-----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, AJdrn/thn6gypRS9RSnQtNFmdl96Xvb+OGyaoTaQduJR4SWIVQ3j/8Kymv9GpLRP MCKYbM0g7FRCOJpT5e9utg== 0001157523-04-006325.txt : 20040714 0001157523-04-006325.hdr.sgml : 20040714 20040714085001 ACCESSION NUMBER: 0001157523-04-006325 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040713 ITEM INFORMATION: FILED AS OF DATE: 20040714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDGEWATER TECHNOLOGY INC/DE/ CENTRAL INDEX KEY: 0001017968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] 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: 04912979 BUSINESS ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 BUSINESS PHONE: 781-213-9854 MAIL ADDRESS: STREET 1: 20 HARVARD MILL SQUARE CITY: WAKEFIELD STATE: MA ZIP: 01880 FORMER COMPANY: FORMER CONFORMED NAME: STAFFMARK INC DATE OF NAME CHANGE: 19960702 8-K 1 a4679409.txt EDGEWATER TECHNOLOGY, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 events reported): July 14, 2004 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 (State of other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 20 Harvard Mill Square Wakefield, Massachusetts 01880 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 246-3343 Item 12. Results of Operations and Financial Condition. On July 14, 2004, Edgewater Technology, Inc. (the "Company") reported its results of operations for its second quarter ended June 30, 2004. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety. The information contained herein and in the accompanying exhibit is being "furnished," as opposed to being "filed" pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") and shall not be incorporated hereafter by reference into any filing of the Company, where made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit incorporated hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EDGEWATER TECHNOLOGY, INC. Dated: July 14, 2004 By: /s/ Kevin R. Rhodes --------------- Kevin R. Rhodes Chief Financial Officer INDEX TO FURNISHED EXHIBIT Exhibit Number Description ------ ----------- 99.1 Edgewater Technology, Inc. Press Release dated July 14, 2004. EX-99.1 2 a4679409ex991.txt EDGEWATER TECHNOLOGY, INC. EXHIBIT 99.1 Exhibit 99.1 Edgewater Technology, Inc. Reports Second Quarter 2004 Financial Results WAKEFIELD, Mass.--(BUSINESS WIRE)--July 14, 2004--Custom development and system integration consulting firm, Edgewater Technology, Inc. (NASDAQ: EDGW, www.edgewater.com, "Edgewater Technology" or the "Company") today announced financial results for the second quarter ended June 30, 2004. Second Quarter Results Actual financial results and utilization for the June 30, 2004 quarter were as follows: -- Revenue amounted to $6.1 million, compared to $6.4 million in the first quarter of 2004 and compared to revenue of $6.2 million during the second quarter of 2003; -- Gross profit was $2.4 million, compared to $2.6 million in the first quarter of 2004 and $2.9 million for the second quarter of 2003; -- Gross profit margin was 39%, compared to 40% in the first quarter of 2004 and 48% for the second quarter of 2003; -- Utilization was 71% for the second quarter, compared to 76% during the first quarter of 2004 and 83% for the second quarter of 2003, and; -- Net loss was ($0.04) million, or ($0.004) per share, compared to net income of $0.1 million, or $0.01 per share for the first quarter of 2004 and to net income during the second quarter of 2003 of $0.2 million or $0.01 per share. First Six Months of 2004 Actual financial results and utilization for the first six months of 2004 were as follows: -- Revenue amounted to $12.6 million, compared to $11.3 million during the first six months of 2003; -- Gross profit amounted to $5.0 million, compared to $5.3 million during the first six months of 2003; -- Gross profit margin amounted to 40%, compared to 46% during the first six months of 2003; -- Utilization was 73%, compared to 80% during the first six months of 2003, and; -- Net income was $0.02 million, or $0.002 per share, compared to net income for the first six months of 2003 of $0.2 million, or $0.02 per share. "The challenges of longer decision cycles and general slow IT software spending have affected us in the short run. However, potential engagements continue to emerge in our pipeline and we remain