-----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, VM/TIU8zhbHIxxNQ+8fizpqIiuKYjYFIauhapq3gg5upDPAe0XF2VBZl2Tg9vgau xAo+Nn3RfcI/7E3/JILx7g== 0000912057-00-011271.txt : 20000314 0000912057-00-011271.hdr.sgml : 20000314 ACCESSION NUMBER: 0000912057-00-011271 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000124 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTMAN HART INC CENTRAL INDEX KEY: 0001009403 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 363797833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28166 FILM NUMBER: 568115 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DR STREET 2: STE 3500 CITY: CHICAGO STATE: IL ZIP: 60606-6618 BUSINESS PHONE: 3129229200 MAIL ADDRESS: STREET 1: 311 S WACKER DR STE3500 CITY: CHICAGO STATE: IL ZIP: 60606-6618 8-K/A 1 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 24, 2000 ---------------- Whittman-Hart, Inc. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-28166 36-3797833 - ---------------------------- ------------ ------------------ (State or Other Jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618 - ----------------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (312) 922-9200 -------------- Item 7 of the Report on Form 8-K dated January 24, 2000 and filed by the Registrant on January 26, 2000 is hereby amended to include the press release attached hereto as Exhibit 99.1. ITEM 5. OTHER EVENTS. On January 24, 2000, Whittman-Hart issued the press release attached as Exhibit 99.1 to announce its results of operations for the fourth quarter of 1999. The information contained in the press release is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated January 24, 2000. 2 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. WHITTMAN-HART, INC. Dated: March 13, 2000 By: /s/ Bert B. Young ------------------------------- Bert B. Young Chief Financial Officer and Treasurer 3 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Press Release dated January 24, 2000.
EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 PREMIER B2B INTERNET SERVICES DRIVE RECORD FOURTH-QUARTER, YEAR-END RESULTS FOR WHITTMAN-HART STRATEGIC BUSINESS ACCOMPLISHMENTS IN 1999 ENABLE VISION FOR COMPREHENSIVE SUPPLIER-TO-CONSUMER DIGITAL SOLUTIONS CHICAGO, Jan. 24 /PRNewswire/ -- Whittman-Hart, Inc. (Nasdaq: WHIT - NEWS), a leading provider of enterprise e-Business solutions, today reported record revenues and net income for the fourth quarter and year ended December 31, 1999, marking 15 consecutive quarters of record results. Fourth-quarter revenues increased 34 percent to $133.0 million from $99.6 million for the same period last year. Before acquisitions, fourth-quarter revenues climbed 7 percent to $129.3 million from $121.2 million for the previous quarter. Net income, before costs associated with the acquisition of Four Points Digital LLC and amortization of goodwill associated with the purchase of Fulcrum Solutions Ltd., rose 50 percent to $10.9 million or 16 cents per share from $7.3 million or 12 cents per share during the fourth quarter of 1998. Costs associated with the acquisition include business-combination charges and related tax effects. Net income after these costs climbed 15 percent to $8.4 million from $7.3 million for the previous period. All earnings-per-share figures were calculated on a fully diluted basis. For the year, revenues rose 44 percent to $480.9 million from $333.5 million in 1998. Net income, before costs associated with acquisitions and amortization of goodwill, increased 65 percent to $36.7 million or 57 cents per share from $22.3 million or 39 cents per share. Net income after these costs climbed 45 percent to $30.3 million or 47 cents per share from $20.8 million or 36 cents per share. Performance Highlights "Our record fourth-quarter results capped a tremendous year for Whittman-Hart," said Robert Bernard, Whittman-Hart Chairman and Chief Executive Officer. "Clearly, the highlight of the quarter was the December announcement of our intended merger with USWeb/CKS, which will create the largest pure-play Internet professional services firm in the world." Bernard said the proposed merger with USWeb/CKS was made possible by a series of strategic business accomplishments earlier in the year that established Whittman-Hart as one of the preeminent business-to-business Internet solutions providers. He grouped those accomplishments into four categories: enhanced services offerings, geographic expansion, business partner alliances and operational excellence. Enhanced Service Offerings "Our newly launched brand identity clearly emphasized Whittman-Hart's B2B expertise and positioned us as a leading provider