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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------
FORM 10-Q
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for quarterly period ended December 31, 2002.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period _________ to __________
Commission File Number 000-31451
BearingPoint, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 22-3680505
(State or other jurisdiction of incorporation or organization) (IRS EmployerIdentification No.)
1676 International Drive, McLean, VA 22102
(Address of principal executive office) (Zip Code)
(703) 747-3000
(Registrant's telephone number, including area code)
(Former name, if changed since last report)
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 was
required to file reports), and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO ______________________
--------------------
Indicate by check mark whether registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act).
YES X NO ______________________
--------------------
The number of shares of common stock of the Registrant outstanding as of January
31, 2003 was 189,545,119.
1
BEARINGPOINT, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2002
TABLE OF CONTENTS
PART I - FINANCIAL STATEMENTS
Item 1: Financial Statements (unaudited)
Consolidated Condensed Statements of Operations for the Three and Six Months Ended December 31,
2002 and 2001 ..................................................................................... 3
Consolidated Condensed Balance Sheets as of December 31, 2002 and June 30, 2002 ................... 4
Consolidated Condensed Statements of Cash Flows for the Six Months Ended December 31, 2002 and
2001 .............................................................................................. 5
Notes to Consolidated Condensed Financial Statements .............................................. 6
Item 2: Management's Discussion and Analysis of Financial Condition and Results of
Operations ........................................................................................ 15
Item 3: Quantitative and Qualitative Disclosure about Market Risk ................................ 23
Item 4: Controls and Procedures .................................................................. 23
PART II - OTHER INFORMATION:
Item 1: Legal Proceedings ........................................................................ 24
Item 2: Changes in Securities and Use of Proceeds ................................................ 24
Item 4: Submission of Matters to a Vote of Security Holders ...................................... 24
Item 6: Exhibits ................................................................................. 24
SIGNATURES ........................................................................................ 26
CERTIFICATIONS .................................................................................... 27
2
PART I, ITEM 1. - FINANCIAL STATEMENTS
BEARINGPOINT, INC.
(formerly KPMG Consulting, Inc.)
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
------------- ------------- ------------- -------------
Revenue $ 807,911 $ 593,218 $ 1,555,471 $ 1,202,109
Costs of service:
Professional compensation 356,728 247,746 701,575 492,832
Other direct contract expenses 179,035 155,543 342,433 299,736
Other costs of service 73,431 57,000 138,787 112,648
------------- ------------- ------------- -------------
Total 609,194 460,289 1,182,795 905,216
------------- ------------- ------------- -------------
Gross margin 198,717 132,929 372,676 296,893
Amortization of purchased intangible assets 7,085 1,005 12,119 1,005
Selling, general and administrative expenses 155,491 113,985 292,907 233,171
------------- ------------- ------------- -------------
Operating income 36,141 17,939 67,650 62,717
Interest expense 3,464 491 5,170 1,114
Interest income (711) (518) (1,320) (1,288)
Other (income) expense, net 278 (175) 22 572
------------- ------------- ------------- -------------
Income before taxes 33,110 18,141 63,778 62,319
Income tax expense 16,721 11,547 32,208 33,410
------------- ------------- ------------- -------------
Income before cumulative effect of change
in accounting principle 16,389 6,594 31,570 28,909
Cumulative effect of change in accounting
principle -- -- -- (79,960)
------------- ------------- ------------- -------------
Net income (loss) $ 16,389 $ 6,594 $ 31,570 $ (51,051)
============= ============= ============= =============
Earnings (loss) per share - basic and diluted:
Income before cumulative effect of change in
accounting principle $ 0.09 $ 0.04 $ 0.17 $ 0.18
Cumulative effect of change in accounting
principle -- -- -- (0.50)
------------- ------------- ------------- -------------
Net income (loss) $ 0.09 $ 0.04 $ 0.17 $ (0.32)
============= ============= ============= =============
Weighted average shares - basic 189,534,511 156,772,191 180,806,072 157,551,858
============= ============= ============= =============
Weighted average shares - diluted 189,620,419 157,472,735 180,898,230 158,389,471
============= ============= ============= =============
3
BEARINGPOINT, INC.
(formerly KPMG Consulting, Inc.)
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except share amounts)
December 31, June 30,
2002 2002
----------- -----------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 49,307 $ 203,597
Accounts receivable, net 373,500 246,792
Unbilled revenues, net 206,501 128,883
Prepaid and other current assets 87,342 67,941
----------- -----------
Total current assets 716,650 647,213
Property and equipment, net 103,090 60,487
Goodwill and other intangible assets, net 1,061,458 163,315
Other assets 14,818 24,116
----------- -----------
Total assets $ 1,896,016 $ 895,131
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of notes payable $ 39,074 $ 1,846
Accounts payable 105,274 62,810
Accrued payroll and related liabilities 222,514 130,554
Other current liabilities 158,888 88,085
----------- -----------
Total current liabilities 525,750 283,295
Noncurrent portion of notes payable 253,300 --
Other liabilities 49,616 9,966
----------- -----------
Total liabilities 828,666 293,261
Stockholders' Equity :
Preferred Stock, $.01 par value 10,000,000 shares authorized -- --
Common Stock, $.01 par value 1,000,000,000 shares authorized,
193,357,369 shares issued on December 31, 2002 and
161,478,409 shares issued on June 30, 2002 1,924 1,605
Additional paid-in capital 1,074,356 689,210
Accumulated deficit (9,851) (41,421)
Notes receivable from stockholders (10,442) (10,151)
Accumulated other comprehensive gain (loss) 47,090 (1,646)
Common stock held in treasury, at cost (35,727) (35,727)
----------- -----------
Total stockholders' equity 1,067,350 601,870
----------- -----------
Total liabilities and stockholders' equity $ 1,896,016 $ 895,131
=========== ===========
4
BEARINGPOINT, INC.
(formerly KPMG Consulting, Inc.)
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months Ended
December 31,
2002 2001
--------- ---------
Cash flows from operating activities:
Net income (loss) $ 31,570 $ (51,051)
Adjustments to reconcile to net cash provided by (used in)
operating activities:
Cumulative effect of change in accounting principle -- 79,960
Deferred income taxes and other (5,662) (2,507)
Stock awards 8,303 --
Depreciation and amortization 39,986 23,015
Changes in assets and liabilities:
Accounts receivable (5,801) 83,486
Unbilled revenues (44,339) 36,127
Prepaid expenses and other current assets (4,876) (7,677)
Other assets 3,035 12,971
Accrued payroll and related liabilities (3,714) (38,316)
Accounts payable and other current liabilities 2,661 6,305
Other liabilities 8,211 --
--------- ---------
Net cash provided by operating activities 29,374 142,313
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (42,789) (12,497)
Businesses acquired, net of cash acquired (416,413) (33,179)
Purchases of other intangible assets (19,962) (14,641)
Purchases of equity investments -- (2,234)
--------- ---------
Net cash used in investing activities (479,164) (62,551)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 12,468 12,737
Repurchases of common stock -- (27,473)
Proceeds from notes payable 946,014 --
Repayment of notes payable (663,888) (5,947)
Repurchase of minority interest in subsidiary -- (2,092)
Notes receivable from stockholders -- (1,893)
--------- ---------
Net cash provided by (used in) financing activities 294,594 (24,668)
--------- ---------
Effect of exchange rate changes on cash and cash equivalents 906 --
--------- ---------
Net increase (decrease) in cash and cash equivalents (154,290) 55,094
Cash and cash equivalents - beginning of period 203,597 45,914
--------- ---------
Cash and cash equivalents - end of period $ 49,307 $ 101,008
========= =========
Supplementary cash flow information:
Interest paid $ 5,648 $ 737
Taxes paid $ 31,850 $ 29,295
Supplemental non-cash investing and financing activities:
Issuance of common stock for business acquisition $ 364,437
Acquisition obligations from business acquisition $ 5,543
5
BEARINGPOINT, INC.
(formerly KPMG Consulting, Inc.)
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
(unaudited)
Note 1. Basis of Presentation
On October 2, 2002, KPMG Consulting, Inc. changed its name to BearingPoint,
Inc. (referred to below as "we", "BearingPoint", the "Company"). Our brand name
underscores our global commitment to set a clear direction for our clients. In
conjunction with our branding initiative, BearingPoint moved to the New York
Stock Exchange and began trading on October 3, 2002, under the new ticker symbol
"BE." BearingPoint is a global provider of management consulting and business
systems integration services.
