AMENDMENT NO. 1 TO 10-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 


 

FORM 10-K/A

Amendment No. 1

 

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

 

For the fiscal year ended June 30, 2003

 

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

 

Commission File Number 001-31451

 


 

BEARINGPOINT, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   22-3680505

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

1676 International Drive, McLean, VA   22102
(Address of principal executive office)   (Zip Code)

 

(703) 747-3000

(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, $.01 Par Value

 

Series A Junior Participating Preferred Stock Purchase Rights

 


 

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, 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 is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information 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 Act). YES x    NO ¨

 

As of December 31, 2002, the aggregate market value of the voting stock held by non-affiliates of the Registrant was $1.3 billion.

 

The number of shares of common stock of the Registrant outstanding as of September 2, 2003 was 194,403,538.

 



Table of Contents

Explanatory Note

 

Pursuant to Rule 12b-15 of the Rules and Regulations under the Securities Exchange Act of 1934, the following is an amendment on Form 10-K/A of BearingPoint, Inc. for the year ended June 30, 2003. A change that was made at the printer immediately prior to filing the Form 10-K was incorrectly reflected in the Form 10-K. The “Statement of Operations” chart under the heading “Reclassifications not impacting net income” in the Quarterly Summarized Financial Information in Item 7 was inadvertently replaced by another chart. Separately, certain disclosures regarding stockholder notes under the heading “Notes Receivable from Stockholders” in Note 16, “Capital Stock and Option Awards,” of the Notes to Consolidated Financial Statements were omitted. The correct chart has been replaced in the Quarterly Summarized Financial Information in Item 7 and disclosure has been provided in Note 16 under the sub-heading “Stock awards and Shareholder notes.” Among other changes, we have adjusted Note 21, “Segment Information” of the Notes to Consolidated Financial Statements with respect to the reclassification of prior year segment information to conform with current year presentation, and we have adjusted amounts in the depreciation and amortization table as it relates to fiscal year 2003.

 

On September 29, 2003, the Company filed its Form 10-K for the fiscal year ended June 30, 2003, containing, among other items, the reports of Grant Thornton LLP on the Company’s audited financial statements and financial statement schedule for 2001 and 2002, and the consent of Grant Thornton LLP on Exhibit 23.1. After the market close on October 3, 2003, Grant Thornton LLP informed the Company in writing that it had not provided its manually signed opinion or consent to the Company and had not otherwise authorized the filing of such report and consent. On October 6, 2003, Grant Thornton LLP provided to the Company its two manually signed reports and consent for inclusion in this Form 10-K/A. Solely in light of Grant Thornton’s statement on October 3, 2003, PricewaterhouseCoopers LLP withdrew its reports and consent filed with the Company’s Form 10-K on October 5, 2003. On October 6, 2003, PricewaterhouseCoopers LLP provided its reports and consent with respect to the Company’s audited financial statements and schedule for fiscal year 2003 in connection with this Form 10-K/A. From September 29, 2003 through today, there have been no changes to the Company’s audited financial statements and financial statement schedule for fiscal year 2001 and fiscal year 2002, except for the reclassification of certain segment information in note 21 to conform with current year classifications and related disclosures referred to in the preceding paragraph. From September 29, 2003 through today, there have been no changes to the Company’s audited financial statements and financial statement schedule for fiscal year 2003 except as referred to in the preceding paragraph.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Pertinent extracts from Registrant’s Proxy Statement for its 2003 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission are incorporated into Part III.

 

Such information incorporated by reference shall not be deemed to specifically incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K.

 


Table of Contents

 

TABLE OF CONTENTS AND CROSS-REFERENCE INDEX

 

    

Description


   Page
Number


     Part I.     

Item 1.

   Business    4

Item 2.

   Properties    7

Item 3.

   Legal Proceedings    8

Item 4.

   Submission of Matters to a Vote of Security Holders    8
     Part II.     

Item 5.

   Market for the Registrant’s Common Stock and Related Stockholder Matters    9

Item 6.

   Selected Financial Data    9

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   11

Item 7A.

   Quantitative and Qualitative Disclosures about Market Risk    31

Item 8.

   Financial Statements and Supplementary Data    33

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   75

Item 9A

   Controls and Procedures    75
     Part III.     

Item 10.

   Directors and Executive Officers of the Registrant    77

Item 11.

   Executive Compensation    77

Item 12.

   Security Ownership of Certain Beneficial Owners and Management    77

Item 13.

   Certain Relationship and Related Transactions    77

Item 14.

   Principal Accounting Fees and Services    77
     Part IV.     

Item 15.

   Exhibits, Financial Statement Schedules and Reports on Form 8-K    78

Signatures

   84

*   The information required by Items 10, 11, 12 and 13 (except for certain information regarding executive officers that is called for by Item 10, which information is contained in Part I and Equity Compensation Plan information required by Item 12, which information is contained in Part III) is incorporated herein by reference from the definitive Proxy Statement that the Company intends to file pursuant to Regulation 14A.

 

3


Table of Contents

PART I.

 

Item 1.    Business

 

Item 1(a).    General Development of Business.

 

BearingPoint, Inc. (formerly KPMG Consulting, Inc. and generally referred to below as “we” or the “Company”) was incorporated as a business corporation under the laws of the State of Delaware in 1999. Our principal offices are located at 1676 International Drive, McLean, Virginia 22102-4828. Our main telephone number is 703-747-3000. Our Company previously was a part of KPMG LLP, one of the former “Big 5” accounting and tax firms. In January 2000, KPMG LLP transferred its consulting business to our Company. In February 2001 we completed our initial public offering, and on February 8, 2001 our common stock began to trade on the NASDAQ National Market under the ticker symbol “KCIN.” On October 2, 2002, the Company changed its name to BearingPoint, Inc. In connection with our name change, the Company moved to the New York Stock Exchange and began trading on October 3, 2002 under the new ticker symbol “BE.”

 

During the first quarter of fiscal year 2003, we significantly expanded our European presence with the purchase of KPMG Consulting AG (subsequently renamed BearingPoint GmbH (“BE Germany”)), which included employees in Germany, Switzerland and Austria. In addition, we furthered our global strategy by acquiring all or portions of selected Andersen Business Consulting practices in Brazil, Finland, France, Japan, Norway, Peru, Singapore, South Korea, Spain, Sweden, Switzerland, and in the United States and the consulting practice of the KPMG International member firm in Finland. We also strengthened our Latin American business with the acquisition of Ernst & Young’s Brazilian consulting practice. By significantly expanding our global reach, we have improved our ability to serve our international clients, and we have diversified our revenue base.

 

Item 1(b).    Financial Information about Industry Segments.

 

Information required by Item 1(b) is incorporated herein by reference to Note 21, “Segment Information,” of the Notes to Consolidated Financial Statements included under Item 8 of this Annual Report.

 

Item 1(c).    Narrative Description of Business.

 

Overview

 

We are a large business consulting, systems integration and managed services firm with approximately 15,300 employees at June 30, 2003, serving Global 2000 companies, medium-sized businesses, government agencies and other organizations. The Company provides 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 information necessary to operate their business on a timely basis.

 

Industry Groups

 

Our focus on specific industries provides us with the ability to tailor our service offerings to reflect our understanding of the marketplaces in which our clients operate. During fiscal year 2003, we provided consulting services through five industry groups in which we have significant industry-specific knowledge. Beginning in fiscal year 2004, we combined our Consumer and Industrial Markets and High Technology industry groups to form the Consumer, Industrial and Technology industry group. Our industry groups during fiscal year 2003 were:

 

    Public Services assists public services clients in process improvement, enterprise resource planning and Internet integration service offerings. This group also provides financial and economic advisory services to governments, corporations and financial institutions around the world. Our public services clients include federal government agencies, state and local governments, and private and public higher education institutions. In addition, this group provides services to public service healthcare agencies and private sector payor and provider companies.

 

   

Communications & Content provides financial, operational and technical services to wireline and wireless communications carriers, public and private utilities, cable system operators and media and

 

4


Table of Contents
 

entertainment service providers. Our services assist clients with business strategy development, business process flow optimization, technology integration and asset preservation.

 

    Financial Services focuses on delivering strategic, operational and technology services, including new, component-based business and technical architectures that leverage existing application systems and e-business strategies and development, delivered through consumer and wholesale lines of business. Our clients in the financial services sector include banking, insurance, securities, real estate, hospitality and professional services institutions.

 

    Consumer and Industrial Markets designs and delivers solutions to assist clients with business challenges such as pressure to reduce costs, industry consolidation, global competition and accelerated time-to-market. To meet these challenges, we support our clients by implementing enterprise systems and business models, redefining business processes, improving supply chain efficiency and visibility by deploying product management, advanced planning and procurement solutions, capturing and integrating customer needs in customer management solutions, and implementing alternative business and systems strategies such as managed services. We provide our clients with actionable blueprints and experience in project management. We transfer knowledge to support the current and future business initiatives of our clients. Our Consumer and Industrial Markets practice offers segment solutions to the Global 2000 and mid-market clients in these segments: Automotive and Transportation; Chemicals and Natural Resources; Consumer Packaged Goods; Industrial Markets; Oil and Gas; and Retail/Wholesale.

 

    High Technology focuses on the identification and delivery of business process improvements. Areas of focus include: enterprise systems; supply chain; product lifecycle and collaboration; sales, marketing and customer care; and channel and human resource management. Our services support both global market industry leaders and fast growing businesses requiring a broad range of technology, integration, infrastructure and managed services assistance. These solutions address business challenges specific to the electronics industry (including contract manufacturers), and consumer electronics, semiconductor, hardware and network equipment manufacturers; large and emerging software companies; and life sciences clients consisting of pharmaceutical, medical device and distribution companies.

 

International Operations

 

We have multinational operations covering North America, Latin America, the Asia Pacific region, and Europe, the Middle East and Africa (EMEA). We utilize this multinational network to provide consistent integrated services to our clients throughout the world.

 

For the year ended June 30, 2003, international operations represented 29.8% of our business (measured in revenue dollars), compared to 8.0% for the year ended June 30, 2002.

 

For additional information regarding the international acquisitions, see “Company Overview” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 6 “Acquisitions,” of the Notes to Consolidated Financial Statements.

 

Our Joint Marketing Relationships

 

As of June 30, 2003, we had approximately 50 joint marketing relationships with key technology providers that support and complement our service offerings. We have created joint marketing relationships to enhance our ability to provide our clients with high value services. Our joint marketing relationships typically entail some combination of commitments regarding joint marketing, sales collaboration, training and service offering development.

 

Our most significant joint marketing and product development relationships are with Cisco Systems, Inc., Oracle Corporation, PeopleSoft, Inc., Microsoft Corporation, SAP AG, and Siebel Systems, Inc. We work together to develop comprehensive solutions to common business issues, offer the expertise required to deliver those solutions, develop new products, capitalize on joint marketing opportunities and remain at the forefront of technology advances. These joint marketing agreements help us to generate revenue since they provide a source of referrals and the ability to jointly target specific accounts.

 

5


Table of Contents

Competition

 

We operate in a highly competitive and rapidly changing market and compete with a variety of organizations that offer services similar to those we offer. The market in which we operate includes a variety of participants, including specialized e-business consulting firms, systems consulting and implementation firms, former “Big 5” and other large accounting and consulting firms, application software firms providing implementation and modification services, service groups of computer equipment companies, outsourcing companies, systems integration companies, and general management consulting firms.

 

Some of our competitors have significantly greater financial, technical and marketing resources, generate greater revenue and have greater name recognition than we do. The competitive landscape is experiencing rapid changes. Over the past few years, some of the former “Big 5” accounting and consulting firms have sold their consulting businesses and another completed its initial public offering. These changes in our marketplace may create potentially larger and better capitalized competitors with enhanced abilities to attract and retain professionals. We also compete with our clients’ internal resources.

 

Our revenue is derived from Global 2000 companies, medium-sized companies, governmental organizations and other large enterprises. There are an increasing number of professional services firms seeking consulting engagements with these companies. We believe that the principal competitive factors in the consulting industry in which we operate include scope of services, service delivery approach, technical and industry expertise, perceived value added, objectivity of advice given, focus on achieving results, availability of appropriate resources and global reach.