of digital solutions that span the enterprise," Bernard said. "And we further expanded our reach in the marketplace through our comprehensive business hosting solutions offering, which is yet another way for Whittman-Hart to help clients focus on growing their business while we manage their technology environment. Our offering includes strategic alliances with Exodus Communications, APAC Customer Services and Remedy Corp. for Web site hosting, customer call center and help desk services." Geographic Expansion "Our acquisition of Fulcrum Solutions more than doubled our European presence and added a new office in Edinburgh, Scotland, making Whittman-Hart one of the U.K'.s leading e-Business solutions providers. By acquiring Waterfield Technology Group, POV Partners, BALR Corporation and Four Points Digital, we strengthened our e-Commerce, digital strategy and creative marketing capabilities and accelerated the growth of our branch network with new offices in Charlotte and Phoenix." Bernard also cited the openings of Whittman-Hart's branch offices in St. Louis, Pittsburgh and Manchester, England. Business Partner Alliances "Novell's $100 million investment in Whittman-Hart enhances our ability to deliver secure, manageable e-Business solutions that span the enterprise to clients. In addition, our strategic alliance with Novell allows us to train more than 600 consultants on Novell Directory Services (NDS) and develop customized NDS solutions that integrate with leading e-Business applications such as supply chain management and customer relationship management (CRM)." Similarly, Bernard noted, Whittman-Hart's expanded relationship with IBM allows the Company to train 100 consultants on IBM's e-Business and security solutions and develop enterprise-wide solutions that incorporate its products. Whittman-Hart also is developing Internet-based CRM solutions through its new strategic alliance with Onyx Software Corporation. Operational Excellence Bernard emphasized the Web-enablement of the Whittman-Hart Institute of Strategic Education (WHISE), which gives employees around-the-clock access to countless learning and career-development opportunities, and the rollout of Whittman-Hart's new internal business systems, which will streamline and enhance the Company's operating processes. Outlook "Doing business in the digital economy is like playing a game of chess. In the '90s, companies were satisfied with five or six moves -- creating a Web site and hoping that it would generate revenue. That's a losing proposition because it's too internally focused. It does not involve customers and suppliers," Bernard said. "The rules have changed, and companies have been thrust into the middle of a new, complex global game. Whittman-Hart clients realize it is critical to see the entire chessboard so they can make the right moves for their business and anticipate the moves of their competitors. "To win in the Internet Century, companies need digital solutions that reach from the supplier to the customer. They must be willing to make 50 or 60 moves and think multi-dimensionally, to take risks and architect a strategy that integrates the entire value chain," he added. "Our proposed merger with USWeb/CKS will bring all of the pieces together and give companies the ability to create visionary products and services, market them using entirely new channels, and deliver highly personalized service based on their customers' needs. "The new company we build will have the scale and expertise to provide comprehensive, supplier-to-consumer digital solutions. We will help companies with a clear vision and the courage to transform their business succeed in the new economy," Bernard concluded. Whittman-Hart intends to mail the joint proxy relating to its intended merger with USWeb/CKS on or about January 28, 2000, to its shareholders. In connection with the intended merger, Whittman-Hart will call a special meeting of its shareholders on or about February 28, 2000. About Whittman-Hart Headquartered in Chicago, Whittman-Hart helps clients improve marketplace performance by creating the essential connections between business and technology. In 1999, FORTUNE ranked Whittman-Hart as one of America's Fastest-Growing Companies. In 1998 and 1997, Forbes named Whittman-Hart one of the 200 Best Small Companies in America. In 1998, Standard & Poor's added the Company to its S&P SmallCap 600 Index. Whittman-Hart has approximately 4,100 employees in 23 branch offices throughout the United States and the United Kingdom. Whittman-Hart recently announced its intention to merge with USWeb/CKS. Its Web site is www.whittman-hart.com. Safe Harbor Provision Statements in this report that are not strictly historical are "forward-looking" statements, which are subject to risk and uncertainty. Factors that could cause actual results to differ materially include but are not limited to: competition, acquisitions, attracting and retaining highly skilled employees, managing risks associated with client projects as well as other risks detailed in the Company's reports filed with the Securities and Exchange Commission, including its prospectus and 10Q filings. WHITTMAN-HART, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited)
