-----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, W14Q1GzbEVsGf+s7JCueenOf+3qcBYwr15VbmHaVU8tEEChS7hn5pxAQzus1jXdv MV0GyqzerfQhg3EmoO4D0Q== 0001157523-06-003791.txt : 20060419 0001157523-06-003791.hdr.sgml : 20060419 20060419093822 ACCESSION NUMBER: 0001157523-06-003791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060419 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 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: 06766030 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 a5126965.txt EDGEWATER TECHNOLOGY, INC. 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------------- FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2006 EDGEWATER TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Delaware 0-20971 71-0788538 (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 20 Harvard Mill Square Wakefield, Massachusetts 01880 Registrant's telephone number, including area code: (781) 246-3343 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 19, 2006, Edgewater Technology, Inc. (the "Company") reported its results of operations for its first quarter ended March 31, 2006. 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. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Exhibits. Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Edgewater Technology, Inc. Press Release dated April 19, 2006. * * * 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 fiscal 2006 outlook. The forward looking statements included in the Press Release relate to future events or our future financial conditions or performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "forward," "potential," "estimate," "encourage," "opportunity," "goal," "objective," "quality," "growth," "leader," "could", "expect," "intend," "plan," "planned" "expand," "focus," "build," "through," "strategy," "expiration," "provide," "offer," "maximize," "allow," "allowed," "represent," "commitment," "create," "implement," "result," "seeking," "increase," "add," "establish," "pursue," "feel," "work," "perform," "make," "continue," "can," "will," "ongoing," "include" or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which 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, forecasted, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) inability to execute upon growth objectives, including growth in entities acquired by our Company; (2) failure to obtain new customers or retain significant existing customers; (3) the loss of one or more key executives and/or employees; (4) changes in industry trends, such as a decline in the demand for Business Intelligence ("BI") and Corporate Performance Management ("CPM") solutions, custom development and system integration services and/or delays in industry-wide information technology ("IT") spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones; (5) adverse developments and volatility involving geopolitical or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in the matters identified under "Critical Accounting Policies"; (7) failure of our sales pipeline to be converted to billable work and recorded as revenue; (8) failure of the middle market and the needs of middle-market enterprises for business services to develop as anticipated; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) failure to expand outsourcing services to generate additional revenue; (11) any changes in ownership of the Company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws; (12) the failure of the marketplace to embrace CPM or BI services; and/or (13) the failure to obtain remaining predecessor entity tax records that are not in our control and/or successfully resolve remaining outstanding IRS matters relating to our former staffing businesses. In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under Item I "Business - Factors Affecting Finances, Business Prospects and Stock Volatility" in our 2005 Annual Report on Form 10-K filed with the SEC on March 23, 2006. These factors may cause our actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this Press Release to conform such statements to actual results. 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. Dated: April 19, 2006 EDGEWATER TECHNOLOGY, INC. By: /s/ Kevin R. Rhodes ------------------ Name: Kevin R. Rhodes Title: Chief Financial Officer (Principal Financial and Accounting Officer) EX-99.1 2 a5126965ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 Edgewater Achieves 63% Year-over-Year Revenue Growth WAKEFIELD, Mass.