parties to these
agreements. These preemptive rights, rights of first refusal and participation
rights will be terminated effective upon the Offering.
The Company intends to enter into a sublease with Miller Capital whereby the
Company would lease to Miller Capital a portion of the premises at its new
corporate headquarters, at 1001 Brickell Bay Drive, Suite 3000, Miami,
Florida. The Company and Miller Capital have reached agreement on the
principal terms of this sublease, and the Company believes that the financial
terms of this sublease will be comparable to those that would be obtained in
an arms-length transaction.
NETSOL INTERNATIONAL, INC.
The Company is a party to an Alliance Agreement, dated as of December 10,
1997 (the "Alliance Agreement"), by and among the Company and NetSol
International, Inc., a Florida corporation ("NetSol"). Pursuant to the
Alliance Agreement, the Company will receive referrals and leads on
consulting, systems integration and other projects from NetSol in both the
U.S. and Latin American markets. NetSol will serve as a sales agent for the
Company on projects in Latin America, and the Company will have the right of
first refusal on systems integration and network integration projects in Latin
America when NetSol requires subcontracting to a third party from the U.S.
market. The Alliance Agreement also provides for the sharing of commissions on
hardware and software procurement, applications software and consulting
services.
The authorized capital stock of NetSol consists of 10,000 shares of common
stock, of which 6,624 are issued and outstanding. Pursuant to a stock purchase
agreement, dated as of August 29, 1997 (the "NetSol Stock Purchase
Agreement"), GTCR V purchased 2,206 shares of NetSol for aggregate
consideration of $662,500 from NetSol's stockholders, which include Messrs.
Fernandez, Frank, Knotts and Miller. Subsequent to the NetSol Stock Purchase
Agreement, and assuming the exercise of options granted to certain members of
NetSol's management, GTCR V will own 33.33%, and Messrs. Fernandez, Frank,
Knotts and Miller will own 12.59%, 5.03%, 5.03% and 2.52% of NetSol's common
stock, respectively. NetSol has provided and is expected to continue to
provide the Company with such products as computer hardware and telephone
systems and related procurement services. For the Inception Period, payments
to NetSol for such goods and services totaled approximately $1.5 million. The
Company believes that the terms on which such goods and services were acquired
are comparable to those that would be obtained from a third-party vendor in
arms-length transactions.
In May 1998, an affiliate of GTCR V, along with affiliates of Miller
Capital, proposed the recapitalization of NetSol and the restructuring of its
relationship with the Company in order for NetSol to pursue more actively the
systems/network integration business in the U.S. market, which is currently
one of the minor components of the Company's national consulting services. In
connection with the proposal, one of the Company's employees, Joseph James
("James"), who has been chiefly responsible for the Company's
Systems|solutions(SM), would join NetSol as a shareholder and as chief executive
officer. Although the Company intends to maintain its current level of high-
end consulting in this sector notwithstanding James' departure, the Company
would in effect de-emphasize the lower-end, capital intensive systems/network
integration business. The Company would continue to participate in this
business through a 5% fully-diluted equity interest in NetSol, which it would
receive in consideration for its agreement to permit James to retain a portion
of his unvested restricted stock and the waiver of James' noncompetition
agreement with the Company in respect of his involvement with NetSol's
business. Under the proposal, Messrs. Fernandez, Knotts and Frank would
receive cash for a portion of their current equity interest in NetSol and
retain collectively a fully-diluted equity interest in NetSol of approximately
5%. There can be no assurance that the proposed transaction will be
consummated, or that it will be consummated in the form described; the
transaction is subject to definitive documentation, Board approvals and the
receipt by the Company of a fairness opinion from an independent third party
investment bank or appraisal/valuation firm. The Company believes that the
proposed transaction, if consummated, would not have a material impact on its
business, financial condition or results of operations.
40
<PAGE>
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 3, 1998, assuming the Conversion and as
adjusted to reflect the sale of 3,850,000 shares of Common Stock in this
Offering: (i) by each person (or group of affiliated persons) known by the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock; (ii) by each of the Named Executive Officers; (iii) by each director of
the Company; (iv) by all of the Company's directors and executive officers as
a group; and (v) each shareholder selling shares in the Offering (each a
"Selling Shareholder").
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARED BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING (1) NUMBER OF AFTER OFFERING (1)
------------------------- SHARES BEING ---------------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------------- ------- ------------ ----------- -------
<S> <C> <C> <C> <C> <C>
Ted A. Fernandez (2).... 1,466,670 4.8% -- 1,466,670 4.4%
Allan R. Frank (2),
(3).................... 1,534,666 5.0 -- 1,534,666 4.6
Ulysses S. Knotts, III
(2).................... 1,466,666 4.8 -- 1,466,666 4.4
Luis E. San Miguel (2),
(4).................... 182,664 * -- 182,664 *
Bruce Rauner (5), (6)... 6,931,372 22.6 686,700(7) 6,244,672 18.7
William C. Kessinger
(5), (6)............... 6,931,372 22.6 686,700(7) 6,244,672 18.7
Fernando Montero (2).... 849,996(8) 2.8 -- 899,996(9) 2.7
Golder, Thoma, Cressey,
Rauner Fund V, LP (5).. 6,919,285 22.6 685,503 6,233,782 18.6
GTCR Associates V (5)... 12,087 * 1,197 10,890 *
Edmund R. Miller (2).... 7,463,980(10) 24.4 --(11) 7,290,680(12) 21.8
Miller Capital
Management, Inc. (2)... 1,106,668(10) 3.6 -- 1,246,668(12) 3.7
Southeast Investments
International, Ltd.
(2).................... 226,668(10) * -- 226,668 *
Southeast Investments,
L.P. (2)............... 680,000(10) 2.2 -- 680,000 2.0
All directors and
executive officers as a
group (9 persons)(13).. 19,163,354 62.6 686,700(7)(11) 18,353,354(9)(12) 54.8
<CAPTION>
OTHER SELLING
SHAREHOLDERS
- -------------
<S> <C> <C> <C> <C> <C>
AB Hannells Industrier
(14)................... 34,000 * 34,000 -- --
BFC Holdings, Inc.
(15)................... 66,864 * 66,864 -- --
Leonardo F. Brito (16).. 15,864 * 3,172 12,692 *
Marc Dreier (17)........ 13,600 * 13,600 -- --
Steven L. Eber (18)..... 170,000 * 20,000 150,000 *
Pippa J. Ellis (19)..... 22,664 * 8,664 14,000 *
RBC Inc. (20)........... 266,000 * 133,000 133,000 *
Joseph M. Salvani (21).. 34,000 * 34,000 -- --
Total Selling
Shareholders........... 7,542,277 24.6 1,000,000 6,542,277 19.5
</TABLE>
- --------
* Less than 1%.
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, a person has beneficial ownership of any securities as to which
such person, directly or indirectly, through any contract, arrangement,
undertaking, relationship or otherwise has or shares voting power and/or
investment power and as to which such person has the right to acquire
such voting and/or investment power within 60 days. Percentage of
beneficial ownership as to any person as of a particular date is
calculated by dividing the number of shares beneficially owned by such
person by the sum of the number of shares outstanding as of such date and
the number of shares as to which such person has the right to acquire
voting and/or investment power within 60 days.
(2) The address of each of Messrs. Fernandez, Frank, Knotts, San Miguel,
Montero and Miller and Miller Capital Management, Inc., Southeast
Investments International, Ltd. and Southeast Investments, L.P. is 1401
Brickell Avenue, Suite 350, Miami, Florida 33131.
(3) Includes 68,000 shares of Common Stock with respect to which Mr. Frank
has voting power pursuant to proxies granted by the beneficial owners of
such shares. Mr. Frank disclaims beneficial ownership of these shares.
(4) Includes 22,664 shares held by Mr. San Miguel and his wife as joint
tenants. Mr. San Miguel and his wife have granted to Mr. Miller a proxy
with respect to these 22,664 shares and such shares also are included in
the number of shares beneficially owned by Mr. Miller.
(5) The address of each of Messrs. Rauner and Kessinger, GTCR V and GTCR
Associates V is 6100 Sears Tower, Chicago, Illinois, 60606.
(6) Includes shares held by GTCR V and shares held by GTCR Associates V.
Messrs. Rauner and Kessinger are principals in GTCR which is the general
partner of GTCR V and a general partner in GTCR Associates V. Each of
Messrs. Rauner and Kessinger disclaims beneficial ownership of the shares
held by such entities except to the extent of his proportionate ownership
interests therein.
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(7) Consists solely of shares held by GTCR V and GTCR Associates V for which
each of Messrs. Rauner and Kessinger disclaims beneficial ownership
except to the extent of his proportionate ownership interest therein.
(8) Includes (i) 204,000 shares held by Mr. Montero and his wife as joint
tenants and (ii) 645,996 shares held by three entities whose investments
are managed by affiliates of Mr. Montero. Mr. Montero disclaims
beneficial ownership of the shares owned by these three entities. Mr.
Montero and his wife and these three entities have granted proxies to Mr.
Miller with respect to all 849,996 shares beneficially owned by Mr.
Montero and such shares also are included in the number of shares
beneficially owned by Mr. Miller.
(9) Includes 50,000 shares which Mr. Montero intends to purchase in the
Offering.
(10) Includes 1,280,000 shares held by Mr. Miller individually. Also includes
(i) 200,000 shares held directly by Miller Capital, which is wholly owned
by Mr. Miller, (ii) 226,668 shares held directly by Southeast Investments
International, Ltd., which is an investment fund managed by Miller
Capital, (iii) 680,000 shares held directly by Southeast Investments,
L.P., which is an investment fund managed by Miller Capital and in which
Mr. Miller owns, indirectly, approximately a 39% interest, and (iv)
5,077,312 shares (including 22,664 shares beneficially owned by Mr. San
Miguel and 849,996 shares beneficially owned by Mr. Montero) with respect
to which Mr. Miller has voting power pursuant to proxies granted by the
beneficial owners of such shares. Mr. Miller disclaims the beneficial
ownership of the shares owned by Southeast Investments International,
Ltd. and Southeast Investments, L.P. except to the extent of his
proportionate interest therein, and Mr. Miller disclaims beneficial
ownership of all shares with respect to which he has voting power
pursuant to a proxy granted by the beneficial owner thereof.
(11) Mr. Miller has voting power over 313,300 shares of Common Stock being
sold by certain Selling Shareholders pursuant to proxies granted by such
Selling Shareholders. Mr. Miller will not receive any of the proceeds
from the sale of these shares.
(12) Includes 140,000 shares which Miller Capital intends to purchase in the
Offering.
(13) Includes 140,000 shares beneficially owned by John F. Brennan, the
Company's Executive Vice President, Acquisitions and Strategic Planning
and Secretary.
(14) The address of AB Hannells Industrier is Kvekatorpsvagen 25, Box 174,
Falkenberg 31122, Sweden.
(15) The address of BFC Holdings, Inc. is P.O. Box 662, Road Town, Tortola,
British Virgin Islands.
(16) The address of Leonardo F. Brito is 798 Crandon Boulevard, #9, Key
Biscayne, Florida 33149.
(17) The address of Marcel Dreier is 425 East 58th Street, Apartment 37A, New
York, New York 10022.
(18) The address of Steven L. Eber is 625 San Servando Avenue, Coral Gables,
Florida 33143.
(19) The address of Pippa J. Ellis is 14 Miller Road, Darien, Connecticut
06820.
(20) The address of RBC Inc. is c/o Bank Morgan Stanley AG, Bahnhofstrasse 92,
Zurich, CH-8023, Switzerland.
(21) The address of Joseph M. Salvani is Unit 318, 4800 Highway A-1-A, Vero
Beach, Florida 32963.
DESCRIPTION OF CAPITAL STOCK
The Company was incorporated as a Florida corporation on April 23, 1997. As
of April 3, 1998, the Company had 23,200,041 shares of Common Stock
outstanding and 255 holders of record of such Common Stock and 1,790,026
shares of convertible preferred stock outstanding and 50 holders of record of
such convertible preferred stock. On May 20, 1998, the Company issued 269,166
shares of Common Stock in connection with the Legacy Acquisition. Concurrent
with the Offering, each share of outstanding convertible preferred stock will
be converted into four shares of Common Stock. The following is a description
of the material terms of the capital stock of the Company.
COMMON STOCK
The Company is authorized to issue 125,000,000 shares of Common Stock, $.001
par value per share. Upon completion of the Offering, each shareholder of
record will be entitled to one vote for each outstanding share of Common Stock
owned by such shareholder on every matter properly submitted to the
shareholders for their vote.
Subject to the dividend rights of holders of the Company's preferred stock,
par value $.001 per share ("Preferred Stock"), holders of Common Stock are
entitled to any dividend declared by the Board of Directors out of funds
legally available for such purpose, and, after the payment of liquidation
preferences to all holders of Preferred Stock, holders of Common Stock are
entitled to receive on a pro rata basis all remaining assets of the Company
available for distribution to the shareholders in the event of the
liquidation, dissolution, or winding up
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of the Company. Holders of Common Stock do not have any preemptive right to
become subscribers or purchasers of additional shares of any class of the
Company's capital stock.
PREFERRED STOCK
The Company's Articles of Incorporation, as amended, allow the Company to
issue without shareholder approval Preferred Stock having rights senior to
those of the Common Stock. As of the closing of the Offering, no shares of
Preferred Stock will be outstanding. Thereafter, the Board of Directors is
authorized, without further shareholder approval, to issue up to 1,250,000
shares of Preferred Stock in one or more series and to fix the powers,
designations, preferences and relative, participating, optional or other
special rights of the shares of each such series and to fix the
qualifications, limitations or restrictions thereof.
The issuance of Preferred Stock may have the effect of delaying or
preventing a change in control of the Company. The issuance of Preferred Stock
could decrease the amount of earnings and assets available for distribution to
the holders of Common Stock or could adversely affect the rights and powers,
including voting rights, of the holders of the Common Stock. In certain
circumstances, such issuance could have the effect of decreasing the market
price of the Common Stock. The Company currently has no plans to issue any
shares of Preferred Stock.
The Company currently has the authority to issue up to 3,600,000 shares of
Series A Convertible Preferred, of which 1,773,360 shares will be outstanding
immediately prior to the Offering, and up to 50,000 shares of Series B
Convertible Preferred, of which 16,666 shares will be outstanding immediately
prior to the Offering. Upon the signing of the underwriting agreement relating
to the Offering, the Conversion will occur whereby all outstanding shares of
Series A Convertible Preferred and Series B Convertible Preferred will
automatically be converted into shares of Common Stock on a four-for-one
basis. As of such time, the Company no longer will have authority to issue
shares of convertible preferred stock, and the Company's authorized capital
will consist only of 125,000,000 shares of Common Stock and 1,250,000 shares
of Preferred Stock.
LIMITATION OF LIABILITY AND INDEMNIFICATION
To the fullest extent permitted by the Florida Business Corporation Act (the
"Florida Act"), the Company's Articles of Incorporation provide that directors
of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of fiduciary duty as a director.
Generally, the Florida Act permits indemnification of a director or officer
upon a determination that he or she acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The Articles of Incorporation and Bylaws of the Company provide for the
indemnification of the Company's directors and officers and any person who is
or was serving at the request of the Company as a director, officer, employee,
partner (limited or general) or agent of another corporation or of a
partnership, joint venture, limited liability company, trust or other
enterprise, including service with respect to an employee benefit plan to the
fullest extent authorized by, and subject to the conditions set forth in the
Florida Act against all expenses, liabilities and losses (including attorneys'
fees, judgments, fines, ERISA taxes, excise taxes, or penalties, charges,
expenses and amounts paid or to be paid in settlement), except that the
Company will indemnify a director or officer in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Company's Board of Directors. The
indemnification provided under the Bylaws includes the right to be paid by the
Company the expenses (including attorneys' fees) in advance of any proceeding
for which indemnification may be had in advance of its final disposition,
provided that the payment of such expenses (including attorneys' fees)
incurred by a director or officer in advance of the final disposition of a
proceeding may be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer to repay all amounts so paid in
advance if it is ultimately determined that such director or officer is not
entitled to be indemnified. Pursuant to the Bylaws, if a claim for
indemnification is not paid by the Company within 60 days after a written
claim has been received by the Company, the claimant may at any time
thereafter bring an action
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against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such action.
