-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mj7IVmqBjtj6bDwxOs89icFQqjNRFyR/S0sfXygSHMbyu2QI0kioO0D5FKs4tb9G gQN59h6pYIwdRbaSkPbatw== 0001157523-03-001239.txt : 20030423 0001157523-03-001239.hdr.sgml : 20030423 20030423085947 ACCESSION NUMBER: 0001157523-03-001239 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030423 ITEM INFORMATION: Other events FILED AS OF DATE: 20030423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 710788538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20971 FILM NUMBER: 03659134 BUSINESS ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVILLE STATE: AR ZIP: 72703 BUSINESS PHONE: 5019736000 MAIL ADDRESS: STREET 1: 302 EAST MILLSAP ROAD CITY: FAYETTEVETTE STATE: AR ZIP: 72703 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 a4381060.txt EDGEWATER TECHNOLOGY, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2003 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 - --------------------------- ------------------------ ---------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 20 Harvard Mills Square, Wakefield Massachusetts 01880 ------------------------------------------------------ (Address of principal executive offices) (zip code) Registrant's telephone number, including area code (781) 246-3343 Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events Attached as an exhibit to this Form 8-K is a copy of Edgewater Technology, Inc.'s press release which was disseminated publicly on April 23, 2003. (c) Exhibits. The following exhibit is filed with this Form 8-K: 99.1 Edgewater Technology, Inc. Press Release dated April 23, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EDGEWATER TECHNOLOGY, INC. (Registrant) Date: April 23, 2003 By: /s/ Kevin R. Rhodes ----------------------- Kevin R. Rhodes Chief Financial Officer EXHIBIT INDEX 99.1 Edgewater Technology, Inc. Press Release dated April 23, 2003. EX-99 3 a4381060ex991.txt EXHIBIT 99.1 Exhibit 99.1 Edgewater Technology, Inc. Reports First Quarter 2003 Results; Sequential Revenue Growth of 10.8% WAKEFIELD, Mass.--(BUSINESS WIRE)--April 23, 2003--Custom development and system integration consulting firm, Edgewater Technology, Inc. (NASDAQ: EDGW, www.edgewater.com, "Edgewater Technology" or the "Company") today reported financial results for the first quarter 2003. Actual financial results and utilization for the first quarter 2003 were as follows: -- Revenue increased 10.8% to $5.2 million, compared to $4.7 million in the fourth quarter of 2002 and increased 13.2% compared to $4.6 million reported for the first quarter 2002; -- Gross profit increased to $2.3 million, compared to $1.9 million in the fourth quarter of 2002 and $1.2 million for the first quarter 2002; -- Gross profit margin increased to 45%, compared to 41% in the fourth quarter of 2002 and 26% for the first quarter 2002; -- Utilization improved to 77% for the first quarter, compared to 74% during the fourth quarter 2002 and 59% for the first quarter 2002; -- Net income from continuing operations was $0.07 million, or $0.01 per share for the first quarter, compared to a net loss from continuing operations of $7.5 million, or $0.65 per share in the fourth quarter of 2002, which included a non-cash charge for goodwill impairment of $7.4 million. Net loss from continuing operations was $1.5 million, or $0.13 per share for the first quarter of 2002; -- Cash used in operating activities was $0.3 million for the first quarter, as a result of large cash outflow for 2003 annual insurance renewals. "As anticipated, Edgewater Technology achieved revenue growth during the first quarter, while our key metrics of gross profit margins and utilization have continued to improve for the past three consecutive quarters," said Shirley Singleton, President and CEO of Edgewater Technology. "Our revenue growth can be attributed to our strategy of focusing on the middle market and key vertical industries. During the first quarter, we won engagements with 5 new customers, of which 3 were within our Insurance vertical, which aligns to the trend we are experiencing of increased sales activity within our targeted vertical markets." Singleton continued, "New bid activity remains healthy, while customers look to spend IT dollars on consolidating and integrating systems that deliver hard economic benefits and a quick return on investment. As we review our sales pipeline, we remain optimistic that Edgewater Technology will continue to attain modest revenue growth and profitability into the second quarter." Conference Call Edgewater Technology will host a conference call today, Wednesday, April 23, at 10:00 a.m. (EST) to discuss the Company's first quarter 2003 results. To listen to the live call via the Internet, you can participate by logging onto the Web cast at www.edgewater.com - Investor Relations section or you can dial 800-915-4836 approximately 15 minutes