-----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, FrQ20XpnA4uEO+d1OZQ3flRgbGPYyUtDzduN02fMwuwqwt5GcTpnv824Ljo2lNki iHmK3q/SP0iMDRAYAktfIA== 0000950131-02-000327.txt : 20020414 0000950131-02-000327.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950131-02-000327 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020131 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMONDCLUSTER INTERNATIONAL INC CENTRAL INDEX KEY: 0000924940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 364069408 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22125 FILM NUMBER: 02524771 BUSINESS ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE SUITE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3122555000 MAIL ADDRESS: STREET 1: 875 NORTH MICHIGAN AVE STE 3000 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND TECHNOLOGY PARTNERS INC DATE OF NAME CHANGE: 19961212 8-K 1 d8k.txt FORM 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): January 31, 2002 DiamondCluster International, Inc. (Exact name of registrant as specified in its charter)
Delaware 000-22125 36-4069408 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number)
John Hancock Center 875 North Michigan Avenue, Suite 3000 60611 Chicago, Illinois 60611 (Zip Code) (Address of principal executive offices) 312-255-5000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Items The registrant issued a press release and held a conference call with analysts, investors and members of the public on January 31, 2002 announcing third quarter results for fiscal year 2002 and issuing guidance for the first quarter of the fiscal year 2003. The press release is filed herewith under Item 7(c). The registrant noted that certain remarks made during the conference call and in the press release were forward-looking statements and that investors and analysts should realize that actual results might differ materially. The registrant further stated that any forward-looking statements speak only as of today's date, January 31, 2002, and that it undertakes no duty to update this information in the future. The risks and uncertainties associated with the registrant's business are highlighted in its filings with the Securities and Exchange Commission, including the Form 10-Q for the quarter ended September 30, 2001. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) None (b) None (c) Exhibits Exhibit No. Document ----------- -------- 99 Press Release - 2 - SIGNATURE 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. DIAMONDCLUSTER INTERNATIONAL, INC. By: /s/ Karl E. Bupp ----------------------------------- Chief Financial Officer January 31, 2002 - 3 - EXHIBIT INDEX Exhibit No. Document Page - ----------- -------- ---- 99 Press Release 1 - 4 - EX-99 3 dex99.txt PRESS RELEASE Exhibit 99 News Release FOR IMMEDIATE RELEASE Investor Contacts: Julia Wallace Potter (312) 255-5055 julia.potter@diamondcluster.com Margaret Boyce (312) 255-5487 margaret.boyce@diamondcluster.com Media Contact: David Moon 312-255-4560 david.moon@diamondcluster.com DIAMONDCLUSTER INTERNATIONAL REPORTS THIRD QUARTER FISCAL YEAR 2002 RESULTS CHICAGO, January 31, 2002--DiamondCluster International, Inc. (Nasdaq: DTPI), a business strategy and technology solutions firm, today announced results for its third quarter fiscal year 2002 (ended December 31, 2001). Revenue before out-of-pocket reimbursements ("net revenue") for the third quarter was $36.2 million, compared with $75.4 million for the third quarter of the prior fiscal year. The company reported a cash EPS loss of ($0.16) per diluted share for the third quarter, compared with cash EPS income of $0.30 per diluted share reported for the third quarter of the prior fiscal year. On a GAAP basis, the company reported a net loss of ($43.1) million, or a loss of ($1.39) per diluted share, due primarily to the amortization of goodwill and non-cash compensation costs associated with the Cluster Consulting transaction that closed on November 28, 2000 and a previously announced restructuring charge. The restructuring charge of $15.5 million taken during the third quarter related to various personnel reductions and other business realignment actions. The company ended the quarter with a cash balance of $113.3 million as of December 31, 2001. Revenue including out-of-pocket reimbursements was $40.4 million for the third quarter of fiscal year 2002, compared with $84.2 million in the year-ago period. The company has adopted the provisions of the Financial Accounting Standards Board (FASB) staff announcement regarding the "income statement classification of (more) reimbursements received for `out-of-pocket' expenses incurred" during the quarter ended December 31, 2001. In accordance with the provisions of the announcement, the company adjusted revenue for all periods reported to include 'out-of-pocket' expenses and administrative charges billed to clients. Previously, these out-of-pocket reimbursements and administrative charges were being recorded as