Under the Articles of Incorporation, the Company has the power to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, employee benefit plan
or other enterprise, against any liability asserted against such person or
incurred by such person in any such capacity, or arising out of such person's
status as such, whether or not the Company would have the power to indemnify
such person against such liability under the provisions of the Florida Act.
The Company maintains director and officer liability insurance on behalf of
its directors and officers.
CERTAIN ANTI-TAKEOVER EFFECTS
The Company's Articles of Incorporation and Bylaws contain certain
provisions that are intended to enhance the likelihood of continuity and
stability in the composition of the Company's Board of Directors and in the
policies formulated by the Board of Directors. In addition certain provisions
of Florida law may hinder or delay an attempted takeover of the Company other
than through negotiation with the Board of Directors. These provisions could
have the effect of discouraging certain attempts to acquire the Company or
remove incumbent management even if some or a majority of the Company's
shareholders were to deem such an attempt to be in their best interest,
including attempts that might result in the shareholders' receiving a premium
over the market price for the shares of Common Stock held by shareholders.
Classified Board of Directors; Removal; Vacancies. The Articles of
Incorporation provide that the Board of Directors is divided into three
classes of directors serving staggered three-year terms. The classification of
directors has the effect of making it more difficult for shareholders to
change the composition of the Board of Directors in a relatively short period
of time. The Articles of Incorporation further provides that directors may be
removed only for cause and then only by the affirmative vote of the holders of
at least two-thirds of the entire voting power of all the then-outstanding
shares of stock of the Company entitled to vote generally in the election of
directors, voting together as a single class. In addition, vacancies and newly
created directorships resulting from any increase in the size of the Board of
Directors may be filled only by the affirmative vote of a majority of the
directors then in office (even if such directors do not constitute a quorum)
or by a sole remaining director. The foregoing provisions could prevent
shareholders from removing incumbent directors without cause and filling the
resulting vacancies with their own nominees.
Advance Notice Provisions for Shareholder Proposals and Shareholder
Nominations of Directors. The Bylaws establish an advance notice procedure
with regard to the nomination, other than by the Board of Directors, of
candidates for election to the Board of Directors and with regard to certain
matters to be brought before an annual meeting of shareholders of the Company.
For nominations and other business to be brought properly before an annual
meeting by a shareholder, the shareholder must deliver notice to the Company
not less than 60 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting. Separate provisions based on public
notice by the Company specify how this advance notice requirement operates in
the event that the date of the annual meeting is advanced by more than 30 days
or delayed by more than 60 days from such anniversary date. The shareholder's
notice must set forth certain specified information regarding the shareholder
and its holdings, as well as certain background information regarding any
director nominee (together with such person's written consent to being named
as a nominee and to serving as a director if elected) and a brief description
of any business desired to be brought before the meeting, the reasons for
conducting the business at the meeting and any material interest of the
shareholder in the business proposed. In the case of a special meeting of
shareholders called for the purpose of electing directors, nominations by a
shareholder may be made only by delivery of notice to the Company no later
than the tenth day following the day on which public announcement of the
special meeting is made. Although the Bylaws do not give the Company's Board
of Directors any power to approve or disapprove shareholder nominations for
the election of directors or any other business desired by shareholders to be
conducted at an annual meeting, the Bylaws (i) may have the effect of
precluding a nomination for the election of directors or precluding the
conduct of certain business at a particular
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meeting if the proper procedures are not followed or (ii) may discourage or
deter a third party from conducting a solicitation of proxies to elect its own
slate of directors or otherwise attempting to obtain control of the Company,
even if the conduct of such solicitation or such attempt might be beneficial
to the Company and its shareholders.
Special Shareholders' Meetings. Under the Articles of Incorporation and the
Bylaws, special meetings of the shareholders, unless otherwise prescribed by
statute, may be called only (i) by the Board of Directors or by the Chairman
or President of the Company or (ii) by shareholders of the Company upon the
written request of the holders of at least 80% of the securities of the
Company outstanding and entitled to vote generally in the election of
directors.
Limitations on Shareholder Action by Written Consent. The Articles of
Incorporation also provide that any action required or permitted to be taken
at a shareholders' meeting may be taken without a meeting, without prior
notice and without a vote, if the action is taken by persons who would be
entitled to vote at a meeting and who hold shares having voting power equal to
not less than the greater of (a) 80% of the voting power of all shares of each
class or series entitled to vote on such action or (b) the minimum number of
votes of each class or series that would be necessary to authorize or take the
action at a meeting at which all shares of each class or series entitled to
vote were present and voted.
Provisions of Florida Law. In addition to the foregoing provisions of the
Articles of Incorporation and the Bylaws, the Company has also elected to be
subject to the "affiliated transaction" provision of the Florida Act. This
provision prohibits a publicly-held Florida corporation from engaging in a
broad range of business combinations or other extraordinary corporate
transactions with an "interested shareholder" unless (i) in addition to any
affirmative vote required by any other section of the Florida Act or by the
Articles of Incorporation of the corporation, the transaction is approved by
two-thirds of the corporation's outstanding voting shares other than the
shares beneficially owned by the interested shareholder, (ii) the transaction
is approved by a majority of the disinterested directors, (iii) the interested
shareholder has been the beneficial owner of at least 80% of the corporation's
outstanding voting shares for at least five (5) years preceding the date of
the transaction, or (iv) the interested shareholder is the beneficial owner of
at least 90% of the outstanding voting shares of the corporation, exclusive of
shares acquired directly from the corporation in a transaction not approved by
a majority of the disinterested directors. The term "interested shareholder"
is defined as a person who together with affiliates and associates
beneficially owns more than 10% of the corporation's outstanding voting
shares. These provisions could have the effect of delaying, deferring or
preventing a change in control of the Company or reducing the price that
certain investors might be willing to pay in the future for shares of Common
Stock.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is BankBoston, N.A.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have 33,479,311 shares of
Common Stock outstanding (assuming no exercise of outstanding options). Of
these shares, the 3,850,000 shares (4,427,500 shares if the Underwriters'
over-allotment option is exercised in full) to be sold in the Offering will be
freely tradable without restriction or further registration under the
Securities Act, except that any shares purchased by affiliates of the Company,
as that term is defined in Rule 144 under the Securities Act ("Affiliates"),
may generally only be sold in compliance with the limitations of Rule 144
described below. The remaining 29,629,311 shares of Common Stock outstanding
upon completion of the Offering are deemed "Restricted Shares" under Rule 144.
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<PAGE>
SALES OF RESTRICTED SHARES
None of the Restricted Shares will be eligible for sale in the public market
on the date of this Prospectus. Following the period ending 180 days after the
date of this Prospectus, 18,804,005 shares of Common Stock will be eligible
for sale in the public market subject to Rule 144 under the Securities Act.
See "--Lock-up Agreements."
In general, under Rule 144, a person (or persons whose shares are
aggregated), including an Affiliate, who has beneficially owned Restricted
Shares for at least one year is entitled to sell, within any three-month
period, a number of such shares that does not exceed the greater of (i) one
percent of the then outstanding shares of Common Stock (approximately 334,793
shares immediately after the Offering) or (ii) the average weekly trading
volume in the Common Stock on the Nasdaq National Market during the four
calendar weeks preceding the date on which notice of such sale is filed,
provided certain requirements concerning availability of public information,
manner of sale and notice of sale are satisfied. In addition, Affiliates must
comply with the restrictions and requirements of Rule 144, other than the one-
year holding period requirement, in order to sell shares of Common Stock which
are not restricted securities. Under Rule 144(k), a person who is not an
affiliate and has not been an Affiliate for at least three months prior to the
sale and who has beneficially owned Restricted Shares for at least two years
may resell such shares without compliance with the foregoing requirements. In
meeting the one and two years holding periods described above, a holder of
Restricted Shares can include the holding periods of a prior owner who was not
an Affiliate. The one and two year holding periods described above do not
begin to run until the full purchase price or other consideration is paid by
the person acquiring the Restricted Shares from the issuer or an Affiliate.
OPTIONS AND WARRANT
At April 3, 1998, 1,367,169 shares of Common Stock were issuable pursuant to
outstanding options. None of these options are currently exercisable, and none
will be exercisable, prior to May 27, 1999. Following the Offering, the
Company intends to file one or more registration statements on Form S-8 under
the Securities Act to register approximately 10,750,000 shares of Common Stock
issued as subject to outstanding stock options or reserved for issuance under
the Company's Stock Plans. The Company also has reserved 37,500 shares for
issuance upon exercise of a warrant outstanding and exercisable as of April 3,
1998. In the event the warrant is exercised during the period ending 180 days
after the date of this Prospectus, the shares issued upon exercise of the
warrant will not be eligible for sale in the public market during such period
but will be eligible for sale in the public market upon completion of such
period subject to Rule 144 under the Securities Act.
LOCK-UP AGREEMENTS
Each of the Company, the Selling Shareholders, the directors, executive
officers and certain other shareholders of the Company have agreed that,
without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the Underwriters, as defined, it will not, during the period ending
180 days after the date of this Prospectus, (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for
Common Stock or (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership
or the Common Stock, whether any such transaction described in clause (i) or
(ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. The restrictions described in this paragraph
do not apply to (v) the sale of Shares to the Underwriters, (w) the issuance
by the Company of 269,166 shares of Common Stock to the stockholders of Legacy
in connection with the Legacy Acquisition, (x) the issuance by the Company of
shares of Common Stock upon the exercise of an option or a warrant or the
conversion of a security outstanding on the date of this Prospectus of which
the Underwriters have been advised in writing, (y) the grant by the Company of
(A) options to purchase shares of Common Stock in connection with the Legacy
Acquisition and (B) options to employees in the ordinary course of business
consistent with past practice, provided that no such options shall become
exercisable during the 180-day period, or (z) transactions by any person other
than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the Offering.
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REGISTRATION RIGHTS
Following the Offering, holders of 20,661,757 shares of Common Stock will
have the right to require the Company to register such shares under the
Securities Act pursuant to terms and conditions of registration agreements
with the Company. See "Certain Transactions." The existence and exercise of
the foregoing registration rights may hinder efforts by the Company to arrange
the financing for the Company and may have an adverse effect on the market
price of the Common Stock. See "Risk Factors--Shares Eligible for Future
Sales; Registration Rights Agreements."
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UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the
Underwriters named below for whom Morgan Stanley & Co. Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, NationsBanc Montgomery
Securities LLC and the Robinson-Humphrey Company, LLC are acting as
Representatives, have severally agreed to purchase, and the Company and the
Selling Shareholders have agreed to sell to them, severally, the respective
number of shares of Common Stock set forth opposite the names of such
Underwriters below.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Morgan Stanley & Co. Incorporated..................................... 662,500
Donaldson, Lufkin & Jenrette Securities Corporation................... 662,500
NationsBanc Montgomery Securities LLC................................. 662,500
The Robinson-Humphrey Company, LLC.................................... 662,500
Adams, Harkness & Hill, Inc........................................... 75,000
Avalon Research Group, Inc............................................ 75,000
BT Alex. Brown Incorporated........................................... 150,000
Hanifen, Imhoff Inc................................................... 75,000
Janney Montgomery Scott Inc........................................... 75,000
Jefferies & Company, Inc.............................................. 75,000
Edward D. Jones & Co., L.P............................................ 75,000
Lehman Brothers Inc................................................... 150,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.................... 150,000
Needham & Company, Inc................................................ 75,000
Parker/Hunter Incorporated............................................ 75,000
Raymond James & Associates, Inc....................................... 75,000
Tucker Anthony Incorporated........................................... 75,000
---------
Total............................................................... 3,850,000
=========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are obligated to
take and pay for all of the shares of Common Stock offered hereby (other than
those covered by the over-allotment option described below) if any such shares
are taken.
The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the
cover page hereof and part to certain dealers at a price that represents a
concession not in excess of $0.55 a share under the public offering price. Any
Underwriter may allow, and such dealers may reallow, a concession not in
excess of $0.10 a share to other Underwriters or to certain dealers. After the
initial offering of the shares of Common Stock, the offering price and other
selling terms may from time to time be varied by the Representatives.
The Company and certain Selling Shareholders have granted to the
Underwriters an option, exercisable for 30 days from the date of this
Prospectus, to purchase up to an aggregate of 577,500 additional shares of
Common Stock at the public offering price set forth on the cover page hereof,
less underwriting discounts and commissions. The Underwriters may exercise
such option solely for the purpose of covering over-allotments, if any, made
in connection with the offering of the shares of Common Stock offered hereby.
To the extent such option is exercised, each Underwriter will become
obligated, subject to certain conditions, to purchase approximately the same
percentage of such additional shares of Common Stock as the number set forth
next to such Underwriter's name in the preceding table bears to the total
number of shares of Common Stock set forth next to the names of all
Underwriters in the preceding table.
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The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.
The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities under
the Securities Act.
The Common Stock has been approved for quotation on the Nasdaq National
Market under the symbol "ANSR."
Each of the Company, the Selling Shareholders, the directors, executive
officers and certain other shareholders of the Company have agreed that,
without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period ending 180 days after the date of
this Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, lend or otherwise transfer or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership or the Common Stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The restrictions described in this paragraph do not apply to (v)
the sale of Shares to the Underwriters, (w) the issuance by the Company of
269,166 shares of Common Stock to the stockholders of Legacy in connection
with the Legacy Acquisition, (x) the issuance by the Company of shares of
Common Stock upon the exercise of an option or a warrant or the conversion of
a security outstanding on the date of this Prospectus of which the
Underwriters have been advised in writing, (y) the grant by the Company of (A)
options to purchase shares of Common Stock in connection with the Legacy
Acquisition and (B) options to employees in the ordinary course of business
consistent with past practice, provided that no such options shall become
exercisable during the 180-day period, or (z) transactions by any person other
than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the Offering.
In order to facilitate the Offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may overallot in
connection with the Offering, creating a short position in the Common Stock
for their own account. In addition, to cover overallotments or to stabilize
the price of the Common Stock, the Underwriters may bid for, and purchase,
shares of Common Stock in the open market. Finally, the underwriting syndicate
may reclaim selling concessions allowed to an Underwriter or a dealer for
distributing the Common Stock in the Offering, if the syndicate repurchases
previously distributed Common Stock in transactions to cover syndicate short
positions, in stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the Common Stock above
independent market levels. The Underwriters are not required to engage in
these activities and may end any of these activities at any time.
Prior to the Offering, there has been no public market for the Common Stock.
The initial public offering price has been determined by negotiations between
the Company and the Underwriters. Among the factors considered in determining
the initial public offering price were the future prospects of the Company and
its industry in general, sales, earnings and certain other financial and
operating information of the Company in recent periods, and the price-earnings
ratios, price-sales ratios, market prices of securities and certain financial
and operating information of companies engaged in activities similar to those
of the Company.
At the request of the Company, the Underwriters have reserved for sale, at
the initial offering price, up to 331,000 shares offered hereby for directors,
officers, employees, business associates and related persons of the Company.
The number of shares of Common Stock available for sale to the general public
will be reduced to the extent such persons purchase such reserved Shares. Any
reserved shares which are not so purchased will be offered by the Underwriters
to the general public on the same basis as the other shares offered hereby.
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LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hogan & Hartson L.L.P., Washington, D.C. Certain legal
matters in connection with the Offering will be passed upon for the
Underwriters by Ropes & Gray, Boston, Massachusetts.
