Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

    

 

  For the fiscal year ended December 31, 2002

 

¨

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

           Commission file number: 0-20971

 

 

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

71-0788538

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

20 Harvard Mill Square

Wakefield, Massachusetts

 

01881

(Address of principal executive offices)

 

(Zip Code)

 

(781) 246-3343 Registrant’s telephone number including area code:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, $0.01 par value

(Title of class)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x   No   ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934  ¨

 

The aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant (assuming for these purposes, but not conceding, that all executive officers and directors are “affiliates” of the registrant) was approximately $43.9 million as of March 18, 2003.

 

As of March 18, 2003, the number of shares outstanding of the registrant’s common stock was 11,431,265.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the proxy statement for the registrant’s annual meeting of stockholders to be held on May 22, 2003 are incorporated by reference into Part III of this Annual Report on Form 10-K.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements under “Business,” “Properties,” “Legal Proceedings,” “Market for Registrant’s Common Stock and Related Stockholder Matters” and “Management Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report on Form 10-K (this “Form 10-K”) constitute forward-looking statements under 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 future earnings per share, future revenues, future operating income, future cash flows, potential dividends, potential business combination transactions, competitive and strategic initiatives, potential stock repurchases, and future liquidity needs. These statements involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, growth, performance, earnings per share or achievements to be materially different from any future results, levels of activity, growth, performance, earnings per share or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under “Business – Factors Affecting Finances, Business Prospects and Stock Volatility” and elsewhere in this Form 10-K.

 

The forward-looking statements included in this Form 10-K relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “believe,” “anticipate,” “future,” “forward,” “potential,” “estimate,” “encourage,” “opportunity,” “decide,” “goal,” “objective,” “quality,” “growth,” “leader,” “could,” “expect,” “intend,” “plan,” “expand,” “focus,” “build,” “through,” “strategy,” “expiration,” “provide,” “offer,” “maximize,” “meet,” “allow,” “allowed,” “represent,” “commitment,” “lend,” “create,” “implement,” “result,” “seek,” “increase,” “add,” “establish,” “pursue,” “feel,” “work,” “perform,” “make,” “continue,” “can,” “will,” “going,” “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 Form 10-K. Factors that may cause actual results, goals, targets or objectives to differ materially from those contemplated, projected, forecast, estimated, anticipated, planned or budgeted in such forward-looking statements include, among others, the following possibilities: (1) inability to effect a business combination, execute upon growth objectives, pay a dividend or repurchase shares in the future on terms acceptable to us; (2) changes in industry trends, such as a decline in the demand for Solutions services or delays in industry-wide IT spending, whether on a temporary or permanent basis and/or delays by customers in initiating new projects or continuing new project milestones; (3) adverse developments and volatility involving debt, equity, currency or technology market conditions; (4) the occurrence of lawsuits or adverse results in litigation or tax matters; (5) failure to obtain new customers or retain significant existing customers; (6) loss of key executives; (7) general economic and business conditions (whether foreign, national, state or local) which include, but are not limited to, changes in interest or currency exchange rates; (8) failure of the middle market and the needs of middle-market enterprises for IT Solutions 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) expanding outsourcing services to generate additional revenue; and/or (11) any changes in ownership that would result in a limitation on the use of the net operating loss carry-forward under applicable tax laws, which is included in the net deferred tax asset of approximately $22.9 million as of December 31, 2002 as referred to in this Form 10-K. 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.” 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 Form 10-K to conform such statements to actual results.

 

-2-
 

EDGEWATER TECHNOLOGY, INC.

 

Form 10-K

Annual Report

For the Year Ended December 31, 2002

 

TABLE OF CONTENTS

 

 

  

 

  

Page

 

PART I

 

Item 1.

  

Business

  

4

Item 2.

  

Properties

  

19

Item 3.

  

Legal Proceedings

  

19

Item 4.

  

Submission of Matters to a Vote of Security Holders

  

20

 

PART II

 

Item 5.

  

Market for Registrant’s Common Stock and Related Stockholder Matters

  

20

Item 6.

  

Selected Financial Data

  

22

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results

  

24

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

  

33

Item 8.

  

Financial Statements and Supplementary Data

  

33

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

54

 

PART III

 

Item 10.

  

Directors and Executive Officers of the Registrant

  

55

Item 11.

  

Executive Compensation

  

55

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

  

55

Item 13.

  

Certain Relationships and Related Transactions

  

55

Item 14.

  

Controls and Procedures

  

55

 

PART IV

 

Item 15.

  

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  

56

 

OTHER ITEMS

 

 

  

SignaturesPower of Attorney302 Certification of President and Chief Executive Officer

  

64

64

65

 

  

302 Certification of Chief Financial Officer

  

66

 

 

 

-3-
 

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