 

Our ability to compete also depends in part on several factors beyond our control, including the ability of our competitors to hire, retain and motivate skilled professionals, the price at which others offer comparable services and our competitors’ responsiveness. There is a significant risk that this increased competition will adversely affect our financial results in the future.

 

Intellectual Property

 

Our success has resulted in part from our methodologies and other proprietary intellectual property rights. We rely upon a combination of nondisclosure and other contractual arrangements, trade secret, copyright and trademark laws to protect our proprietary rights and rights of third parties from whom we license intellectual property. We also enter into confidentiality and intellectual property agreements with our employees that limit the distribution of proprietary information. We currently have only a limited ability to protect our important intellectual property rights.

 

Seasonality

 

Typically, client service hours, which translate into chargeable hours and directly affect revenue, are reduced during the first half of our fiscal year (i.e., July 1 through December 31) due to the larger number of holidays and vacation time taken by our employees and their clients.

 

Customer Dependence

 

In fiscal years 2003, 2002 and 2001, our revenue from the United States federal government was $719.0 million, $606.1 million and $482.1 million, respectively, representing 22.9%, 25.6% and 16.9% of our total revenue. A loss of all of our contracts with the United States federal government would have a material adverse effect on our business. While most of our government agency clients have the ability to unilaterally terminate their contracts, our relationships are generally not with political appointees, and we have not typically experienced a loss of federal government business with a change of administration.

 

6


Table of Contents

Backlog

 

Although our level of bookings is an indication of how our business is performing, we do not characterize our bookings, or our engagement contracts associated with new bookings, as backlog because our engagements can generally be cancelled or terminated on short notice.

 

Compliance with Environmental Laws

 

Federal, state and local statutes and regulations relating to the protection of the environment have had no material adverse effect on our operating results or competitive position, and we anticipate that they will have no material adverse effect on our future operating results or competitive position in the industry.

 

Employees

 

Our Company’s future growth and success largely depends upon our ability to attract, retain and motivate qualified employees, particularly professionals with the advanced information technology skills necessary to perform the services we offer. Our professionals possess significant industry experience, understand the latest technology, and build productive business relationships. We are committed to the long-term development of our employees, and will continue to dedicate significant resources to our hiring, training and career advancement programs. We strive to reinforce our employees’ commitment to our clients, culture and values through a comprehensive performance review system and a competitive compensation philosophy that rewards individual performance and teamwork.

 

As of June 30, 2003, we had approximately 15,300 full-time employees, including approximately 13,100 professional consultants.

 

Item 1(d).    Financial Information About Geographic Areas.

 

Information required by Item 1(d) is incorporated herein by reference to “Results of Operations” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 21, “Segment Information” of the Notes to the Consolidated Financial Statements included under Item 8 of this Annual Report.

 

Item 1(e).    Available Information.

 

Our website address is www.bearingpoint.com. Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through our website as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission. Information contained or referenced on our website is not incorporated by reference into and does not form a part of this Form 10-K.

 

Item 2.     Properties

 

Our corporate headquarters is located in McLean, Virginia. This facility has approximately 229,000 square feet of office space. As of June 30, 2003, we used approximately 1.6 million square feet of office space in approximately 89 locations throughout the United States. Some of the spaces we occupy are used for specific client contracts or development activities while administrative personnel and professional service personnel use other spaces. In addition, as of June 30, 2003, we had approximately 81 locations in Latin America, Canada, the Asia Pacific region and Europe, the Middle East and Africa with approximately 1.3 million additional square feet of office space. All office space referred to above is leased. We believe that our facilities are adequate to meet our needs for at least the next 12 months.

 

Subsequent to June 30, 2003, the Company announced plans to reduce its global office space usage and exit redundant office facilities in order to eliminate excess capacity and align global office space usage with corporate benchmarks and the needs of our business. The Company expects that it will reduce global office space usage by approximately 23%. A restructuring charge of approximately $70 million, representing the future lease rentals, the unamortized cost of leasehold improvements and costs associated with consolidating facilities, will be recorded during fiscal year 2004, most of which will be recorded during the first quarter. For additional information regarding the global office space reduction see Note 22, “Subsequent Events,” of the Notes to Consolidated Financial Statements.

 

7


Table of Contents

Item 3.     Legal Proceedings

 

Since August 14, 2003, various separate complaints purporting to be class actions were filed in the United States District Court for the Eastern District of Virginia alleging that we and certain of our officers violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. The complaints contain varying allegations, including that we made materially misleading statements with respect to our financial results for the first three quarters of fiscal year 2003 in our SEC filings and press releases. The complaints do not specify the amount of damages sought. We have not filed any answers, motions to dismiss or other responsive pleadings in this litigation. We intend to defend these matters vigorously.

 

In addition to the matters referred to above, 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 adverse effect on our financial condition or results of operations. Additional information regarding legal proceedings of the Company is incorporated by reference herein from Note 13, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements included under Item 8 of this Report.

 

Item 4.     Submission of Matters to a Vote of Security Holders

 

There were no matters submitted to a vote of security holders in the fourth quarter of fiscal year 2003.

 

Executive Officers of the Company

 

Our executive officers as of June 30, 2003 are:

 

Randolph C. Blazer, 53, has been Chairman of the Board since February 2001 and Chief Executive Officer and President since April 2000. From 1997 until April 2000, he served as a member of a two-person executive team (including as Co-Vice Chairman of consulting for KPMG LLP from January 1997 to August 1999 and as Co-Chief Executive Officer and Co-President of the Company from August 1999 until April 2000) that directed all Company services, managing its consulting professionals within various industry lines of business around the world. From 1991 until 1997, Mr. Blazer served as partner-in-charge of KPMG LLP’s public sector consulting practice, where he oversaw all consulting products and service offerings for the line of business serving federal, state and local governments and higher education institutions.

 

David W. Black, 41, has been Executive Vice President, General Counsel and Secretary since April 2000. Previously, he was Executive Vice President, General Counsel and Secretary for Affiliated Computer Services, Inc., an information technology outsourcing firm, from 1995 until 2000.

 

Michael J. Donahue, 44, has been Group Executive Vice President and Chief Operating Officer since April 2000. Previously, he was Managing Partner, Solutions for KPMG LLP from 1997 until 2000.

 

Robert S. Falcone, 56, has been Executive Vice President and Chief Financial Officer since April 2003. Previously, he was Chief Financial Officer for 800.com, a telecommunications company, from 2000 until 2002, and Chief Financial Officer at Nike, Inc., a footwear and apparel manufacturer, from 1992 until 1998.

 

Nathan H. Peck, Jr., 49, has been Executive Vice President and Chief Administrative Officer since April 2000. Previously, he was Acting Chief Financial Officer between January 2000 and June 2000. From June 1999 to June 2000, he was Chief Administrative Officer, Consulting Practice for KPMG LLP. Prior to that, Mr. Peck was Co-Practice Leader, Financial Services Consulting Practice for KPMG LLP from 1997 until 1999.

 

Bradley J. Schwartz, 46, has been Group Executive Vice President, Worldwide Client Service since December 2002. Previously, he was Group Executive Vice President, Worldwide Client Service for the Financial

 

8


Table of Contents

Services practice from July 2000 until December 2002, and for the Communications and Content practice from July 1999 until July 2000. Prior to that, Mr. Schwartz was a Partner at KPMG LLP from 1997 until 1999.

 

The term of office of each officer is until election and qualification of a successor or otherwise at the pleasure of the Board of Directors.

 

There is no arrangement or understanding between any of the above-listed officers and any other person pursuant to which any such officer was elected as an officer.

 

None of the above-listed officers has any family relationship with any director or other executive officer.

 

PART II.

 

Item 5.    Market for the Registrant’s Common Stock and Related Stockholder Matters

 

Market Information

 

Prior to October 3, 2002, our common stock was listed on the NASDAQ National Market under the ticker symbol “KCIN.” On October 2, 2002, the Company changed its name to BearingPoint, Inc. and ceased trading on the NASDAQ National Market. On October 3, 2002, the Company moved to the New York Stock Exchange and began trading under the new ticker symbol “BE.” For information regarding high and low quarterly sales prices of our common stock, see the “Quarterly Summarized Financial Information” table included under Item 7 of this Report.

 

Holders

 

At June 30, 2003, we had approximately 1,114 stockholders of record.

 

Dividends

 

We have not paid cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock for at least the next 12 months. We intend to retain all of our earnings, if any, to finance the expansion of our business and for general corporate purposes. Our existing credit facilities contain financial covenants and restrictions, some of which directly or indirectly may limit our ability to pay dividends. Our future dividend policy will also depend on our earnings, capital requirements, financial condition and other factors considered relevant by our Board of Directors.

 

Item 6.    Selected Financial Data

 

The selected financial data as of June 30, 2003 and for the year then ended is derived from the consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K, audited by PricewaterhouseCoopers LLP, independent auditors. The selected financial data as of June 30, 2002 and for the years ended June 30, 2002 and 2001 are derived from the consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K, audited by Grant Thornton, LLP, independent auditors. The selected financial data as of June 30, 2001, 2000 and 1999 and for the five months ended June 30, 2000, the seven months ended January 31, 2000 and the year ended June 30, 1999 are derived from the audited historical financial statements and related notes, audited by Grant Thornton, LLP, which are not included in this Annual Report on Form 10-K. Certain prior period amounts have been reclassified to conform with current period presentation. During fiscal year 2003, we significantly expanded our international presence through a series of acquisitions. For additional information regarding international acquisitions, see Note 6, “Acquisitions” of the Notes to Consolidated Financial Statements. Selected financial data should be read in conjunction with

 

9


Table of Contents

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes thereto included herein.

 

     Consolidated

    Combined (1)

 
     Year Ended

    Five
Months
Ended
June 30,
2000


    Seven
Months
Ended
January 31,
2000


    Year Ended
June 30,
1999


 
     June 30,
2003


    June 30,
2002


    June 30,
2001


       
     (in thousands, except per share amounts)     (in thousands)  

Revenue

   $ 3,139,277     $ 2,367,627     $ 2,855,824     $ 1,105,166     $ 1,264,818     $ 1,981,536  
    


 


 


 


 


 


Costs of service:

                                                

Impairment charge

     —         23,914       7,827       8,000       —         —    

Costs of service

     2,424,006       1,742,861       2,133,250       817,800       897,173       1,381,518  
    


 


 


 


 


 


Total costs of service

     2,424,006       1,766,775       2,141,077       825,800       897,173       1,381,518  

Gross profit

     715,271       600,852       714,747       279,366       367,645       600,018  

Amortization of purchased intangible assets

     44,702       3,014       —         —         —         —    

Amortization of goodwill

     —         —         18,176       5,210       4,398       4,321  

Selling, general and administrative expenses

     556,097       464,806       475,090       201,720       231,270       341,424  

Special payment to managing directors (2)

     —         —         —         34,520       —         —    
    


 


 


 


 


 


Operating income

     114,472       133,032       221,481       37,916       131,977       254,273  

Interest income

     2,346       3,144       2,386       6,178       —         —    

Interest expense

     (15,075 )     (2,248 )     (17,175 )     (16,306 )     (27,339 )     (25,157 )

Gain on sale of assets

     —         —         6,867       —         —         —    

Equity in losses of affiliate and loss on redemption of equity interest in affiliate

     —         —         (76,019 )     (15,812 )     (14,374 )     (622 )

Other income (expense), net

     (2,677 )     658       (692 )     (439 )     28       (111 )
    


 


 


 


 


 


Income before partner distributions and benefits (1)

                                   $ 90,292     $ 228,383  
                                    


 


Income before taxes

     99,066       134,586       136,848       11,537                  

Income tax expense

     57,759       81,524       101,897       29,339                  
    


 


 


 


               

Income (loss) before cumulative effect of change in accounting principle

     41,307       53,062       34,951       (17,802 )                

Cumulative effect of change in accounting principle, net of tax

     —         (79,960 )     —         —                    
    


 


 


 


               

Net income (loss)

     41,307       (26,898 )     34,951       (17,802 )                

Dividend on Series A Preferred Stock

     —         —         (31,672 )     (25,992 )                

Preferred stock conversion discount

     —         —         (131,250 )     —                    
    


 


 


 


               

Net income (loss) applicable to common stockholders

   $ 41,307     $ (26,898 )   $ (127,971 )   $ (43,794 )                
    


 


 


 


               

Earnings (loss) per share - basic and diluted:

                                                

Income before cumulative effect of change in accounting principle per share

   $ 0.22     $ 0.34     $ (1.19 )   $ (0.58 )                

Cumulative effect of change in accounting principle per share

     —         (0.51 )     —         —                    
    


 


 


 


               

Net income (loss) applicable to common stockholder per share

    $ 0.22     $ (0.17 )   $ (1.19 )   $ (0.58 )                
    


 


 


 


               

 

10


Table of Contents
     Consolidated

   Combined

     As of June 30,

     2003

   2002

   2001

   2000

   1999

Balance Sheet Data    (in thousands)

Total assets

   $ 2,049,812    $ 895,131    $ 999,635    $ 951,638    $ 492,191

Long-term obligations

     340,042      9,966      13,414      76,602      22,860

Series A mandatorily redeemable convertible preferred stock

     —        —        —        1,050,000      —  

(1)   As a partnership, all of KPMG LLP’s earnings were allocable to its partners. Accordingly, distributions and benefits to partners have not been reflected as an expense in our historical partnership basis financial statements through January 31, 2000. As a corporation, effective February 1, 2000, payments for services rendered by our managing directors are included as professional compensation. Likewise, as a corporation, we are subject to corporate income taxes effective February 1, 2000.
(2)   For the period from January 31, 2000 through June 30, 2000, the profits of KPMG LLP and our Company were allocated among the partners of KPMG LLP and our managing directors as if the entities had been combined through June 30, 2000. Under this agreement, our managing directors received a special payment of $34.5 million by our Company for the five-month period ended June 30, 2000.

