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 event reported): August 5, 2004

Answerthink, Inc.

(Exact name of registrant as specified in its charter)

FLORIDA	0-24343	65-0750100
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1001 Brickell Bay Drive, Suite 3000 Miami, Florida	33131
(Address of principal executive offices)	(Zip Code)

(305) 375-8005

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 5. Other Events and Required FD Disclosure.

On August 5, 2004, Answerthink, Inc. (“Answerthink”), reached an agreement with the United States Internal Revenue Service (the “IRS”) regarding its claim of an ordinary loss under Section 165(g)(3) of the Internal Revenue Code (“Code”) for its stock investment in its Think New Ideas, Inc. (TNI) subsidiary on its consolidated U.S. federal income tax return for the tax year ended January 3, 2003. The agreement with the IRS represents the final step in this review process. Pursuant to the agreement, Answerthink and the IRS agreed that Answerthink satisfied the legal requirements for sustaining its claim to an ordinary loss under Section 165(g)(3) of the Code related to its stock ownership interest TNI for the 2002 tax year ended January 3, 2003 in the amount of $77,343,763. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

The following exhibits are furnished as part of this report:

99.1	Form 906 Closing Agreement—Final Determination Covering Specific Matters Under Section 7121 of the Internal Revenue Code by and between Answerthink, Inc. and the Commissioner of Internal Revenue.
99.2	Press release dated August 6, 2004.

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.

	ANSWERTHINK, INC.
Date: August 6, 2004	By:	/S/  FRANK A. ZOMERFELD
		Frank A. Zomerfeld General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Form 906 Closing Agreement—Final Determination Covering Specific Matters Under Section 7121 of the Internal Revenue Code by and between Answerthink, Inc. and the Commissioner of Internal Revenue.
99.2	Press release dated August 6, 2004.

EX-99.1

EXHIBIT 99.1

Department of Treasury—Internal Revenue Service

FORM 906

CLOSING AGREEMENT ON FINAL DETERMINATION

COVERING SPECIFIC MATTERS

Under Section 7121 of the Internal Revenue code, Answerthink, Inc. (“Taxpayer”) (FIN: 65-0750100), and the Commissioner of Internal Revenue make the following Closing Agreement:

WHEREAS, on November 5, 1999, the Taxpayer acquired all of the issued and outstanding common stock of Think New Ideas (“TNI”);

WHEREAS, the Taxpayer had operated the TNI business from the date of its acquisition through the fourth quarter of 2002;

WHEREAS, the substantial deterioration in the market conditions for TNI’s business (Internet marketing) and the Taxpayer’s belief that the TNI business was no longer economically viable, the Taxpayer and TNI terminated the business of TNI during the fourth quarter of 2002;

WHEREAS, the Taxpayer claimed an ordinary loss under Section 165(g)(3) of the Internal Revenue Code (“Code”) for its stock investment in TNI on its consolidated U.S. federal income tax return for the 2002 tax year ended January 3, 2003;

WHEREAS, on June 9, 2003, the Taxpayer submitted to the Internal Revenue Service (“IRS”) a Request for Application to the Pre-Filing Agreement program described in Revenue Procedure 2001-22;

WHEREAS, on August 12, 2003 the IRS accepted the Taxpayer’s Application to the Pre-Filing Agreement program;

WHEREAS, during the PFA process the Taxpayer has provided the IRS with all the requested documentation that supports the Taxpayer’s claim, and the amount of such claim, for an ordinary loss under Section 165(g)(3) of the Code associated with the Taxpayer’s stock investment in TNI.

NOW THEREFORE, IT IS HEREBY DETERMINED AND AGREED, FOR FEDERAL INCOME TAX PURPOSES, THAT:

(1) Taxpayer has satisfied the legal requirements for sustaining its claim to an ordinary loss under Section 165(g)(3) of the Code related to its stock ownership interest in TNI for the 2002 tax year ended on January 3, 2003.

(2) On its 2002 U.S. consolidated federal income tax return Form 1120, the Taxpayer claimed an ordinary loss related to its common stock ownership in TNI in the amount of $91,556,547 under Section 165(g)(3) of the Code.

(3) Taxpayer has satisfied the legal requirements for sustaining its claim to an ordinary loss under Section 165(g)(3) of the Code related to its common stock ownership interest TNI for the 2002 tax year in the amount of $77,343,763.