EXPERTS
The financial statements of AnswerThink Consulting Group, Inc., Delphi
Partners, Inc., The Hackett Group, Inc., Relational Technologies, Inc. and
Legacy Technology, Inc. included elsewhere in this Prospectus have been
included herein in reliance on the reports of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-1 under the Securities Act, of which this
Prospectus is a part, with respect to the Common Stock offered hereby. This
Prospectus omits certain information contained in the Registration Statement,
and reference is made to the Registration Statement for further information
with respect to the Company and the Common Stock offered hereby. Statements
contained herein concerning the provisions of documents are necessarily
summaries of such documents and when any such document is an exhibit to the
Registration Statement, each such statement is qualified in its entirety by
reference to the copy of such document filed with the Commission. The
Registration Statement, including the exhibits and schedules thereto, may be
inspected without charge at the principal office of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and the Commission's Regional
Offices at 75 Park Place, Room 1288, New York, New York 10017, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511, and
copies may be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Registration Statement, including all exhibits and schedules, and such reports
and other information may also be accessed electronically by means of the
Commission's site on the World Wide Web, at http://www.sec.gov.
50
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
FINANCIAL STATEMENTS OF ANSWERTHINK CONSULTING GROUP, INC.
Report of Independent Certified Public Accountants...................... F-2
Consolidated Balance Sheets as of January 2, 1998 and April 3, 1998
(unaudited)............................................................ F-3
Consolidated Statements of Operations for the Period April 23, 1997
(date of inception) through January 2, 1998 and Quarter Ended April 3,
1998 (unaudited)....................................................... F-4
Consolidated Statements of Shareholders' Equity for the Period April 23,
1997 (date of inception) through January 2, 1998 and Quarter Ended
April 3, 1998 (unaudited) ............................................. F-5
Consolidated Statements of Cash Flows for the Period April 23, 1997
(date of inception) through January 2, 1998 and Quarter Ended April 3,
1998 (unaudited)....................................................... F-6
Notes to Financial Statements........................................... F-7
FINANCIAL STATEMENTS OF DELPHI PARTNERS, INC.
Report of Independent Accountants....................................... F-16
Balance Sheets as of October 24, 1997 and December 31, 1996............. F-17
Statements of Operations for the Period January 1, 1997 through October
24, 1997 and for the Years Ended December 31, 1995 and 1996............ F-18
Statements of Stockholders' Equity for the Period from January 1, 1997
through October 24, 1997 and for the Years Ended December 31, 1995 and
1996................................................................... F-19
Statements of Cash Flows for the period January 1, 1997 through October
24, 1997 and for the Years ended December 31, 1996 and 1995............ F-20
Notes to Financial Statements........................................... F-21
FINANCIAL STATEMENTS OF THE HACKETT GROUP, INC.
Report of Independent Accountants....................................... F-24
Balance Sheets as of September 30, 1997 and December 31, 1996........... F-25
Statements of Operations for the Period January 1, 1997 through
September 30, 1997 and for the Years Ended December 31, 1996 and 1995.. F-26
Statements of Stockholder's Equity for the Period January 1, 1997
through September 30, 1997 and for the Years Ended December 31, 1996
and 1995............................................................... F-27
Statements of Cash Flows for the Period January 1, 1997 through
September 30, 1997 and for the Years Ended December 31, 1996 and 1995.. F-28
Notes to Financial Statements........................................... F-29
FINANCIAL STATEMENTS OF RELATIONAL TECHNOLOGIES, INC.
Report of Independent Accountants....................................... F-32
Balance Sheets as of July 31, 1997 and December 31, 1996................ F-33
Statements of Operations for the Period January 1, 1997 through July 31,
1997 and for the Year Ended December 31, 1996.......................... F-34
Statements of Stockholders' Equity for the Period January 1, 1997
through July 31, 1997 and for the Year Ended December 31, 1996......... F-35
Statements of Cash Flows for the Period January 1, 1997 through July 31,
1997 and for the Year Ended December 31, 1996.......................... F-36
Notes to Financial Statements........................................... F-37
FINANCIAL STATEMENTS OF LEGACY TECHNOLOGY, INC.
Report of Independent Accountants....................................... F-41
Balance Sheets as of December 31, 1997 and March 31, 1998 (unaudited)... F-42
Statements of Operations for the Year Ended December 31, 1997 and Three
Months Ended
March 31, 1998 (unaudited) ............................................ F-43
Statements of Stockholders' Equity for the Year Ended December 31, 1997
and Three Months Ended
March 31, 1998 (unaudited)............................................. F-44
Statements of Cash Flows for the Year Ended December 31, 1997 and Three
Months Ended
March 31, 1998 (unaudited)............................................. F-45
Notes to Financial Statements........................................... F-46
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
Basis of Presentation................................................... PF-1
Unaudited Pro Forma Consolidated Balance Sheet as of April 3, 1998...... PF-2
Notes to Unaudited Pro Forma Consolidated Balance Sheet................. PF-3
Unaudited Pro Forma Consolidated Statement of Operations for the Period
April 23, 1997 (date of inception) through January 2, 1998............. PF-4
Notes to Unaudited Pro Forma Consolidated Statement of Operations....... PF-5
Unaudited Pro Forma Consolidated Statement of Operations for the Quarter
Ended April 3, 1998.................................................... PF-6
Notes to Unaudited Pro Forma Consolidated Statement of Operations....... PF-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of AnswerThink Consulting Group, Inc.
Miami, Florida
We have audited the accompanying consolidated balance sheet of AnswerThink
Consulting Group, Inc. and subsidiaries as of January 2, 1997, and the related
consolidated statements of operations, shareholders' equity, and cash flows
for the period ended April 23, 1997 (date of inception) through January 2,
1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of AnswerThink
Consulting Group, Inc. and subsidiaries as of January 2, 1997 and the
consolidated results of their operations and their cash flows for the period
April 23, 1997 (date of inception) through January 2, 1998, in conformity with
generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Miami, Florida March 12, 1998, except for Note 11, as to which the date is May
12, 1998
F-2
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
AS OF AS OF
JANUARY 2, 1998 APRIL 3, 1998
--------------- -------------
<S> <C> <C>
Current assets: (UNAUDITED)
Cash and cash equivalents...................... $ 3,173,262 $ 3,944,221
Accounts receivable and unbilled revenue, net.. 10,157,720 14,010,003
Prepaid expenses and other current assets...... 412,388 631,898
----------- -----------
Total current assets......................... 13,743,370 18,586,122
Property and equipment, net...................... 2,495,295 2,382,023
Other assets..................................... 467,370 1,979,198
Goodwill, net.................................... 11,943,610 14,893,924
----------- -----------
Total assets................................. $28,649,645 $37,841,267
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $ 1,437,292 $ 1,823,813
Accrued expenses and other liabilities......... 4,126,254 6,562,561
Notes payable to shareholders, current
portion....................................... -- 5,950,000
----------- -----------
Total current liabilities.................... 5,563,546 14,336,374
----------- -----------
Obligations under capital leases................. -- 324,048
Borrowings under revolving credit facility ...... 8,150,000 7,500,000
Notes payable to shareholders.................... 4,050,000 1,896,000
----------- -----------
Total long-term liabilities.................. 12,200,000 9,720,048
----------- -----------
Total liabilities............................ 17,763,546 24,056,422
----------- -----------
Commitments and contingencies
Convertible preferred stock ..................... 10,040,196 11,140,191
----------- -----------
Shareholders' equity:
Preferred stock, $.001 par value, 1,250,000
authorized, none issued and outstanding....... -- --
Common stock, $.001 par value, authorized
125,000,000 shares; issued and outstanding:
23,378,592 shares at January 2, 1998;
23,200,041 shares at April 3, 1998............ 23,379 23,200
Additional paid-in capital..................... 13,569,279 55,779,486
Unearned compensation--restricted stock........ (656,303) (1,614,407)
Accumulated deficit............................ (12,090,452) (51,543,625)
----------- -----------
Total shareholders' equity................... 845,903 2,644,654
----------- -----------
Total liabilities and shareholders' equity... $28,649,645 $37,841,267
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-3
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD APRIL 23,
1997 (DATE OF INCEPTION) QUARTER ENDED
THROUGH JANUARY 2, 1998 APRIL 3, 1998
------------------------ -------------
<S> <C> <C>
(UNAUDITED)
Net revenues............................ $ 14,848,172 $ 18,531,770
Costs and expenses:
Project personnel and expenses........ 13,333,921 11,193,806
Selling, general and administrative... 8,084,558 5,654,019
Compensation related to vesting of
restricted shares.................... -- 40,843,400
Settlement costs...................... 1,902,608 --
In-process research and development
technology........................... 4,000,000 --
------------ ------------
Total costs and operating expenses.. 27,321,087 57,691,225
------------ ------------
Loss from operations.................. (12,472,915) (39,159,455)
Other income (expense):
Interest income....................... 498,018 28,047
Interest expense...................... (115,555) (321,765)
------------ ------------
Net loss................................ $(12,090,452) $(39,453,173)
============ ============
Net loss per common share--basic and
diluted................................ $ (1.91) $ (3.86)
============ ============
Weighted average common shares
outstanding............................ 6,342,319 10,226,330
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-4
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998 AND
FOR THE QUARTER ENDED APRIL 3, 1998
<TABLE>
<CAPTION>
UNEARNED
COMMON STOCK ADDITIONAL COMPENSATION TOTAL
------------------- PAID-IN RESTRICTED ACCUMULATED SHAREHOLDERS'
SHARES AMOUNT CAPITAL STOCK DEFICIT EQUITY
---------- ------- ----------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Balance, April 23,
1997................... -- $ -- $ -- $ -- $ -- $ --
Issuance of 13,734,850
shares of restricted
common stock........... 13,734,850 13,735 757,879 (702,447) -- 69,167
Conversion of 1,826,634
shares of Class A
preferred stock to
common stock .......... 7,306,536 7,307 10,952,497 -- -- 10,959,804
Issuance of 2,337,206
shares of restricted
common stock for
business acquisitions.. 2,337,206 2,337 1,858,903 -- -- 1,861,240
Amortization of deferred
compensation expense... -- -- -- 46,144 -- 46,144
Net loss................ -- -- -- -- (12,090,452) (12,090,452)
---------- ------- ----------- ----------- ------------ ------------
Balance, January 2,
1998................... 23,378,592 23,379 $13,569,279 $ (656,303) $(12,090,452) $ 845,903
Issuance of 25,100
shares of restricted
common stock
(unaudited) ........... 25,100 25 101 -- -- 126
Purchase and retirement
of restricted common
stock (unaudited) ..... (203,651) (204) (814) -- -- (1,018)
Restricted shares vested
(unaudited)............ -- -- 42,210,920 (1,045,440) -- 41,165,480
Amortization of deferred
compensation expense
(unaudited)............ -- -- -- 87,336 -- 87,336
Net loss (unaudited).... -- -- -- -- (39,453,173) (39,453,173)
---------- ------- ----------- ----------- ------------ ------------
Balance at April 3, 1998
(unaudited) ........... 23,200,041 $23,200 $55,779,486 $(1,614,407) $(51,543,625) $ 2,644,654
========== ======= =========== =========== ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-5
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE PERIOD
APRIL 23, 1997
(DATE OF
INCEPTION) THROUGH QUARTER ENDED
JANUARY 2, 1998 APRIL 3, 1998
------------------ -------------
<S> <C> <C>
Cash flows from operating activities: (UNAUDITED)
Net loss.................................... $(12,090,452) $(39,453,173)
Adjustments to reconcile net loss to net
cash used in operating activities:
Compensation charge related to vesting in
restricted shares........................ -- 40,843,400
In-process research and development
technology............................... 4,000,000 --
Depreciation and amortization............. 462,073 593,126
Changes in assets and liabilities, net of
effects from acquisitions:
Increase in accounts receivable and unbilled
revenue.................................... (4,481,152) (3,852,283)
Increase in prepaid expenses and other
current and non-current assets............. (736,166) (414,997)
Increase in accounts payable................ 825,545 386,521
Increase in accrued expenses and other
liabilities................................ 784,906 1,864,872
------------ ------------
Net cash used in operating activities... (11,235,246) (32,534)
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment.......... (2,089,249) (583,552)
Sale of property and equipment under
sale/leaseback arrangement................. -- 456,041
Cash used in acquisition of businesses, net
of cash acquired........................... (12,728,991) --
------------ ------------
Cash used in investing activities....... (14,818,240) (127,511)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of common stock...... 76,748 126
Proceeds from repurchase of common stock.... -- (1,018)
Proceeds from issuance of Class A,
convertible preferred stock................ 21,000,000 1,099,995
Proceeds from revolving credit facility..... 8,150,000 1,500,000
Repayment of revolving credit facility...... -- (2,150,000)
Proceeds from capital lease obligation...... -- 481,901
------------ ------------
Net cash provided by financing
activities............................. 29,226,748 931,004
------------ ------------
Net increase in cash and cash equivalents..... 3,173,262 770,959
Cash and cash equivalents at beginning of
period....................................... -- $ 3,173,262
------------ ------------
Cash and cash equivalents at end of period.... $ 3,173,262 $ 3,944,221
============ ============
Supplemental disclosure of cash flows informa-
tion:
Cash paid for interest...................... $ -- $ 224,050
Cash paid for income taxes.................. $ -- $ --
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
F-6
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
AnswerThink Consulting Group, Inc. (the "Company") is a rapidly growing
provider of knowledge-based consulting and information technology ("IT")
services to Fortune 1000 companies and other sophisticated buyers. The Company
addresses its clients' strategic business needs by offering a wide range of
integrated services or solutions, including benchmarking, process
transformation, software package implementation, electronic commerce, decision
support technology, technology architecture and integration and Year 2000
solutions.
Organization
On April 23, 1997, the Company and the initial investors in the Company (the
"Initial Investors") entered into a stock purchase agreement (the "Stock
Purchase Agreement") pursuant to which the Company sold 3,400,000 shares to
the Initial Investors of the Company's Class A Convertible Preferred Stock
(the "Class A Preferred Stock"). Such shares of Class A Preferred Stock were
sold at $6.00 per share, for total proceeds of $20.4 million.
In May 1997, certain senior executives of the Company purchased an
additional 100,000 shares of Class A Preferred Stock at $6.00 per share. Each
share of Class A Preferred Stock is convertible into four shares of the
Company's Common Stock (the "Common Stock").
Pursuant to the Stock Purchase Agreement, certain of the Initial Investors
had the option to purchase from the Company an additional 100,000 shares of
Class A Preferred Stock at $6.00 per share which shares were purchased on
February 24, 1998.
Management's 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.
Principles of Consolidation
The Consolidated Financial Statements include AnswerThink Consulting Group,
Inc. and its subsidiaries. All material intercompany accounts and transactions
have been eliminated.
Interim Financial Statements
The consolidated financial statements for the quarter ended April 3, 1998,
and all related footnote information for the quarter, are unaudited, and
reflects all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position,
operating results and cash flows for the interim period. The results of
operation for the quarter ended April 3, 1998 are not necessarily indicative
of the results to be achieved for the 1998 fiscal year.
Revenue Recognition
The Company recognizes revenues as work is performed on a contract by
contract basis, adjusted for any anticipated losses in the period in which any
such losses are identified. To date, the Company has not experienced any
material losses. Out-of-pocket expenses are reimbursed by clients and are
offset against expenses incurred.
Net Loss Per Common Share
Basic net loss per common share is computed by dividing net loss by the
weighted average number of common shares outstanding during the period. The
calculation includes only the vested portion of common
F-7
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
shares issued to employees under employment agreements and does not include
shares which have not yet vested. The calculation also does not include shares
which vest only if certain future events occur. Accordingly, common shares
outstanding for per share purposes, is significantly lower than actual shares
issued and outstanding.
Loss per share assuming dilution is computed by dividing net loss by the
weighted average number of common shares outstanding, increased by assumed
conversion of other potentially dilutive securities during the period.
Potentially dilutive shares, as of January 2, 1998 and April 3, 1998, which
have not been included in the diluted per share calculation include 8,901,652
and 9,797,442 unvested shares, respectively under the employment agreements
and 8,928,404 and 6,881,742 shares, respectively from assumed conversion of
convertible preferred stock because their effects would be anti-dilutive due
to the loss incurred by the Company. Accordingly, for the periods presented,
diluted net loss per common share is the same as basic net loss per common
share.
Fiscal Year
The Company's fiscal year ends on the Friday closest to December 31. The
fiscal year for the Company will generally consist of a 52-week period. Fiscal
year 1997 ended on January 2, 1998. References to a year in these financial
statements relate to a fiscal year rather than a calendar year.