The accompanying unaudited interim consolidated condensed financial
statements of BearingPoint, Inc. have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") for quarterly
reports on Form 10-Q. These statements do not include all of the information and
note disclosures required by generally accepted accounting principles, and
should be read in conjunction with our consolidated financial statements and
notes thereto for the fiscal year ended June 30, 2002, included in the Company's
Annual Report on Form 10-K filed with the SEC. The accompanying consolidated
condensed financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America and reflect
adjustments (consisting solely of normal, recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of results for
these interim periods. The results of operations for the three and six months
ended December 31, 2002 are not necessarily indicative of the results that may
be expected for the fiscal year ending June 30, 2003. Certain prior period
amounts have been reclassified to conform with the current period presentation.
6
Note 2. Segment Reporting
Effective in the first quarter of fiscal year 2003, upon completion of a
series of international acquisitions and other transactions, the Company has six
reportable segments in addition to the Corporate/Other category. Performance of
the segments is evaluated based on operating income excluding the costs of
infrastructure functions (such as information systems, finance and accounting,
human resources, legal and marketing). Prior year segment data has been
reclassified to reflect the addition of an international segment.
Three Months Ended
December 31,
2002 2001
----------------------- ----------------------
Operating Operating
Revenue Income Revenue Income
----------------------- ----------------------
Public Services $ 261,133 $ 71,862 $ 236,621 $ 76,365
Communications & Content 90,846 27,837 132,201 31,473
Financial Services 54,791 11,766 53,734 4,016
Consumer & Industrial Markets 93,340 19,797 73,973 13,568
High Technology 37,817 6,713 50,122 7,269
International 271,203 59,675 46,514 (2,284)
Corporate/Other (1) (1,219) (161,509) 53 (112,468)
---------- --------- ---------- ---------
Total $ 807,911 $ 36,141 $ 593,218 $ 17,939
========== ========= ========== =========
Six Months Ended
December 31,
2002 2001
------------------------ ----------------------
Operating Operating
Revenue Income Revenue Income
----------------------- ----------------------
Public Services $ 528,258 $ 149,817 $ 455,341 $ 147,025
Communications & Content 187,041 53,338 265,548 72,762
Financial Services 116,803 26,450 121,439 12,152
Consumer & Industrial Markets 196,051 41,283 158,328 35,736
High Technology 74,842 15,290 112,710 19,765
International 451,924 85,487 88,571 350
Corporate/Other (1) 552 (304,015) 172 (225,073)
---------- --------- ---------- ---------
Total $1,555,471 $ 67,650 $1,202,109 $ 62,717
========== ========= ========== =========
(1) Corporate/Other operating loss is principally due to infrastructure
and shared services costs. Certain costs approximating $11 million for
the three months ended December 31, 2002 were inadvertently included
in Corporate/Other in the Performance Report presented by the Company
in connection with its earnings release on January 30, 2003. These
costs have been appropriately allocated to the segments above to
properly compare the three months ended December 31, 2002 and the
three months ended December 31, 2001. This allocation of costs has no
impact on total operating income for the three months ended December
31, 2002. The Performance Report, which can be viewed in the Investor
Relations section of the Company's website at
http://www.bearingpoint.com, has been revised to reflect the
appropriate cost allocations. In addition, in the Company's Form 8-K
that reported its January 30, 2003 earnings release, it was stated
that the operating income of the Public Services segment declined
versus the previous quarter by $1.3 million to $76.7 million. As
reflected in the above table, after the appropriate cost allocations,
the operating income of the Public Services segment declined versus
the previous quarter by $6.1 million to $71.9 million.
The Company's total consolidated assets as of December 31, 2002 were
$1,896,016, compared to $895,131 as of the year ended June 30, 2002. This change
in total assets of $1,000,885 is primarily due to an increase in goodwill of
$863,071 resulting from the acquisition of KPMG Consulting AG and acquisitions
and other transactions involving various global Andersen Business Consulting
practices. For changes in the carrying amount of goodwill by reportable segment
for the six months ended December 31, 2002, see Note 11, "Goodwill and Other
Intangible Assets."
7
Note 3. Comprehensive Income (Loss)
The components of comprehensive income (loss) are as follows:
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
-----------------------------------------
Income before cumulative effect of change
in accounting principle $ 16,389 $ 6,594 $ 31,570 $ 28,909
Cumulative effect of change in accounting principle -- -- -- (79,960)
-------- -------- -------- --------
Net income (loss) 16,389 6,594 31,570 (51,051)
Foreign currency translation adjustment, net of tax (a) 49,214 129 47,963 769
Unrealized gain on derivative instruments 1,661 -- 773 --
-------- -------- -------- --------
Comprehensive income (loss) $ 67,264 $ 6,723 $ 80,306 $(50,282)
======== ======== ======== ========
(a) Movement in the foreign currency translation adjustment for the three
and six months ended December 31, 2002 is primarily due to
acquisitions in Europe during the first quarter of fiscal 2003
combined with the strengthening of the Euro against the U.S. dollar
Note 4. Earnings Per Share of Common Stock
Basic earnings (loss) per share is computed based on the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed using the weighted average number of common shares outstanding
during the period plus the dilutive effect of potential future issues of common
stock relating to the Company's stock option program and other potentially
dilutive securities. In calculating diluted earnings per share, the dilutive
effect of stock options is computed using the average market price for the
period.
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
---------------------------- ----------------------------
Net income before cumulative effect of
change in accounting principle - basic $ 16,389 $ 6,594 $ 31,570 $ 28,909
Convertible debt adjustment -- -- -- 114
------------ ------------ ------------ ------------
Adjusted income before cumulative effect
of change in accounting principle - diluted 16,389 6,594 31,570 29,023
Cumulative effect of change in
accounting principle -- -- -- (79,960)
------------ ------------ ------------ ------------
Adjusted income (loss) - diluted $ 16,389 $ 6,594 $ 31,570 $ (50,937)
============ ============ ============ ============
Weighted average shares outstanding - basic 189,534,511 156,772,191 180,806,072 157,551,858
Employee stock options 85,908 700,544 92,158 403,585
Convertible debt -- -- -- 434,028
------------ ------------ ------------ ------------
Weighted average shares outstanding - diluted 189,620,419 157,472,735 180,898,230 158,389,471
============ ============ ============ ============
Earnings (loss) per share - basic and diluted $ 0.09 $ 0.04 $ 0.17 $ (0.32)
============ ============ ============ ============
Common shares related to outstanding stock options and other potentially
dilutive securities that were excluded from the computation of diluted earnings
per share as the effect would have been anti-dilutive were 47,655,359 and
25,497,341 for the three months ended December 31, 2002 and 2001, respectively,
and 41,140,522 and 26,360,165 for the six months ended December 31, 2002 and
2001, respectively.
8
Note 5. Change in Estimate
During the current quarter, the Company had a change in estimate, which
decreased the expected remaining useful life of certain systems applications
used as part of its infrastructure operations. This change in estimate is a
result of the Company's continued build-out of certain infrastructure functions
scheduled to be completed in the last quarter of calendar year 2003, which upon
completion will replace these applications. For the three and six months ended
December 31, 2002, this change in estimate resulted in a charge to net income of
$1,183 (net of tax) or $0.01 per share.
Note 6. Business Combinations
During fiscal 2003, the Company continued to expand its operations through
the acquisition of KPMG Consulting AG ("KCA"), the German member firm of KPMG
International, and acquisitions and other transactions with various global
Andersen Business Consulting practices.
KPMG Consulting AG
Effective August 1, 2002, as part of a significant expansion in our
international presence, the Company acquired 100% of the outstanding shares of
KCA pursuant to a share purchase agreement, for approximately $651,420. The
purchase of KCA was paid for through the issuance of 30,471,309 shares of common
stock to the sellers at $11.96 per share, $273,583 in cash to the sellers, and
approximately $13,400 in acquisition related transaction costs incurred to date.
KCA's operations consist primarily of consulting practices in Germany,
Switzerland and Austria. The preliminary allocation of the purchase price to
assets acquired and liabilities assumed was as follows:
Preliminary
Allocation of
Purchase Price
--------------
Current assets $ 138,479
Goodwill 655,318
Purchased intangibles 22,488
Acquired software 8,018
Other long-lived assets 15,755
------------
Total assets $ 840,058
Current liabilities (133,886)
Long-term liabilities (54,752)
------------
Net assets $ 651,420
============
Purchased intangibles acquired include backlog of $21,084 and trade name of
$1,404. Goodwill is expected to be non-deductible for foreign income tax
purposes. However, the goodwill is expected to have U.S. income tax basis that
may have beneficial impact on future tax credits upon possible repatriation of
earnings.