 

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the notes to consolidated financial statements included elsewhere in this Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. See the “Disclosure Regarding Forward-Looking Statements.” All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on June 30. For example, a reference to “2003” or “fiscal year 2003” means the 12-month period that ended on June 30, 2003.

 

Company Overview

 

BearingPoint, Inc. is a large business consulting, systems integration and managed services firm with approximately 15,300 employees at June 30, 2003, serving Global 2000 companies, medium-sized businesses, government agencies and other organizations. The Company provides 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.

 

Commencing with our first acquisition of an international practice (Mexico) in December 1999, the Company has been executing a strategy to develop a global business platform primarily through acquisitions. During fiscal year 2003, we significantly expanded our European presence with the purchase of KPMG Consulting AG (subsequently renamed BearingPoint GmbH (“BE Germany”)), 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 in Brazil, Finland, France, Japan, Norway, Peru, Singapore, South Korea, Spain, Sweden, Switzerland and in the United States, and the consulting practice of the KPMG International member firm in Finland. In addition, we strengthened our Latin American business with the acquisition of Ernst & Young’s Brazilian consulting practice. Through June 30, 2003, we have completed 32 transactions (all of which are accounted for as purchase business acquisitions, and will therefore be referred to in this Form 10-K as “acquisitions”), and we have substantial multinational operations in North America, Latin America, the Asia Pacific region, and Europe, the Middle East and Africa (EMEA). These regional practices are organized along industry groups in which we have specialized knowledge and expertise, including Public Services, Communications & Content, Financial Services, Consumer and Industrial Markets, and High Technology. For the year ended June 30, 2003, international operations outside North America represented 29.8% of our business (measured in revenue dollars), compared to 8.0% for the year ended June 30, 2002.

 

11


Table of Contents

The following chart provides a summary of our recent acquisitions:

 

Relevant Entity


   Transaction Date

Andersen Business Consulting, United States

   July 1, 2002

Andersen Business Consulting, Switzerland

   July 1, 2002

Andersen Business Consulting, Nordics (including Finland, Norway and Sweden)

   July 1, 2002

Andersen Business Consulting, Singapore

   July 1, 2002

Andersen Business Consulting, South Korea

   July 2, 2002

Andersen Business Consulting, Peru

   August 1, 2002

Andersen Business Consulting, Spain

   August 1, 2002

Andersen Business Consulting, Japan

   August 1, 2002

KPMG Consulting AG (the consulting business of the German member of KPMG International)

   August 22, 2002

Andersen Business Consulting, Brazil

   August 23, 2002

Andersen Business Consulting, France

   September 11, 2002

Business consulting practice of Ernst & Young, Brazil

   September 18, 2002

Consulting business of the Finland member of KPMG International

   October 1, 2002

 

The level of economic activity in the industries and regions we serve is a primary factor affecting the results of our operations. The pace of technological change and the type and level of technology spending by our clients also drives our business. Changes in business requirements and practices of our clients have a significant impact on the demand for the technology consulting and systems integration services we provide. The current economic downturn has negatively affected the operations of some of our clients, and in turn impacted their information technology spending. During this time, competition for new engagements and pricing pressure has remained strong. We do not expect business volumes to significantly improve during the next 12 months. We have responded to these challenging business conditions by focusing on a variety of revenue growth and cost control initiatives, including continued evaluation of the size of our workforce and required office space in relation to overall client demand for services, eliminating excess capacity and aggressively reducing discretionary costs to lower the cost of operations and maintain profit margins.

 

Financial Statement Presentation

 

The consolidated financial statements reflect the operations of the Company and all of its majority-owned subsidiaries. Upon consolidation, all significant intercompany accounts and transactions are eliminated. Certain prior period amounts have been reclassified to conform with current period presentation; such reclassifications were immaterial.

 

Segments

 

Through fiscal year 2002, the Company provided operations within five reportable segments. Our reportable segments were representative of the five major industry groups in which the Company has industry-specific knowledge, including Public Services, Communications & Content, Financial Services, Consumer and Industrial Markets and High Technology. Upon completion of a series of international acquisitions during the first quarter of fiscal year 2003, the Company established three international operating segments (EMEA and the Asia Pacific and Latin America regions). For fiscal year 2003, the Company has eight reportable segments in addition to the Corporate/Other category. The Company’s chief operating decision maker, the Chairman and Chief Executive Officer, evaluates performance and allocates resources based upon the segments. Accounting policies of the segments are the same as those described in Note 2, “Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements. Upon consolidation, all intercompany accounts and transactions are eliminated. Inter-segment revenue is not included in the measure of profit or loss and total assets for each reportable segment. Performance of the segments is evaluated on operating income excluding the costs of infrastructure functions (such as information systems, finance and accounting, human resources, legal and

 

12


Table of Contents

marketing). Prior year information has been reclassified to reflect current year changes. Effective for fiscal year 2004, the Company combined its Consumer and Industrial Markets and High Technology industry groups to form the Consumer, Industrial and Technology industry group.

 

Critical Accounting Policies and Estimates

 

The preparation of our financial statements in conformity with generally accepted accounting principles in the United States requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management’s estimates and assumptions are derived and continually evaluated based on available information, reasonable judgment and the Company’s experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates. Accounting policies and estimates that management believes are most critical to the Company’s financial condition and operating results pertain to revenue recognition (including estimates of costs to complete engagements); valuation of accounts receivable; valuation of goodwill; and effective income tax rates. See Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements for descriptions of these and other significant accounting policies.

 

Revenue Recognition.    We earn revenue from a range of consulting services, including, but not limited to, business and technology strategy, systems design, architecture, applications implementation, network, systems integration and managed services. Revenue includes all amounts that are billed or billable to clients, including out-of-pocket costs such as travel and subsistence for client service professional staff, costs of hardware and software and costs of subcontractors (collectively referred to as “other direct contract expenses”). Unbilled revenue consists of recognized recoverable costs and accrued profits on contracts for which billings had not been presented to the clients as of the balance sheet date. Management anticipates that the collection of these amounts will occur within one year of the balance sheet date, with the exception of approximately $8.0 million related to various long-term government agencies’ contracts. Billings in excess of revenue recognized are recorded as deferred revenue until the applicable revenue recognition criteria are met.

 

Services:    We enter into long-term, fixed-price, time-and-materials, and cost-plus contracts to design, develop or modify multifaceted client-specific information technology systems. Such arrangements represent a significant portion of our business and are accounted for in accordance with AICPA Statement of Position (“SOP”) 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” Arrangements accounted for under SOP 81-1 must have a binding, legally enforceable contract in place before revenue can be recognized. Revenue under fixed-price contracts is generally recognized using the percentage-of-completion method based upon costs to the client incurred as a percentage of the total estimated costs to the client. Revenue under time-and-materials contracts is based on fixed billable rates for hours delivered plus reimbursable costs. Revenue under cost-plus contracts is recognized based upon reimbursable costs incurred plus estimated fees earned thereon.

 

We also enter into fixed-price and time-and-materials contracts to provide general business consulting services, including, but not limited to, systems selection or assessment, feasibility studies, and business valuation and corporate strategy services. Such arrangements are accounted for in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” Revenue from such arrangements is recognized when: i) there is persuasive evidence of an arrangement, ii) the fee is fixed or determinable, iii) services have been rendered and payment has been contractually earned, and iv) collectibility of the related receivable or unbilled revenue is reasonably assured.

 

We periodically perform reviews of estimated revenue and costs on all of our contracts at an individual engagement level to assess if they are consistent with initial assumptions. Any changes to estimates are recognized on a cumulative catch-up basis in the period in which the change is identified. Loses on contracts are recognized when identified. Additionally, we enter into arrangements in which we manage, staff, maintain, host

 

13


Table of Contents

or otherwise run solutions and systems provided to the client. Revenue from these types of arrangements is typically recognized on a ratable basis as earned over the term of the service period.

 

Software:    We enter into a limited number of software licensing arrangements. We recognize software license fee revenue in accordance with the provisions of AICPA Statement of Position 97-2, “Software Revenue Recognition” and its related interpretations. Our software licensing arrangements typically include multiple elements, such as software products, post-contract customer support, and consulting and training services. The aggregate arrangement fee is allocated to each of the undelivered elements based upon vendor-specific evidence of fair value (“VSOE”), with the residual of the arrangement fee allocated to the delivered elements. VSOE for each individual element is determined based upon prices charged to customers when these elements are sold separately. Fees allocated to each software element of the arrangement are recognized as revenue when the following criteria have been met: i) persuasive evidence of an arrangement exists, ii) delivery of the product has occurred, iii) the license fee is fixed or determinable, and iv) collectibility of the related receivable is reasonably assured. If evidence of fair value of the undelivered elements of the arrangement does not exist, all revenue from the arrangement is deferred until such time evidence of fair value does exist, or until all elements of the arrangement are delivered. Fees allocated to post-contract customer support are recognized as revenue ratably over the term of the support period. Fees allocated to other services are recognized as revenue as the services are performed. Revenue from monthly license charge or hosting arrangements is recognized on a subscription basis over the period in which the client uses the product.

 

Multiple-Element Arrangements for Service Offerings:    In certain arrangements, we enter into contracts that include the delivery of a combination of two or more of our service offerings. Typically, such multiple-element arrangements incorporate the design, development or modification of systems and an ongoing obligation to manage, staff, maintain, host or otherwise run solutions and systems provided to the client. Such contracts are divided into separate units of accounting and the total arrangement fee is allocated to each unit based on its relative fair value. Revenue is recognized separately, and in accordance with our revenue recognition policy, for each element.

 

Valuation of Accounts Receivable.    Periodically, we review accounts receivable to reassess our estimates of collectibility. We provide valuation reserves for bad debts based on specific identification of likely and probable losses. In addition, we provide valuation reserves for estimates of aged receivables that may be written off, based upon historical experience. These valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectibility of accounts receivable becomes available. Circumstances that could cause our valuation reserves to increase include changes in our clients’ liquidity and credit quality, other factors negatively impacting our clients’ ability to pay their obligations as they come due, and the quality of our collection efforts.