a reduction of operating expenses. Adoption of the provisions of this FASB announcement had no impact on reported net income (loss) or earnings (loss) per share for either the current period or past periods. For the first nine months of fiscal year 2002, net revenue was $145.1 million compared with $191.7 million for the first nine months of fiscal year 2001. Revenue including out-of-pocket reimbursements for the first nine months was $162.9 million, compared with $221.2 million for the year ago period. The company reported a cash EPS loss of ($0.14) per diluted share for the first nine months of fiscal 2002, compared with cash EPS income of $0.84 per diluted share for the first nine months of the prior fiscal year. On a GAAP basis, the company reported a net loss of ($3.32) per diluted share for the first nine months of fiscal year 2002. "While we are not yet ready to call the turn, we do believe we have seen the bottom," said DiamondCluster Chairman and CEO Mel Bergstein. "We are optimistic about the March quarter based on trends in our business in January. We are hearing and seeing early signs that business in North America is slowly resuming. We also see European budgets opening up in the new year, though the economic uncertainty in Europe remains. We are expecting net revenue for the March quarter to be flat to up 10% compared with the December quarter." DiamondCluster ended the December quarter with 958 client-serving professionals, compared with 1,063 on December 31, 2000 and 1,095 on September 30, 2001. The company performed work for 63 clients in the quarter, compared with 95 clients served in the third quarter of the prior year. The company served 20 new clients in the quarter, representing 10% of third quarter revenue. The top five clients represented 40% of revenue and European and Latin American clients represented 42% of revenue in the third quarter. "While we are disappointed in our December results, a number of key metrics trended better than expected," said DiamondCluster CFO Karl Bupp. "Days billings outstanding was down to 42 days, expenses came in nearly $1 million less than we were anticipating and our cash balance remained healthy at over $113 million." Conference Call Management from DiamondCluster International will host a conference call on Thursday, January 31, 2002 at 9:00am EDT to discuss the results of the quarter. The call will be webcast live and archived on DiamondCluster's web site at www.diamondcluster.com/investors. About DiamondCluster International DiamondCluster International, Inc. (Nasdaq: DTPI) is a premier business strategy and technology solutions firm delivering value to clients worldwide by developing and implementing innovative digital strategies that capitalize on the opportunities presented by new technologies. Headquartered in Chicago, DiamondCluster also has offices in Barcelona, Boston, Dusseldorf, Lisbon, London, Madrid, Munich, New York, Paris, San Francisco and Sao Paulo. Visit www.diamondcluster.com for more information. # # # DiamondCluster International Third Quarter DIAMONDCLUSTER INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)
For the Three Months Ended For the Nine Months Ended -------------------------- ------------------------- Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2001 2000 2001 2001 ------------ ------------ ------------ ------------ (unaudited) (unaudited) Revenue before out-of-pocket reimbursements (net revenue)(1) $ 36,159 $ 75,439 $ 145,100 $ 191,672 Out-of-pocket reimbursements(1) 4,237 8,729 17,769 29,567 ----------- ---------- ---------- ---------- REVENUE(1) $ 40,396 $ 84,168 $ 162,869 $ 221,239 =========== ========== ========== ========== OPERATING EXPENSES: Project personnel and related expenses before out-of-pocket reimbursable expenses(1) 30,881 38,731 103,206 102,386 Out-of-pocket reimbursable expenses(1) 4,237 8,729 17,769 29,567 ----------- ---------- ---------- ---------- Project personnel and related expenses(1) 35,118 47,460 120,975 131,953 Professional development and recruiting 2,794 7,752 10,020 18,888 Marketing and sales 1,375 3,344 5,887 9,594 Management and administrative support 11,142 12,137 36,823 27,099 ----------- ---------- ---------- ---------- 50,429 70,693 173,705 187,534 ----------- ---------- ---------- ---------- INCOME (LOSS) FROM OPERATIONS BEFORE GOODWILL AMORTIZATION NONCASH COMPENSATION AND RESTRUCTURING CHARGE (10,033) 13,475 (10,836) 33,705 ----------- ---------- ---------- ---------- Goodwill amortization 15,462 5,885 46,345 6,589 Noncash compensation 13,004 4,951 39,980 4,951 Restructuring charge 15,542 -- 15,542 -- ----------- ---------- ---------- ---------- TOTAL OTHER EXPENSES 44,008 10,836 101,867 11,540 ----------- ---------- ---------- ---------- INCOME (LOSS) FROM OPERATIONS (54,041) 2,639 (112,703) 22,165 OTHER INCOME (EXPENSE), NET 1,353 2,480 567 8,485 ----------- ---------- ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES (52,688) 5,119 (112,136) 30,650 INCOME TAXES (9,580) 6,287 (10,393) 16,244 ----------- ---------- ---------- ---------- NET INCOME (LOSS) $ (43,108) $ (1,168) $ (101,743) $ 14,406 =========== ========== ========== ========== BASIC EARNINGS (LOSS) PER SHARE $ (1.39) $ (0.04) $ (3.32) $ 0.57 =========== ========== ========== ========== DILUTED EARNINGS (LOSS) PER SHARE $ (1.39) $ (0.04) $ (3.32) $ 0.47 =========== ========== ========== ========== COMMON SHARES OUTSTANDING 30,946 26,919 30,684 25,105 COMMON SHARES ASSUMING DILUTION 30,946 26,919 30,684 30,623