9
Pro Forma Results
Effective August 1, 2002, the results of KCA's operations have been
included in the consolidated financial results of the Company. The following
unaudited pro forma financial information presents the combined results of
operations of the Company and KCA as if the acquisition had occurred as of the
beginning of the periods presented. The pro forma financial information has been
prepared using information derived from the Company's and KCA's historical
consolidated financial statements. The unaudited pro forma financial information
is presented for informational purposes only and does not purport to be
indicative of the Company's future results of operations or financial position
or what the Company's results of operations or financial position would have
been had the Company completed the acquisition of KCA at an earlier date. The
pro forma adjustments are based on available information and upon assumptions
that the Company believes are reasonable.
Six Months Ended
December 31,
2002 2001
-----------------------------
Revenue $ 1,596,325 $ 1,471,246
Income before cumulative effect of change in accounting principle 29,691 37,172
Cumulative effect of change in accounting principle -- (79,960)
Net income (loss) $ 29,691 $ (42,788)
Earnings (loss) per share - basic and diluted:
Income before cumulative effect of change in accounting principle $ 0.16 $ 0.20
Cumulative effect of change in accounting principle -- (0.43)
------------- -------------
Net income (loss) $ 0.16 $ (0.23)
============= =============
Weighted average shares - basic 189,251,924 188,023,167
============= =============
Weighted average shares - diluted 189,344,082 188,860,780
============= =============
The unaudited pro forma financial information above reflects the following
adjustments to the historical consolidated financial statements for the six
months ended December 31, 2002 and 2001: amortization expense on purchased
intangible assets consisting of backlog and tradename in the amount of $999 (net
of tax) and $5,991 (net of tax), respectively; interest expense associated with
the debt financing of the Company's acquisition of KCA of $377 (net of tax) and
$2,561 (net of tax), respectively; and an increase in the number of weighted
average common shares outstanding of 8,445,852 and 30,471,309, respectively, as
a result of including shares issued as consideration for the equity portion of
the purchase price. The unaudited pro forma financial information for the six
months ended December 31, 2001, includes a non-recurring charge of $20,229
($12,783 net of tax), predominately related to a reduction in workforce. For the
pro forma effects of this acquisition on the Company's results of operations for
the year ended June 30, 2002, and the Company's financial position at June 30,
2002, refer to the Company's Form 8-K/A filed with the SEC on October 17, 2002.
Andersen Business Consulting
On July 1, 2002, the Company finalized its previously announced agreement
to hire certain partners and staff formerly associated with Andersen Business
Consulting in the United States for $65,152, including acquisition related
transaction costs of $4,802. The transaction added approximately 1,490
professionals to the Company's U.S. billable workforce. The preliminary
allocation of the transaction price resulted in the allocation of $65,152 to
goodwill.
On August 1, 2002, the Company acquired 100% of the shares outstanding of
the business consulting unit of Arthur Andersen y Cia in Spain for approximately
$27,070, of which approximately $5,500 has been recorded as an acquisition
obligation to be paid upon completion of certain post-closing requirements. The
preliminary allocation of the purchase price to acquired assets and liabilities
resulted in the allocation of $28,694 to goodwill.
10
On August 1, 2002, the Company acquired certain assets and liabilities of
the Andersen Business Consulting unit in Japan for approximately $19,700. The
preliminary allocation of the purchase price to acquired assets and liabilities
resulted in $14,612 of goodwill and $632 of purchased intangibles.
Effective September 1, 2002, the Company acquired certain assets and
liabilities of the Andersen Business Consulting unit in France for approximately
$15,650. The preliminary allocation of the purchase price to acquired assets and
liabilities resulted in the allocation of $29,051 to goodwill and $1,951 to
purchased intangibles.
Additionally, during the first quarter of fiscal 2003, the Company
completed the acquisition of all or portions of Andersen Business Consulting
units or related assets in Switzerland, Norway, Finland, Sweden, Singapore,
South Korea, and Peru, the hire of certain employees formerly associated with
the Andersen Business Consulting unit in Brazil, the acquisition of the Business
Consulting practice of Ernst & Young in Brazil, and the acquisition of the
assets of the consulting unit of the KPMG International member firm in Finland
for a total of approximately $17,350. The preliminary allocation of the purchase
price to acquired assets and liabilities resulted in the allocation of $20,255
to goodwill and $1,335 of purchased intangibles.
The pro forma effects on operations of the Andersen Business Consulting
transactions were not material.
Restructuring Charges
In December 2002, the Company announced a restructuring of the former KCA
business, under which the Company plans to reduce its workforce by approximately
700 employees, in order to balance workforce capacity with market demand for
services. The action impacts approximately four percent of the Company's global
workforce and is limited to its German, Austrian and Swiss consulting
operations. This reduction-in-force and its associated expenses have been
accounted for as part of the acquisition of KCA in the amount of $16,370, none
of which was disbursed as of December 31, 2002. The plans for this
restructuring, including finalizing the costs of the action with the appropriate
regulatory bodies, are expected to be finalized in the quarter ended March 31,
2003, and fully implemented by the end of the fiscal year.
In connection with the acquisition of certain European Andersen Business
Consulting practices, the Company is in the process of finalizing plans of
restructuring to balance resources with market demand for services, including
finalizing the cost of the actions with appropriate regulatory bodies. The
Company also plans to exit redundant office facilities and consolidate staff in
selected facilities. The Company's preliminary estimate of these acquisition
liabilities is approximately $4,000, none of which was disbursed through
December 31, 2002. The plans are expected to be finalized and fully implemented
by the end of the fiscal year, subject to regulatory approvals.
For all of the acquisitions noted above, the Company is in the process of
finalizing the allocation of the purchase price to the assets acquired and
liabilities assumed based on their fair values at the date of acquisition, in
accordance with Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations." Any adjustment to the allocation of the purchase price
for these acquisitions upon finalization of our valuation of these assets
acquired and liabilities assumed is not expected to have a significant effect on
our balance sheet.
Note 7. Notes Payable
On August 21, 2002, the Company entered into a $220,000 revolving credit
facility for the purpose of funding a portion of the acquisition cost of KCA. On
August 22, 2002, in connection with the closing of the KCA acquisition, the
Company borrowed $220,000 under the new facility. This credit facility was
scheduled to mature on December 15, 2002 and was retired on November 26, 2002
(see Senior Notes described below).
On November 26, 2002, the Company completed a private placement of $220,000
in aggregate principal of Senior Notes. The offering consisted of $29,000 of
5.95% Series A Senior Notes due November 2005, $46,000 of 6.43% Series B Senior
Notes due November 2006 and $145,000 of 6.71% Series C Senior Notes due November
2007. The Senior Notes restrict the Company's ability to incur additional
indebtedness and requires the Company to maintain certain levels of fixed charge
coverage and net worth, while limiting its leverage ratio to certain levels. The
proceeds from the sale of these Senior Notes were used to repay the $220,000
short-term revolving credit facility described above.
11
On August 30, 2002, a subsidiary of the Company expanded its
yen-denominated line of credit facility to an aggregate principal balance not to
exceed 2 billion Yen (approximately $16,650). Borrowings under the facility
accrue interest of TIBOR plus 0.90% and are used to finance working capital for
the Company's Japanese operations. There are no covenants under the facility,
and it matures on August 30, 2003. At December 31, 2002, there were borrowings
outstanding on this line of $3,367, which accrue interest at 0.95%.
Note 8. Derivative Instruments and Hedging Agreements
The Company has borrowings outstanding under bank credit facilities, which
carry variable interest rates (see Note 7). These debt obligations expose the
Company to variability in interest payments due to changes in interest rates. If
interest rates increase, interest expense increases. Conversely, if interest
rates decrease, interest expense decreases.
During the second quarter of fiscal 2003, the Company replaced its $220,000
short-term revolving credit facility used to fund recent acquisitions with fixed
rate debt. In anticipation of this refinancing, the Company entered into
treasury rate locks on $125,000 of five year debt. The treasury locks are
derivative instruments as defined by SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," and have been designated as highly
effective cash flow hedges. On November 6, 2002 the treasury locks were settled
resulting in a gain of $787, which will be reclassified into interest expense
over the term of the debt. The gain on the treasury locks convert fixed rate
cash flows from 6.71% to approximately 6.56% on $125,000 of the new debt.
