Delaware
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000-20971
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71-0788538
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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200 Harvard Mill Square Suite 210
Wakefield, Massachusetts 01880 |
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(Address of Principal Executive Offices) (Zip Code) | ||
Registrant's telephone number, including area code: (781) 246-3343
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________________________________________________________________________________
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Item 2.02. Results of Operations and Financial Condition.
On May 2, 2012, Edgewater Technology, Inc. (the "Company") reported its results of operations for its first quarter ended March 31, 2012. A copy of the press release issued by the Company concerning the foregoing results is furnished herewith as Exhibit 99.1 (the "Press Release") and is incorporated herein by reference in its entirety.
The Press Release includes non-GAAP financial information concerning Adjusted EBITDA, and the limitations of such data and purposes for such presentation are set forth in the Press Release.
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.
(d)Exhibits.
Exhibit Number |
Description of Exhibit |
99.1 |
Edgewater Technology, Inc. Press Release dated May 2, 2012. |
EXHIBIT 99.1
WAKEFIELD, Mass., May 2, 2012 (GLOBE NEWSWIRE) -- Edgewater Technology, Inc. (Nasdaq:EDGW) (www.edgewater.com) ("Edgewater" or the "Company"), a strategic consulting firm that brings a synergistic blend of business advisory and product-based consulting services to its clients, today announced financial results for its first quarter ended March 31, 2012.
First Quarter Results
Financial results and utilization for the quarter ended March 31, 2012:
Adjusted EBITDA, Adjusted EBITDA per Diluted Share and Adjusted EBITDA as a Percentage of Total Revenue are Non-GAAP financial measures. A reconciliation of these measures to their most directly comparable GAAP measures is included in the financial data accompanying this press release.
Business Trends; Outlook
"As we mentioned during our recent earnings calls, service and royalty revenues generated under Edgewater Fullscope's process contracts came to a successful completion in June 2011. As a result, to show meaningful year-over-year service revenue growth, we first needed to replace that revenue. I am very pleased to report that we have achieved double-digit year-over-year service revenue growth during the first quarter of 2012," commented Shirley Singleton, Edgewater's Chairman, President and Chief Executive Officer.
"Overall, our pipeline continues to grow in breadth and depth. We are starting to see expansion in potential deal sizes, especially in our key product-based service offerings. In response to this momentum, we are accelerating our recruiting efforts and in some cases, hiring and training billable consultants in advance of anticipated need. Our recruiting and hiring initiatives, combined with the absence of the process-related royalty revenue, tempered our first quarter profitability metrics given the rise in year-over-year service revenue," continued Ms. Singleton.
"Looking forward to the second quarter of 2012, we are anticipating service revenue growth on both a sequential and year-over-year basis. We anticipate that sequential second quarter service revenue will be slightly up, translating into strong double-digit service revenue growth on a year-over-year quarterly basis. These growth trends continue to support management's targeted achievement of double-digit 2012 full year service revenue growth on a year-over-year basis," concluded Ms. Singleton.
First Quarter Conference Call Details
Edgewater has scheduled a conference call for Wednesday, May 2, at 10:00 a.m. (ET) to discuss its first quarter 2012 financial results and other matters. To listen to the call, you can participate by webcast on Edgewater's investor relations website at http://ir.edgewater.com or you can dial 877-713-9347. Investors are advised to dial into the call at least ten minutes prior to the call to register.
A replay of the conference call can be accessed via Edgewater's investor relations web site at http://ir.edgewater.com or by dialing 855-859-2056 (Conference ID: 68572001) from 1:00 p.m. ET Wednesday, May 2 through 11:59 p.m. ET Wednesday, May16.
About Edgewater
Edgewater is a strategic consulting firm that brings a synergistic blend of advisory and product-based consulting services to our client base. Headquartered in Wakefield, MA, we typically go to market both vertically by industry and horizontally by product and technology specialty and provide our clients with a wide range of business and technology offerings. We work with clients to reduce costs, improve process and increase revenue through the judicious use of technology.