Three Months Ended Twelve Months Ended December 31, December 31, December 31, December 31, 1999 1998 1999 1998 --------- --------- --------- ----------- Revenues $133,010 $99,573 $480,911 $333,502 Cost of services 73,976 56,109 269,240 190,982 -------- -------- -------- -------- Gross profit 59,034 43,464 211,671 142,520 Costs and expenses: Selling 6,451 4,320 22,773 14,028 Recruiting 2,837 2,700 10,825 11,328 General and administrative 34,795 25,925 124,555 86,303 Business combination costs 2,588 - 7,281 775 -------- -------- -------- -------- Total costs and expenses 46,671 32,945 165,434 112,434 -------- -------- -------- -------- Operating income 12,363 10,519 46,237 30,086 Other income (expense) 2,891 1,764 8,148 5,700 -------- -------- -------- -------- Income before income taxes 15,254 12,283 54,385 35,786 Income tax 6,898 5,030 24,095 14,961 -------- -------- -------- -------- Net income $8,356 $7,253 $30,290 $20,825 ======== ======== ======== ======== Basic earnings per share $0.14 $0.13 $0.53 $0.40 ======== ======== ======== ========= Diluted earnings per share $0.12 $0.12 $0.47 $0.36 ======== ======== ======== ========= *Supplemental diluted earnings per share $0.16 $0.12 $0.57 $0.39 ======== ======== ======== ========= Weighted average number of common shares outstanding 59,619 53,960 56,641 52,244 ======== ======== ======== ======== Weighted average number of common and common equivalent shares outstanding 70,075 58,933 64,429 57,258 ======== ======== ======== ======== *Supplemental Data: (a) Income before income taxes $15,254 $12,283 $54,385 $35,786 Business combination costs 2,588 - 7,281 775 Goodwill amortization 252 - 252 - -------- -------- -------- -------- Supplemental income before income taxes 18,094 12,283 61,918 36,561 Supplemental income taxes 7,204 5,030 25,238 14,284 ======== ======== ======== ======== Supplemental net income $10,890 $7,253 $36,680 $22,277 ======== ======== ======== ======== Supplemental basic earnings per share $0.18 $0.13 $0.65 $0.43 Supplemental diluted earnings per share $0.16 $0.12 $0.57 $0.39
Note: All the amounts have been restated to reflect the acquisitions of Waterfield Technology Group in March 1999, BALR Corpotation in August 1999, and Four Points Digital L.L.C. in November 1999. These acquistions were accounted for using the pooling-of-interests method of accounting. (a) The supplemental data excludes one-time business combinations costs and goodwill amortization. WHITTMAN-HART, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)
December 31, December 31, 1999 1998 ------------ ------------ Assets Current assets: Cash and cash equivalents $147,816 $ 50,710 Short-term investments 80,424 70,479 Trade accounts receivable, net 90,709 61,299 Prepaid expenses and other current assets 11,847 4,030 Deferred income taxes 23,478 988 Total current assets 354,274 187,506 Property and equipment, net 68,019 35,192 Long-term investments 56,095 30,196 Intangible assets 29,250 - Other assets 1,501 1,449 Total assets $509,139 $254,343 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and other current liabilities $ 19,341 $ 17,349 Accrued compensation and related costs 28,289 22,255 Total current liabilities 47,630 39,604 Deferred income taxes 4,932 879 Deferred rent 1,865 1,672 Other liabilities 57 567 Total liabilities 54,484 42,722 Stockholders' equity 454,655 211,621 Total liabilities and stockholders' equity $509,139 $254,343
Note: All the amounts have been restated to reflect the acquisitions of Waterfield Technology Group in March 1999, BALR Corporation in August 1999, and Four Points Digital L.L.C. in November 1999. These acquistions were accounted for using the pooling-of-interests method of accounting. # # # Financial contact: Dean Dranias Investor Relations Manager Whittman-Hart, Inc. (312) 602-6155 dean.dranias@whittman-hart.com Media contact: Laura Field Marni Gordon Director of Corporate Communications Vice President Whittman-Hart, Inc. Edelman Public Relations (312) 913-3052 (312) 240-2633 laura.field@whittman-hart.com mpgordon@edelman.com -----END PRIVACY-ENHANCED MESSAGE-----