The accumulated gain related to the treasury locks included in other
comprehensive income as of December 31, 2002 was approximately $773 of which
approximately $157 will be reclassified into interest expense over the next
twelve months.
Note 9. Transactions with KPMG LLP
In connection with winding down and terminating services provided to us by
KPMG LLP under the transition services agreement, we are potentially liable for
the payment of termination costs, as defined in the agreement, incurred by KPMG
LLP, including transitioning personnel and contracts from KPMG LLP to our
Company. The Company has given notice to KPMG LLP of its intent to terminate
certain services during fiscal 2003, for which the amount of termination costs
have yet to be determined by KPMG LLP or agreed upon by the parties.
Accordingly, the amount of termination costs that the Company will pay to KPMG
LLP in the future cannot be reasonably estimated at this time. The Company
believes that the amount of termination costs yet to be assessed will not have a
material adverse effect on the Company's consolidated financial position, cash
flows, or liquidity. Whether such amounts could have a material effect on the
results of operations in a particular quarter or fiscal year cannot be
determined at this time.
Effective October 1, 2002, the Company and KPMG LLP entered into an
Outsourcing Services Agreement under which KPMG LLP provides certain services
relating to office space that were previously provided under the transition
services agreement. The services will be provided for three years at a cost that
is less than the cost for comparable services under the transition services
agreement. Additionally, KPMG LLP has agreed that for all services terminated as
of December 31, 2002 under the transition services agreement the Company will
not be charged any termination costs in addition to the $1,000 paid in fiscal
2002, and that there will be no termination costs with respect to the
office-related services at the end of the three year term of the Outsourcing
Services Agreement.
During July 2002, the Company purchased $30,754 of leasehold improvements
from KPMG LLP at their net book value. These assets had been used by the Company
under the transition services agreement (for which usage charges had been
included in the monthly costs under the agreement) and will continue to be used
in our business. Based on information currently available, the Company
anticipates paying KPMG LLP an additional $40,000 to $60,000 for the sale and
transfer of additional capital assets currently used by the Company through the
transition services agreement.
12
Note 10. Capital Stock and Option Awards
On September 3, 2002, in accordance with the February 1, 2002 tender offer
relating to stock options with an exercise price of $55.50, the Company issued
4,397,775 replacement options at an exercise price of $11.01, which was 110% of
the closing market price on that date.
In connection with the various Andersen Business Consulting transactions,
the Company committed to issuing approximately 4,000,000 shares of common stock
to former partners of those practices as a retentive measure and for no monetary
consideration from such persons. The shares will be issued in equal one-third
increments over a three-year period on the anniversary date of the respective
transactions so long as the recipient remains employed by the Company.
Compensation expense will be recorded ratably over the three-year period
beginning in July 2002. Compensation expense for the three and six months ended
December 31, 2002 was $4,060 and $7,440, respectively.
On September 30, 2002, the Company filed with the SEC a registration
statement on Form S-3 relating to the resale of 30,471,309 shares of the
Company's common stock issued in connection with the closing of the KCA
acquisition. The registration statement indicates that the Company will not be
selling any of the shares covered by the registration statement and will not
receive any of the proceeds from the sale of shares to the extent that any of
the shares are sold by the selling shareholders. This registration statement
became effective on October 18, 2002.
Note 11. Goodwill and Other Intangible Assets
Effective July 1, 2001, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets," which established financial accounting and reporting
for acquired goodwill and other intangible assets and superseded Accounting
Principles Board Opinion ("APB") No. 17, "Intangible Assets." Under SFAS No.
142, goodwill and indefinite-lived purchased intangible assets are no longer
amortized but are reviewed at least annually for impairment; the Company has
elected to perform this review annually as of April 1. Identifiable intangible
assets that have finite lives, continue to be amortized over their estimated
useful lives.
In connection with adopting this standard as of July 1, 2001, the Company
recognized a transitional impairment loss of $79,960, or $0.50 per basic and
diluted earnings per share, as the cumulative effect of an accounting change.
The transitional impairment charge resulted from a change in the criteria for
the measurement of the impairment loss from undiscounted cash flows, a method
required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," to discounted cash flows as
required by SFAS No. 142.
Goodwill and other identifiable intangible assets consisted of the
following at December 31, 2002 and June 30, 2002:
December 31, June 30,
2002 2002
------------ ----------
Internal-use software $ 103,775 $ 77,033
Purchased intangibles 41,075 13,225
Marketed software 20,979 16,915
Other 2,628 2,612
Total accumulated amortization (57,733) (34,133)
----------- ---------
Other intangible assets, net 110,724 75,652
Goodwill 950,734 87,663
----------- ---------
Total $ 1,061,458 $ 163,315
=========== =========
Identifiable intangible assets include purchased or internally developed
software and finite-lived purchased intangible assets, which primarily consist
of market rights, backlog and software license rights. Identifiable intangible
assets are amortized principally by the straight-line method over their expected
period of benefit, which ranges from one to five years.
13
The changes in the carrying amount of goodwill for the six months ended
December 31, 2002 are as follows:
Balance Balance
June 30, December 31,
2002 Additions Other (a) 2002
---------- ----------- ------------ ------------
Public Services $ 11,935 $ 12,379 $ - $ 24,314
Communications & Content 8,242 16,288 - 24,530
Financial Services 2,886 6,515 - 9,401
Consumer & Industrial Markets 8,270 24,758 - 33,028
High Technology 1,926 5,212 - 7,138
International 50,608 748,616 49,303 848,527
Corporate/Other 3,796 - - 3,796
-------- -------- -------- --------
Total $ 87,663 $813,768 $ 49,303 $950,734
======== ======== ======== ========
(a) Other changes in goodwill consist primarily of foreign currency
translation adjustments.
Note 12. Subsequent Events
On January 15, 2003, the Company announced a worldwide reduction in
workforce by approximately 450 to 550 employees, primarily in the North American
and Asia Pacific regions. The action impacts approximately 3% of the Company's
total workforce, and is designed to balance capacity with market demand for
services. A pre-tax charge expected to be in the range of $17,000 to $23,000
will be recorded in the third quarter for severance and termination benefits.
On January 31, 2003, a subsidiary of the Company entered into a new 2
billion yen-denominated term loan (approximately $16,650). This term loan is in
addition to the 2 billion yen-denominated line of credit described above (see
note 7). Borrowings under the term loan accrue interest at six month TIBOR plus
1.4%. Scheduled principal payments are every six months beginning July 31, 2003
through July 31, 2005 in the amount of 334 million yen and a final payment of
330 million yen on January 31, 2006. The term loan is unsecured, does not
contain financial covenants, and is not guaranteed by the Company.
* * * * *
14
PART I, ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following information should be read in conjunction with the
information contained in the Consolidated Condensed Financial Statements and
notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. This
Quarterly Report on Form 10-Q contains forward-looking statements that involve
risks and uncertainties. See the discussion relating to "Forward-Looking
Statements" below.
Accounting policies that management believes are most critical to the
Company's financial condition and operating results pertain to revenue
recognition and valuation of unbilled revenues (including estimates of costs to
complete engagements); collectibility of accounts receivable; valuation of
goodwill; and estimates pertaining to discretionary compensation costs and
global effective income tax rates. In deriving accounting estimates, management
considers available information and exercises reasonable judgment. However,
actual results could differ from these estimates.
Company Overview
We are one of the world's largest business consulting, systems integration
and managed services firms serving Global 2000 companies, medium-sized
businesses, government agencies and other organizations. We provide business and
technology strategy, systems design, architecture, applications implementation,
network, systems integration and managed services. Our service offerings are
designed to help our clients generate revenue, reduce costs and access the
information necessary to operate their business on a timely basis.
On October 2, 2002, we rebranded the Company from KPMG Consulting, Inc. to
BearingPoint, Inc., underscoring our global commitment to set a clear direction
for the information systems design and implementation needs of our clients. In
conjunction with our branding initiative, we gained access to markets throughout
the world to better serve our clients. In addition, BearingPoint moved to the
New York Stock Exchange and began trading on October 3, 2002 under the ticker
symbol "BE."