optimistic that once these opportunities unlock that they could bring steady utilization and long-term growth for the Company," stated Shirley Singleton, President and CEO of Edgewater Technology. Singleton continued, "While we remain committed to improving our key operating metrics for 2004, we do expect a decline in our third quarter revenue due to traditional seasonality coupled with continued delays in spending." Conference Call Edgewater Technology will host a conference call today, Wednesday, July 14, at 10:00 a.m. (EST) to discuss the Company's second quarter 2004 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 800-428-6051 or 973-709-2089 (passcode 362039) from 12:00 p.m. EST Wednesday, July 14 through 11:59 p.m. EST Wednesday, July 21. About Edgewater Technology Founded in 1992, Edgewater Technology is an award-winning consulting firm that specializes in combining strategic consulting, technical knowledge, and industry domain expertise to develop technology solutions that assist primarily middle-market companies and divisions of Global 2000 companies to align their processes with their purposes. This approach not only promotes increased efficiency, but also supports increased effectiveness. Targeting strategic, mission-critical applications, the Company collaborates with customers to translate business goals into technical strategies. Headquartered in Wakefield, Massachusetts, the Company services its client base throughout its network of strategically positioned solutions centers. 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 Six Months Ended June 30, June 30, 2004 2003 2004 2003 --------- -------- -------- --------- Service revenues $6,138 6,158 $12,560 $11,347 Cost of services 3,730 3,219 7,571 6,087 --------- -------- -------- --------- Gross profit 2,408 2,939 4,989 5,260 Selling, general and administrative 2,395 2,539 4,777 4,674 Depreciation and amortization expense 197 223 390 427 --------- -------- -------- --------- Operating (loss) income (184) 177 (178) 159 Interest income and other, net 113 96 214 229 --------- -------- -------- --------- (Loss) income before income taxes (71) 273 36 388 Income tax (benefit) provision (28) 109 14 155 --------- -------- -------- --------- Net (loss) income $(43) $164 $22 $233 ========= ======== ======== ========= BASIC AND DILUTED EARNINGS PER SHARE Net (loss) income $(0.004) $0.01 $0.002 $0.02 Weighted Average Shares Outstanding - Basic 11,435 11,365 11,413 11,416 Weighted Average Shares Outstanding - Diluted 12,200 11,554 12,288 11,553 EDGEWATER TECHNOLOGY, INC. Summary Balance Sheet Information (In thousands) June 30, December 31, 2004 2003 (Unaudited) (Unaudited) ------------ ------------- Assets - -------------------------------------------- Cash and marketable securities $42,302 $44,259 Accounts receivable, net 4,340 3,532 Fixed assets, net 1,229 1,309 Deferred tax asset, net 22,199 22,175 Intangible assets, net 12,928 13,135 Prepaid expenses and Other assets 2,173 2,121 ------------ ------------- Total Assets $85,171 $86,531 ============ ============= Liabilities and Equity - -------------------------------------------- Accounts payable & Accrued liabilities $3,193 $3,554 Accrued payroll & related liabilities 612 2,009 Other liabilities 33 84 Stockholders' Equity 81,333 80,884 ------------ ------------- Total Liabilities & Stockholders' Equity $85,171 $86,531 ============ ============= Shares Outstanding 11,458 11,366 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 2004 outlook concerning revenues, sales, operating profitability, growth opportunities and plans; and IT spending and decision-making 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," "provide," "focused," "believe," "continue," "remain," "optimistic," and "emerge," 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) the strength or visibility of the Company's backlog of business for 2004; (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; and (10) the failure to obtain predecessor entity tax records that are not in our control and successfully resolve outstanding tax disputes. 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 30, 2004. CONTACT: Edgewater Technology, Inc. Kevin R. Rhodes, Chief Financial Officer Barbara Warren-Sica, Investor Relations 781-246-3343 -----END PRIVACY-ENHANCED MESSAGE-----