Edgewater provides services under brand names such as Edgewater Technology, Edgewater Ranzal and Edgewater Fullscope. To learn more, visit www.edgewater.com or call 800-410-4014.
The Edgewater Technology logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=3783
Forward-Looking Statements
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 concerning our expected second quarter 2012 service revenue on both a sequential and year-over-year basis, the growth in breadth and depth of our pipeline, expansion in deal sizes in our key product-based service offerings, pipeline momentum, our recruiting efforts and our targeted full year service revenue growth. 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) failure to obtain new customers or retain significant existing customers; (2) the loss of one or more key executives and/or employees; (3) changes in industry trends, such as a decline in the demand for Business Intelligence ("BI"), Enterprise Performance Management ("EPM") and Enterprise Resource Planning ("ERP") solutions, custom development and system integration services and/or declines 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; (4) inability to execute upon growth objectives, including new services and growth in entities acquired by our Company; (5) adverse developments and volatility involving economic, geopolitical or technology market conditions; (6) unanticipated events or the occurrence of fluctuations or variability in critical accounting policies and estimates; (7) delays in, or the failure of, our sales pipeline being converted to billable work and recorded as revenue; (8) termination by clients of their contracts with us or inability or unwillingness of clients to pay for our services, which may impact our accounting assumptions; (9) inability to recruit and retain professionals with the high level of information technology skills and experience needed to provide our services; (10) 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; (11) the failure of the marketplace to embrace advisory and product-based consulting services; (12) changes in the market for leased office space and/or (13) failure to make a successful claim against the Fullscope escrow account. In evaluating these statements, you should specifically consider various factors described above as well as the risks outlined under "Part I - Item IA Risk Factors" in our 2011 Annual Report on Form 10-K filed with the SEC on March 12, 2012. 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. Except as required by law, we undertake no obligation to update any of the forward-looking statements after the date of this Press Release to conform such statements to actual results.
Selected Financial Data:
EDGEWATER TECHNOLOGY, INC. | ||
Condensed Consolidated Statement of Operations | ||
(In thousands, except per share amounts) | ||
(Unaudited) | ||
Three Months Ended | ||
March 31, | ||
2012 | 2011 | |
Revenue: | ||
Service revenue | $ 21,796 | $ 19,708 |
Software | 1,384 | 1,573 |
Process royalties | -- | 535 |
Reimbursable expenses | 2,101 | 1,778 |
Total revenue | 25,281 | 23,594 |
Cost of revenue: | ||
Project and personnel costs | 13,654 | 12,124 |
Software costs | 961 | 1,094 |
Reimbursable expenses | 2,101 | 1,778 |
Total cost of revenue | 16,716 | 14,996 |
Gross profit | 8,565 | 8,598 |
Selling, general and administrative | 7,951 | 7,527 |
Depreciation and amortization | 442 | 703 |
Operating income | 172 | 368 |
Other (income) expense, net | (91) | 8 |
Income before taxes | 263 | 360 |
Income tax provision | 88 | 50 |
Net income | $ 175 | $ 310 |
BASIC EARNINGS PER SHARE: | ||
Basic earnings per share | $ 0.02 | $ 0.03 |
Weighted average shares outstanding – Basic | 11,363 | 12,359 |
DILUTED EARNINGS PER SHARE: | ||
Diluted earnings per share | $ 0.02 | $ 0.03 |
Weighted average shares outstanding – Diluted | 11,607 | 12,360 |
EDGEWATER TECHNOLOGY, INC. | ||
Condensed Consolidated Balance Sheets | ||
(In thousands) | ||
(Unaudited) | ||
March 31, | December 31, | |
2012 | 2011 | |
Assets | ||
Cash and marketable securities | $ 8,791 | $ 10,333 |
Accounts receivable, net | 22,642 | 23,307 |
Prepaid expenses and other assets, current | 1,417 | 763 |
Total current assets | 32,850 | 34,403 |
Fixed assets, net | 2,346 | 2,429 |
Goodwill and Intangible assets, net | 13,985 | 14,128 |
Other assets | 237 | 238 |
Total Assets | $ 49,418 | $ 51,198 |
Liabilities and Stockholders' Equity | ||
Accounts payable | $ 534 | $ 1,858 |
Accrued liabilities | 13,478 | 13,934 |
Accrued contingent earnout consideration | 128 | 126 |
Deferred revenue | 1,340 | 1,569 |
Capital lease obligations, current | 14 | 52 |
Total current liabilities | 15,494 | 17,539 |
Accrued contingent earnout consideration | 110 | 105 |
Other long-term liabilities | 1,722 | 1,841 |
Total liabilities | 17,326 | 19,485 |