BearingPoint delivers its consulting and systems integration services
through five industry groups in which we possess significant industry-specific
knowledge. These groups are Public Services, Communications & Content, Financial
Services, Consumer and Industrial Markets and High Technology. In addition, as a
result of our significant international acquisitions, we have established a new
International Segment. Our focus on specific industries provides us with the
ability to tailor our service offerings to reflect an understanding of the
marketplaces in which our clients operate, enabling our clients to achieve their
business objectives more quickly and efficiently.
We have existing multinational operations covering North America, Latin
America, the Asia Pacific region, and Europe, Middle East and Africa (EMEA). We
utilize this multinational network to provide consistent services to our clients
throughout the world. During the first quarter of fiscal 2003, we significantly
expanded our European presence with the purchase of KPMG Consulting AG ("KCA"),
which included approximately 3,000 employees in Germany, Switzerland and
Austria. We furthered our global strategy enabling us to better serve our
multinational clients by acquiring all or portions of selected Andersen Business
Consulting practices or their assets in Australia, China/Hong Kong, Finland,
France, Japan, Norway, Peru, Singapore, South Korea, Spain, Sweden and
Switzerland, and the KPMG international member firm in Finland, as well as
hiring professionals from Andersen Business Consulting in the United States and
Brazil. In addition, we strengthened our Latin American business with the
acquisition of Ernst & Young's Brazilian consulting practice.
15
INDUSTRY REVENUE
We provide services through six reportable segments. The following table
provides unaudited financial information for each of those segments.
Three Months Ended Six Months Ended
December 31, December 31,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Revenue:
Public Services $ 261,133 $ 236,621 $ 528,258 $ 455,341
Communications & Content 90,846 132,201 187,041 265,548
Financial Services 54,791 53,734 116,803 121,439
Consumer & Industrial Markets 93,340 73,973 196,051 158,328
High Technology 37,817 50,122 74,842 112,710
International 271,203 46,514 451,924 88,571
Corporate/Other (1,219) 53 552 172
---------- ---------- ---------- ----------
Total $ 807,911 $ 593,218 $1,555,471 $1,202,109
========== ========== ========== ==========
Revenue as a percentage of total:
Public Services 32% 40% 34% 38%
Communications & Content 11% 22% 12% 22%
Financial Services 7% 9% 7% 10%
Consumer & Industrial Markets 11% 13% 13% 13%
High Technology 5% 8% 5% 10%
International 34% 8% 29% 7%
Corporate/Other n/m n/m n/m n/m
---------- ---------- ---------- ----------
Total 100% 100% 100% 100%
========== ========== ========== ==========
----------------------------
n/m = not meaningful
HISTORICAL RESULTS OF OPERATIONS OVERVIEW
The Company realized net income for the three months ended December 31,
2002 of $16.4 million, or $0.09 per share, compared to net income of $6.6
million, or $0.04 per share for the three months ended December 31, 2001.
Included in operating results for the quarter ended December 31, 2001, was a
$20.2 million charge ($12.8 million net of tax) predominantly related to a
reduction in workforce. Excluding the effects of this charge, operating net
income for the three months ended December 31, 2001 was $19.4 million. The
results for the three months ended December 31, 2002 reflect the positive impact
from revenue growth and ongoing cost control initiatives, more than offset by
additional expenses associated with the acquisitions and other transactions and
rebranding expenses of $15.0 million ($8.9 million net of tax).
The Company realized net income for the six months ended December 31, 2002
of $31.6 million, or $0.17 per share, compared to a net loss of $51.1 million,
or $0.32 per share including a transitional impairment charge relating to the
cumulative effect of a change in accounting principle of $80.0 million (net of
tax) or $0.50 per share, for the six months ended December 31, 2001. Also,
included in the results for the six months ended December 31, 2001 was the $20.2
million charge ($12.8 million net of tax) mentioned above. Excluding this
charge, net income before cumulative effect of change in accounting principle
for the six months ended December 31, 2001, was $41.7 million compared to $31.6
million for the same period in the current year. This decrease is the result of
additional expenses associated with the acquisitions and other transactions and
rebranding expenses of $21.8 million ($12.9 million net of tax) partially offset
by revenue growth from acquisitions and other transactions and ongoing cost
control initiatives.
16
Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001
Revenue. Revenue increased $214.7 million, or 36.2%, from $593.2 million in
the three months ended December 31, 2001, to $807.9 million in the three months
ended December 31, 2002. The overall increase in revenue is primarily
attributable to international acquisitions and other transactions and the hire
of Andersen Business Consulting personnel in the United States, offset partially
by declines due to lower utilization on billable headcount for the quarter ended
December 31, 2002 compared to the same quarter in the previous year. Public
Services, the Company's largest business unit, generated strong revenue growth
of $24.5 million, up 10.4%, while the Consumer & Industrial Markets business
unit experienced revenue growth of $19.4 million, or 26.2%, as this business
unit received the greatest revenue and resource impact from personnel hired from
Andersen Business Consulting in the United States. Growth in Public Services and
Consumer and Industrial Markets was offset by declines in Communications &
Content (31.3%) and High Technology (24.6%) business units, whose industries
have been impacted by the uncertain economic environment.
Our acquisitions and other transactions significantly expanded our
international presence and diversified our revenue base. As a result,
International revenue increased $224.7 million from $46.5 million, or 7.8%, of
consolidated gross revenue for the three months ended December 31, 2001, to
$271.2 million, or 33.5%, of consolidated gross revenue for the three months
ended December 31, 2002.
The Company expects this period of economic uncertainty may continue to
impact revenue growth for at least another quarter with the most significant
impact being in the Communications & Content business segment. However, this is
expected to be more than offset by the addition of revenue from recent
acquisitions and other transactions.
Gross Margin. Gross margin as a percentage of gross revenue increased to 24.6%
from 22.4% for the three months ended December 31, 2002 and 2001, respectively.
The increase in gross margin percentage was primarily due to the Company's
continued efforts to limit the use of subcontractors and travel expenses, as
well as ongoing cost control initiatives. In dollar terms, gross margin
increased by $65.8 million, or 49.5%, from $132.9 million for the three months
ended December 31, 2001, to $198.7 million for the three months ended December
31, 2002. The increase in gross margin was due to an increase in revenue of
$214.7 million described above, partially offset by:
.. A net increase in professional compensation of $126.7 million, or 55.1%,
excluding the $17.7 million charge recorded during the three months ended
December 31, 2001 related to a reduction in workforce. This increase was
predominantly due to the addition of approximately 7,000 billable employees
through acquisitions and other transactions (including a $4.1 million
noncash charge relating to common stock awards made to our managing
directors from Andersen Business Consulting), partially offset by the
Company's workforce actions that have occurred over the last 12 months in
response to a challenging economy. Overall the Company's average billable
headcount has increased 72.3% from approximately 8,300 in the second
quarter of fiscal 2002 to 14,300 in the current quarter.
The Company announced on January 15, 2003 that it plans to reduce its
current workforce by approximately 450 to 550 employees, or approximately
3% of its total workforce, in order to balance capacity with demand for
services. As previously announced, the Company anticipates that the charge
relating to this action, which will be recorded in the third quarter of
this fiscal year, will be in the range of $17 million to $23 million. This
charge will be partially offset by savings in professional compensation
expense due to the related reduction in staff. Separately, the Company
announced on December 10, 2002, a reduction in workforce of approximately
700 personnel in the former KCA practices. The expenses associated with
this reduction were previously accounted for as part of the acquisition of
KCA, and as a result, the Company does not expect to take a charge to
earnings.
.. A net increase in other direct contract expenses of $23.5 million, or
15.1%, to $179.0 million, representing 22.2% of revenue, compared to $155.5
million, or 26.2% of revenue in the prior year's quarter. The $23.5 million
increase is attributable to higher revenue levels while the improvement as
a percentage of revenue is due to the Company's continued efforts to limit
the use of subcontractors and travel expenses.
.. A net increase in other costs of service of $16.4 million, or 28.8%, to
$73.4 million from $57.0 million, was primarily due to acquisitions and
other transactions, partially offset by lower levels of bad debt expense
and tighter controls on discretionary expenses.
17
Amortization of Purchased Intangible Assets. Amortization of purchased
intangible assets increased $6.1 million to $7.1 million for the three months
ended December 31, 2002 from $1.0 million for the three months ended December
31, 2001. This increase in amortization expense primarily relates to $25.0
million of backlog acquired as part of our recent acquisitions and is being
amortized over 12 months.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $155.5 million for the three months ended December
31, 2002. This reflects an increase of $41.5 million, or 36.4%, from $114.0
million for the three month period ended December 31, 2001. This increase is
principally due to $15.0 million of re-branding costs and the impact of the
various acquisitions and other transactions, partially offset by reduced
discretionary spending and current cost control initiatives.