 

Valuation of Goodwill.    Effective July 1, 2001, the Company early-adopted the new accounting principle related to goodwill, Statement of Financial Accounting Standard (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” As a consequence, we recognized a transitional impairment loss of $80.0 million, net of tax, ($0.51 per share) as the cumulative effect of a change in accounting principle. This transitional impairment loss resulted from the change in method of measuring impairments. Upon adoption of SFAS No. 142, Goodwill is no longer amortized, but instead tested for impairment at least annually. The first step of the goodwill impairment test is a comparison of the fair value of a reporting unit to its carrying value. The fair value of a reporting unit is the amount which the unit as a whole could be bought or sold in a current transaction between willing parties. The goodwill impairment test requires us to identify our reporting units and obtain estimates of the fair values of those units as of the testing date. Our reporting units are our North American industry groups and our international geographic segments. We estimate the fair values of our reporting units using discounted cash flow valuation models. Those models require estimates of future revenues, profits, capital expenditures and working capital for each unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans and industry data. The estimated fair value of each of our reporting units exceeded its respective carrying value in 2003 indicating the underlying goodwill of each unit was not impaired at the respective testing dates. We

 

14


Table of Contents

conduct our annual impairment test as of April 1 of each year. The timing and frequency of our goodwill impairment test is based on an ongoing assessment of events and circumstances that would more than likely reduce the fair value of a reporting unit below its carrying value. We will continue to monitor our goodwill balance for impairment and conduct formal tests when impairment indicators are present. A decline in the fair value of any of our reporting units below its carrying value is an indicator that the underlying goodwill of the unit is potentially impaired. This situation would require the second step of the goodwill impairment test to determine whether the reporting unit’s goodwill is impaired. The second step of the goodwill impairment test is a comparison of the implied fair value of a reporting unit’s goodwill to its carrying value. An impairment loss is required for the amount which the carrying value of a reporting unit’s goodwill exceeds its implied fair value. The implied fair value of the reporting unit’s goodwill would become the new cost basis of the unit’s goodwill.

 

Effective Income Tax Rates. Determing effect income tax rates are highly dependent upon management estimates and judgments, particularly at each interim reporting date. Circumstances that could cause our estimates of effective income tax rates to change include restrictions on the use of the Company’s foreign subsidiary losses to reduce the Company’s tax burden; the preparation of our corporate income tax returns; the level of actual pre-tax income; and changes mandated as a result of audits by taxing authorities.

 

Significant Components of Our Statements of Operations

 

Revenue.    We derive substantially all of our revenue from professional service activities. Revenue includes all amounts that are billed or billable to clients, including out-of-pocket costs such as travel and subsistence for client service professional staff, costs of hardware and software and costs to subcontractors (collectively referred to as “other direct contract expenses”). Unbilled revenue represents revenue for services performed that have not been billed. Billings in excess of revenue recognized are recorded as deferred revenue until the applicable revenue recognition criteria are met. We recognize revenue when it is realized or realizable and earned. We consider revenue to be realized or realizable and earned when persuasive evidence of an arrangement exists, services have been rendered, fees are fixed or determinable and collection of revenue is reasonably assured. We generally enter into long-term, fixed-price, time-and-materials and cost plus contracts to design, develop or modify multifaceted client specific information technology systems. We generally recognize the majority of our revenue on a time-and-materials or percentage-of-completion basis as services are provided (See Note 2, “Summary of Significant Accounting Policies,” of the Notes to Consolidated Financial Statements).

 

We enter into contracts with our clients that contain varying terms and conditions. These contracts generally provide that they can be terminated without significant advance notice or penalty. Generally, in the event that a client terminates a project, the client remains obligated to pay for services performed and expenses incurred by us through the date of termination.

 

Professional Compensation.    Professional compensation consists of payroll and related benefits associated with client service professional staff (including costs associated with reductions in workforce).

 

Other Direct Contract Expenses.    As indicated above, other direct contract expenses include costs directly attributable to client engagements. These costs include out-of-pocket costs such as travel and subsistence for client service professional staff, costs of hardware and software, and costs of subcontractors.

 

Other Costs of Service.    Other costs of service primarily consist of the costs attributable to the support of the client service professional staff, bad debt expense relating to accounts receivable, as well as other indirect costs attributable to serving our client base. These costs include occupancy costs related to office space utilized by professional staff, depreciation and amortization costs related to assets used in revenue generating activities, the costs of training and recruiting professional staff, and costs associated with professional support personnel.

 

Amortization of Purchased Intangible Assets.    Amortization of purchased intangible assets represents the amortization expense on identifiable intangible assets related to customer and market-related intangible assets which primarily resulted from the various acquisitions of businesses.

 

15


Table of Contents

Selling, General and Administrative Expenses.    Selling, general and administrative expenses include costs related to marketing, information systems, depreciation and amortization, finance and accounting, human resources, sales force, and other expenses related to managing and growing our business. During fiscal year 2003, selling, general and administrative expenses also include costs associated with our rebranding effort.

 

Interest (Income) Expense, Net.    Interest expense reflects interest incurred on the Company’s borrowings, including interest incurred on private placement senior notes, borrowings under a receivables purchase facility and borrowings under revolving lines of credit. Interest income represents interest earned on short-term investments of available cash and cash equivalents.

 

Equity in Losses of Affiliate and Loss on Redemption of Equity Interest in Affiliate.    Equity in losses of affiliate and loss on redemption of equity interest in affiliate related to Qwest Cyber.Solutions LLC (“QCS”), which was established in June 1999 as a joint venture with Qwest Communications International, Inc. to provide comprehensive Internet-based application service provider, application hosting and application management services. QCS incurred cumulative losses in excess of $65 million from its inception to December 27, 2000 and periodically required additional capital to fund its operations and acquire equipment to support the expansion of its business. We decided not to make any additional capital contributions to QCS and on December 27, 2000, QCS redeemed our 49% ownership interest in the joint venture in exchange for a nominal amount. Accordingly, our investment in QCS of $63.3 million ($58.5 million on a net of tax basis) was written off through a non-cash charge to earnings in December 2000.

 

Income Tax Expense.    The Company’s effective tax rate is significantly impacted by its level of pre-tax earnings and non-deductible expenses. Accordingly, if our pre-tax earnings grow and non-deductible expenses grow at a slower rate or decrease, our effective tax rate will decrease. Due to our high level of non-deductible travel-related expenses, and unusable foreign tax losses and credits, our effective tax rate exceeds our statutory rates.

 

Conversion Discount on Series A Preferred Stock.    On January 31, 2000, Cisco Systems, Inc. (“Cisco”) purchased 5 million shares of our Series A Preferred Stock for $1.05 billion. On September 15, 2000, Cisco and KPMG LLP agreed that immediately prior to the closing of our initial public offering, KPMG LLP would purchase 2.5 million shares of Series A Preferred Stock from Cisco for $525 million. Our agreement with Cisco required us to repurchase that number of shares of our Series A Preferred Stock that would result in Cisco owning 9.9% of our common stock following the conversion and the initial public offering. At the initial public offering price of $18.00 there was a 20%, or $262.5 million conversion discount, such that the Series A Preferred Stock would convert into our common stock at $14.40 per share for an equivalent of 72.9 million shares. On November 29, 2000, KPMG LLP agreed to convert all of the Series A Preferred Stock it agreed to acquire from Cisco at the initial public offering price without any conversion discount. Thus, the net amount of the beneficial conversion feature (after deducting the amount of the conversion discount foregone by KPMG LLP) was $131.3 million. The intrinsic value (i.e., the “beneficial conversion feature”) ascribable to the Series A Preferred Stock as a result of the discounted conversion price was reflected as a preferred dividend and a reduction of net income available to common stockholders as of the date of the initial public offering (See Note 14, “Series A Mandatorily Reedemable Convertible Preferred Stock,” of the Notes to Consolidated Financial Statements).

 

16


Table of Contents

Results of Operations

 

The following table sets forth the percentage of revenue represented by items in our consolidated income statements for the periods presented.

 

     Year Ended June 30,

 
     2003

    2002

    2001

 

Revenue

   100 %   100 %   100 %
    

 

 

Costs of service:

                  

Professional compensation

   45     40     38  

Other direct contract expenses

   23     25     26  

Other costs of service

   9     9     11  

Impairment charge

   —       1     n/m  
    

 

 

Total costs of service

   77     75     75  
    

 

 

Gross profit

   23     25     25  

Amortization of purchased intangible assets

   1     n/m     —    

Amortization of goodwill

   —       —       n/m  

Selling, general and administrative expenses

   18     20     17  
    

 

 

Operating income

   4     5     8  

Interest income

   n/m     n/m     n/m  

Interest expense

   n/m     n/m     n/m  

Gain on sale of assets

   —       —       n/m  

Equity in losses of affiliate and loss on redemption of equity

                  

interest in affiliate

   —       —       (3 )

Other income (expense), net

   n/m     n/m     n/m  
    

 

 

Income before taxes

   3     5     5  

Income tax expense

   2     3     4  
    

 

 

Income (loss) before cumulative effect of change in accounting principle

   1     2     1  

Cumulative effect of change in accounting principle, net of tax

   —       (3 )   —    
    

 

 

Net income (loss)

   1     (1 )   1  

Dividend on Series A Preferred Stock

   —       —       (1 )

Preferred stock conversion discount

   —       —       (5 )
    

 

 

Net income (loss) applicable to common stockholders

   1 %   (1 )%   (5 )%
    

 

 


n/m = not meaningful

                  

 

17


Table of Contents

Year Ended June 30, 2003 Compared to Year Ended June 30, 2002

 

Revenue.    Revenue increased $771.7 million, or 32.6%, from $2,367.6 million in the year ended June 30, 2002, compared to $3,139.3 million in the year ended June 30, 2003. The overall increase in revenue was predominantly due to the impact of the acquisitions completed during the first half of fiscal year 2003. Our three international operating segments (i.e. EMEA and the Asia Pacific and Latin America regions) accounted for $746.3 million, or 96.7%, of the global revenue increase, principally resulting from the aforementioned acquisitions. Total North America revenue increased by $30.6 million, or 1.4%, to $2.2 billion as increases in three of our North America business units (Public Services, Financial Services and Consumer and Industrial Markets) were nearly completely offset by declines in the Communications & Content and High Technology business units. North America revenue was positively impacted by personnel acquired from Andersen Business Consulting during the first quarter of fiscal year 2003 as engagement hours increased by 5.6%; however, a decline in the average gross bill rate per hour for the fiscal year ended June 30, 2003 compared to the fiscal year ended June 30, 2002 partially offset the higher level of engagement hours. Average gross billing rates in certain markets have declined due to continuous pricing pressures resulting from the challenging economic environment.

 

Our acquisitions completed in the first half of fiscal year 2003 significantly expanded our international presence and diversified our revenue base. For the fiscal year ended June 30, 2003, North America generated 70.3% of consolidated gross revenue, while EMEA, Asia Pacific and Latin America contributed 18.1%, 9.3% and 2.3%, respectively. By comparison, for the fiscal year ended June 30, 2002, North America contributed 92.0% of consolidated gross revenue, with EMEA, Asia Pacific and Latin America providing 0.7%, 5.4% and 1.9%, respectively.

 

Gross Profit.    Gross profit as a percentage of revenue declined to 22.8% for the fiscal year ended June 30, 2003, compared to 25.4% for the fiscal year ended June 30, 2002. This decline is mainly attributable to an increase in professional compensation expense in relation to revenue resulting from the addition of approximately 7,000 billable employees in connection with the acquisitions completed in the first half of fiscal year 2003, offset in part by the Company’s continued focus on a variety of revenue growth and cost control initiatives, including continued evaluation of required office space and the size of our workforce in relation to overall client demand for services. In dollar terms, gross profit increased by $114.4 million, or 19.0%, from $600.9 million for the year ended June 30, 2002, to $715.3 million for the year ended June 30, 2003. The increase in gross profit was due to an increase in revenue of $771.7 million described above, offset by:

 

    A net increase in professional compensation of $481.9 million, or 51.2%, from $940.8 million for the year ended June 30, 2002, to $1,422.7 million for the year ended June 30, 2003. This increase is primarily related to the additional compensation expense in relation to revenue resulting from the addition of approximately 7,000 billable employees as a result of acquisitions completed in the first half of fiscal year 2003, including $13.5 million relating to common stock awards made to certain former partners of the Andersen Business Consulting practices. These increases are partially offset by savings achieved though the Company’s workforce reduction actions that have occurred over the past 12 months in response to the challenging economy.