--(BUSINESS WIRE)--April 19, 2006--A technology management consulting firm specializing in providing premium IT services, Edgewater Technology, Inc. (NASDAQ: EDGW, www.edgewater.com, "Edgewater Technology" or the "Company"), today announced financial results for its first quarter ended March 31, 2006. First Quarter Results Actual financial results and utilization for the quarter ended March 31, 2006: -- Total revenue increased 59.7% to $14.3 million, compared to $9.0 million in the first quarter of 2005. -- Service revenue increased 62.5% to $13.5 million, compared to $8.3 million in the first quarter of 2005; -- Gross profit was $5.2 million, or 36.1% of total revenues, compared to $3.8 million, or 42.7% of total revenues in the first quarter of 2005; -- Gross profit margin related to service revenue was 38.0%, compared to 45.8% in the first quarter of 2005; -- Net income from continuing operations amounted to $0.5 million, or $0.04 per diluted share, compared to $0.2 million, or $0.02 per diluted share in the first quarter of 2005. -- Net income was $0.5 million, or $0.04 per diluted share, compared to net income of $0.2 million, or $0.02 per diluted share in the first quarter of 2005; and -- Utilization was 78.8%, compared to 81.5% during the first quarter of 2005; -- Cash flow provided by operating activities was $1.4 million in the first quarter of 2006, compared to cash flow provided by operating activities of $1.4 million during the first quarter of 2005. "We are pleased that Edgewater achieved solid growth in the first quarter," said Shirley Singleton, President and CEO of Edgewater Technology. "Our organic metrics were slightly impacted by some customer delays in launching new projects at the beginning of the quarter, which is reflected in our utilization and gross profits numbers. However, we finished the quarter strong welcoming 14 new customers and achieving organic growth." Singleton continued, "Our sales activity has begun to increase, producing more bid opportunities, of a larger size and scope. In addition, the recent acquisition of National Decision Systems ("NDS") contributed to the Company's revenue and profitability during the first quarter." Commenting on NDS, Singleton added, "The NDS acquisition expands Edgewater's offerings; complements our core competencies by adding new strategic service offerings; and strengthens Edgewater's vertical expertise. In addition, it is providing Edgewater and Ranzal with the opportunity to deliver more robust service offerings to existing and prospective clients." "With the pipeline to support continued organic growth combined with the full effect of the NDS acquisition, we expect to post higher revenue and improved profitability in the second quarter," Singleton concluded. During the first quarter, Edgewater Technology, Inc. also adopted SFAS 123R "Share-Based Payments". In accordance with the adoption, Edgewater recorded $243 thousand in total stock-based compensation expense during the quarter, which represents $.02 per diluted share. SFAS 123R requires recognition of stock-based expense on the same line item where cash compensation is recognized for our employees, so we recognized $93 thousand of such expense under "Cost of Revenue - Project and Personnel Costs" and $150 thousand under "Selling, General and Administrative Expense". Further details can be found in the attached Consolidated Statement of Operations. Conference Call Edgewater Technology will host a conference call on Wednesday, April 19, at 10:00 a.m. (ET) to discuss first-quarter 2006 financial results. To listen to the call, you can participate by webcast at www.edgewater.com - Investor Relations section or you can dial 800-884-5695 (passcode 74423305) approximately 10 minutes prior to the call start. A replay of the call can be accessed via www.edgewater.com - - Investor Relations section or by dialing 888-286-8010 (passcode 89524111) from 12:00 p.m. (ET) Wednesday, April 19 through 11:59 p.m. (ET) Wednesday, April 26. About Edgewater Technology, Inc. Edgewater Technology, Inc. is an innovative technology management consulting firm. We provide a unique blend of premium IT services by leveraging our proven industry expertise in strategy, technology and corporate performance management. Headquartered in Wakefield, MA, we go to market by vertical industry and provide our clients with a wide range of business and technology offerings. To learn more, visit www.edgewater.com or call 800-410-4014. Selected Financial Data: - -0- *T EDGEWATER TECHNOLOGY, INC Consolidated Statements of Operations (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, ---------------------- 2006 2005 ----------- ---------- Revenue: Service revenues $13,502 $8,309 Software 293 274 Reimbursable expenses 513 376 ----------- ---------- Total revenue 14,308 8,959 Cost of revenue: Project and personnel costs(1) 8,368 4,501 Software costs 267 261 Reimbursable expenses 513 376 ----------- ---------- Total cost of revenue 9,148 5,138 ----------- ---------- Gross profit 5,160 3,821 Selling, general and administrative expense(1) 4,352 3,455 Depreciation and amortization expense 345 304 ----------- ---------- Operating income 463 62 Interest income and other, net 299 252 ----------- ---------- Income before income taxes 762 314 Provision for income taxes 302 126 ----------- ---------- Net income $460 $188 =========== ========== BASIC AND DILUTED EARNINGS PER SHARE: Basic and diluted earnings per share $0.04 $0.02 =========== ========== Weighted Average Shares Outstanding - Basic 10,635 10,341 =========== ========== Weighted Average Shares Outstanding - Diluted 11,335 10,762 =========== ========== (1) Includes the following amounts related to stock-based compensation expense: Cost of revenue - Project and personnel costs $93 $- Selling, general and administrative expense 150 33 ----------- ---------- Total stock-based compensation expense $243 $33 =========== ========== EDGEWATER TECHNOLOGY, INC. Summary Consolidated Balance Sheet Information (In thousands) March 31, December 31, 2006 2005 (Unaudited) (Audited) -------------- ------------ Assets Cash and marketable securities $25,566 $33,381 Accounts receivable, net 11,727 9,858 Deferred taxes, current 1,323 1,323 Prepaid expenses and other assets, current 1,460 1,367 -------------- ------------ Total current assets 40,076 45,929 Fixed assets, net 1,401 1,364 Deferred taxes, net 19,911 20,168 Intangible assets, net 28,599 17,076 Other assets 45 52 -------------- ------------ Total Assets $90,032 $84,589 ============== ============ Liabilities and Stockholders' Equity - ------------------------------------------ Accounts payable and accrued liabilities $7,047 $3,159 Accrued payroll and related liabilities 1,939 3,085 Deferred revenue and other liabilities 215 260 -------------- ------------ Total current liabilities 9,201 6,504 Stockholders' Equity 80,831 78,085 -------------- ------------ Total Liabilities and Stockholders' Equity $90,032 $84,589 -------------- ------------ Shares Outstanding 11,157 10,460 ============== ============ *T 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 fiscal 2006 outlook. The forward looking statements included in the Press Release relate to future events or our future financial conditions or performance. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "believe," "anticipate," "future," "forward," "potential," "estimate," "encourage," "opportunity," "goal," "objective," "quality," "growth," "leader," "could", "expect," "intend," "plan," "planned" "expand," "focus," "build," "through," "strategy," "expiration," "provide," "offer," "maximize," "allow," "allowed," "represent," "commitment," "create," "implement," "result," "seeking," "increase," "add," "establish," "pursue," "feel," "work," "perform," "make," "continue," "can," "will," "ongoing," "include" or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which 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, forecasted, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) inability to execute upon growth objectives, including growth in entities acquired by our Company; (2) failure to obtain new customers or retain significant existing customers; (3) the loss of one or more key executives and/or employees; (4) changes in industry trends, such as a decline in the demand for Business Intelligence ("BI") and Corporate Performance Management ("CPM") solutions, custom development and system integration services and/or delays in industry-wide information technology ("IT") spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or existing project milestones; (5) adverse developments and volatility involving geopolitical or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in the matters identified under "Critical Accounting Policies"; (7) failure of our sales pipeline to be converted to billable work and recorded as revenue; (8) failure of the middle market and the needs of middle-market enterprises for business services to develop as anticipated; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) failure to expand outsourcing services to generate additional revenue; (11) any changes in ownership of the Company or otherwise that would result in a limitation of the net operating loss carry forward under applicable tax laws; and/or (12) the failure of the marketplace to embrace CPM or BI services. In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under Item I "Business - Factors Affecting Finances, Business Prospects and Stock Volatility" in our 2005 Annual Report on Form 10-K filed with the SEC on March 23, 2006. These factors may cause our actual results to differ materially from those contemplated, projected, anticipated, planned or budgeted in any such forward-looking statements. Although we believe that the expectations in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, growth, earnings per share or achievements. However, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of this Press Release to conform such statements to actual results. CONTACT: Edgewater Technology, Inc. Kevin Rhodes, 781-246-3343 Chief Financial Officer ir@edgewater.com or Barbara Warren-Sica, 781-246-3343 Investor Relations ir@edgewater.com -----END PRIVACY-ENHANCED MESSAGE-----