Stockholders' Equity | 32,092 | 31,713 |
Total Liabilities and Stockholders' Equity | $ 49,418 | $ 51,198 |
Shares Outstanding | 11,303 | 11,311 |
Non-GAAP Financial Measures
Edgewater reports its financial results in accordance with generally accepted accounting principles ("GAAP"). Management believes, however, that certain non-GAAP financial measures used in managing the Company's business may provide users of this financial information with additional meaningful comparisons between current results and prior reported results. Certain of the information set forth herein and certain of the information presented by the Company from time to time may constitute non-GAAP financial measures within the meaning of Regulation G adopted by the Securities and Exchange Commission. We have presented herein a reconciliation of these measures to the most directly comparable GAAP financial measure. The non-GAAP measures presented herein may not be comparable to similarly titled measures presented by other companies. As noted in the footnote below, the foregoing measures have limitations and do not serve as a substitute and should not be construed as a substitute for GAAP performance, but provide supplemental information concerning our performance that our investors and we find useful.
Edgewater views Adjusted EBITDA, Adjusted EBITDA per Diluted Share and Adjusted EBITDA as a Percentage of Total Revenue as important indicators of performance, consistent with the manner in which management measures and forecasts the Company's performance. We believe Adjusted EBITDA measures are important performance metrics because they facilitate the analysis of our results, exclusive of certain non-cash items, including items which do not directly correlate to our business operations.
The non-GAAP adjustments, and the basis for excluding them, are outlined below:
Income tax provision. The exit of our former significant unrelated operations in 2000 and 2001 created significant net operating loss carry-forwards and deferred tax assets, and the tax provisions that we take under GAAP, for which there is no corresponding federal tax payment obligation for us, and the adjustments that we make to our deferred tax asset, based on the prospects and anticipated future profitability of our ongoing operations, can be significant and can obscure, either significantly, or in part, period-to-period changes in our core operating results.
Depreciation and amortization. We incur expense associated with the amortization of intangible assets that is primarily related to the various acquisitions we have completed. We believe that eliminating this expense from our non-GAAP financial measures is useful to investors because the amortization of intangible assets can be inconsistent in amount and frequency, and is significantly impacted by the timing and magnitude of the individual acquisition transactions, which also vary substantially in frequency from period-to-period.
Stock-based compensation expense. We incur stock-based compensation expense under Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation – Stock Compensation." We exclude this non-cash expense as we do not believe it is reflective of business performance. The Company has modified its historically presented non-GAAP financial measure to exclude this expense for the purpose of calculating non-GAAP Adjusted EBITDA, Adjusted EBITDA per Diluted Share and Adjusted EBITDA as a Percentage of Total Revenue. The nature of stock-based compensation expense also makes it very difficult to estimate prospectively, since the expense will vary with changes in the stock price and market conditions at the time of new grants, varying valuation methodologies, subjective assumptions and different award types, making the comparison of current results with forward-looking guidance potentially difficult for investors to interpret. Edgewater believes that non-GAAP financial measures of profitability, which exclude stock-based compensation, are widely used by analysts and investors.
Adjustments to contingent consideration earned, at fair value. We are required to remeasure the fair value of our contingent consideration liability related to acquisitions each reporting period until the contingency is settled. Any changes in fair value are recognized as a current period operating expense. The Company has modified its historically presented non-GAAP financial measure to exclude these items for the purpose of calculating non-GAAP Adjusted EBITDA, Adjusted EBITDA per Diluted share and Adjusted EBITDA as a Percentage of Total Revenue. The Company believes that excluding these adjustments from its non-GAAP financial measures is useful to investors because they are related to acquisition events and make it difficult to evaluate core operating results.