Interest (Income) Expense, Net. Interest (income) expense, net, increased $2.8
million to $2.8 million of net interest expense for the three months ended
December 31, 2002. This increase in net interest expense is due to an increase
in borrowings outstanding of $283.0 million from $9.4 million at December 31,
2001 to $292.4 million at December 31, 2002. The increase in borrowings is
primarily due to the Company's short-term revolving credit facility of $220.0
million, which was retired in November 2002; the Company's private placement of
$220.0 million in senior notes during November 2002; $35.0 million of borrowings
under the receivables purchase facility and $33.3 million in borrowings under a
revolving line of credit. The Company has used the borrowings primarily to
finance a portion of the cost of its international acquisitions and other
transactions.
Income Tax Expense. For the three month period ended December 31, 2002, the
Company earned income before taxes of $33.1 million and provided income taxes of
$16.7 million resulting in an effective tax rate for the quarter of 50.5%. For
the three months ended December 31, 2001, the Company earned income before taxes
of $18.1 million and provided income taxes of $11.5 million resulting in an
effective tax rate for the quarter of 63.7%. The tax rates have been impacted by
the non-deductibility of losses associated with certain international
operations.
Net Income (Loss). For the three months ended December 31, 2002, the Company
realized net income of $16.4 million, or $0.09 per share. For the three months
ended December 31, 2001, the Company realized net income of $6.6 million, or
$0.04 per share. This increase is largely the result of increased revenue due
to recent acquisitions and other transactions, reduced discretionary spending
and cost control initiatives partially offset by higher professional
compensation expense due to increased headcount, rebranding costs and an
increase in amortization expense related to purchased intangibles. The per share
amounts of the net income (loss) were further affected by the issuance of
approximately 30.5 million shares in August 2002 in conjunction with the
acquisition of KCA.
Six Months Ended December 31, 2002 Compared to Six Months Ended December 31,
2001
Revenue. Revenue increased $353.4 million, or 29.4%, from $1,202.1 million in
the six months ended December 31, 2001, to $1,555.5 million in the six months
ended December 31, 2002. The overall increase in revenue is primarily
attributable to international acquisitions and other transactions and the hire
of Andersen Business Consulting personnel in the United States, partially offset
by lower utilization rates associated with a portion of the added personnel.
Public Services remained strong, generating revenue growth of $72.9 million, up
16.0%, while the Consumer and Industrial Markets business unit experienced
growth of $37.7 million, or 23.8%. Growth in Public Services and Consumer &
Industrial Markets was offset by revenue declines in Communications & Content
($78.5 million, or 29.6%) and High Technology ($37.9 million, or 33.6%) business
units, whose industries have been impacted by the uncertain economic
environment. International revenue increased $363.4 million from $88.6 million
or 7.4% of consolidated gross revenue in the six months ended December 31, 2001
to $451.9 million or 29.1% of consolidated gross revenue for the six months
ended December 31, 2002. This increase is principally attributable to recent
international acquisitions and other transactions, which have significantly
expanded our international presence and diversified our revenue base.
Gross Margin. Gross margin as a percentage of revenue decreased to 24.0% from
24.7% for the six months ended December 31, 2002 and 2001, respectively. This
decrease is primarily due to the lower utilization rates for the former
personnel of Andersen Business Consulting in the United States, immediately
following their hire on July 1, 2002, offset by the Company's continued efforts
to limit the use of subcontractors and travel expenses, as well as other ongoing
cost control initiatives. In dollar terms, gross margin increased by $75.8
million, or 25.5%, from $296.9 million for the six months ended December 31,
2001, to $372.7 million for the six months ended December 31, 2002. The increase
in gross margin was due to an increase in revenue of $353.4 million, partially
offset by:
18
. A net increase in professional compensation of $226.4 million, or 47.7%,
excluding a $17.7 million charge recorded during the six months ended
December 31, 2001 related to a reduction in workforce. This increase is
predominantly related to the addition of approximately 7,000 billable
employees as a result of acquisitions and other transactions occurring
during the first quarter of fiscal 2003, coupled with $7.5 million
relating to common stock awards made to our managing directors from
Anderson Business Consulting. These increases are partially offset by the
Company's workforce actions that have occurred over the past 12 months in
response to a challenging economy.
The Company announced on January 15, 2003 that it plans to reduce its
current workforce by approximately 450 to 550 employees, or approximately
3% of its total workforce, in order to balance capacity with demand for
services. As previously announced, the Company anticipates that the charge
relating to this action, which will be recorded in the third quarter of
this fiscal year, will be in the range of $17 million to $23 million. This
charge will be partially offset by savings in professional compensation
expense due to the related reduction in staff. Separately, the Company
announced on December 10, 2002, a reduction in workforce of approximately
700 personnel in the former KCA practices. The expenses associated with
this reduction were previously accounted for as part of the acquisition of
KCA, and as a result, the Company does not expect to take a charge to
earnings.
. A net increase in other direct contract expense of $42.7 million, or
14.2%, to $342.4 million, representing 22.0% of gross revenue, compared to
$299.7 million, or 24.9% of gross revenue in the prior year's comparable
period. The $42.7 million increase in other direct contract expense is
attributable to higher revenue levels, while the improvement as a
percentage of revenue to 22.0% is due to the Company's continued efforts
to limit the use of subcontractors and travel related expenses.
. A net increase in other costs of service of $26.1 million, or 23.2%, from
$112.6 million for the six months ended December 31, 2001, to $138.8
million for the six months ended December 31, 2002. This increase is
primarily due to acquisitions and other transactions, offset partially by
lower levels of bad debt expense and tighter controls on discretionary
expenses.
Amortization of Purchased Intangible Assets. Amortization of purchased
intangible assets increased $11.1 million to $12.1 million for the six months
ended December 31, 2002 from $1.0 million for the six months ended December 31,
2001. This increase in amortization expense primarily relates to $25.0 million
of backlog acquired as part our recent acquisitions, which is being amortized
over 12 months.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $292.9 million and $233.2 million for the six
months ended December 31, 2002 and 2001, respectively, representing an increase
of $59.7 million, or 25.6%. This increase is principally due to $21.8 million of
re-branding costs, and the impact of the various acquisitions and other
transactions, partially offset by reduced discretionary spending and current
cost control initiatives.
Interest (Income) Expense, Net. Interest (income) expense, net, increased $4.0
million to $3.8 million of net interest expense from $0.2 million of net
interest income for the six months ended December 31, 2002 and 2001,
respectively. This increase in net interest expense is due to an increase in
borrowings outstanding of $283.0 million from $9.4 million at December 31, 2001,
to $292.4 million at December 31, 2002. The increase in borrowing is
predominantly due to the Company's short-term revolving credit facility of
$220.0 million, which was retired in November 2002; the Company's private
placement in November 2002 of $220.0 million in senior notes payable; $35.0
million of borrowings under the receivables purchase facility and $33.3 million
in borrowings under a revolving line of credit. The Company has primarily used
the borrowings to finance a portion of the acquisition of KCA and acquisitions
and other transactions involving various Anderson Business Consulting practices.
Income Tax Expense. For the six month period ended December 31, 2002, the
Company earned income before taxes of $63.8 million and provided income taxes of
$32.2 million resulting in an effective tax rate of 50.5%. For the six months
ended December 31, 2001, the Company earned income before taxes of $62.3 million
and provided income taxes of $33.4 million resulting in an effective tax rate
for the quarter of 53.6%. The tax rates have been impacted by the
non-deductibility of losses associated with certain international operations.
19
Cumulative Effect of Change in Accounting Principle. The Company adopted SFAS
No. 142 during the first fiscal quarter of the prior year (as of July 1, 2001).
This standard eliminated goodwill amortization upon adoption and required an
assessment for goodwill impairment upon adoption and at least annually
thereafter. As a result of adoption of this standard, the Company no longer
amortizes goodwill and during the six months ended December 31, 2001, incurred a
non-cash transitional impairment charge of $80.0 million (net of tax). This
transitional impairment charge is a result of the change in accounting principle
to measuring impairments on a discounted versus an undiscounted cash flow basis.