Cash and Cash Equivalents
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets ranging from three to five years. Expenditures for
repairs and maintenance are charged to expense as incurred. Expenditures for
betterments and major improvements are capitalized. The carrying amount of
assets sold or retired and related accumulated depreciation are removed from
the accounts in the year of disposal and any resulting gains or losses are
included in the statement of operations.
Intangible Assets
Goodwill, related to the acquisitions, is being amortized over 15 years on a
straight-line basis. The Company recorded amortization expense of $137,729 for
the period April 23, 1997 (date of inception) through January 2, 1998. The
carrying value of goodwill is subject to periodic review of realizability.
Income Taxes
The Company records income taxes using the liability method. Under this
method, the Company records deferred taxes based on temporary taxable and
deductible differences between the tax bases of the Company's assets and
liabilities and their financial reporting bases. A valuation allowance is
established when it is more likely than not that some or all of the deferred
tax assets will not be realized.
Concentration of Credit Risk
The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses. Such losses have been insignificant. During the
period April 23, 1997 (date of inception) through January 2, 1998, two
customers accounted for approximately 13% of net revenues.
F-8
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for
financial statements for periods beginning after December 15, 1997. Management
believes that this standard will not result in significantly greater
disclosure than what is already contained in these financial statements.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997. In light of the Company's formation during
the current year, management is evaluating the requirements of this standard
and its applicability to the Company.
2. ACQUISITIONS AND INVESTING ACTIVITIES:
On August 1, 1997, the Company acquired Relational Technologies, Inc.,
("RTI") an Atlanta, Georgia, based information technology consulting and
Oracle software implementation company for 1,220,700 restricted shares of
Common Stock issued to RTI's stockholders valued at approximately $610,000.
On October 13, 1997, the Company acquired all of the outstanding shares of
The Hackett Group, Inc. ("Hackett") an Ohio based consulting firm specializing
in benchmarking and process transformation primarily to Fortune 500 companies.
The original purchase price payable to the sole stockholder of Hackett
consisted of approximately $6,500,000 in cash, a $5,143,000 promissory note
and 444,000 restricted shares of Common Stock valued at approximately
$355,000. The note and the restricted shares are subject to certain earn-out
provisions. The note is payable in three separate installments. As of January
2, 1998, the Company had recorded $3,750,000 bearing interest at a rate of 12%
per annum, for additional purchase consideration under the promissory note due
to the seller on March 31, 1998 based on achievement of earnings targets for
1997. The second installment obligation of $497,000 is due March 31, 1999, and
the third installment obligation of $896,000 is due March 31, 2000. The
obligations for the second and third installment payments bear interest at a
rate of 8% per annum. A significant portion of the purchase price for the
Hackett acquisition was allocated to in-process research and development
technology, resulting in a $4,000,000 charge to the Company's operations in
the quarter ended January 2, 1998. These charges were valued using a risk
adjusted cash flow model, under which projected income and expenses
attributable to the purchased technology were identified, and potential income
streams were discounted for risks and uncertainties, including the stage of
development of the technology, viability of target markets, rapidly changing
nature of the industry and other factors.
On November 12, 1997, the Company acquired all of the outstanding shares of
Delphi Partners, Inc. ("Delphi") for approximately $7,400,000 in cash plus
560,000 restricted shares of Common Stock valued at $840,000. The sellers are
also entitled to contingent consideration of up to a maximum of $2,500,000 to
be paid by April 30, 1999 based on the achievement of certain pre-tax profit
targets as defined. Delphi is an information systems consulting services firm
focused primarily on applications developed by PeopleSoft, Inc.
All the acquisitions made by the Company have been accounted for using the
purchase method of accounting. Accordingly, the results of operations of the
acquired companies are included in the Company's consolidated results of
operations from the respective dates of acquisition. Contingent consideration,
to the extent earned, will be recorded as additional goodwill.
F-9
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The aggregate consideration for the Company's acquisitions has been
allocated to the assets and liabilities acquired based upon their respective
fair values. The components of the purchase price allocation, including fees
and expenses, are as follows:
<TABLE>
<S> <C>
Fair value of net assets acquired (primarily accounts
receivable) excluding cash acquired......................... $ 2,258,892
Goodwill..................................................... 12,081,339
In-process research and development technology............... 4,000,000
Common Stock issued.......................................... (1,861,240)
Note payable-earned additional purchase consideration........ (3,750,000)
-----------
Cash used in acquisitions of businesses, net of cash ac-
quired...................................................... $12,728,991
===========
</TABLE>
The following information presents the unaudited pro forma condensed results
of operations for the period April 23, 1997 (date of inception) through
January 2, 1998 as if the Company's acquisitions of RTI, Hackett and Delphi
had occurred on April 23, 1997. The pro forma adjustments include additional
amortization and interest expense in the amount of approximately $362,000 and
$420,000, respectively. The pro forma results are presented for informational
purposes only and are not necessarily indicative of the future results of
operations of the Company or the results of operations of the Company had the
acquisitions occurred on April 23, 1997.
<TABLE>
<CAPTION>
PRO FORMA RESULTS
OF OPERATIONS
-----------------
<S> <C>
Net revenues............................................... $ 28,816,510
Net loss................................................... $(11,102,240)
Net loss per common share--basic and diluted............... $ (0.73)
</TABLE>
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of January 2, 1998 and
April 3, 1998:
<TABLE>
<CAPTION>
JANUARY 2, APRIL 3,
1998 1998
---------- -----------
(UNAUDITED)
<S> <C> <C>
Equipment........................................... $2,446,319 $ 2,555,225
Furniture and fixtures.............................. 235,257 226,084
Leasehold improvements.............................. 51,375 51,375
---------- -----------
Total cost........................................ 2,732,951 2,832,684
Less accumulated depreciation....................... (237,656) (450,661)
---------- -----------
$2,495,295 $ 2,382,023
========== ===========
</TABLE>
4. ACCRUED EXPENSES AND OTHER LIABILITIES:
Accrued expenses and other liabilities consists of the following as of
January 2, 1998 and April 3, 1998:
<TABLE>
<CAPTION>
JANUARY 2, APRIL 3,
1998 1998
---------- -----------
(UNAUDITED)
<S> <C> <C>
Accrued payroll and payroll related expenses.......... $3,019,519 $5,508,937
Other accrued expenses................................ 1,106,735 1,053,624
---------- ----------
$4,126,254 $6,562,561
========== ==========
</TABLE>
F-10
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. BORROWINGS UNDER REVOLVING CREDIT FACILITY:
On November 7, 1997, the Company entered into an agreement, as amended with
BankBoston, N.A. ("BankBoston") for a $10 million revolving credit facility
(the "Credit Facility"), maturing on November 7, 2000. The Company's
obligation under the Credit Facility is collateralized by all of the assets of
the Company. The Credit Facility may be increased to $20 million if certain
future earnings and performance criteria are satisfied. The total amount
outstanding as of January 2, 1998 and April 3, 1998 was $8,150,000 and
$7,500,000, respectively at varying rates, principally LIBOR plus 2.25-3.25%
(weighted average 8.5% rate at January 2, 1998 and April 3, 1998).
The Credit Facility contains, among other things, the maintenance of certain
financial covenants such as minimum levels of earnings, minimum liquidity
ratios, and debt as a percentage of cash flow.
Pursuant to the Credit Facility, BankBoston was granted an option to
purchase up to 16,666 shares of Class B Preferred Stock. See Note 10.
6. NOTES PAYABLE TO SHAREHOLDERS:
Notes payable to shareholders consists of the following as of January 2,
1998 and April 3, 1998:
<TABLE>
<CAPTION>
AS OF
JANUARY 2, APRIL 3,
1998 1998
---------- -----------
(UNAUDITED)
<S> <C> <C>
Notes payable-earned
additional purchase
consideration............ $3,750,000 $5,143,000
Other notes payable....... 300,000 2,703,000
---------- ----------
Total notes payable to
shareholders........... 4,050,000 7,846,000
Less current portion.... -- 5,950,000
---------- ----------
Long-term portion....... $4,050,000 $1,896,000
========== ==========
</TABLE>
The Company issued a note for $5,143,000 payable to Gregory P. Hackett in
connection with the Company's purchase of Hackett. Payment of the note is
contingent on achievement of earnings targets as defined. As of January 2,
1998, $3,750,000 had been earned by Mr. Hackett. The note bears interest at
12%. See Note 14.
The Company has two notes amounting to $300,000 payable to the two former
principals of Delphi. The notes bear interest at 6% per annum with principal
and accrued interest due on March 31, 1999.
7. LEASE COMMITMENTS:
The Company and its subsidiaries have operating lease agreements for its
premises that expire on various dates through 2004. The operating lease
agreements for premises are subject to escalation. Rent expense for the period
April 23, 1997 (date of inception) through January 2, 1998, was approximately
$300,000.
Minimum future lease commitments under noncancelable operating leases in
effect at January 2, 1998, are presented as follows:
<TABLE>
<S> <C>
1998............................................................. $ 920,000
1999............................................................. 1,064,000
2000............................................................. 992,000
2001............................................................. 906,000
2002............................................................. 912,000
Thereafter....................................................... 658,000
----------
Total minimum lease payments................................... $5,452,000
==========
</TABLE>
F-11
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
8. INCOME TAXES:
The Company generated a loss for financial reporting purposes of
approximately $12.1 million and $39.5 million for the period April 23, 1997
(date of inception) through January 2, 1998 and the quarter ended April 3,
1998, respectively. The temporary differences between the loss for financial
reporting purposes and the loss for tax purposes arise primarily from
differences in the lives of depreciable assets and the accrual of certain
expenses for financial reporting purposes that are not allowable deductions
for tax purposes until the year they are paid. The amounts of those temporary
differences as of January 2, 1998 and April 3, 1998 are not significant.
The Net Operating Loss ("NOL") for tax purposes differs from the NOL for
financial reporting purposes due to the write-off of acquired in-process
research and development technology and the amortization of goodwill and, for
the quarter ended April 3, 1998, the non-deductibility for income tax purposes
of the approximate $40.8 million expense relating to vesting of restricted
shares.
For the period April 23, 1997 (date of inception) through January 2, 1998
and for the quarter ended April 3, 1998, the Company generated a net operating
loss of $8.0 million and taxable income of $1.5 million, respectively. During
the quarter ended April 3, 1998, the Company utilized net operating loss
carryforwards of $1.5 million to offset taxable income. Consequently, a future
tax benefit of $3.2 million and $2.6 million comprised fully of net operating
losses are required to be recognized at January 2, 1998 and the quarter ended
April 3, 1998, respectively, to the extent that realization of such benefit is
more likely than not. In light of the recent organization of the Company and
the loss experienced for the period ended January 2, 1998, a valuation
allowance has been established for the entire deferred tax asset attributed to
the net operating loss carryforward at January 2, 1998 and April 3, 1998,
respectively. The net operating loss carryforward will expire on December 31,
2013.
9. RESTRICTED STOCK AND STOCK OPTIONS:
As of January 2, 1998, the Company has sold an aggregate of 13,734,850
restricted shares to employees of the Company at nominal purchase prices per
share. Each employee executed an employment agreement or a restricted stock
agreement with the Company providing for, among other things, the manner in
which restricted shares will vest. In general, a certain percentage of
restricted shares will begin to vest upon the second anniversary from the
purchase date of such shares and will become fully vested either by the fourth
or sixth anniversary from the purchase date so long as the holder remains an
employee.
In connection with the formation of the Company, certain of the Company's
employees and one director received 3,520,000 restricted shares of Common
Stock subject to performance vesting criteria. The Company recorded a charge
of approximately $40.8 million relating to the accelerated vesting of these
restricted shares pursuant to agreements dated as of March 27, 1998 by and
among the relevant stockholders, the Company and its Board of Directors which
accelerated, the vesting of 3,320,000 shares (the remaining 200,000 were
cancelled) in the first quarter of 1998 based on the Company's results to date
and the expectation of completion of the Offering during the second quarter of
1998. There are no additional restricted shares outstanding that are subject
to performance criteria for vesting.
Shares of restricted stock are issued to employees and other representatives
of acquired companies. Employees vest in these shares over periods up to five
years and, in certain cases, upon achieving certain revenue targets. The
market value of the restricted stock at the time of grant is recorded as
unearned compensation in a separate component of shareholders' equity and
amortized as compensation expense ratably over the vesting periods. At January
2, 1998, 931,650 shares of such restricted stock had been issued.
F-12
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
As of January 2, 1998, the Company has granted options to purchase an
aggregate of 707,906 shares of Common Stock to employees at an exercise price
of $2.50 per share which was at or above the estimated market price of the
Common Stock at the dates of grants. Options granted will be exercisable in
accordance with the terms specified in each option agreement entered into
between the Company and each optionee. As long as the optionee remains an
employee, all such options become exercisable in increments of 50%, 25%, and
25% on the second, third and fourth anniversary of the date of issuance
thereof, respectively.
In accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), the Company is
required to disclose pro forma net income (loss) information as if
compensation expense related to the fair value of the options granted had been
included in earnings (losses). The fair value of option grants is estimated
using the Black-Scholes option pricing model with the following assumptions
used for the 1997 grants: a ten-year expected life, a volatility factor of
zero, a risk-free interest rate of 6.0% and no dividend payments.
The weighted average remaining life of the options granted at January 2,
1998 is 9.7 years. In light of the loss experienced during the year and that
the current year is the first year of operations, the Company's options had
essentially no value. Had the fair value method of accounting been applied to
the Company's stock options, the Company's net loss and loss per share, on a
pro forma basis, would not be materially different from the net loss and loss
per share reported.
10. CONVERTIBLE PREFERRED STOCK:
Holders of Class A Convertible Preferred Stock are entitled to a $6.00
liquidation preference per share in the event of liquidation, dissolution or
winding up of the Company. Each share of Class A Convertible Preferred Stock
is convertible on a four-for-one basis to Common Stock and is entitled to non-
cumulative dividends if and when declared by the Board of Directors. Holders
of Class A Convertible Preferred Stock have certain redemption rights defined
in the Amended and Restated Articles of Incorporation but do not have
preemptive rights. To the extent not redeemed or converted, remaining shares
of the Class A Convertible Preferred Stock will be redeemed at their
liquidation value on April 22, 2004.
On March 5, 1998, the Company issued 16,666 shares of Class B Convertible
Preferred Stock with a liquidation value of $30.00 per share to an affiliate
of BankBoston at a price of $30.00 per share. Each share of Class B
Convertible Preferred Stock is convertible into four shares of Common Stock.
The Class B Convertible Preferred Stock contains the same redemption
provisions as the Class A Convertible Preferred Stock.
11. SHAREHOLDERS' EQUITY:
On May 5, 1998, the Company declared a one-for-two reverse stock split of
all of the Company's outstanding shares of capital stock (the "Reverse Stock
Split") and on May 12, 1998 amended its Articles of Incorporation to increase
the Company's authorized Common Stock to 125,000,000 shares. Accordingly, all
share and per share amounts for all periods presented have been retroactively
adjusted to give effect to the Reverse Stock Split and the shareholders'
equity has been restated to reflect the capital structure of the Company
following the amendments of the Articles of Incorporation.
12. SETTLEMENT COSTS:
Certain of the Company's key executives and other management employees
resigned from a "Big Six" accounting firm during the first quarter of 1997.
The accounting firm initiated litigation in connection with such resignations
and the formation of the Company arising out of activities alleged to have
constituted a breach of non-competition and non-solicitation obligations. This
litigation was settled, and the Company, its key
F-13
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
executives, certain other management employees and certain of its shareholders
are subject to certain provisions contained in the settlement agreement.
Settlement costs consist primarily of payments to certain key executives and
certain other management employees of the Company relating to the obligations
assumed by the Company for compensation earned during the period from December
1, 1996 to the date of the Company's inception by such employees and legal
fees incurred in connection with the ensuing litigation.