 

    A net increase in other direct contract expenses of $128.6 million, or 21.7%, from $592.6 million, or 25.0% of revenue, for the year ended June 30, 2002, to $721.2 million, or 23.0% of revenue, for the year ended June 30, 2003. The $128.6 million increase in other direct contract expenses is attributable to higher revenue levels, while the improvement in other direct contract expenses as a percentage of revenue to 23.0% 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 $70.7 million, or 33.8%, from $209.4 million for the year ended June 30, 2002, to $280.1 million for the year ended June 30, 2003. This increase is primarily due to an increase in other costs of service resulting from the acquisitions completed in the first half of fiscal year 2003, partially offset by lower levels of bad debt expense and tighter controls on discretionary spending.

 

18


Table of Contents
    An impairment charge of $23.9 million ($20.8 million net of tax) recorded in the year ended June 30, 2002, primarily related to the write down of equity investments by $16.0 million and software licenses held for sale by $7.6 million.

 

Amortization of Purchased Intangible Assets.    Amortization of purchased intangible assets increased $41.7 million to $44.7 million for the year ended June 30, 2003, from $3.0 million for the year ended June 30, 2002. This increase in amortization expense primarily relates to $45.7 million of order backlog, customer contracts and related customer relationships acquired as part of our acquisitions, which is being amortized over 12 to 15 months.

 

Selling, General and Administrative Expenses.    Selling, general and administrative expenses increased $91.3 million, or 19.6%, from $464.8 million for the year ended June 30, 2002, to $556.1 million for the year ended June 30, 2003. This increase is principally due to the impact of the acquisitions completed in the first half of fiscal year 2003 and $28.2 million in costs associated with the Company’s rebranding initiative, offset partially by reduced discretionary spending and current cost control initiatives. Selling, general and administrative expenses as a percentage of gross revenue improved to 17.7% compared to 19.6% for the year ended June 30, 2003 and 2002, respectively.

 

Interest Income (Expense), Net.    Interest income (expense), net, decreased $13.6 million to $12.7 million of net interest expense from $0.9 million of net interest income for the year ended June 30, 2003 and 2002, respectively. This increase in net interest expense is due to an increase in borrowings outstanding of $275.3 million from $1.8 million at June 30, 2002 to $277.2 million at June 30, 2003. The increase in borrowings is primarily due to the Company’s borrowing of $220.0 million in August 2002 under a short-term revolving credit facility, which was retired in November 2002 upon the Company’s completion of a private placement of $220.0 million in senior notes. Additionally, the Company has increased borrowings under its other credit facilities. The Company has used the borrowings primarily to finance a portion of the cost of its acquisitions completed during the first half of fiscal year 2003.

 

Income Tax Expense.    For the year ended June 30, 2003, the Company earned income before taxes of $99.1 million and provided for income taxes of $57.8 million, resulting in an effective tax rate of 58.3%. For the year ended June 30, 2002, the Company earned income before taxes of $134.6 million and provided for income taxes of $81.5 million, resulting in an effective tax rate of 60.6%. The Company’s effective tax rate continues to be negatively impacted because tax laws restrict the use of the Company’s foreign subsidiary losses to reduce the Company’s tax burden.

 

Cumulative Effect of Change in Accounting Principle.    The Company adopted SFAS No. 142 during the first quarter of the fiscal year ended June 30, 2002 (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 fiscal year ended June 30, 2002, 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, which requires measuring impairments on a discounted rather than undiscounted cash flow basis.

 

Net Income (Loss).    For the fiscal year ended June 30, 2003, the Company realized net income of $41.3 million, or $0.22 per share. For the fiscal year ended June 30, 2002, the Company incurred a net loss of $26.9 million, or $0.17 loss per share. Included in the prior year’s results is the cumulative effect of a change in accounting principle of $80.0 million (net of tax) and an impairment charge of $20.8 million (net of tax) related to the write down of equity investments and software licenses held for sale.

 

19


Table of Contents

Year Ended June 30, 2002 Compared to Year Ended June 30, 2001

 

Revenue.    Revenue decreased $488.2 million, or 17.1%, from $2,855.8 million in the year ended June 30, 2001, to $2,367.6 million in the year ended June 30, 2002. This overall decrease was primarily attributable to a slower economy, which significantly impacted the financial services and high technology businesses with year- over-year declines of 50.4% and 57.6%, respectively. Public Services remained strong with growth of 10.9% and international revenue also grew by 32.8%, which was largely due to the acquisitions of the Australia and Southeast Asia consulting practices.

 

Gross Profit.    Gross profit as a percentage of revenue improved slightly to 25.4% from 25.0% for the years ended June 30, 2002 and 2001, respectively. Despite the decrease in revenue discussed above, the Company was able to maintain its gross profit percentage as a result of its continued focus on expense control.

 

In dollar terms, gross profit decreased by $113.9 million, or 15.9%, from $714.7 million for the year ended June 30, 2001, to $600.9 million for the year ended June 30, 2002. The decrease in gross profit was due to a decline in revenue of $488.2 million described above, offset by:

 

    A net decrease in professional compensation of $143.9 million, or 13.3%, to $940.8 million compared to $1,084.8 million in the prior year. This decrease was predominantly due to the Company’s reduction in workforce actions, taken in the second and fourth quarters of fiscal year 2002 and the fourth quarter of fiscal year 2001. Overall the Company’s average billable headcount has declined from approximately 8,900 in fiscal year 2001 to 8,100 in fiscal year 2002. Additionally, incentive compensation accruals were also lower as a result of the decrease in Company earnings.

 

    A net decrease in other direct contract expenses of $159.3 million, or 21.2%, to $592.6 million, representing 25.0% of revenue, compared to $752.0 million, or 26.3% of revenue in the prior year. The decline as a percentage of revenue was a direct result of the Company’s efforts to limit the use of subcontractors whenever possible, utilizing existing resources, and reduced travel-related expenses.

 

    A net decrease in other costs of service of $87.2 million, or 29.4%, to $209.4 million from $296.5 million, was primarily due to a decrease in bad debt expense of $29.2 million, reduced training costs of $23.0 million, tighter controls on discretionary expenses, and reduced headcount.

 

    During fiscal year 2002, the Company recorded an impairment charge of $23.9 million ($20.8 million net of tax) primarily to write down equity investments by $16.0 million and software licenses held for sale by $7.6 million. These charges eliminated the Company’s exposure to loss related to equity investments and software licenses held for sale. The Company’s impairment charge of $7.8 million ($4.6 million net of tax) in fiscal year 2001 related to software licenses held for sale.

 

Amortization of Purchased Intangible Assets.    Amortization of purchased intangible assets decreased by $15.2 million to $3.0 million for fiscal year 2002 as a result of the Company electing to early-adopt SFAS No. 142, “Goodwill and Other Intangible Assets,” which eliminated goodwill amortization.

 

Selling, General and Administrative Expenses.    Selling, general and administrative expenses were $464.8 million for the year ended June 30, 2002. This reflects a decrease of $10.3 million, or 2.2%, from $475.1 million in fiscal year 2001, which was primarily due to lower levels of practice development expenses.

 

Interest Income.    Interest income increased $0.8 million, or 31.8%, from $2.4 million during fiscal year 2001 to $3.1 million for fiscal year 2002. This increase was primarily due to the Company’s increase in short term investments due to an increase of $157.7 million in its cash and cash equivalents position to $203.6 million at June 30, 2002 from $45.9 million at June 30, 2001.

 

20


Table of Contents

Interest Expense.    Interest expense decreased $14.9 million, or 86.9%, from $17.2 million to $2.2 million for the year ended June 30, 2001 and 2002, respectively. This decrease was due to a repayment of all outstanding borrowings under our credit facility during fiscal year 2001, resulting from the use of proceeds from our initial public offering, and improvements made in our management of client billings and collections. This improvement is evidenced by the further reduction in our days sales outstanding from 68 days at June 30, 2001 to 55 days at June 30, 2002.

 

Equity in Losses of Affiliate and Loss on Redemption of Equity Interest in Affiliate.    For the year ended June 30, 2001, loss on redemption of equity interest in affiliate and equity losses of affiliate of $76.0 million related primarily to the redemption of our equity investment in QCS in December 2000.

 

Income Tax Expense.    For the year ended June 30, 2002, the Company earned income before taxes and cumulative effect of change in accounting principle of $134.6 million and provided income taxes of $81.5 million, resulting in an effective tax rate of 60.6%. This rate was impacted by the non-deductibility of losses incurred by certain international operations as well as non-deductible impairment losses relating to equity investments. For the year ended June 30, 2001, the Company earned income before taxes of $136.8 million and provided income taxes of $101.9 million, resulting in an effective tax rate of 74.5%. This rate was significantly impacted by the non-deductibility of the loss on redemption of equity interest in affiliate coupled with non-deductible losses in certain international operations.

 

Cumulative Effect of Change in Accounting Principle.    The Company elected to early-adopt SFAS No. 142 as of July 1, 2001. This standard eliminates goodwill amortization upon adoption and requires an assessment for goodwill impairment upon adoption and at least annually thereafter. As a result of adoption of this standard, the Company did not amortize goodwill during the year ended June 30, 2002, and incurred a non-cash transitional impairment charge of $80.0 million, net of tax. This transitional impairment charge was a result of the change in accounting principles to measuring impairments on a discounted versus an undiscounted cash flow basis.

 

Preferred Stock Dividends.    Series A Preferred Stock dividends totaling $31.7 million were recorded in the year ended June 30, 2001. After December 31, 2000, the Company was no longer required to pay dividends on our Series A Preferred Stock because it was redeemed and converted in connection with our initial public offering.

 

Preferred Stock Conversion Discount.    Our Series A Preferred Stock contained a beneficial conversion feature whereby the preferred stock could convert into common stock at a rate of between 75% and 80% of the initial public offering price. Based upon an initial public offering price of $18 per share, the net amount of this one-time non-cash beneficial conversion feature was $131.3 million.

 

Net Income (Loss) Applicable to Common Stockholders.    For the year ended June 30, 2002, the Company incurred a net loss applicable to common stockholders of $26.9 million, or $0.17 per share. For the year ended June 30, 2001, the Company incurred a net loss applicable to common stockholders of $128.0 million, or $1.19 per share. Both periods’ results were impacted by significant one-time or nonrecurring charges, as described above.

 

21


Table of Contents

Industry Results

 

Through fiscal year 2002, the Company provided operations within five reportable segments. Our reportable segments were representative of our five major industry groups. Upon the completion of a series of international acquisitions during the first quarter of fiscal year 2003, the Company established three international operating segments (i.e., EMEA and the Asia Pacific and Latin America regions). For fiscal year 2003, the Company has eight reportable segments in addition to the Corporate/Other category. Prior year information has been reclassified to reflect fiscal year 2003 presentation. Effective for fiscal year 2004, the Company combined its Consumer and Industrial Market and High Technology industry groups to form the Consumer, Industrial and Technology industry group.