Net Income (Loss). For the six months ended December 31, 2002, the Company
realized net income of $31.6 million, or $0.17 per share. For the six months
ended December 31, 2001, the Company realized a net loss of $51.1 million, or
$0.32 per share, largely due to recording a transitional impairment charge as a
result of a cumulative effect of change in accounting principle. The per share
amounts of the net income (loss) were further affected by the issuance of
approximately 30.5 million shares in August 2002 in conjunction with the
acquisition of KCA.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002 the Company had a cash balance of $49.3 million, which
has decreased $154.3 million from June 30, 2002 predominantly due to funding
various acquisitions and other transactions around the globe. The Company has
funded these transactions and operations through cash generated from operations,
borrowings from existing credit facilities of $71.7 million, the private
placement of $220.0 million in aggregate principal of Senior Notes and the
issuance of 30.5 million shares of common stock valued at $11.96 per share. The
Company has borrowing arrangements available including a revolving credit
facility with an outstanding balance of $33.3 million at December 31, 2002 (not
to exceed $250 million), and an accounts receivable financing facility with an
outstanding balance of $35.0 million at December 31, 2002 (not to exceed $150
million). The $250 million revolving credit facility expires on May 29, 2005 and
no borrowings under this facility are due until that time; however, management
may choose to repay these borrowings at any time prior to that date. The
accounts receivable purchase agreement permits sales of accounts receivable
through May 23, 2003, subject to annual renewal. The accounts receivable
purchase agreement is accounted for as a financing transaction; accordingly, it
is not an off-balance sheet financing arrangement.
In November 2002, the Company completed a private placement of $220.0
million in aggregate principal of Senior Notes. The offering consisted of $29.0
million of 5.95% Series A Senior Notes due November 2005, $46.0 million of 6.43%
Series B Senior Notes due November 2006, and $145.0 million of 6.71% Series C
Senior Notes due November 2007. The Senior Notes include affirmative, negative
and financial covenants, including among others, covenants restricting the
Company's ability to incur liens and indebtedness and to purchase the Company's
securities, and requiring the Company to maintain a minimum level of net worth
($840.8 million as of December 31, 2002), maintain fixed charge coverage of at
least 2.00 to 1.00 (as defined), and maintain a leverage ratio not to exceed
2.50 to 1.00 (as defined). We are in compliance with the financial ratios,
covenants and other restrictions imposed by the Senior Notes. The Senior Notes
contain customary events of default, including cross defaults to the Company's
revolving credit facility and receivables purchase facility. The proceeds from
the sale of these Senior Notes were used to completely repay the Company's
short-term revolving credit facility of $220.0 million, which was scheduled to
mature on December 15, 2002.
The $250 million revolving credit facility includes affirmative, negative
and financial covenants, including, among others, covenants restricting the
Company's ability to incur liens and indebtedness, purchase the Company's
securities, and pay dividends and requiring the Company to maintain a minimum
level of net worth ($844.9 million as of December 31, 2002), maintain fixed
charge coverage of at least 1.25 to 1.00 (as defined) and maintain a leverage
ratio not to exceed 2.50 to 1.00 (as defined). We are in compliance with the
financial ratios, covenants and other restrictions imposed by this credit
facility. The credit facility contains customary events of default and a default
(i) upon the acquisition by a person or group of beneficial ownership of 30% or
more of the Company's common stock, or (ii) if within a period of six calendar
months, a majority of the officers of the Company's executive committee cease to
serve on its executive committee, and their terminations or departures
materially affect the Company's business. The receivables purchase agreement
contains covenants that are consistent with the Company's $250 million revolving
credit facility and cross defaults to the $250 million revolving credit
facility.
20
Under the transition services agreement with KPMG LLP (which terminates no
later than February 8, 2004 for non-technology services and February 8, 2005 for
technology-related services), the Company contracted to receive certain
infrastructure support services from KPMG LLP until the Company completes the
build-out of its own infrastructure. If the Company terminates services prior to
the end of the term for such services, the Company may be obligated to pay KPMG
LLP termination costs, as defined in the transition services agreement, incurred
as a result of KPMG LLP winding down and terminating such services. KPMG LLP and
the Company have agreed that during the term of the transition services
agreement the parties will work together to minimize any termination costs
(including transitioning personnel and contracts from KPMG LLP to our Company),
and our Company will wind down its receipt of services from KPMG LLP and develop
its own internal infrastructure and support capabilities or seek third party
providers of such services. The Company has given notice to KPMG LLP of its
intent to terminate certain services in fiscal 2003 for which the amount of
termination costs have either not been determined by KPMG LLP or not agreed upon
by the parties. In July 2002, the Company paid KPMG LLP $30.8 million
representing KPMG LLP's net book value of leasehold improvements purchased by
KPMG LLP and used exclusively by the Company. Based on information currently
available, the Company anticipates paying KPMG LLP approximately $40 million to
$60 million for the sale and transfer of additional capital assets (such as
computer equipment, furniture and leasehold improvements) currently used by the
Company through the transition services agreement (for which usage charges are
included in the monthly costs under the agreement). Until the Company takes
ownership of these capital assets, the transition services agreement provides an
off-balance sheet financing arrangement. Effective October 1, 2002, the Company
and KPMG LLP entered into an Outsourcing Services Agreement under which KPMG LLP
provides certain services relating to office space that were previously provided
under the transition services agreement. The services will be provided for three
years at a cost that is less than the cost for comparable services under the
transition services agreement. Additionally, KPMG LLP has agreed that for all
services terminated as of December 31, 2002 under the transition services
agreement the Company will not be charged any termination costs, in addition to
the $1.0 million paid in fiscal 2002, and that there will be no termination
costs with respect to the office-related services at the end of the three year
term of the Outsourcing Services Agreement. The amount of termination costs that
the Company will pay to KPMG LLP under the transition services agreement with
respect to services that are terminated after December 31, 2002, cannot be
reasonably estimated at this time. The Company believes that the amount of
termination costs yet to be assessed will not have a material adverse effect on
the Company's consolidated financial position, cash flows, or liquidity. Whether
such amounts could have a material effect on the results of operations in a
particular quarter or fiscal year cannot be determined at this time.
Cash provided by operating activities during the six months ended December
31, 2002 was $29.4 million, principally due to cash operating results of $74.2
million (which consists of net income adjusted for the changes in deferred
income taxes and other, stock awards and depreciation and amortization)
partially offset by an increase in accounts receivable and unbilled revenues of
$50.1 million. The increase in accounts receivable and unbilled revenues is
primarily due to receivables and unbilled balances from acquired entities and
other transactions for which no balance sheet was acquired.
Cash used in investing activities during the six months ended December 31,
2002 was $479.2 million principally due to $42.8 million in purchases of
property and equipment (including $30.8 million for the transfer of capital
assets from KPMG LLP), $20.0 million in purchases of other intangible assets
primarily consisting of internal use software as part of our continued
infrastructure build-out and $416.4 million paid for acquisitions and other
transactions.
Cash provided by financing activities for the six months ended December 31,
2002 was $294.6 million, principally due to net proceeds from borrowings of
$282.1 million and $12.5 million from the issuance of common stock primarily
relating to the Company's employee stock purchase plan.
While the Company expects this period of economic uncertainty may continue
to impact revenue growth for at least another quarter, we continue to actively
manage client billings and collections and maintain tight controls over
discretionary expenses. The Company believes that the cash provided from
operations, borrowings available under the various existing credit facilities,
and existing cash balances will be sufficient to meet working capital and
capital expenditure needs for at least the next 12 months.
21
Obligations and Commitments
As of December 31, 2002, the Company had the following obligations and
commitments to make future payments under contracts, contractual obligations and
commercial commitments:
Payment due by period
------------------------------------------------------------
Contractual Obligations Total Less than 1 year 1-3 years 4-5 years After 5 years
------------------------ ------------- ------------------ ----------- ----------- ---------------
Long-term debt $ 253,300 $ - $ 62,300 $ 46,000 $ 145,000
Operating leases 489,064 71,970 129,228 119,975 167,891
Outsourcing services agreement 37,500 13,800 23,700 - -
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On July 30, 2002, The FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." The statement requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by the statement include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not expect adoption of SFAS No. 146 to
have a material impact on its results of operations.