(4) Pursuant to the terms of the Taxpayer’s Request for Application to the Pre-Filing Agreement program described in Revenue Procedure 2001-22 (and the IRS’s acceptance of the Taxpayer into such program), the Taxpayer agrees to amend its consolidated U.S. federal income tax return Form 1120 for the 2002 tax year ended on January 3, 2003 (“Amended Return”). The taxpayer will file such Amended Return claiming an ordinary loss under Section 165(g)(3) of the Code related to its common stock ownership in TNI in the amount of $77,343,763. The Taxpayer will file such Amended Return within sixty (60) days of the date the IRS signs this closing agreement.

THIS AGREEMENT IS FINAL AND CONCLUSIVE EXCEPT:

(1) The matter it relates to may be reopened in the event of fraud, malfeasance, or misrepresentation of a material fact.

(2) It is subject to the Internal Revenue code sections which expressly provide that effect be given their provisions (including any stated exception for Section 7122) notwithstanding any other law or rule of law.

(3) If it relates to a tax period ended after the date of this Closing Agreement, it is subject to any law, enacted after such date, which applies to the tax period.

By signing, the parties certify that they have read and agreed to the terms of this Closing Agreement.

Taxpayer: Answerthink, Inc.
By:	/s/ John F. Brennan	Date Signed:	7/20/04
Title:	CFO—Answerthink

Mr. John F. Brennan

Chief Financial Officer

Answerthink, Inc.

Commissioner of Internal Revenue
By:	/s/ John Risacher	Date Signed:	7/26/04
Title:	DFO:LMSB:HMT

Mr. John Risacher

Director, Field Operations

Heavy Manufacturing & Transportation Industry

IRS—LMSB Division

EX-99.2

Exhibit 99.2

Contact:

Jack Brennan, CFO, (305) 375-8005 or jbrennan@answerthink.com

Answerthink Announces Favorable Determination

Covering Federal Tax Deduction

Miami, FL – August 6, 2004 – Answerthink, Inc. (Nasdaq: ANSR) announced today it received a favorable and final determination amounting to $77,343,763 on its worthless stock deduction relative to its stock investment in its Think New Ideas, Inc. subsidiary.

This formal agreement with the United States Internal Revenue Service (the “IRS”) is in regards to its ordinary loss deduction under Section 165(g)(3) of the Internal Revenue Code (“Code”) for its stock investment in its Think New Ideas, Inc. subsidiary on its consolidated U.S. federal income tax return for the tax year ended January 3, 2003. The Company submitted to the IRS a voluntary application to participate in its pre-filing agreement program described in Revenue Procedure 2001-22. The agreement with the IRS represents the final step in this review process. Under the terms of the agreement, the Company and the IRS agreed that Answerthink satisfied the legal requirements for sustaining its claim to an ordinary loss under Section 165(g)(3) of the Code related to its common stock ownership interest in Think New Ideas for the 2002 tax year in the amount of $77,343,763.

About Answerthink

Answerthink, Inc. (www.answerthink.com) is a strategic business and technology consulting firm that enables companies to achieve world-class business performance. By leveraging the comprehensive database of The Hackett Group, the world’s leading repository of enterprise best practice metrics and business process knowledge, Answerthink’s business and technology solutions help clients significantly improve performance and maximize returns on technology investments. Answerthink’s capabilities include benchmarking, business transformation, business applications, business intelligence, and offshore application maintenance and support. Founded in 1997, Answerthink has offices throughout the United States, Europe and in India.

About The Hackett Group

The Hackett Group (www.thehackettgroup.com), an Answerthink company, is a business advisory firm providing empirically based advice and best-practices research to executives seeking to drive world-class performance in areas such as finance, IT, human resources, and procurement. Hackett’s functional and process-specific benchmarks and its confidential, on-demand, membership-based advisory services are backed by an ongoing database of best practices in processes, technology, and organization in use at more than 2,400 clients around the globe. This unparalleled information repository allows Hackett business advisors to provide data, advice, and strategic insight with a level of integrity and authority available nowhere else. As of

Page 2 of 2 - Answerthink Announces Second Quarter Results

this writing, Hackett clients comprise 93 percent of the Dow Jones Industrials, 80 percent of the Fortune 100 and 94 percent of the Dow Jones Global Titans Index.

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This press release contains “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward looking statements. Factors that impact such forward looking statements include, among others, our ability to effectively integrate acquisitions into our operations, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain as reported by Answerthink for tax purposes and the possible outcome of pending litigation and our actions in connection with such litigation as well as other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.