Direct acquisition costs. We incur direct transaction costs related to acquisitions which are expensed in our GAAP financial statements. Our non-GAAP financial measures exclude the effects of direct acquisition-related costs as we believe these transaction-specific expenses are inconsistent in amount and frequency and make it difficult to make period-to-period comparisons of our core operating results.
Fullscope embezzlement costs. During the second quarter of 2010, we discovered embezzlement activities within Fullscope, Inc. The Company, since the discovery, has incurred non-routine professional services-related expenses addressing the embezzlement issue. Our non-GAAP financial measures exclude the effects of the embezzlement-related expenses as we believe excluding these costs from our non-GAAP financial measures is useful to investors because these expenses are not directly associated with the Company's operations and are inconsistent in amount and frequency, causing difficulties in comparisons of our core operating results.
Lease abandonment charge. During 2011, we recorded a non-cash charge of $2.2 million in connection with the abandonment of certain excess office space at our corporate headquarters. Our non-GAAP financial measures exclude expense associated with the lease abandonment charge as we believe such expense is associated with a non-routine charge, causing difficulties in comparisons of our core operating results.
Interest and other (income) expense, net. We record periodic interest and other (income) and expense amounts in connection with our cash and cash equivalents, capital lease obligations and (gains) and losses on foreign currency transactions. Our non-GAAP financial measures exclude (income) expense associated with these items as we believe such (income) expense is inconsistent in amount and frequency and makes it difficult to make period-to-period comparisons of our core operating results.
We believe that Adjusted EBITDA metrics provide qualitative insight into our current performance; we use these measures to evaluate our results, the performance of our management team and our management's entitlement to incentive compensation; and we believe that making this information available to investors enables them to view our performance the way that we view our performance and thereby gain a meaningful understanding of our core operating results, in general, and from period to period.
EDGEWATER TECHNOLOGY, INC. | |||
Reconciliation of GAAP Net Income to Non-GAAP Adjusted EBITDA | |||
(In Thousands, except per Share Amounts) | |||
(Unaudited) | |||
For The Three Months Ended | |||
March 31, | |||
2012 | 2011 | ||
Reported GAAP net income | $175 | $310 | |
Add: Income tax provision | 88 | 50 | |
Add: Depreciation and amortization | 460 | 703 | |
Add: Stock-based compensation expense | 348 | 248 | |
Add: Adjustments to contingent consideration earned, at fair value | 7 | 16 | |
Add: Fullscope embezzlement costs | 3 | 63 | |
Less: Interest and other (income) expense, net | (91) | 8 | |
Adjusted EBITDA1 | $990 | $1,398 | |
Adjusted EBITDA per diluted share1 | $0.09 | $0.11 | |
Adjusted EBITDA as a % of total revenue1 | 3.9% | 5.9% |
1- Adjusted EBITDA, Adjusted EBITDA Per Diluted Share and Adjusted EBITDA as a Percentage of Total Revenue are Non-GAAP performance measures and are not intended to be performance measures that should be regarded as an alternative to, or more meaningful than, either GAAP Operating Income, GAAP Net Income and Diluted Earnings Per Share. Adjusted EBITDA and Adjusted EBITDA per Diluted Share measures presented may not be comparable to similarly titled measures presented by other companies. Adjusted EBITDA is defined as net income less interest and other (income) expense, net, plus taxes, depreciation and amortization, stock-based compensation expense, adjustments to contingent consideration earned, goodwill and intangible asset impairment charges, direct acquisition costs, costs associated with the Fullscope embezzlement issue and the lease abandonment charge. Adjusted EBITDA per Diluted Share is defined as Adjusted EBITDA divided by the diluted common shares outstanding used in Diluted Earnings per Share calculations, while Adjusted EBITDA as a % of Total Revenue is defined as Adjusted EBITDA divided by Total Revenue.
CONTACT: Timothy R. Oakes, Chief Financial Officer Russell Smith, Senior Vice President / Investor Relations (781) 246-3343 ir@edgewater.com