(1) In accordance with Financial Accounting Standards Board Staff Announcement regarding the income statement classification of out-of-pocket expense reimbursements, the Company adjusted revenue for all periods reported to include out-of-pocket reimbursements. In addition, the Company adjusted revenue for all periods reported to include administrative charges billed to clients. Previously, these out-of-pocket reimbursements and administrative charges were being classified as a reduction of project personnel and related expenses. This change in classification has no effect on previously reported net income or earnings (loss) per share for either the current period or past periods. DiamondCluster International Third Quarter DIAMONDCLUSTER INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
Dec. 31, March 31, 2001 2001 ----------- --------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 113,345 $ 151,358 Accounts receivable, net of allowance of $2,204 and $2,028 as of December 31, 2001 and March 31, 2001, respectively 16,985 32,879 Prepaid expenses and deferred taxes 12,644 18,153 --------- --------- Total current assets 142,974 202,390 Computers, equipment and sofware, net 17,334 16,182 Other assets 18,204 8,084 Goodwill, net 250,511 295,600 --------- --------- Total assets $ 429,023 $ 522,256 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 8,268 $ 7,824 Note payable -- 500 Accrued expenses and other 30,220 61,565 --------- --------- Total current liabilities 38,488 69,889 Stockholders' equity: Common stock, 30,972 shares outstanding as of December 31, 2001 and 30,394 shares outstanding as of March 31, 2001 608,433 611,179 Unearned compensation (133,096) (177,375) Accumulated other comprehensive income (2,871) (1,249) Retained earnings (deficit) (81,931) 19,812 --------- --------- Total stockholders' equity 390,535 452,367 --------- --------- Total liabilities and stockholders' equity $ 429,023 $ 522,256 ========= =========
DiamondClusster International Third Quarter DIAMONDCLUSTER INTERNATIONAL, INC. CALCULATION OF CASH EPS (In thousands, except per share data)
For the Three Months Ended For the Nine Months Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2001 2000 2001 2000 ----------- ------------ ----------- ----------- (unaudited) (unaudited) Revenue before out-of-pocket reimbursements (net revenue)(1) $ 36,159 $ 75,439 $145,100 $191,672 Out-of-pocket reimbursements(1) 4,237 8,729 17,769 29,567 -------- -------- -------- -------- REVENUE(1) $ 40,396 $ 84,168 $162,869 $221,239 INCOME FROM OPERATIONS BEFORE GOODWILL AMORTIZATION, NONCASH COMPENSATION AND RESTRUCTURING CHARGE (10,033) 13,475 (10,836) 33,705 OTHER INCOME, NET(2) 1,353 2,480 3,358 8,485 -------- -------- -------- -------- CASH INCOME BEFORE INCOME TAXES (8,680) 15,955 (7,478) 42,190 INCOME TAXES (assuming 39% effective rate) (3,385) 6,222 (2,916) 16,454 -------- -------- -------- -------- CASH NET INCOME (LOSS) $ (5,295) $ 9,733 $ (4,562) $ 25,736 ======== ======== ======== ======== DILUTED CASH EARNINGS PER SHARE $ (0.16) $ 0.30 $ (0.14) $ 0.84 ======== ======== ======== ======== COMMON SHARES INCLUDING COMMON STOCK EQUIVALENTS(3) 32,948 32,334 32,661 30,623 PRO FORMA REVENUE BEFORE OUT-OF-POCKET REIMBURSEMENTS (NET REVENUE) $ 36,159 $ 92,126 $145,100 $252,339 PROFORMA REVENUE 40,396 103,326 162,869 289,561
(1) In accordance with Financial Accounting Standards Board Staff Announcement regarding the income statement classification of out-of-pocket expense reimbursements, the Company adjusted revenue for all periods reported to include out-of-pocket reimbursements. In addition, the Company adjusted revenue for all periods reported to include administrative charges billed to clients. Previously, these out-of-pocket reimbursements and administrative charges were being classified as a reduction of project personnel and related expenses. This change in classification has no effect on previously reported net income or earnings (loss) per share for either the current period or past periods. (2) Nine months ended December 31, 2001 excludes a non-operating charge for a write down of equity investments of $3.6 million and a foreign exchange gain of $0.8 million. (3) Includes anti-dilutive common stock equivalents during the three months and nine months ended December 31, 2001. Had these not been included, cash (loss) per share would have been ($0.17) and ($0.15) per share, respectively, for these periods. -----END PRIVACY-ENHANCED MESSAGE-----