prior to start of the call. A replay of the call can be accessed via www.edgewater.com - Investor Relations section or by dialing 1-800-428-6051 (passcode 288325) from 12:00 p.m. EST Wednesday, April 23 through 11:59 p.m. EST Monday, April 28. About Edgewater Technology, Inc. Founded in 1992, Edgewater Technology, Inc. is an award-winning consulting and systems integration firm that specializes in tailored technology solutions for middle-market companies and divisions of Global 2000 companies. Headquartered in Wakefield, Massachusetts, the company has taken a partnership approach with its clients, targeting strategic, mission-critical applications. Edgewater Technology services its client base by leveraging a combination of leading-edge technologies and proven reengineering techniques provided by its network of national solutions centers strategically positioned across the United States. For further information, visit www.edgewater.com or call 781-246-3343. Selected Financial Data: EDGEWATER TECHNOLOGY, INC. Statements of Operation (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2003 2002 Service revenue $5,189 $4,582 Cost of services 2,868 3,405 Gross profit 2,321 1,177 Selling, general and administrative 2,135 2,218 Depreciation and amortization 204 290 Restructuring - 349 Operating (loss) income (18) (1,680) Interest income and other, net 133 221 Income (loss) before income taxes 115 (1,459) Income tax provision 46 - Net income (loss) from continuing operations 69 (1,459) Change in accounting principle - (12,451) Net income (loss) $69 ($13,910) BASIC AND DILUTED EARNINGS PER SHARE From continuing operations $0.01 ($0.13) Net income (loss) $0.01 ($1.20) Weighted Average Shares Outstanding - Basic 11,473 11,607 Weighted Average Shares Outstanding - Diluted 11,557 11,607 EDGEWATER TECHNOLOGY, INC. Summary Balance Sheet Information (In thousands) March 31, December 31, 2003 2002 (Unaudited) Assets Cash and marketable securities $44,840 $46,782 Accounts receivable, net 2,777 2,647 Fixed assets, net 1,565 1,606 Deferred tax asset, net 22,838 22,884 Intangible assets, net 11,531 11,614 Prepaid expenses and Other assets 851 960 Total Assets $84,402 $86,493 Liabilities and Equity Accounts payable & Accrued liabilities $2,158 $4,332 Accrued payroll & related liabilities 1,198 882 Other liabilities 193 240 Stockholders' Equity 80,853 81,039 Total Liabilities & Stockholders' Equity $84,402 $86,493 Shares Outstanding 11,420 11,485 This Press Release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements made with respect to our sales pipeline, utilization, revenue growth, sales activity, sales, profitability and IT spending trends. The forward looking statements included in the Press Release relate to future events or our future financial conditions or performance, Words such as "will," "are," "provide," "continue," "remain," "optimistic" or the negative thereof or variations thereon and similar expressions are intended to identify forward-looking statements. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments that are believed to be reasonable as of the date of this Press Release. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecast, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) changes in industry trends, such as decline in the demand for custom development and system integration services and/or spending delays with existing information technology services projects; (2) failure to obtain new customers or retain significant existing customers; (3) loss of key executives; (4) general economic and business conditions (whether foreign, national, state or local) which include but are not limited to changes in interest or currently exchange rates and the overall demand for information technology services and/or spending delays for existing information technology services; (5) failure of the general economy or IT services spending to rebound or otherwise improve; (6) lack of available growth opportunities; (7) the inability to maintain, sustain or grow revenues; (8)failure of middle-market companies to spend amounts on IT projects, whether short-term or long-term; and (9) any changes in ownership of the Company or otherwise that would result in a limitation on the use of the net operating loss carry forward under applicable tax laws. Actual events or results may differ materially from those discussed, contemplated, forecasted, estimated, anticipated, planned or implied in the forward-looking statements as a result of the various factors described above and those further set forth under the heading "Business- Factors Affecting Finances, Business Prospects and Stock Volatility" in the Company's Form 10-K filed with the Securities and Exchange Commission on March 28, 2003. CONTACT: Edgewater Technology, Inc. Kevin R. Rhodes, 781/246-3343 Barbara Warren-Sica, 781/246-3343 -----END PRIVACY-ENHANCED MESSAGE-----