 

     Year Ended June 30,

 
     2003

    2002

    2001

 
     (in thousands)  

Revenue:

                        

Public Services

   $ 1,094,754     $ 966,422     $ 871,597  

Communications & Content

     350,694       473,269       551,089  

Financial Services

     236,773       229,993       463,930  

Consumer and Industrial Markets

     368,692       311,144       367,433  

High Technology

     155,251       194,751       459,448  

EMEA

     567,581       16,089       18,311  

Asia Pacific

     293,258       128,145       60,620  

Latin America

     73,743       44,054       62,800  

Corporate/Other (1)

     (1,469 )     3,760       596  
    


 


 


Total

   $ 3,139,277     $ 2,367,627     $ 2,855,824  
    


 


 


Revenue %:

                        

Public Services

     35 %     41 %     31 %

Communications & Content

     11 %     20 %     19 %

Financial Services

     8 %     10 %     16 %

Consumer and Industrial Markets

     12 %     13 %     13 %

High Technology

     5 %     8 %     16 %

EMEA

     18 %     1 %     1 %

Asia Pacific

     9 %     5 %     2 %

Latin America

     2 %     2 %     2 %

Corporate/Other (1)

     n/m       n/m       n/m  
    


 


 


Total

     100 %     100 %     100 %
    


 


 


Gross profit (loss):

                        

Public Services

   $ 350,237     $ 342,198     $ 277,145  

Communications & Content

     112,892       141,592       161,686  

Financial Services

     69,262       46,771       91,819  

Consumer and Industrial Markets

     98,324       100,550       112,379  

High Technology

     43,847       51,689       151,292  

EMEA

     108,963       1,917       680  

Asia Pacific

     48,342       11,151       8,069  

Latin America

     23,465       3,212       (8,089 )

Corporate/Other (1)

     (140,061 )     (98,228 )     (80,234 )
    


 


 


Total

   $ 715,271     $ 600,852     $ 714,747  
    


 


 


Gross profit (loss) %:

                        

Public Services

     49 %     57 %     39 %

Communications & Content

     16 %     23 %     22 %

Financial Services

     10 %     8 %     13 %

Consumer and Industrial Markets

     14 %     17 %     16 %

High Technology

     6 %     9 %     21 %

EMEA

     15 %     n/m       n/m  

Asia Pacific

     7 %     2 %     1 %

Latin America

     3 %     n/m       -1 %

Corporate/Other (1)

     (20 %)     (16 %)     (11 %)
    


 


 


Total

     100 %     100 %     100 %
    


 


 



(1)   Corporate/Other operating loss is principally due to infrastructure and shared services costs.

n/m = not meaningful

 

22


Table of Contents

Public Services, the Company’s largest business unit, generated revenue in the year ended June 30, 2003 of $1,094.8 million, representing an increase of $128.3 million, or 13.3%, over the year ended June 30, 2002. This increase was predominantly due to growth in the Federal and State and Local business segments, driven by an 11.6% increase in engagement hours as gross billing rates were consistent year over year. Gross profit declined to 32.0% of revenue in fiscal year 2003 from 35.4% of revenue in fiscal year 2002. The decline in gross profit percentage was principally due to higher solution development costs, coupled with an increase in compensation expense.

 

Communications & Content generated revenue of $350.7 million in the year ended June 30, 2003, representing a decline of $122.6 million, or 25.9%, over the year ended June 30, 2002. This decline was primarily the result of reduced spending in the telecommunications industry and the Company’s completion of several large contracts involving testing related to compliance with the 1996 Telecommunications Act, resulting in a 23.5% decrease in engagement hours and a slight decline in the gross billing rate year over year. Gross profit increased to 32.2% of revenue in fiscal year 2003 from 29.9% of revenue in fiscal year 2002. The improvement in gross profit was principally due to reduced reliance on subcontractors in fiscal year 2003, as well as an impairment charge related to software licenses in fiscal year 2002.

 

Financial Services generated revenue in the year ended June 30, 2003 of $236.8 million, representing growth of $6.8 million, or 2.9%, over the year ended June 30, 2002. The increase in revenue was principally due to an increase in engagement hours as gross billing rates were consistent year over year. Gross profit increased to 29.3% of revenue in fiscal year 2003 from 20.3% of revenue in fiscal year 2002. The improvement in gross profit was principally due to revenue growth combined with declines in all costs of service expense margins in fiscal year 2003.

 

Consumer and Industrial Markets generated revenue in the year ended June 30, 2003 of $368.7 million, representing growth of $57.5 million, or 18.5%, over the year ended June 30, 2002. This business unit received the greatest revenue and resource impact from personnel hired from Andersen Business Consulting in the United States. The growth in revenue was principally due to a 31.0% increase in engagement hours, partially offset by a 9.5% decline in the gross billing rate year over year. Gross profit declined to 26.7% of revenue in fiscal year 2003 from 32.3% of revenue in fiscal year 2002. The decline in gross profit was principally due to a decline in the gross billing rate, increased compensation as a result of the change in the mix of resources, as well as the hiring of Andersen Business Consulting personnel.

 

High Technology generated revenue for the year of $155.3 million, representing a decrease of $39.5 million, or 20.3% over the previous year. This decrease in revenue was primarily attributable to a 30.7% decline in the gross billing rate, principally the result of pricing pressures driven by the sluggish economy, partially offset by a 15.0% increase in engagement hours. Gross profit increased to 28.2% of revenue in fiscal year 2003 from 26.5% of revenue in fiscal year 2002. The improvement in gross profit was principally due to reduced reliance on subcontractors in fiscal year 2003, as well as reduced levels of bad debt expense as a result of the decline in revenues.

 

EMEA generated revenue of $567.6 million for fiscal year 2003 and $16.1 million in fiscal year 2002. The increase in revenue was predominantly due to the impact of the acquisitions completed during the first half of fiscal year 2003. Gross profit improved to 19.2% of revenue in fiscal year 2003 from 11.9% of revenue in fiscal year 2002. The improvement in gross profit was principally due to reduced reliance on subcontractors in fiscal year 2003 as we have increased and diversified our resources and offerings in this region.

 

Asia Pacific generated revenue of $293.3 million for fiscal year 2003, representing an increase of $165.1 million over the previous fiscal year. The increase in revenue was predominantly due to the impact of the acquisitions completed during the first half of fiscal year 2003, coupled with organic growth in the region. Gross profit improved to 16.5% of revenue in fiscal year 2003 from 8.7% of revenue in fiscal year 2002. The improvement in gross profit was principally due to higher revenue combined with declines in all costs of service expense margins in fiscal year 2003.

 

23


Table of Contents

Latin America generated revenue of $73.7 million for fiscal year 2003, representing an increase of $29.7 million over the previous fiscal year. The increase in revenue was predominantly due to the impact of the acquisitions completed during the first half of fiscal year 2003, coupled with organic growth in the region. Gross profit improved to 31.8% of revenue in fiscal year 2003 from 7.3% of revenue in fiscal year 2002. The improvement in gross profit was principally due to higher revenue combined with declines in all costs of service expense margins in fiscal year 2003.

 

Quarterly Summarized Financial Information

 

Restatement

 

BearingPoint experienced significant activity for the fiscal year ended June 30, 2003. During this period, the Company considerably expanded its global presence adding consulting resources in 8 additional countries through 15 purchase business acquisitions for an aggregate purchase price of $800 million. In August 2003, the Company reported that it would restate its financial results for the first three quarters of fiscal year 2003. The restatements will require the Company to amend our previously filed form 10-Q’s for each of the quarterly periods within 2003. We are currently in the process of preparing these amendments to our previously filed Form 10-Q’s. The restatements occurred in the following general areas:

 

    Purchase accounting resulting from the application of SFAS No. 141 “Business Combinations” and EITF 95-3 “Recognition of Liabilities in Connection with a Purchase Business Combination”;

 

    Revenue recognition related to contract accounting and the application of SOP 81-1 “Accounting for Performance of Construction Type and Certain Production-Type Contracts”;

 

    The accounting treatment of accrued liabilities and the use of estimated months to account for operations subsequent to certain international business acquisitions; and

 

    The accounting treatment of stock awards and related shareholder notes.

 

In total these adjustments resulted in a decrease in previously reported net income and earnings per share in the first, second and third quarters of fiscal year 2003 of $2.9 million, or $0.02 per share, $1.8 million or $0.01 per share and $8.2 million, or $0.04 per share, respectively.

 

Summarized below is a more detailed discussion of the restatements along with a comparison of the amounts previously reported in the statement of operations in our Form 10-Q’s for the months ended September 30, December 31, and March 31, 2003, respectively.

 

Purchase Accounting

 

During the quarter ended September 30, 2002, the Company completed various acquisitions that were accounted for as purchase business acquisitions, resulting in approximately $26.4 million in identified intangible assets. These acquisitions included the purchase of KPMG Consulting AG, a substantial consulting practice in Germany, and the purchase of all or parts of a number of Andersen Business Consulting practices worldwide. The Company completed preliminary purchase price allocations to allocate the purchase prices to acquired assets and assumed liabilities. The excess of the cost of the acquired entities over the amounts assigned to the acquired assets and liabilities assumed was recognized as goodwill. As part of the initial purchase price allocation, value was ascribed to only contractual backlog (order backlog) and a trade name. This initial allocation was determined to be too low, and accordingly, an additional $20.8 million of value for identified intangible assets related to customer contracts and related customer relationships was allocated to these identified intangible assets with a corresponding reduction to goodwill. The additional intangible assets are being amortized over useful lives ranging from 12 to 15 months. As a result, approximately $3.0 million, $4.2 million and $4.6 million of incremental amortization of purchased intangible assets were recorded in the quarters ended September 30, 2002, December 31, 2002 and March 31, 2003, respectively.

 

24


Table of Contents

During the fiscal year ended June 30, 2003 the Company completed a series of restructurings related to many of its purchase business acquisitions increasing goodwill by approximately $2.2 million and $3.1 million for the quarters ended December 31, 2002 and March 31, 2003, respectively, for certain charges relating to exiting from leased facilities. It was determined that these charges did not satisfy the criteria to be included in purchase accounting in accordance with EITF 95-3, and were therefore deducted from goodwill and charged to costs of service.

 

Contract Accounting

 

In one of our international consulting practices, we identified an accumulation of work in process on our balance sheet. The Company identified approximately $0.9 million, $2.5 million and $2.4 million in revenue related to pre-contract activities that was inappropriately recognized in the quarters ended September 30, 2002, December 31, 2002 and March 31, 2003, respectively. As such, these amounts have been reversed from revenue, as no contractual arrangement existed at the time the amounts were recorded and recovery of these costs were not considered probable.

 

In addition, the Company identified certain circumstances where the percentage of completion method as prescribed under Statement of Position 81-1 “Accounting for Performance of Construction-Type and Certain Production-Type Contracts” was not appropriately applied. On a combined net basis, approximately $1.9 million and $2.4 million have been reversed from revenue in the quarters ended September 30, 2002 and March 31, 2003, respectively, and approximately $8.5 million of additional revenue was recognized in the quarter ended December 31, 2002. In addition, costs of service was reduced by approximately $0.9 million and $1.1 million in the quarters ended September 30, 2002 and March 31, 2003, respectively, and increased by $0.2 million in the quarter ended December 31, 2002.

 

Accruals

 

During fiscal 2003, we recorded accrued liabilities for our fringe benefits based on cost factors associated with projected labor hours. During fiscal 2003, we did not adjust the accrual as assumptions were revised. As a result, adjustments related to correct the calculated fringe benefit accruals of approximately $0.8 million and $4.9 million reduced costs of service for the quarters ended September 30, 2002 and December 31, 2002, respectively, and increased costs of service by approximately $0.4 million for the quarter ended March 31, 2003.

 

In connection with an increase in its deductible for its professional indemnity insurance, the Company established an accrued liability of $2.2 million during the quarter ended March 31, 2003. This accrued liability was determined to be unwarranted and was therefore reversed, resulting in a reduction to selling, general and administrative expenses.

 

During the first quarter of fiscal year 2003, the Company completed a number of business acquisitions. At the end of the first post-transaction fiscal reporting period (the quarter ended September 30, 2002), certain of the entities were not able to close their books on a timely basis for U.S. public reporting purposes. As a result, the Company, in an effort to conform to a fiscal year convention, recorded an “estimated month” income statement and a net asset or liability account on the balance sheet for those entities. The Company has restated the respective quarters on a conforming fiscal period end, and has eliminated the effect of the “estimated month”. The Company reduced revenue by $12.5 million and $4.5 million for the quarters ended September 30, 2002 and December 31, 2002, respectively, and increased revenue by $2.5 million for the quarter ended March 31, 2003; decreased costs of service by $10.5 million and $1.4 million for the quarters ended September 30, 2002 and December 31, 2002, respectively, and increased costs of service by $4.0 million for the quarter ended March 31, 2003; reduced selling, general and administrative expenses by $1.3 million and $0.6 million for the quarters ended September 30, 2002 and March 31, 2003, respectively, and increased selling, general and administrative expenses by $0.4 million for the quarter ended December 31, 2002.

 

25


Table of Contents

Stock awards and shareholders notes

 

The Company initially accounted for certain stock awards in prior years as fixed plan grants, with related payments to the respective employees for tax liabilities accounted for as interest-bearing shareholder notes. The initial accounting has been revised to treat the awards as a variable grant. The revision did not have a material impact on the statements of operations for any prior periods and therefore prior years financial statements have not been restated. Instead, the aggregate effect of the revised accounting has been reflected as adjustments to additional paid in capital, retained earnings (accumulated deficit) and notes receivable from stockholders as of July 1, 2002. In addition, under the revised accounting, reserves recorded against the shareholder notes during the quarters ended September 30, 2002, December 31, 2002, and March 31, 2003 are not necessary and have been reversed decreasing selling, general and administrative expenses by approximately $1.5 million, $2.3 million and $2.3 million for the quarters ended September 30, 2002, December 31, 2002, and March 31, 2003, respectively.