13. LITIGATION:
The Company is involved in legal proceedings, claims, and litigation arising
in the ordinary course of business. In the opinion of management, the final
disposition of such matters will not have a material adverse effect on the
financial position or results of operations of the Company.
14. RELATED PARTY TRANSACTION:
The Company purchases most of its computer hardware and software from a
distributor that is owned in part by three senior executives and directors of
the Company. During the year, the Company purchased approximately $1.5 million
from this distributor.
On March 12, 1998, the Company entered into an amendment with the sole
stockholder of Hackett to waive the earn-out provisions and to extend the due
date on the $3,750,000 note obligation owed to such stockholder from March 31,
1998 to the earlier of the completion of a public offering of shares by the
Company or January 15, 1999. In connection with such amendment, the Company
recorded additional goodwill amounting to $3.1 million.
15. SUBSEQUENT EVENTS (UNAUDITED):
Legacy Acquisition
On April 25, 1998, the Company entered into an agreement to acquire Legacy
Technology, Inc. ("Legacy"), a Massachusetts based provider of decision
support and data warehouse solutions to Fortune 1000 companies. The Company
completed this acquisition on May 20, 1998. The terms of the acquisition
provide for consideration of 269,166 shares of Common Stock and $2.6 million
in promissory notes. The promissory notes will be payable over a 12-month
period commencing October 1, 1998 or, if earlier, 20 days after the Company
completes a public offering of its Common Stock. The stockholders of Legacy
will also receive up to $1.3 million in additional consideration, half of
which will be in the form of cash and half of which will be in the form of
shares of Common Stock, upon the achievement of certain revenue and pre-tax
profit targets related to the performance of Legacy during the 12-month period
ended April 30, 1999, which will be recorded when earned as additional
goodwill.
F-14
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Stock Option Plan
On May 5, 1998, the Company adopted a stock option plan (the "Stock Option
Plan") that provides for grants of (i) options that are intended to qualify as
"incentive stock options" to employees as well as non-qualifying options to
individuals whose participation in the plan is determined to be in the best
interest of the Company, (ii) shares of Common Stock subject to certain
restrictions, and (iii) conditional rights to receive restricted Common Stock
in the future. The Stock Option Plan authorizes the issuance of up to
10,000,000 shares of Common Stock pursuant to options or as Restricted Common
Stock or Restricted Common Stock Units, plus shares of Common Stock awarded
under any prior stock option plan of the Company that are forfeited or
otherwise terminate without the delivery of stock.
The option exercise price per share for stock options granted under the
Stock Option Plan may not be less than 100% of the fair market value per share
of Common Stock on the date of grant of the option (or 110% of the fair market
value per share of Common Stock in the case of an incentive stock option
granted to an optionee beneficially owning more than 10% of the outstanding
Common Stock). The maximum option term is ten years (or five years in the case
of an incentive stock option granted to an optionee beneficially owning more
than 10% of the outstanding Common Stock).
F-15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Delphi Partners, Inc.
Marlton, New Jersey
We have audited the accompanying balance sheets of Delphi Partners, Inc. as
of October 24, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity, and cash flows for the period January 1,
1997 through October 24, 1997 and for the years ended December 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly,
in all material respects, the financial position of Delphi Partners, Inc. as
of October 24, 1997 and December 31, 1996 and the results of its operations
and its cash flows for the period January 1, 1997 through October 24, 1997 and
for the years ended December 31, 1996 and 1995, in conformity with generally
accepted accounting principles.
Coopers & Lybrand L.L.P.
Miami, Florida
February 27, 1998
F-16
<PAGE>
DELPHI PARTNERS, INC.
BALANCE SHEETS
OCTOBER 24, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
AS OF
------------------------
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 960,402 $ 270,325
Accounts receivable and unbilled revenue............ 2,681,315 2,693,499
Prepaid expenses and other current assets........... 47,989 12,796
---------- ----------
Total current assets.............................. 3,689,706 2,976,620
Property and equipment, net........................... 275,650 160,445
Other assets.......................................... 18,228 10,725
---------- ----------
Total assets...................................... $3,983,584 $3,147,790
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 407,083 $ 351,452
Accrued expenses.................................... 1,311,046 818,072
Deferred income taxes............................... 91,200 91,200
---------- ----------
Total current liabilities......................... 1,809,329 1,260,724
Notes payable to stockholders......................... 300,000 --
Long-term portion of capital leases................... 39,707 --
---------- ----------
Total liabilities................................. 2,149,036 1,260,724
---------- ----------
Stockholders' equity:
Common stock, $.01 par value, authorized 30,000
shares; issued and outstanding 20,000 and 100
shares at October 24, 1997 and December 31, 1996,
respectively....................................... 200 1
Additional paid-in capital.......................... 9,800 9,999
Retained earnings................................... 1,824,548 1,877,066
---------- ----------
Total stockholders' equity........................ 1,834,548 1,887,066
---------- ----------
Total liabilities and stockholders' equity........ $3,983,584 $3,147,790
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-17
<PAGE>
DELPHI PARTNERS, INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Net revenues................................... $9,773,836 $7,843,972 $3,158,812
Costs and expenses:
Project personnel and expenses............... 4,429,935 3,981,245 1,642,405
Selling, general and administrative.......... 4,666,891 2,684,245 1,219,560
---------- ---------- ----------
Total costs and operating expenses......... 9,096,826 6,665,490 2,861,965
---------- ---------- ----------
Income from operations......................... 677,010 1,178,482 296,847
Interest income.............................. -- 25,225 3,058
---------- ---------- ----------
Income before income taxes..................... 677,010 1,203,707 299,905
Provision for income taxes..................... 99,275 67,131 17,600
---------- ---------- ----------
Net income..................................... $ 577,735 $1,136,576 $ 282,305
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-18
<PAGE>
DELPHI PARTNERS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
COMMON ADDITIONAL
STOCK COMMON PAID-IN RETAINED
SHARES STOCK CAPITAL EARNINGS TOTAL
------ ------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Balance as of December 31,
1994........................ 100 $ 1 $9,999 $ 458,185 $ 468,185
Net income................... -- -- -- 282,305 282,305
------ ---- ------ ---------- ----------
Balance as of December 31,
1995........................ 100 1 9,999 740,490 750,490
Net income................... -- -- -- 1,136,576 1,136,576
------ ---- ------ ---------- ----------
Balance as of December 31,
1996........................ 100 1 9,999 1,877,066 1,887,066
Net income................... -- -- -- 577,735 577,735
Stockholders' distributions.. -- -- -- (630,253) (630,253)
Two hundred-for-one stock
split....................... 19,900 199 (199) -- --
------ ---- ------ ---------- ----------
Balance as of October 24,
1997........................ 20,000 $200 $9,800 $1,824,548 $1,834,548
====== ==== ====== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-19
<PAGE>
DELPHI PARTNERS, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1997 THROUGH OCTOBER 24, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ----------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income............................... $ 577,735 $ 1,136,576 $ 282,305
---------- ----------- ---------
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization.......... 81,848 47,652 27,361
Deferred income taxes.................. -- 54,800 10,200
Changes in assets and liabilities:
Decrease (increase) in accounts
receivable and unbilled revenue....... 12,184 (1,750,925) (346,882)
(Increase) decrease in prepaid expenses
and other current assets.............. (35,193) 1,627 (8,898)
Increase in other assets............... (7,503) (8,525) --
Increase in accounts payable........... 55,631 231,597 81,247
Increase in accrued expenses........... 492,974 597,171 132,345
---------- ----------- ---------
Total adjustments.................... 599,941 (826,603) (104,627)
---------- ----------- ---------
Net cash flows provided by
operations........................ 1,177,676 309,973 177,678
---------- ----------- ---------
Cash flows from investing activities:
Purchases of property and equipment...... (157,346) (98,499) (119,053)
---------- ----------- ---------
Net cash flows used in investing
activities........................ (157,346) (98,499) (119,053)
---------- ----------- ---------
Cash flows from financing activities
Stockholders' distributions.............. (630,253) -- --
Stockholders' advances................... 300,000 -- (4,295)
---------- ----------- ---------
Net cash flows used in financing
activities........................ (330,253) -- (4,295)
---------- ----------- ---------
Net increase in cash and cash equivalents.. 690,077 211,474 54,330
Cash and cash equivalents at beginning of
year...................................... 270,325 58,851 4,521
---------- ----------- ---------
Cash and cash equivalents at end of year... $ 960,402 $ 270,325 $ 58,851
========== =========== =========
Supplemental disclosure of cash flows
information:
Cash paid for interest................... $ 295 $ 65 $ 211
Cash paid for taxes...................... $ 29,935 $ 3,895 $ 3,600
Non cash purchases of property and
equipment recorded as capital leases.... $ 39,707 $ -- $ --
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-20
<PAGE>
DELPHI PARTNERS, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
Delphi Partners, Inc. ("the Company") is a specialist software consulting
firm, offering a broad range of consulting and related training services to
clients implementing client/server human resources and financial applications.
Its primary service offering is the implementation of PeopleSoft software.
The Company provides its services to clients in a broad range of industries
including high technology, retail, and consumer and industrial products.
Management's 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.
Income Taxes
The Company has elected to be taxed as an S corporation under the provisions
of the Internal Revenue Code. Under those provisions, the Company does not pay
federal income taxes on its taxable income. The stockholders reflect on their
individual federal income tax returns their respective share of the Company's
taxable income or loss subject to statutory limitations.
The Company accounts for state income taxes (in those states which do not
recognize S-Corporation status) in accordance with Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes. Accordingly,
deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax bases of assets and liabilities, using
enacted tax rates in effect for the year in which the differences are expected
to reverse. Current income taxes are based on the year's income taxable for
state income tax reporting purposes.
Revenue Recognition
The Company derives substantially all of its revenues from information
technology and management consulting, software development and implementation,
and package software evaluation and implementation services. Revenues from
management consulting and package software evaluation and implementation
services are recognized as the service is provided, principally on a time and
material basis. Losses on projects in progress are recognized when known. Net
revenues exclude reimbursable expenses charged to clients.
Fiscal Year
The Company's fiscal year ends on the Friday closest to December 31. The
fiscal year for the Company will generally consist of a 52-week period.
References to a year in these financial statements relate to a fiscal year
rather than a calendar year.
Cash and Cash Equivalents
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets of five years. Expenditures for repairs and
maintenance are charged to expense as incurred. Expenditures for betterments
and major improvements are
F-21
<PAGE>
DELPHI PARTNERS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
capitalized. The carrying amounts of assets sold or retired and related
accumulated depreciation are removed from the accounts in the year of disposal
and any gains or losses are included in the statement of operations.
Concentration of Credit Risk
The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses to the extent they are identified. Such losses have
been insignificant and are within management's expectations. Three, six and
seven major customers comprised approximately 25%, 53% and 65% of net revenues
for the period January 1, 1997 through October 24, 1997 and for the years
ended December 31, 1996 and 1995, respectively.
Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997.
Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. See Note 9.
2. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of October 24, 1997 and
December 31, 1996:
<TABLE>
<CAPTION>
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
Furniture and equipment............................. $ 434,801 $237,748
Less accumulated depreciation....................... (159,151) (77,303)
--------- --------
$ 275,650 $160,445
========= ========
3. NOTES PAYABLE TO STOCKHOLDERS:
The Company has two notes amounting to $300,000 payable to its principal
stockholders who are also current employees. The notes bear interest at 6% per
annum with principal and accrued interest due on March 31, 1999.
4. PROVISION FOR TAXES:
The provision for state taxes consists of the following for the period
January 1, 1997 through October 24, 1997 and for the years ended December 31,
1996 and 1995:
<CAPTION>
1997 1996 1995
------- --------- --------
<S> <C> <C> <C>
Current..................................... $99,275 $ 12,331 $ 7,400
======= ========= ========
Deferred.................................... $ -- $ 54,800 $ 10,200
======= ========= ========
</TABLE>
F-22
<PAGE>
DELPHI PARTNERS, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
5. LEASE COMMITMENTS:
The Company has two operating lease agreements for premises. One expires on
March 31, 2000 and the other is month-to-month. The operating lease agreement
is subject to real estate escalation and reimbursement of operating costs.
Rent expense for the period January 1, 1997 through October 24, 1997 and for
the years ended December 31, 1996 and 1995 was approximately $90,000, $72,000
and $31,000, respectively.
Minimum future lease commitments under the noncancelable operating lease in
effect at October 24, 1997, is presented as follows:
<TABLE>
<S> <C>
1998............................................................... $ 69,003
1999............................................................... 52,773
2000............................................................... 13,332
--------
Total minimum lease payments..................................... $135,108
========
</TABLE>
6. ACCRUED EXPENSES:
Accrued expenses consists of the following as of October 24, 1997 and
December 31, 1996:
<TABLE>
<CAPTION>
OCTOBER 24, DECEMBER 31,
1997 1996
----------- ------------
<S> <C> <C>
Accrued payroll and payroll related expenses....... $1,117,263 $765,472
State income taxes payable......................... 75,729 6,331
Profit sharing plan payable........................ 55,059 45,700
Other.............................................. 62,995 569
---------- --------
$1,311,046 $818,072
========== ========
</TABLE>
7. PROFIT SHARING PLAN:
On January 1, 1996, the Company adopted a 401(K) plan (the "Plan") which
covers substantially all of its employees. Under the Plan, the Company matches
25% of the employee contributions up to a maximum of $1,000 per year and may
contribute an additional discretionary amount. The Company contributed $61,376
for the period January 1, 1997 through October 24, 1997 and $45,700 for the
year ended December 31, 1996.
8. COMMON STOCK:
On April 30, 1997, the directors of the Company increased the number of
authorized shares of common stock from 100 shares to 20,000 shares, and in
connection with such amendment, effected a 200 for 1 split of each share of
the outstanding common stock.
9. SUBSEQUENT EVENT:
On November 12, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for cash and AnswerThink stock.
F-23
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholder of The Hackett Group, Inc.
Hudson, Ohio
We have audited the accompanying balance sheets of The Hackett Group, Inc.
as of September 30, 1997 and December 31, 1996, and the related statements of
operations, stockholder's equity, and cash flows for the period January 1,
1997 through September 30, 1997 and for the years ended December 31, 1996 and
1995. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these 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 financial statements referred to above present fairly,
in all material respects, the financial position of The Hackett Group, Inc. as
of September 30, 1997 and December 31, 1996 and the results of its operations
and its cash flows for the period January 1, 1997 through September 30, 1997
and for the years ended December 31, 1996 and 1995, in conformity with
generally accepted accounting principles.
Coopers & Lybrand L.L.P.
Miami, Florida
February 27, 1998
F-24
<PAGE>
THE HACKETT GROUP, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
AS OF
--------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 3,118,511 $ 240,532
Accounts receivable and unbilled revenue.......... 1,368,626 1,097,129
Prepaid expenses and other current assets......... -- 25,000
----------- ----------
Total current assets............................ 4,487,137 1,362,661
Property and equipment, net......................... 419,545 447,538
Other assets........................................ 1,596 1,088
----------- ----------
Total assets.................................... $ 4,908,278 $1,811,287
=========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................. $ 115,676 $ 13,511
Accrued expenses and other current liabilities.... 2,096,212 240,346
Deferred revenue.................................. 300,000 140,000
----------- ----------
Total current liabilities....................... 2,511,888 393,857
----------- ----------
Commitments and contingencies
Stockholder's equity:
Common stock, no par value, authorized 750 shares;
issued and outstanding 100 shares at September
30, 1997 and December 31, 1996................... 10,000 10,000
Retained earnings................................. 2,386,390 1,407,430
----------- ----------
Total stockholder's equity...................... 2,396,390 1,417,430
----------- ----------
Total liabilities and stockholder's equity...... $ 4,908,278 $1,811,287
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-25
<PAGE>
THE HACKETT GROUP, INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Net revenues................................. $6,453,588 $6,119,195 $7,648,257
Costs and expenses:
Project personnel and expenses............. 4,225,353 4,774,989 5,008,046
Selling, general and administrative........ 870,988 1,528,048 1,661,703
---------- ---------- ----------
Total costs and operating expenses......... 5,096,341 6,303,037 6,669,749
---------- ---------- ----------
Income (loss) from operations................ 1,357,247 (183,842) 978,508
Interest income............................ 78,713 70,170 81,544
---------- ---------- ----------
Net income (loss)............................ $1,435,960 $ (113,672) $1,060,052
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-26
<PAGE>
THE HACKETT GROUP, INC.
STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
COMMON
STOCK COMMON RETAINED
SHARES STOCK EARNINGS TOTAL
------ -------- ----------- -----------
<S> <C> <C> <C> <C>
Balance as of December 31, 1994...... 100 $ 10,000 $ 660,111 $ 670,111
Stockholder's distributions.......... -- -- (199,061) (199,061)
Net income........................... -- -- 1,060,052 1,060,052
--- -------- ----------- -----------
Balance as of December 31, 1995...... 100 10,000 1,521,102 1,531,102
Net loss............................. -- -- (113,672) (113,672)
--- -------- ----------- -----------
Balance as of December 31, 1996...... 100 10,000 1,407,430 1,417,430
Stockholder's distributions.......... -- -- (457,000) (457,000)
Net income........................... -- -- 1,435,960 1,435,960
--- -------- ----------- -----------
Balance as of September 30, 1997..... 100 $ 10,000 $ 2,386,390 $ 2,396,390
=== ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-27
<PAGE>
THE HACKETT GROUP, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1997 THROUGH SEPTEMBER 30, 1997
AND FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- --------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).......................... $1,435,960 $(113,672) $1,060,052
---------- --------- ----------
Adjustments to reconcile net income (loss)
to net cash provided by operations:
Depreciation and amortization............. 85,348 83,015 52,705
Changes in assets and liabilities:
(Increase) decrease in accounts receivable
and unbilled revenue..................... (271,497) 99,955 (739,094)
Decrease (increase) in prepaid expenses
and other current and non-current
assets................................... 24,492 (25,600) 119
Increase in accounts payable.............. 102,165 98,611 --
Increase (decrease) in accrued expenses
and other current liabilities............ 1,398,866 (12,841) (37,158)
Increase in deferred revenue.............. 160,000 140,000 --
---------- --------- ----------
Total adjustments....................... 1,499,374 383,140 (723,428)
---------- --------- ----------
Net cash flows provided by operations... 2,935,334 269,468 336,624
---------- --------- ----------
Cash flows from investing activities:
Purchases of property and equipment........ (57,355) (124,788) (165,086)
---------- --------- ----------
Net cash flows used in investing
activities............................. (57,355) (124,788) (165,086)
---------- --------- ----------
Cash flows from financing activities:
Stockholder's distributions................ -- -- (199,061)
---------- --------- ----------
Net cash flows used in financing
activities............................. -- -- (199,061)
---------- --------- ----------
Net increase (decrease) in cash and cash
equivalents................................ 2,877,979 144,680 (27,523)
Cash and cash equivalents at beginning of
period..................................... 240,532 95,852 123,375
---------- --------- ----------
Cash and cash equivalents at end of period.. $3,118,511 $ 240,532 $ 95,852
========== ========= ==========
Supplemental disclosure of cash flows
information:
Cash paid for interest.................... $ -- $ -- $ --
Cash paid for taxes....................... $ -- $ -- $ --
Non cash stockholder's distributions...... $ 457,000 $ -- $ --
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-28
<PAGE>
THE HACKETT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
The Hackett Group, Inc. (the "Company") is a consulting firm, principally
focused on providing benchmarking and business process redesign services in
the finance and human resources functional areas. The Company provides its
services mostly to Fortune 500 companies located in the United States and
Canada.
Management's 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
The Company derives substantially all of its revenues from benchmarking and
management consulting. Revenues are recognized as the service is provided,
principally on a fixed fee basis. Losses on projects in progress are
recognized when known. Net revenues exclude reimbursable expenses charged to
clients. Deferred revenue arises whenever clients pay the Company in advance
of services provided.
Cash and Cash Equivalents
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets of five years. Expenditures for repairs and
maintenance are charged to expense as incurred. Expenditures for betterments
and major improvements are capitalized. The carrying amounts of assets sold or
retired and related accumulated depreciation are eliminated in the year of
disposal and the resulting gains and losses are included in income.
Income Taxes
The Company has elected to be taxed as an S corporation under the provisions
of the Internal Revenue Code. Under those provisions, the Company does not pay
federal income taxes on its taxable income. The stockholder reflects on his
individual federal income tax return the Company's taxable income or loss
subject to statutory limitations.
Concentration of Credit Risk
The Company provides its services primarily to Fortune 500 companies. The
Company performs ongoing credit evaluations of its major customers and
maintains reserves for potential credit losses to the extent they are
identified. Such losses have been insignificant and are within management's
expectations. Six, five and six major customers comprised approximately 53%,
41% and 57% of net revenues for the period January 1, 1997 through September
30, 1997 and for the years ended December 31, 1996 and 1995, respectively.
F-29
<PAGE>
THE HACKETT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997.
Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. (See Note 6).
2. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of September 30, 1997
and December 31, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Equipment........................................ $ 595,512 $ 541,157
Furniture and fixtures........................... 111,413 108,413
Leasehold improvements........................... 23,049 23,049
--------- ---------
Total cost....................................... 729,974 672,619
Less accumulated depreciation.................... (310,429) (225,081)
--------- ---------
$ 419,545 $ 447,538
========= =========
3. LEASE COMMITMENTS:
The Company has an operating lease agreement for its premises that expires
in September 2000. The future minimum rental is currently $8,317 per month and
is subject to an annual adjustment based on the Consumer Price Index which
will be capped between 3% and 6%. The Company subleases a portion of its
premises at $1,425 per month, subject to the same increases as the Company's
lease and during the same term.
The Company has also entered into two operating leases for office equipment.
Rent expense for the period January 1, 1997 through September 30, 1997 and for
the years ended December 31, 1996 and 1995 was $90,054, $80,505 and $50,528,
respectively.
Minimum future lease and sublease commitments under noncancelable operating
leases in effect at September 30, 1997, are presented as follows:
<CAPTION>
LEASES SUBLEASE
------------- ------------
<S> <C> <C>
1998............................................. $109,211 $ 17,789
1999............................................. 107,901 18,323
2000............................................. 73,666 12,457
2001............................................. 240 --
--------- ---------
Total minimum lease and sublease payments...... $291,018 $ 48,569
========= =========
</TABLE>
F-30
<PAGE>
THE HACKETT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:
Accrued expenses and other current liabilities consist of the following as
of September 30, 1997 and December 31, 1996:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Accrued payroll and payroll-related expenses.... $1,623,000 $233,401
Shareholder distribution........................ 457,000 --
Other accrued expenses.......................... 16,212 6,945
---------- --------
$2,096,212 $240,346
========== ========
</TABLE>
5. PROFIT SHARING PLAN:
The Company maintains a 401(K) and profit sharing plan (the "Plan") which
covers substantially all of its employees. Under the Plan, employees may
contribute up to 15% of their compensation through salary deferrals. The
Company matches such contributions on a discretionary basis. The Company did
not record any expense relating to profit sharing for the period January 1,
1997 through September 30, 1997. The Company recorded an expense in the amount
of $212,379 and $87,589 for the years ended December 31, 1996 and 1995,
respectively.
6. SUBSEQUENT EVENT:
On October 13, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for cash and AnswerThink stock.
F-31
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and
Stockholders of Relational Technologies, Inc.
Norcross, Georgia
We have audited the accompanying balance sheets of Relational Technologies,
Inc. as of July 31, 1997 and December 31, 1996, and the related statements of
operations, stockholders' equity, and cash flows for the period January 1,
1997 through July 31, 1997 and for the year ended December 31, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above present fairly,
in all material respects, the financial position of Relational Technologies,
Inc. as of July 31, 1997 and December 31, 1996 and the results of its
operations and its cash flows for the period January 1, 1997 through July 31,
1997 and for the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Coopers & Lybrand L.L.P.
Miami, Florida
February 27, 1998
F-32
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
BALANCE SHEETS
JULY 31, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
AS OF
-----------------------
JULY 31, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 157,195 $ --
Accounts receivable and unbilled revenue............. 1,643,528 879,738
Other current assets................................. 70,049 52,821
---------- ----------
Total current assets............................... 1,870,772 932,559
Property and equipment, net............................ 57,574 55,776
Other assets........................................... 11,287 8,910
Goodwill, net of amortization of $72,076 and $50,140,
respectively.......................................... 490,000 511,936
---------- ----------
Total assets....................................... $2,429,633 $1,509,181
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Cash overdraft....................................... $ -- $ 115,562
Accounts payable..................................... 89,666 146,029
Accrued expenses and other current liabilities....... 1,262,572 368,448
Line of credit....................................... -- 26,073
Long-term debt, current portion...................... -- 33,642
Deferred revenue..................................... 155,775 38,000
---------- ----------
Total current liabilities.......................... 1,508,013 727,754
Long-term debt and note payable to stockholder....... -- 206,008
---------- ----------
Total liabilities.................................. 1,508,013 933,762
---------- ----------
Stockholders' equity:
Common stock, no par value, authorized 1,000,000
shares; issued and outstanding 100,000 shares at
July 31, 1997 and December 31, 1996................. 100,000 100,000
Retained earnings.................................... 821,620 475,419
---------- ----------
Total stockholders' equity......................... 921,620 575,419
---------- ----------
Total liabilities and stockholders' equity......... $2,429,633 $1,509,181
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-33
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS
FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Net revenues............................................ $4,529,401 $4,378,789
Costs and expenses:
Project personnel and expenses........................ 2,392,033 2,421,739
Selling, general and administrative................... 1,200,111 1,199,926
---------- ----------
Total costs and operating expenses.................... 3,592,144 3,621,665
---------- ----------
Income from operations.................................. 937,257 757,124
Interest expense........................................ (60,312) (111,289)
---------- ----------
Income before income taxes.............................. 876,945 645,835
Provision for income taxes.............................. -- (251,889)
---------- ----------
Net income.............................................. $ 876,945 $ 393,946
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-34
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996
<TABLE>
<CAPTION>
COMMON COMMON RETAINED
STOCK SHARES STOCK EARNINGS TOTAL
------------ --------- --------- ---------
<S> <C> <C> <C> <C>
Balance as of December 31, 1995... 100,000 $ 100,000 $ 81,473 $ 181,473
Net income........................ -- -- 393,946 393,946
------- --------- --------- ---------
Balance as of December 31, 1996... 100,000 100,000 475,419 575,419
Net income........................ -- -- 876,945 876,945
Stockholders' distributions....... -- -- (530,744) (530,744)
------- --------- --------- ---------
Balance as of July 31, 1997....... 100,000 $ 100,000 $ 821,620 $ 921,620
======= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-35
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
FOR THE PERIOD JANUARY 1, 1997 THROUGH JULY 31, 1997 AND FOR THE YEAR ENDED
DECEMBER 31, 1996
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income.............................................. $ 876,945 $ 393,946
--------- ---------
Adjustments to reconcile net income to net cash provided
by operations:
Depreciation and amortization......................... 54,805 78,149
Changes in assets and liabilities:
Increase in accounts receivable and unbilled revenue.. (763,790) (486,874)
Increase in other current assets...................... (17,228) (14,868)
Decrease in accounts payable.......................... (56,363) (5,408)
Increase in accrued expenses and other current
liabilities.......................................... 712,061 278,857
Increase (decrease) in deferred revenue............... 117,775 (9,725)
Increase in other assets.............................. (2,377) (8,910)
--------- ---------
Total adjustments.................................... 44,883 (168,779)
--------- ---------
Net cash flows provided by operations.................... 921,828 225,167
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment..................... (34,667) (69,813)
--------- ---------
Net cash flows used in investing activities.......... (34,667) (69,813)
--------- ---------
Cash flows from financing activities:
Stockholders' distributions............................. (348,681) --
Proceeds from issuance of long-term debt................ -- 250,000
Principal payments on long-term debt.................... (239,650) (10,350)
Decrease in bank line of credit......................... (26,073) (110,854)
Payments under earn-out termination agreement........... -- (360,000)
--------- ---------
Net cash flows used in financing activities.............. (614,404) (231,204)
--------- ---------
Net increase (decrease) in cash and cash equivalents..... 272,757 (75,850)
Cash and cash equivalents at beginning of period......... (115,562) (39,712)
--------- ---------
Cash and cash equivalents at end of period............... $ 157,195 $(115,562)
========= =========
Supplemental disclosure of cash flows information:
Cash paid for interest................................ $ 60,312 $ 111,289
Cash paid for taxes................................... $ -- $ 336,000
Non cash stockholders' distributions.................. $ 182,063 $ --
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-36
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
Relational Technologies, Inc. ("the Company") is a nationwide provider of a
wide range of technology consulting services. Its primary offerings are:
Management Consulting (business process reengineering, technology assessments
and financial modeling), Oracle software package implementation, Technical
Services (customization, product development, RDBMS, and Unix), and IS
facilities management.
The Company provides its services to clients in a broad range of industries
including high technology, consumer and industrial products, diversified
services and government.
Management's 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
The Company derives substantially all of its revenues from information
technology and management consulting, software development and implementation,
and package software evaluation and implementation services. Revenues from
management consulting and package software evaluation and implementation
services are recognized as the service is provided, principally on a time and
material basis. Losses on projects in progress are recognized when known. Net
revenues exclude reimbursable expenses charged to clients. Deferred revenue
arises whenever clients pay the Company in advance of services provided.
Cash and Cash Equivalents
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets ranging from 3 to 7 years. Expenditures for repairs
and maintenance are charged to expense as incurred. Expenditures for
betterments and major improvements are capitalized. The carrying amounts of
assets sold or retired and related accumulated depreciation are removed from
the accounts in the year of disposal and any resulting gains or losses are
included in the statement of operations.
Intangible Assets
Goodwill, related to the acquisition of the Company during 1995, is being
amortized over fifteen years on a straight-line basis. The Company recorded
amortization expense of $21,936 and $37,605 for the period January 1, 1997
through July 31, 1997 and for the year ended December 31, 1996, respectively.
The carrying value of goodwill is subject to periodic review of realizability.
F-37
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Income Taxes
On January 1, 1997, the Company elected to be taxed as an S corporation
under the provisions of the Internal Revenue Code. Under those provisions, the
Company does not pay federal income taxes on its taxable income. The
stockholders will reflect on their individual income tax returns their
respective share of the Company's taxable income or loss subject to statutory
limitations.
Concentration of Credit Risk
The Company provides its services primarily to Fortune 1000 companies. The
Company performs ongoing credit evaluations of its major customers and
maintains reserves for potential credit losses to the extent they are
identified. Such losses have been insignificant and are within management's
expectations. Nine and seven major customers comprised approximately 83% and
74% of net revenues for the period January 1, 1997 through July 31, 1997 and
for the year ended December 31, 1996, respectively.
Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997.
Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company. (See Note 8).
F-38
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
2. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of July 31, 1997 and
December 31, 1997:
<TABLE>
<CAPTION>
JULY 31, DECEMBER 31,
1997 1996
-------- ------------
<S> <C> <C>
Computer equipment.................................... $125,453 $92,761
Software.............................................. 15,116 15,116
Furniture and leasehold improvements.................. 4,611 2,636
-------- -------
Total cost.......................................... 145,180 110,513
Less accumulated depreciation......................... (87,606) (54,737)
-------- -------
$ 57,574 $55,776
======== =======
</TABLE>
3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:
Accrued expenses and other current liabilities consists of the following as
of July 31, 1997 and December 31, 1996:
<TABLE>
<CAPTION>
JULY 31, DECEMBER 31,
1997 1996
---------- ------------
<S> <C> <C>
Accrued payroll and payroll related expenses......... $ 749,853 $295,482
Other accrued expenses............................... 330,656 72,966
Stockholder distribution............................. 182,063 --
---------- --------
$1,262,572 $368,448
========== ========
</TABLE>
4. DEBT:
The Company has a $700,000 bank line of credit which bears interest at the
prime rate and expires on August 31, 1997. The line of credit is
collateralized by the personal assets of a stockholder of the Company. As of
July 31, 1997 and December 31, 1996, the Company had a balance outstanding of
$0 and $26,073, respectively.