In November 2002 the Emerging Issues Task Force ("EITF") issued a final
consensus on Issue 00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables" which addresses how to account for arrangements that may involve
the delivery or performance of multiple products, services, and/or rights to use
assets. Issue 00-21 is effective prospectively for arrangements entered into in
fiscal periods beginning after June 15, 2003. Companies may also elect to apply
the provisions of Issue 00-21 to existing arrangements and record the income
statement impact as the cumulative effect of a change in accounting principle.
The Company currently intends to adopt Issue 00-21 prospectively for contracts
beginning after June 30, 2003. The Company is currently evaluating Issue 00-21
to determine its impact, if any, on its results of operations and financial
position.
On December 15, 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure." The standard amends FASB
123, "Accounting for Stock-Based Compensation," to provide alternative methods
of transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based employee compensation and amends disclosure
provisions of that Statement to require prominent disclosure about the effects
on reported net income of an entity's accounting policy decisions with respect
to such compensation. The Company expects to continue to account for stock based
compensation in accordance with APB No. 25, "Accounting for Stock Awards to
Employees," and will provide the prominent disclosures required in its annual
and future interim financial statements beginning with the quarter ended March
31, 2003.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this report constitute "forward-looking
statements" within the meaning of the United States Private Securities
Litigation Reform Act of 1995. These statements relate to our operations that
are based on our current expectations, estimates and projections. Words such as
"may," "will," "could," "would," "should," "anticipate," "predict," "potential,"
"continue," "expects," "intends," "plans," "projects," "believes," "estimates"
and similar expressions are used to identify these forward-looking statements.
These statements are only predictions and as such are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Forward-looking statements are based upon assumptions as to future
events or our future financial performance that may not prove to be accurate.
Actual outcomes and results may differ materially from what is expressed or
forecast in these forward-looking statements. As a result, these statements
speak only as of the date they were made, and we undertake no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
22
Our actual results may differ from the forward-looking statements for many
reasons, including:
. the business decisions of our clients regarding the use of our
services;
. the timing of projects and their termination;
. the availability of talented professionals to provide our services;
. the pace of technology change;
. the strength of our joint marketing relationships;
. the actions of our competitors; and
. unexpected difficulties associated with our recent acquisitions and
other transactions and hire of business consultants involving KCA
and the former Andersen Business Consulting practices.
In addition, our results and forward-looking statements could be affected
by general domestic and international economic and political conditions,
including the current slowdown in the economy, uncertainty as to the future
direction of the economy and vulnerability of the economy to domestic or
international incidents, as well as market conditions in our industry. For a
more detailed discussion of certain of these factors, see Exhibit 99.1 to this
Form 10-Q. We caution the reader that the factors we have identified above may
not be exhaustive. We operate in a continually changing business environment,
and new factors that may affect our forward-looking statements emerge from time
to time. Management cannot predict such new factors, nor can it assess the
impact, if any, of such new factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially
from those implied by any forward-looking statements.
PART I, ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are exposed to a number of market risks in the ordinary course of
business. These risks, which include interest rate risk and foreign currency
exchange risk, arise in the normal course of business rather than from trading
activities.
Our exposure to changes in interest rates arises primarily because our
indebtedness under our bank credit facilities carries variable interest rates.
In anticipation of the Company's $220.0 million private placement of Senior
Notes, the Company entered into treasury rate locks on $125 million of five-year
debt. The settlement of the treasury locks in November 2002 resulted in a gain
of $0.8 million, which will convert fixed rate cash flows at 6.71% associated
with $125 million of the Series C Senior Notes to a fixed rate of approximately
6.56%.
Our exposure to changes in foreign currency rates primarily relates to net
investment exposure, arising from acquisitions in and working capital advances
provided to certain international operations, including risk from the recent
acquisitions and other transactions in Europe, Asia Pacific and Latin America.
PART I, ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Within the 90 day period prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer, Chief
Financial Officer (prior to his departure) and General Counsel, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer (prior to his departure) have concluded that the
Company's disclosure controls and procedures are adequately designed to timely
notify them of material information relating to the Company required to be
disclosed in the Company's SEC filings.
23
Changes in Internal Controls
There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect those controls since the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
PART II, ITEM 1. LEGAL PROCEEDINGS
We are from time to time the subject of lawsuits and other claims and
regulatory proceedings arising in the ordinary course of our business. We do not
expect that any of these matters, individually or in the aggregate, will have a
material impact on our financial condition or results of operations.
PART II, ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On August 22, 2002, as partial consideration for its acquisition of KCA,
the Company issued 30,471,309 shares of its common stock to the former
stockholders of KCA pursuant to a share purchase agreement among the Company,
KPMG DTG, the majority stockholder of KCA, and the minority stockholders of KCA
as set forth in the share purchase agreement. The shares were issued in a
private placement pursuant to the exemption from registration under Section 4(2)
of the Securities Act of 1933.
PART II, ITEM 3. NONE
PART II, ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of BearingPoint, Inc. was held on
November 11, 2002.
(b) Wolfgang Kemna was nominated and elected a director of the Company.
Directors whose term of office continued after the meeting include Randolph C.
Blazer, Roderick C. McGeary, Alice M. Rivlin, Douglas C. Allred and Afshin
Mohebbi.
(c) Certain matters voted upon at the meeting and the votes cast with
respect to such matters are as follows:
Election of Directors
Director Votes Received Votes Withheld
Wolfgang Kemna 134,074,604 29,862,348
PART II, ITEM 5. NONE
PART II, ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits -- Reference is made to the Exhibit Index.
b) The Company filed four reports on Form 8-K and one report of Form
8-K/A during the period of July 1, 2002 through the date of this
report. The Form 8-K that was filed on September 6, 2002 reported the
acquisition of KPMG Consulting AG and a related amendment to the
Rights Agreement between the Company and EquiServe Trust Company,
N.A., as rights agent, dated October 2, 2001. The Form 8-K filed on
September 30, 2002 reported that the Company's Chairman and Chief
Executive Officer had submitted
24
to the SEC statements under oath in accordance with Commission Order No.
4-460 and provided certifications pursuant to 18 U.S.C. (S) 1350 adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Form 8-K
filed on October 4, 2002 reported that the Company had changed its name to
BearingPoint, Inc. and would be listing on the New York Stock Exchange
under the trading symbol "BE." The Form 8-K/A that was filed on October 17,
2002 contained the pro forma financial statements relating to the Company's
acquisition of KCA and the historical financial statements of KCA. The Form
8-K filed on December 13, 2002 reported the announcement of the realignment
of the BearingPoint GmbH business, including a reduction in workforce of
approximately 700 personnel.
Exhibit Index
10.1 Form of Second Amendment to Credit Agreement, dated as of November 14,
2002, by and among BearingPoint, Inc. (formerly KPMG Consulting, Inc.), the
Guarantors, the Banks, and PNC Bank, National Association, as
Administrative Agent
10.2 Master Release [Intercompany Notes], dated November 22, 2002, by and among
BearingPoint, Inc. (formerly KPMG Consulting, Inc.), the Guarantors, the
Banks, and PNC Bank, National Association, as Administrative Agent
10.3 Master Release [Foreign Stock Pledges], dated November 22, 2002, by and
among BearingPoint, Inc. (formerly KPMG Consulting, Inc.), the Guarantors,
the Banks, and PNC Bank, National Association, as Administrative Agent
10.4 Amended and Restated 2000 Long-Term Incentive Plan dated November 11, 2002.
10.5 Form of Restricted Stock Agreement with non-employee directors of
BearingPoint, Inc. pursuant to the Amended and Restated 2000 Long-Term
Incentive Plan.
99.1 Factors Affecting Future Financial Results.
25
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, thereunto duly authorized.
BearingPoint, Inc.
DATE: February 13, 2003 /s/ Randolph C. Blazer
----------------------------
Randolph C. Blazer,
Chairman of the Board, Chief Executive Officer,
and President
Duly Authorized Officer and Principal
Executive Officer
26
CERTIFICATIONS
I, Randolph C. Blazer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BearingPoint,
Inc. (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in
this quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarter report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in the quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
DATE: February 13, 2003 /s/ Randolph C. Blazer
-----------------------------------------------
Randolph C. Blazer,
Chairman of the Board, Chief Executive Officer,
and President
27
I, Sharon L. Keefe, certify that:
1. I have reviewed this quarterly report on Form 10-Q of BearingPoint,
Inc. (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the period presented in
this quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarter report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in the quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
fulfilling the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
DATE: February 13, 2003 /s/ Sharon L. Keefe
--------------------------------
Sharon L. Keefe
Corporate Controller
28