 

Other adjustments impacting net income

 

Other adjustments recorded that were identified through both timely quarterly reviews as well as during the year-end closing process and ordinary course of the audit. These adjustments were not material either individually or in the aggregate to income before taxes.

 

Reclassifications not impacting net income

 

Statement of operations reclassification adjustments were identified through both timely quarterly reviews as well as during the year-end closing process and ordinary course of the audit. The reclassifications are being made to conform the amounts previously reported to the restated presentations. These reclassifications do not impact net income.

 

The following table outlines the effects of the aforementioned adjustments for the quarters ended September 30, 2002, December 31, 2002 and March 31, 2003.

 

Statement of Operations:

    Three Months Ended
September 30, 2002


  Three Months Ended
December 31, 2002


  Three Months Ended
March 31, 2003


    Amounts
Previously
Reported


  As
Restated


  Amounts
Previously
Reported


  As
Restated


  Amounts
Previously
Reported


  As
Restated


             

Revenue

  $ 747,560   $ 732,699   $ 807,911   $ 807,573   $ 821,325   $ 818,870

Cost of service

    573,601     562,631     609,194     609,307     636,902     644,222
   

 

 

 

 

 

Gross Profit

    173,959     170,068     198,717     198,266     184,423     174,648

Amortization of purchased intangible assets

    5,034     8,013     7,085     11,321     7,782     12,396

Selling, general and administrative expenses

    137,160     133,771     155,491     149,810     146,406     141,526
   

 

 

 

 

 

Operating income

    31,765     28,284     36,141     37,135     30,235     20,726

Interest/other (income) expense, net

    1,097     1,456     3,031     3,159     5,945     6,014
   

 

 

 

 

 

Income before taxes

    30,668     26,828     33,110     33,976     24,290     14,712

Income tax expense

    15,487     14,517     16,721     19,427     11,902     10,571
   

 

 

 

 

 

Net income

  $ 15,181   $ 12,311   $ 16,389   $ 14,549   $ 12,388   $ 4,141
   

 

 

 

 

 

Basic net income per share

  $ 0.09   $ 0.07   $ 0.09   $ 0.08   $ 0.06   $ 0.02

Diluted net income per share

  $ 0.09   $ 0.07   $ 0.09   $ 0.08   $ 0.06   $ 0.02

 

26


Table of Contents

The following table presents unaudited quarterly financial information for each of the last eight quarters. In management’s opinion, the quarterly information contains all adjustments necessary to fairly present such information. As a professional services organization, the Company anticipates and responds to service demands from its clients. Accordingly, the Company has limited control over the timing and circumstances under which its services are provided. Therefore, the Company may experience variability in its operating results from quarter to quarter. The operating results for any quarter are not necessarily indicative of the results for any future period.

 

     June 30,    Mar. 31,    Dec. 31,    Sept. 30,    June 30,     Mar. 31,    Dec. 31,     Sept. 30,  
     2003

   2003

   2002

   2002

   2002

    2002

   2001

    2001

 
          (as restated)    (as restated)    (as restated)                        
     (in thousands, except share and per share amounts)  

Revenue

   $ 780,135    $ 818,870    $ 807,573    $ 732,699    $ 583,213     $ 582,305    $ 593,218     $ 608,891  

Costs of service

     607,846      644,222      609,307      562,631      442,777       418,782      460,289       444,927  
    

  

  

  

  


 

  


 


Gross profit

     172,289      174,648      198,266      170,068      140,436       163,523      132,929       163,964  

Amortization of purchased intangible assets

     12,972      12,396      11,321      8,013      1,004       1,005      1,005       —    

Selling, general and administrative expenses

     130,990      141,526      149,810      133,771      118,646       112,990      113,985       119,185  
    

  

  

  

  


 

  


 


Operating income

     28,327      20,726      37,135      28,284      20,786       49,528      17,939       44,779  

Interest / other (income) expense, net

     4,777      6,014      3,159      1,456      (2,006 )     54      (202 )     600  
    

  

  

  

  


 

  


 


Income before taxes

     23,550      14,712      33,976      26,828      22,792       49,474      18,141       44,179  

Income tax expense

     13,244      10,571      19,427      14,517      22,388       25,726      11,547       21,863  
    

  

  

  

  


 

  


 


Income before cumulative effect of change in accounting principle

     10,306      4,141      14,549      12,311      404       23,748      6,594       22,316  

Cumulative effect of change in accounting principle, net of tax

     —        —        —        —        —         —        —         (79,960 )
    

  

  

  

  


 

  


 


Net income (loss)

   $ 10,306    $ 4,141    $ 14,549    $ 12,311    $ 404     $ 23,748    $ 6,594     $ (57,644 )
    

  

  

  

  


 

  


 


Net income (loss) per share—basic and diluted*

   $ 0.05    $ 0.02    $ 0.08    $ 0.07    $ —       $ 0.15    $ 0.04     $ (0.36 )
    

  

  

  

  


 

  


 


Stock Price

                                                           

High

   $ 10.68    $ 8.24    $ 9.02    $ 13.58    $ 21.17     $ 21.07    $ 18.40     $ 15.40  

Low

   $ 5.98    $ 5.93    $ 5.32    $ 6.24    $ 13.11     $ 15.84    $ 11.00     $ 9.41  

*   Three months ended September 30, 2001 includes a $0.51 loss for the cumulative effect of change in accounting principle.

 

 

27


Table of Contents

Liquidity and Capital Resources

 

At June 30, 2003, the Company had a cash balance of $105.2 million, which has decreased $98.4 million from June 30, 2002, predominantly due to funding various acquisitions around the globe. The Company has funded these transactions and operations through cash generated from operations, borrowings from existing credit facilities of $57.2 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 $31.5 million at June 30, 2003 (not to exceed $250 million), and an accounts receivable financing facility with no outstanding balance at June 30, 2003 (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 21, 2004, 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 purchase the Company’s securities, and requiring the Company to maintain a minimum level of net worth ($847.3 million as of June 30, 2003), 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 ($869.6 million as of June 30, 2003), 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.

 

Cash provided by operating activities during the fiscal year ended June 30, 2003 was $154.0 million, principally due to cash operating results of $149.8 million (which consists of net income adjusted for the changes in deferred income taxes, stock awards and depreciation and amortization) and a net change in working capital items of $4.1 million.

 

Cash used in investing activities during the fiscal year ended June 30, 2003 was $548.3 million, principally due to $126.1 million in purchases of property and equipment (including $32.4 million for the transfer of capital assets from KPMG LLP), and $422.2 million paid for acquisitions and other transactions. Purchases of property and equipment include purchases of internal-use software as part of our continued infrastructure build out.

 

28


Table of Contents

Cash provided by financing activities for the fiscal year ended June 30, 2003 was $293.5 million, principally due to net proceeds from borrowings of $266.5 million and $26.9 million from the issuance of common stock primarily relating to the Company’s employee stock purchase plan.

 

The Company continues 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. The Company also believes that it will generate enough cash from operations, have sufficient borrowing capacity under the various existing credit facilities (including the $250 million revolving credit facility with a current term ending May 29, 2005) and have sufficient access to the capital markets to meet its long-term liquidity needs.

 

Under the transition services agreement with KPMG LLP (which generally 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 the 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. During fiscal year 2002, the Company and KPMG LLP agreed that the Company would terminate certain services relating to human resources, training, purchasing, facilities management and knowledge management. Termination costs associated with these services paid by the Company to KPMG LLP in fiscal year 2002 were $1.0 million. Under the transition services agreement and separate agreements, the Company continues to receive from KPMG LLP services relating to information technology (such as telecommunications and user services), financial systems, human resource systems, occupancy and office support services in facilities used by both the Company and KPMG LLP, and financing of capital assets used in the provisioning of transition services. In August 2002, the Company and KPMG LLP reached a settlement relating to a dispute about the determination of costs under the transition services agreement, resulting in KPMG LLP paying the Company $8.4 million. During the year ended June 30, 2003, the Company terminated certain human resources services for which the Company has been charged $1.1 million in termination costs. During fiscal year 2003, the Company also recovered $2.1 million as a result of its audit of KPMG LLP’s charges for fiscal year 2002 and related adjustments of the charges for fiscal year 2003. 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 year 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. At this time there are no terminated services for which termination costs remain unknown. The amount of termination costs that the Company will pay to KPMG LLP depends upon the timing of service terminations, the ability of the parties to work together to minimize the costs, and the amount of payments required under existing contracts with third parties for services provided to the Company by KPMG LLP and which can continue to be obtained directly by the Company thereafter. 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 June 30, 2003 cannot be reasonably estimated at this time. Whether 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 in a particular quarter or fiscal year cannot be determined at this time.

 

29


Table of Contents

During the fiscal year ended June 30, 2003, the Company purchased from KPMG LLP $32.4 million of leasehold improvements. Based on information currently available, the Company anticipates paying KPMG LLP approximately $40.0 million to $60.0 million for the sale and transfer of additional capital assets (such as computer equipment, furniture and leasehold improvements). Currently the Company contracts for the use of such capital assets through the transition services agreement (for which usage charges are included in the monthly costs under the agreement).

 

Obligations and Commitments

 

As of June 30, 2003, 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

   2-3 years

   4-5 years

   After 5 years

     (in thousands)

Long-term debt

   $ 277,176    $ 8,364    $ 77,812    $ 191,000    —  

Operating leases

     416,095      69,998      117,035      88,606    140,456

Outsourcing services agreement

     26,162      12,100      14,062      —      —  

Restructuring liability

     22,073      22,073      —        —      —  

 

Recently Issued Accounting Pronouncements

 

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 does not believe Issue 00-21 will have a material impact on its results of operations, financial position, and cash flows.

 

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 will not have a material impact on its results of operations, financial position, and cash flows.

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 is effective for instruments entered into or modified after May 31, 2003 and is otherwise effective for our first quarter of fiscal year 2004. The adoption of SFAS No. 150 will not have a material impact on the Company’s results of operations, financial position, and cash flows.

 

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary if the entity does not effectively disperse risk among the parties involved. The provisions of FIN 46 are effective immediately for those variable interest entities created after January 31, 2003. The provisions are effective for our first quarter of fiscal year 2004 for those variable interests held prior to February 1, 2003. The Company does not currently have any variable interest entities as defined in FIN 46. Consequently, the adoption of FIN 46 will have no material impact on the Company’s results of operations, financial position, and cash flows.

 

30


Table of Contents

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.

 

Our actual results may differ from the forward-looking statements for many reasons, including:

 

    any continuation of the global economic downturn and challenging economic conditions;

 

    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 technological change;

 

    the strength of our joint marketing relationships;

 

    the actions of our competitors;

 

    unexpected difficulties with the Company’s global initiatives and transactions (such as the acquisition of BearingPoint GmbH), including rationalization of assets and personnel and managing or integrating the related assets, personnel or businesses;

 

    changes in spending policies or budget priorities of the U.S. Government, particularly the Department of Defense, in light of the large U.S. budget deficit; and

 

    our inability to use losses in some of our foreign subsidiaries to offset earnings in the U.S.

 

In addition, our results and forward-looking statements could be affected by general domestic and international economic and political conditions, 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, “Factors Affecting Future Financial Results,” to this Form 10-K. 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.

 

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

 

Our market sensitive financial instruments include fixed and variable interest rate U.S. dollar denominated debt and variable rate Japanese yen denominated debt. For additional information refer to Note 7, “Notes Payable,” of the Notes to Consolidated Financial Statements. The use of derivative financial instruments has been limited to treasury lock instruments, which were entered in order to secure the interest rate of our private placement senior notes. All treasury lock instruments have been settled as of June 30, 2003.