The Company had a $200,000 note payable to a stockholder which bore interest
at 12% per annum with a maturity date of February 28, 1998. The terms of the
note required monthly interest payments with the principal balance due at
maturity. The note was collateralized by the accounts receivable of the
Company. The note was paid during 1997.
The Company had a $50,000 note payable to an unaffiliated lender which bore
interest at 12% per annum. The terms of the note required monthly installments
of principal and interest through the maturity date of March 1, 1998. The note
was collateralized by the accounts receivable of the Company. The principal
balance as of December 31, 1996 was $39,650. The note was paid during 1997.
Maturities of long-term debt as of December 31, 1996 is presented as
follows:
<TABLE>
<S> <C>
Total debt......................................................... $239,650
Less current portion............................................... (33,642)
--------
Long-term portion.................................................. $206,008
========
</TABLE>
F-39
<PAGE>
RELATIONAL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
5. LEASE COMMITMENTS:
The Company has operating lease agreements for premises and equipment that
expire on various dates through March, 2000. The operating lease agreements
for premises are subject to escalation. Rent expense for the period January 1,
1997 through July 31, 1997 and for the year ended December 31, 1996 was
$66,401 and $99,833, respectively.
Minimum future lease commitments under noncancelable operating leases in
effect at July 31, 1997 are presented as follows:
<TABLE>
<S> <C>
1998................................................................ $37,653
1999................................................................ 15,045
2000................................................................ 3,825
-------
Total minimum lease payments...................................... $56,523
=======
</TABLE>
6. PROFIT SHARING PLAN:
The Company maintains a 401(K) plan (the "Plan") which covers substantially
all of its employees. Under the Plan, employer contributions are
discretionary. There were no contributions to the Plan for the period January
1, 1997 through July 31, 1997 and for the year ended December 31, 1996,
contributions totaled $30,000.
7. EARN-OUT TERMINATION AGREEMENT:
The asset purchase agreement dated September 1, 1995 between the current
stockholders and the prior owners of the Company, contained earn-out
provisions as a part of the purchase price. On January 25, 1996, an agreement
was reached with the seller to settle future payments under the agreement for
a sum of $360,000. The amount due was accrued as of December 31, 1995, and was
paid during the first quarter of 1996.
8. SUBSEQUENT EVENT:
On August 1, 1997, the Company agreed to be acquired by AnswerThink
Consulting Group, Inc. ("AnswerThink"). Under the terms of that transaction,
AnswerThink acquired all of the outstanding stock of the Company in exchange
for AnswerThink stock.
F-40
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of Legacy Technology, Inc.
Burlington, Massachusetts
We have audited the accompanying balance sheet of Legacy Technology, Inc. as
of December 31, 1997, and the related statement of operations, stockholders'
equity, and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Legacy Technology, Inc. as
of December 31, 1997 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
Coopers & Lybrand L.L.P.
Miami, Florida
February 27, 1998
F-41
<PAGE>
LEGACY TECHNOLOGY, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents........................... $ 151,292 $ 44,687
Accounts receivable and unbilled revenue, net....... 1,024,103 683,027
Prepaid expenses and other current assets........... 59,535 83,558
---------- --------
Total current assets.............................. 1,234,930 811,272
Property and equipment, net........................... 148,150 123,150
Deferred income taxes................................. 39,568 36,271
---------- --------
Total assets...................................... $1,422,648 $970,693
========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................... $ 114,237 $240,222
Accrued payroll and payroll-related expenses........ 440,479 416,852
Taxes payable....................................... 100,431 97,134
Long-term debt, current portion..................... 5,356 5,546
Stockholder note payable............................ 33,000 33,000
Deferred revenue.................................... 501,778 --
---------- --------
Total current liabilities......................... 1,195,281 792,754
Long-term debt, less current portion.................. 4,375 3,753
---------- --------
Total liabilities................................. 1,199,656 796,507
---------- --------
Commitments and contingencies.........................
Stockholders' equity:
Common stock, no par value, 200,000 shares
authorized; 106,800 shares issued and outstanding.. 3,500 3,500
Retained earnings................................... 219,492 170,686
---------- --------
Total stockholders' equity........................ 222,992 174,186
---------- --------
Total liabilities and stockholders' equity........ $1,422,648 $970,693
========== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-42
<PAGE>
LEGACY TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED FOR THE THREE
DECEMBER 31, MONTHS ENDED
1997 MARCH 31, 1998
------------ --------------
(UNAUDITED)
<S> <C> <C>
Net revenues........................................ $5,197,329 $1,332,263
Costs and expenses:
Project personnel and expenses.................... 2,686,646 699,033
Selling, general and administrative............... 2,567,597 680,016
---------- ----------
Total costs and operating expenses................ 5,254,243 1,379,049
---------- ----------
Loss from operations................................ (56,914) (46,786)
Other income (expense):
Interest and other income......................... 6,404 1,800
Interest expense.................................. (12,698) (3,820)
---------- ----------
Loss before income taxes............................ (63,208) (48,806)
Income tax benefit.................................. 6,081 --
---------- ----------
Net loss............................................ $ (57,127) $ (48,806)
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-43
<PAGE>
LEGACY TECHNOLOGY, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON
STOCK COMMON RETAINED
SHARES STOCK EARNINGS TOTAL
------- ------ -------- --------
<S> <C> <C> <C> <C>
Balance as of December 31, 1996............. 106,800 $3,500 $276,619 $280,119
Net loss.................................... -- -- (57,127) (57,127)
------- ------ -------- --------
Balance as of December 31, 1997............. 106,800 $3,500 $219,492 $222,992
Net loss (unaudited)........................ -- -- (48,806) (48,806)
------- ------ -------- --------
Balance as of March 31, 1998 (unaudited).... 106,800 $3,500 $170,686 $174,186
======= ====== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-44
<PAGE>
LEGACY TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE FOR THE THREE
YEAR ENDED MONTHS ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------ -------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net loss........................................... $ (57,127) $ (48,806)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization..................... 151,462 25,000
Deferred income taxes............................. (106,512) 3,297
Changes in assets and liabilities:
Decrease in accounts receivable and unbilled
revenue.......................................... 195,446 341,076
Increase in prepaid expenses and other current
assets........................................... (28,630) (24,023)
Increase in accounts payable...................... 55,173 125,985
Increase (decrease) in accrued payroll and
payroll-related expenses......................... 215,722 (23,627)
Increase (decrease) in taxes payable.............. 100,431 (3,297)
Decrease in deferred revenue...................... (234,722) (501,778)
--------- ---------
Net cash provided by (used in) operating
activities..................................... 291,243 (106,173)
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment................. (134,905) --
--------- ---------
Net cash used in investing activities........... (134,905) --
--------- ---------
Cash flows from financing activities:
Stockholder advances............................... 33,000 --
Repayment of long-term debt........................ (90,123) (432)
--------- ---------
Net cash used in financing activities........... (57,123) (432)
--------- ---------
Net increase (decrease) in cash and cash
equivalents........................................ 99,215 (106,605)
Cash and cash equivalents at beginning of period.... 52,077 151,292
--------- ---------
Cash and cash equivalents at end of period.......... $ 151,292 $ 44,687
========= =========
Supplemental disclosure of cash flows information:
Cash paid for interest............................. $ 12,698 $ 3,820
========= =========
</TABLE>
The accompanying notes are integral part of the financial statements.
F-45
<PAGE>
LEGACY TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Nature of Business
Legacy Technology, Inc. (the "Company") is engaged in all facets of computer
consulting, primarily in the development of data warehouses and decision
support systems.
Management's 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.
Interim Financial Statements
The consolidated financial statements for the three-month period ended March
31, 1998, and all related footnote information for the quarter, are unaudited,
and reflect all normal and recurring adjustments which are, in the opinion of
management, necessary for a fair presentation of the financial position,
operating results and cash flows for the interim period. The results of
operation for the three-month period ended March 31, 1998 are not necessarily
indicative of the results to be achieved for the 1998 fiscal year.
Revenue Recognition
The Company derives substantially all of its revenues from information
technology and management consulting, software development and implementation,
and package software evaluation and implementation services. Revenues from
management consulting and package software evaluation and implementation
services are recognized as the service is provided, principally on a time and
material basis. Losses on projects in progress are recognized when known. Net
revenues exclude reimbursable expenses charged to clients. Deferred revenue
arises whenever clients pay the Company in advance of services provided.
Cash and Cash Equivalents
The Company considers all short-term investments with maturities of three
months or less when purchased to be cash equivalents. The Company places its
temporary cash investments with high credit quality financial institutions. At
times, such investments may be in excess of the F.D.I.C. insurance limits. The
Company has not experienced any loss to date on these investments.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation.
Depreciation is provided using the straight-line method over the estimated
useful life of the assets ranging from 3 to 7 years. During 1997, the Company
evaluated the estimated useful life used for its computer equipment and
adjusted depreciation expense accordingly by approximately $100,000.
Expenditures for repairs and maintenance are charged to expense as incurred.
Expenditures for betterments and major improvements are capitalized. The
carrying amounts of assets sold or retired and related accumulated
depreciation are removed from the accounts in the year of disposal and any
resulting gains or losses are included in the statement of operations.
Income Taxes
The Company records income taxes using the liability method. Under this
method, the Company records deferred taxes based on temporary taxable and
deductible differences between the tax bases of the Company's assets and
liabilities and their financial reporting bases. A valuation allowance is
established when it is more likely than not that some or all of the deferred
tax assets will not be realized.
F-46
<PAGE>
LEGACY TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Concentration of Credit Risk
The Company provides its services primarily to Fortune 1000 companies and
other sophisticated buyers of IT consulting services. The Company performs
ongoing credit evaluations of its major customers and maintains reserves for
potential credit losses to the extent they are identified. Such losses have
been insignificant and are within management's expectations. During the year
ended December 31, 1997, five customers accounted for approximately 70% of net
revenues.
Recent Accounting Pronouncements
In June 1997, the FASB issued SFAS No. 130 "Reporting Comprehensive Income"
which establishes standards for reporting and display of comprehensive income
and its components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. This statement is effective for fiscal
years beginning after December 15, 1997.
In June 1997, the FASB issued SFAS No. 131 "Disclosure about Segments of an
Enterprise and Related Information" which establishes standards for public
business enterprises to report information about operating segments in annual
financial statements and requires those enterprises to report selected
information about operating segments in interim financial reports issued to
shareholders. This statement is effective for financial statements for periods
beginning after December 15, 1997.
Management is currently evaluating the requirements of SFAS No. 130 and No.
131 and their applicability to the Company.
2. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following as of December 31, 1997 and
March 31, 1998:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Equipment........................................... $ 408,484 $408,484
Furniture and fixtures.............................. 25,972 25,972
--------- --------
Total cost........................................ 434,456 434,456
Less accumulated depreciation....................... (286,306) (311,306)
--------- --------
$ 148,150 $123,150
========= ========
</TABLE>
3. DEBT:
Debt is comprised of the following as of December 31, 1997 and March 31,
1998:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Note payable to a bank, monthly installments of
$513 of principal and interest at 9.9%, due August
1999, collateralized by Company assets............ $ 9,731 $ 9,299
Less current portion............................ (5,356) (5,546)
------- -------
Long-term portion............................... $ 4,375 $ 3,753
======= =======
</TABLE>
F-47
<PAGE>
LEGACY TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
4. INCOME TAXES:
The tax effects of significant items comprising the Company's net deferred
tax asset as of December 31, 1997 and March 31, 1998 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Deferred tax assets
Credits........................................... $27,379 $ --
Unearned revenue.................................. 188,819 --
Section 481 adjustment............................ -- 36,271
------- -------
216,198 36,271
Less: Valuation allowance....................... -- --
------- -------
Total deferred tax asset........................ 216,198 36,271
------- -------
Deferred tax liabilities
Accrual to cash adjustment........................ 176,630 --
------- -------
Total deferred tax liability.................... 176,630 --
------- -------
Total, net...................................... $39,568 $36,271
======= =======
</TABLE>
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Current
Federal........................................... $ 85,752 $(2,815)
State............................................. 14,679 (482)
--------- -------
100,431 (3,297)
--------- -------
Deferred
Federal........................................... (90,944) 2,815
State............................................. (15,568) 482
--------- -------
(106,512) 3,297
--------- -------
$ (6,081) $ --
========= =======
</TABLE>
5. LEASE COMMITMENTS:
The Company has two operating lease agreements for its premises that expire
March 30, 2000 and May 30, 2000, respectively. The operating lease agreements
are subject to escalation. Rent expense for the year ended December 31, 1997
and the three-month period ended March 31, 1998 was approximately $157,000 and
$67,000, respectively.
F-48
<PAGE>
LEGACY TECHNOLOGY, INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
Minimum future lease commitments under the operating leases in effect at
December 31, 1997, is presented as follows:
<TABLE>
<S> <C>
1998................................................................ $177,325
1999................................................................ 180,056
2000................................................................ 49,819
--------
Total minimum lease payments...................................... $407,200
========
</TABLE>
F-49
<PAGE>
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Unaudited Pro Forma Combined Balance Sheet of the Company at
April 3, 1998 has been prepared to give effect to the acquisition of Legacy
Technology, Inc. (the "Legacy Acquisition") that was expected to close during
the second quarter as if it had occurred on April 3, 1998. On May 20, 1998,
the Legacy Acquisition was completed on terms substantially similar to those
assumed in the Pro Forma Consolidated Financial Information. Accordingly, the
changes from the definitive agreement to the final agreement have not been
reflected in the accompanying Pro Forma Financial Information as such amounts
would not have a material impact on the results presented. The Unaudited Pro
Forma Combined Balance Sheet is also adjusted to reflect the Offering and the
application of the net proceeds therefrom, including the repayment of
indebtedness as if the Offering had occurred on April 3, 1998.
The following Unaudited Pro Forma Consolidated Statement of Operations of the
Company for the period April 23, 1997 (date of inception) through January 2,
1998 have been prepared to give effect to (i) the acquisitions of Relational
Technologies, Inc., The Hackett Group, Inc. and Delphi Partners, Inc. on
August 1, 1997, October 13, 1997 and November 12, 1997, respectively (the
"1997 Acquisitions") (ii) the Legacy Acquisition, and (iii) the Conversion
(the "Conversion") into a total of 7,160,104 shares of Common Stock of all of
the Company's outstanding shares of Class A Convertible Preferred Stock and
Class B Convertible Preferred Stock concurrent with the Offering, (iv) the
sale of 2,850,000 Shares of Common Stock by the Company and the application of
the net proceeds therefrom, as if such transactions had occurred as of April
23, 1997. The following Unaudited Pro Forma Consolidated Statement of
Operations of the Company for the quarter ended April 3, 1998, give effect to
(i) the Legacy Acquisition, (ii) the Conversion and (iii) the sale of
2,850,000 shares of Common Stock by the Company and the application of the net
proceeds therefrom, as if such transactions had occurred as of April 23, 1997.
Under the terms of certain earn-out provisions contained in their respective
purchase agreements, the sellers of The Hackett Group, Inc., Delphi Partners,
Inc. and Legacy Technology, Inc. may be entitled to additional consideration.
In March 1998, the Company waived the earnout provisions in The Hackett Group,
Inc. purchase agreement and recorded additional goodwill of $3,100,000. The
maximum amount that can be earned by the sellers of Delphi Partners, Inc. and
Legacy Technology, Inc., which has not already been recorded in the Company's
financial statements, is $2,500,000 and $1,300,000, respectively. The
additional goodwill recorded by the Company in connection with the acquisition
of The Hackett Group, Inc., combined with the maximum amount of additional
goodwill which could be recorded by the Company in connection with the
acquisition of Delphi Partners, Inc. and Legacy Technology, Inc. would
increase the Company's annual amortization expense by approximately $460,000.
The Unaudited Pro Forma Consolidated Financial Information is not indicative
of the results that would have occurred if the transactions had occurred on
the dates indicated or which may be realized in the future. The Unaudited Pro
Forma Consolidated Financial Information should be read in conjunction with
the historical financial statements of the companies acquired in connection
with the 1997 Acquisitions and the Legacy Acquisition and the Company's
Consolidated Financial Statements and the notes thereto included elsewhere in
this Prospectus.
PF-1
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
APRIL 3, 1998
<TABLE>
<CAPTION>
LEGACY PRO FORMA
HISTORICAL ACQUISITION ADJUSTMENTS PRO FORMA OFFERING PRO FORMA
(A) (B) (C) COMBINED ADJUSTMENTS REFERENCE AS ADJUSTED
------------ ----------- ----------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents............ $ 3,944,221 $ 44,687 $ -- $ 3,988,908 $19,536,500 (D)(E)(F) $ 23,525,408
Accounts receivable and
unbilled revenue, net.. 14,010,003 683,027 -- 14,693,030 -- 14,693,030
Prepaid expenses and
other current assets... 631,898 83,558 -- 715,456 -- 715,456
------------ -------- ----------- ------------ ----------- ------------
Total current assets... 18,586,122 811,272 -- 19,397,394 19,536,500 38,933,894
Property and equipment,
net.................... 2,382,023 123,150 -- 2,505,173 -- 2,505,173
Other assets............ 1,979,198 36,271 -- 2,015,469 -- 2,015,469
Goodwill, net........... 14,893,924 -- 5,825,814 20,719,738 -- 20,719,738
------------ -------- ----------- ------------ ----------- ------------
Total assets........... $ 37,841,267 $970,693 $ 5,825,814 $ 44,637,774 $19,536,500 $ 64,174,274
============ ======== =========== ============ =========== ============
LIABILITIES AND
SHAREHOLDERS' EQUITY
Accounts payable........ $ 1,823,813 $337,356 $ -- $ 2,161,169 $ -- $ 2,161,169
Accrued expenses and
other liabilities...... 6,562,561 416,852 -- 6,979,413 -- 6,979,413
Notes payable to
shareholders, current
portion................ 5,950,000 33,000 2,770,000 8,753,000 (6,520,000) (F) 2,233,000
------------ -------- ----------- ------------ ----------- ------------
Total current
liabilities........... 14,336,374 787,208 2,770,000 17,893,582 (6,520,000) 11,373,582
------------ -------- ----------- ------------ ----------- ------------
Obligations under
capital leases......... 324,048 -- -- 324,048 -- 324,048
Borrowings under
revolving credit
facility............... 7,500,000 9,299 -- 7,509,299 (7,500,000) (E) 9,299
Notes payable to
shareholders........... 1,896,000 -- -- 1,896,000 -- 1,896,000
------------ -------- ----------- ------------ ----------- ------------
Total long-term
liabilities........... 9,720,048 9,299 -- 9,729,347 (7,500,000) 2,229,347
------------ -------- ----------- ------------ ----------- ------------
Convertible preferred
stock.................. 11,140,191 -- (11,140,191) -- -- --
------------ -------- ----------- ------------ ----------- ------------
Common stock............ 23,200 3,500 3,929 30,629 2,850 (D) 33,479
Additional paid-in
capital................ 55,779,486 -- 14,362,762 70,142,248 33,553,650 (D) 103,695,898
Unearned compensation--
restricted stock....... (1,614,407) -- -- (1,614,407) -- (1,614,407)
Accumulated deficit..... (51,543,625) 170,686 (170,686) (51,543,625) -- (51,543,625)
------------ -------- ----------- ------------ ----------- ------------
Total shareholders'
equity................ 2,644,654 174,186 14,196,005 17,014,845 33,556,500 50,571,345
------------ -------- ----------- ------------ ----------- ------------
Total liabilities and
shareholders' equity.. $ 37,841,267 $970,693 $ 5,825,814 $ 44,637,774 $19,536,500 $ 64,174,274
============ ======== =========== ============ =========== ============
</TABLE>
See accompanying notes to Unaudited Pro Forma Consolidated Balance Sheet
PF-2
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
A. Represents the historical consolidated balance sheet of the Company as of
April 3, 1998.
B. Represents the Legacy Acquisition for which a definitive agreement was
executed in April, 1998 and which was expected to close during the second
quarter.
C. Represents the adjustment to record the purchase price of the Legacy
Acquisition. The purchase price consists of a $2.8 million promissory note
and 269,166 shares of Common Stock at an assumed value of $3,230,000. Also
represents the Conversion of all convertible preferred stock into common
stock at a four-to-one conversion rate.
D. Assumes receipt of net proceeds of $33,556,500 ($37,050,000 less $3,493,500
in issuance and Offering costs) from the Offering and assumes the
Underwriters' over-allotment option is not exercised.
E. Assumes repayment of all outstanding bank debt with the Offering proceeds.
The debt is scheduled for repayment with a balloon payment due on November
7, 2000. The interest rate on the debt is at varying rates, principally
LIBOR plus 2.25-3.25%.
F. Assumes repayment of short-term debt owed to the sole stockholder in
connection with the Company's purchase of The Hackett Group, Inc. As of
January 2, 1998, $3,750,000 is payable on the earlier of March 31, 1999 or
the date the Company completes an initial public offering of its stock. The
note bears interest at 12%. The remaining Hackett Group stockholder notes
are scheduled to be paid on March 31, 1999. Also assumes repayment of debt
amounting to $2,770,000 owed to the Legacy stockholders in connection with
the Legacy Acquisition. The short-term note is payable upon the earlier of
the completion of an initial public offering of the Company's Common Stock
or over a 12-month period commencing on October 1, 1998 and bears interest
at a rate of 6%.
PF-3
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 23, 1997 (DATE OF INCEPTION) THROUGH JANUARY 2, 1998
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
-------------------------------------- --------------------------
LEGACY LEGACY
THE COMPANY ACQUISITIONS ACQUISITION ACQUISITION ACQUISITION OFFERING
(A) (B) (C) ADJUSTMENTS ADJUSTMENTS PRO FORMA ADJUSTMENTS
------------ ------------ ----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues..... $ 14,848,172 $13,968,338 $5,197,329 $ -- $ -- $ 34,013,839 $ --
Costs and
expenses:
Project
personnel and
expenses....... 13,333,921 6,668,208 2,686,646 -- -- 22,688,775 --
Selling, general
and
administrative.. 8,084,558 5,558,301 2,567,597 362,390(D) 285,000(D) 16,857,846 --
Settlement
costs.......... 1,902,608 -- -- -- -- 1,902,608(E) --
In-process
research and
development
technology..... 4,000,000 -- -- -- -- 4,000,000(F) --
------------ ----------- ---------- --------- --------- ------------ --------
Total costs and
operating
expenses....... 27,321,087 12,226,509 5,254,243 362,390 285,000 45,449,229 --
------------ ----------- ---------- --------- --------- ------------ --------
Income (loss)
from
operations...... (12,472,915) 1,741,829 (56,914) (362,390) (285,000) (11,435,390)
Other income
(expense):
Interest income
(expense),
net............ 382,463 28,437 (6,294) (419,664)(G) (176,588)(G) (191,646) 711,807(H)
Income tax
benefit........ -- -- 6,081 -- -- 6,081 --
------------ ----------- ---------- --------- --------- ------------ --------
Net income (loss)
(I)............. $(12,090,452) $ 1,770,266 $ (57,127) $(782,054) $(461,588) $(11,620,955) $711,807
============ =========== ========== ========= ========= ============ ========
Net loss per
common share--
basic and
diluted......... $ (1.91) $ (0.80)
============ ============
Weighted average
common shares
outstanding..... 6,342,319 14,596,917
<CAPTION>
PRO FORMA AS
ADJUSTED
---------------
<S> <C>
Net revenues..... $ 34,013,839
Costs and
expenses:
Project
personnel and
expenses....... 22,688,775
Selling, general
and
administrative.. 16,857,846
Settlement
costs.......... 1,902,608
In-process
research and
development
technology..... 4,000,000
---------------
Total costs and
operating
expenses....... 45,449,229
---------------
Income (loss)
from
operations...... (11,435,390)
Other income
(expense):
Interest income
(expense),
net............ 520,161
Income tax
benefit........ 6,081
---------------
Net income (loss)
(I)............. $(10,909,148)
===============
Net loss per
common share--
basic and
diluted......... $ (0.70)
===============
Weighted average
common shares
outstanding..... 15,675,379(J)
</TABLE>
See accompanying notes to Unaudited Pro Forma Consolidated Statement of
Operations.
PF-4
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
A. Represents the historical consolidated statement of operations of the
Company for the period April 23, 1997 (date of inception) through January
2, 1998.
B. Represents the historical consolidated statement of operations of the 1997
Acquisitions from April 23, 1997 (date of inception) until such 1997
Acquisitions were completed by the Company.
C. Represents the historical statement of operations of Legacy Technology,
Inc. from April 23, 1997 through January 2, 1998.
D. Adjusts goodwill amortization expense to reflect the allocation of the
purchase price for each of the 1997 Acquisitions and the Legacy Acquisition
beginning on April 23, 1997 using a 15-year life. On August 1, 1997, the
Company acquired Relational Technologies, Inc. in exchange for 1,220,700
restricted shares of Common Stock valued at approximately $610,000. On
October 13, 1997, the Company acquired The Hackett Group, Inc., for
$6,500,000 in cash, 444,000 restricted shares of Common Stock valued at
approximately $355,000 and a $5,143,000 promissory note which is subject to
certain earn-out provisions. As of January 2, 1998, the Company had
recorded $3,750,000 of the note as additional purchase consideration. Also,
on November 12, 1997, the Company acquired Delphi Partners, Inc. for
$7,400,000 in cash, 560,000 restricted shares of Common Stock valued at
approximately $840,000 and contingent consideration up to a maximum of
$2,500,000 based on the achievement of certain pre-tax profit targets. As
of January 2, 1998, the Company had not recorded any additional
consideration under this earn-out. In April, 1998, the Company executed a
definitive agreement to acquire Legacy Technology, Inc. for a $2,770,000
promissory note, payable on the date the Company completes a public
offering of its Common Stock, or, over a 12-month period commencing October
1, 1998, 269,166 restricted shares of common stock valued at approximately
$3,230,000 and contingent consideration up to a maximum of $1,300,000 based
on achievement of certain revenue and pre-tax profit targets.
E. Settlement costs consist primarily of payments to certain key executives
and certain other management employees of the Company relating to the
obligations assumed by the Company for compensation earned by such
employees during the Dispute Period and legal fees incurred in connection
with the ensuing litigation. Management believes that the majority of these
costs are non-recurring.
F. Represents an unusual charge for in-process research and development
relating to the acquisition of The Hackett Group, Inc.
G. Adjustment to interest as if debt incurred in connection with the 1997
Acquisitions and the Legacy Acquisition was outstanding for the period
April 23, 1997 (date of inception) through January 2, 1998. Approximately
$750,000 of debt was incurred in connection with the purchase of The
Hackett Group, Inc., an additional $7.4 million of debt was incurred in
connection with the purchase of Delphi Partners, Inc. and $2.77 million of
debt expected to be incurred in connection with the Legacy Acquisition. The
interest rate on the debt is variable but was assumed to be approximately
8.5% for purposes of the pro forma adjustment which represents the weighted
average interest rate on the debt as of April 3, 1998.
H. Upon the closing of the Offering, the Company will repay all outstanding
debt except certain notes payable to shareholders in the amount of $300,000
which are payable on March 31, 1999 and which were assumed as part of the
Delphi Partners, Inc. acquisition. Interest expense has been adjusted to
reflect the use of a portion of the Offering proceeds to repay the
outstanding debt. The debt that will be repaid is comprised of $8.2 million
outstanding under the Company's revolving credit facility with BankBoston,
N.A., a $3.75 million promissory note payable to the sole stockholder of
The Hackett Group, Inc. based on the achievement of earnings targets for
1997, and a $2.77 million promissory note payable to the stockholders of
Legacy Technology, Inc.
I. No income tax provision is required due to the Company's current tax loss
and the inability of the Company to currently use the benefits of its loss
carryforward.
J. Pro forma loss per share has been calculated based upon 15,675,379 shares
outstanding. This represents the sum of the total shares outstanding on a
pro forma basis prior to the Offering (14,596,917 shares) and the number of
shares required to be sold in the Offering (1,078,462 shares) to repay debt
and amounts due to shareholders ($14,020,000).
PF-5
<PAGE>
ANSWERTHINK CONSULTING GROUP, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED APRIL 3, 1998
<TABLE>
<CAPTION>
HISTORICAL
------------------------- PRO FORMA
LEGACY LEGACY PRO FORMA
THE COMPANY ACQUISITION ACQUISITION OFFERING AS
(A) (B) ADJUSTMENTS PRO FORMA ADJUSTMENTS ADJUSTED
------------ ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............ $ 18,531,770 $1,332,263 $ -- $ 19,864,033 $ -- $ 19,864,033
Costs and expenses:
Project personnel and
expenses.............. 11,193,806 699,033 -- 11,892,839 -- 11,892,839
Selling, general and
administrative........ 5,654,019 680,016 95,000(C) 6,429,035 -- 6,429,035
Compensation related to
vesting of restricted
shares................ 40,843,400 -- -- 40,843,400 -- 40,843,400
------------ ---------- --------- ------------ -------- ------------
Total costs and operat-
ing expenses.......... 57,691,225 1,379,049 95,000 59,165,274 -- 59,165,274
------------ ---------- --------- ------------ -------- ------------
Income (loss) from oper-
ations................. (39,159,455) (46,786) (95,000) (39,301,241) (39,301,241)
Other income (expense):
Interest income (ex-
pense), net........... (293,718) (2,020) (58,863)(D) (354,601) 380,628(E) 26,027
------------ ---------- --------- ------------ -------- ------------
Net loss (F)............ $(39,453,173) $ (48,806) $(153,863) $(39,655,842) $380,628 $(39,275,214)
============ ========== ========= ============ ======== ============
Net loss per common
share--basic and dilut-
ed..................... $ (3.86) $ (2.28 ) $ (2.13)
============ ============ ============
Weighted average common
shares outstanding..... 10,226,330 17,377,239 18,455,701(G)
</TABLE>
See accompanying notes to Unaudited Pro Forma Consolidated Statement of
Operations
PF-6
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
A. Represents the historical consolidated statement of operations of the
Company for the first quarter of fiscal year 1998.
B. Represents the historical consolidated statement of operations of Legacy
Technology, Inc. for the first quarter of fiscal 1998.
C. Adjusts goodwill amortization expense to reflect the allocation of the
purchase price for the Legacy Acquisition for the first quarter using a 15-
year life.
D. Adjustment to interest expense as if debt incurred in connection with the
Legacy Acquisition was outstanding for the first quarter. The interest rate
on the debt was assumed to be 8.5% for purposes of the pro forma adjustment
which represents the interest rate on the debt for the first quarter.
E. Upon the closing of the Offering, the Company will retire all outstanding
debt except certain notes payable to shareholders totaling $4,096,000.
Notes in the amount of $303,000 were assumed as part of the Delphi
Partners, Inc. acquisition and are payable on March 31, 1999. The remaining
$3,793,000 relates to payments due to the stockholder and employees of the
Hackett Group in connection with the subsequent amendments to the purchase
and employment agreements. Of the $3,793,000 in notes, $1,897,000 is
payable on March 31, 1999 and $1,896,000 is payable on March 31, 2000. The
Company will also assume $33,000 of notes payable as part of the Legacy
Acquisition. Interest expense has been adjusted to reflect the use of a
portion of the Offering proceeds to retire the debt.
F. No income tax provision is required due to the Company's current tax loss
and the inability of the Company to currently use the benefits of its loss
carryforward.
G. Pro forma loss per share has been calculated based upon 18,455,701 shares
outstanding. This represents the sum of the total shares outstanding on a
pro forma basis prior to the Offering (17,377,239 shares) and the number of
shares required to be sold in the Offering (1,078,462 shares) to repay debt
and amounts due to shareholders ($14,020,000).
PF-7
<PAGE>
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