 

31


Table of Contents

The table below provides information relating to the Company’s market sensitive financial instruments:

 

    

Expected Maturity Date

Year ended June 30,

(In thousands U.S. Dollars, except interest rates)


     2004

    2005

    2006

    2007

    2008

    Total

   

Estimated

Fair Value


Interest Rate Risk                                         

Japanese Yen Functional Currency

                                        

Third party Yen denominated debt—variable rate

   8,364     8,364     8,314     —       —       25,042     25,042

Average interest rate

   1.5 %   1.5 %   1.5 %   —       —       1.5 %    

U.S. Dollar Functional Currency

                                        

Third party Structured notes—fixed rate

   —       —       29,000     46,000     145,000     220,000     239,671

Average interest rate

   —       —       2.6 %   3.0 %   3.5 %   3.3 %    

U.S. Dollar Functional Currency

                                        

Third party revolving credit facility—variable rate

   —       31,511     —       —       —       31,511     31,511

Average interest rate

   —       2.9 %   —       —       —       2.9 %    

 

32


Table of Contents

Item 8.     Financial Statements and Supplementary Data

 

MANAGEMENT’S REPORT ON FINANCIAL STATEMENTS

 

The management of BearingPoint, Inc. is responsible for the preparation and fair presentation of the financial statements and other related financial information published in this Annual Report on Form 10-K. The financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and were necessarily based in part on reasonable estimates and judgments giving due consideration to materiality. To the best of our knowledge and belief, the information contained in this Annual Report on Form 10-K is true and accurate in all material respects.

 

The management of the Company is also responsible for maintaining an effective system of internal accounting controls. This system is designed to provide reasonable assurance that assets are adequately safeguarded and financial records accurately reflect all transactions and can be relied upon in all material respects in the preparation of financial statements.

 

The Audit Committee is responsible to the Board of Directors for reviewing the financial controls and accounting and reporting practices, and for appointing the independent auditors. The Audit Committee meets periodically with representatives of the independent auditors with and without the Company’s management being present.

 

/s/    RANDOLPH C. BLAZER


   

Randolph C. Blazer

Chairman of the Board, Chief Executive Officer and President

 

 

/S/    ROBERT S. FALCONE


   

Robert S. Falcone

Executive Vice President and Chief Financial Officer

 

33


Table of Contents

REPORT OF INDEPENDENT AUDITORS

 

To the Board of Directors and Stockholders

of BearingPoint, Inc.

 

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of BearingPoint, Inc. and its subsidiaries (the “Company”) at June 30, 2003, and the results of their operations and their cash flows for the year ended June 30, 2003 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. The financial statements of the Company as of June 30, 2002 and for the two year period then ended were audited by other auditors whose report dated August 6, 2002, except for Note 2, under the subheading “Stock-Based Compensation,” as to which the date is September 29, 2003, expressed an unqualified opinion on those statements.

 

PricewaterhouseCoopers LLP

McLean, Virginia

September 18, 2003

 

34


Table of Contents

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 

To the Board of Directors and Stockholders

BearingPoint, Inc.

 

We have audited the accompanying consolidated balance sheet of BearingPoint, Inc. (formerly KPMG Consulting, Inc.) as of June 30, 2002, and the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years ended June 30, 2002 and 2001. These financial statements are the responsibility of management of BearingPoint, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In Note 2 of the Consolidated Financial Statements, the Company has restated its 2002 and 2001 proforma net loss and loss per share disclosures required by SFAS No. 123, “Accounting for Stock-Based Compensation”.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of BearingPoint, Inc. as of June 30, 2002, and the consolidated results of operations, changes in stockholders’ equity (deficit) and cash flows for the years ended June 30, 2002 and 2001, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 5 of the notes to the Consolidated Financial Statements, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”) on July 1, 2001.

 

GRANT THORNTON, LLP

 

New York, New York

August 6, 2002 except for

     Note 2, under the subheading “Stock-Based Compensation”,

    as to which the date is September 29, 2003

 

35


Table of Contents

BEARINGPOINT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

 

     June 30,
2003


    June 30,
2002


 

ASSETS

                

Current assets:

                

Cash and cash equivalents

   $ 105,198     $ 203,597  

Accounts receivable, net of allowances of $18,727 at June 30, 2003 and $28,645 at June 30, 2002

     377,422       246,792  

Unbilled revenue

     190,918       128,883  

Deferred income taxes

     36,195       27,390  

Prepaid expenses

     30,932       18,743  

Other current assets

     20,187       21,808  
    


 


Total current assets

     760,852       647,213  

Property and equipment, net

     208,785       125,928  

Goodwill

     1,024,830       87,663  

Other intangible assets, net

     18,883       10,211  

Deferred income taxes

     24,606       14,604  

Other assets

     11,856       9,512  
    


 


Total assets

   $ 2,049,812     $ 895,131  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                

Current liabilities:

                

Current portion of notes payable

   $ 8,364     $ 1,846  

Accounts payable

     103,102       62,810  

Accrued payroll and employee benefits

     213,046       130,554  

Deferred revenue

     50,752       19,072  

Income tax payable

     39,857       —    

Other current liabilities

     104,996       69,013  
    


 


Total current liabilities

     520,117       283,295  

Notes payable, less current portion

     268,812       —    

Accrued employee benefits

     47,501       —    

Deferred income taxes

     3,280       —    

Other liabilities

     20,449       9,966  
    


 


Total liabilities

     860,159       293,261  
    


 


Commitments and contingencies (Note 13)

                

Stockholders’ equity:

                

Preferred Stock, $.01 par value 10,000,000 shares authorized

     —         —    

Common Stock, $.01 par value 1,000,000,000 shares authorized, 195,475,392 shares issued and 191,663,142 shares outstanding on June 30, 2003 and 161,478,409 shares issued and 157,666,159 shares outstanding on June 30, 2002

     1,945       1,605  

Additional paid-in capital

     1,087,203       689,210  

Retained earnings (accumulated deficit)

     7,963       (41,421 )

Notes receivable from stockholders

     (9,136 )     (10,151 )

Accumulated other comprehensive income (loss)

     137,405       (1,646 )

Treasury stock, at cost (3,812,250 shares)

     (35,727 )     (35,727 )
    


 


Total stockholders’ equity

     1,189,653       601,870  
    


 


Total liabilities and stockholders’ equity

   $ 2,049,812     $ 895,131  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

36


Table of Contents

BEARINGPOINT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

 

     Years Ended June 30,

 
     2003

    2002

    2001

 

Revenue

   $ 3,139,277     $ 2,367,627     $ 2,855,824  
    


 


 


Costs of service:

                        

Professional compensation

     1,422,691       940,829       1,084,751  

Other direct contract expenses

     721,217       592,634       751,951  

Other costs of service

     280,098       209,398       296,548  

Impairment charge

     —         23,914       7,827  
    


 


 


Total costs of service

     2,424,006       1,766,775       2,141,077  
    


 


 


Gross profit

     715,271       600,852       714,747  

Amortization of purchased intangible assets

     44,702       3,014       —    

Amortization of goodwill

     —         —         18,176  

Selling, general and administrative expenses

     556,097       464,806       475,090  
    


 


 


Operating income

     114,472       133,032       221,481  

Interest income

     2,346       3,144       2,386  

Interest expense

     (15,075 )     (2,248 )     (17,175 )

Gain on sale of assets

     —         —         6,867  

Equity in losses of affiliate and loss on redemption of equity interest in affiliate

     —         —         (76,019 )

Other income (expense), net

     (2,677 )     658       (692 )
    


 


 


Income before taxes

     99,066       134,586       136,848  

Income tax expense

     57,759       81,524       101,897  
    


 


 


Income before cumulative effect of change in accounting principle

     41,307       53,062       34,951  

Cumulative effect of change in accounting principle, net of tax

     —         (79,960 )     —    
    


 


 


Net income (loss)

     41,307       (26,898 )     34,951  

Dividend on Series A Preferred Stock

     —         —         (31,672 )

Preferred stock conversion discount

     —         —         (131,250 )
    


 


 


Net income (loss) applicable to common stockholders

   $ 41,307     $ (26,898 )   $ (127,971 )
    


 


 


Earnings (loss) per share—basic and diluted:

                        

Income (loss) before cumulative effect of change in accounting principle applicable to common stockholders

   $ 0.22     $ 0.34     $ (1.19 )

Cumulative effect of change in accounting principle

     —         (0.51 )     —    
    


 


 


Net income (loss) applicable to common stockholders

   $ 0.22     $ (0.17 )   $ (1.19 )
    


 


 


Weighted average shares—basic

     185,461,995       157,559,989       107,884,143  
    


 


 


Weighted average shares—diluted

     185,637,693       158,715,730       107,884,143  
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

37


Table of Contents

BEARINGPOINT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands)

 

    Common Stock

 

Additional

Paid-in
Capital
(Deficit)


   

Retained
Earnings

(Accumulated
Deficit)


   

Notes
Receivable
from
Stockholders


   

Accumulated

Other
Comprehensive
Income (Loss)


    Treasury Stock

       
    Shares
Issued


    Amount

          Shares

    Amount

    Total

 

Balance at June 30, 2000

  76,880     $ 759   $ (643,415 )   $ (17,802 )   $ (5,845 )   $ (1,272 )   —       $ —       $ (667,575 )

Cash dividend on Series A Preferred Stock

  —         —       —         (31,672 )     —         —       —         —         (31,672 )

Issuance of stock in exchange for KPMG LLP’s 0.5% interest in our operating subsidiary

  433       4     (4 )     —         —         —       —         —         —    

Initial public offering proceeds, net of transaction costs

  34,244       342     563,150       —         —         —       —         —         563,492  

Conversion of preferred stock to common stock

  44,607       446     802,475       —         —         —       —         —         802,921  

Preferred stock conversion discount

  —         —       (131,250 )     —         —         —       —         —         (131,250 )

Conversion of acquisition obligations

  2,455       25     65,337       —         —         —       —         —         65,362  

Shares retired

  (50 )     —       —         —         —         —       —         —         —    

Notes receivable from stockholders, including $517 in interest

  —         —       —         —         (2,105 )     —       —         —         (2,105 )

Comprehensive income:

                                                                 

Net income

  —         —       —         34,951       —         —       —         —         34,951  

Foreign currency translation adjustment, net of tax

  —         —       —         —         —         (2,012 )   —         —         (2,012 )
                                                             


Total comprehensive income

  —         —       —         —         —         —       —         —         32,939  
   

 

 


 


 


 


 

 


 


Balance at June 30, 2001

  158,569       1,576     656,293       (14,523 )     (7,950 )     (3,284 )   —         —         632,112  

Exercise of stock options under Long-Term Incentive Plan, including tax benefit of $181

  209       2     3,782       —         —         —       —         —         3,784  

Transfer of shares in trust to treasury

  —         —       —         —         —         —       (999 )     —         —    

Common stock repurchased

  —         —       —         —         —         —       (2,813 )     (35,727 )     (35,727 )

Sale of common stock under

                                                                 

Employee Stock Purchase Plan, including tax benefit of $995

  2,280       23     27,273       —         —         —       —         —         27,296  

Compensation recognized under Long-

                                                                 

Term Incentive Plan for restricted stock

  420       4     1,862       —         —         —       —         —         1,866  

Notes receivable from stockholders, including $529 in interest

  —         —       —         —         (2,201 )     —       —         —         (2,201 )

Comprehensive income:

                                                                 

Net loss

  —         —       —         (26,898 )     —         —       —         —         (26,898 )

Foreign currency translation adjustment, net of tax

  —         —       —         —         —         1,638     —         —         1,638  
                                                             


Total comprehensive income

  —         —       —         —         —         —       —         —         (25,260 )
   

 

 


 


 


 


 

 


 


Balance at June 30, 2002

  161,478       1,605     689,210       (41,421 )     (10,151 )     (1,646 )   (3,812 )     (35,727 )     601,870  

Adjustment relating to notes receivable from stockholders

  —         —       (9,068 )     8,077       991       —       —         —         —    

Sale of common stock under Employee Stock Purchase Plan, including tax benefit of $804

  3,548       35     27,695       —         —         —       —         —         27,730  

Notes receivable from stockholders, including $72 in interest and repayment of loan

  —         —       —         —         24       —       —         —         24  

Issuance of common stock in connection with acquisition of KPMG Consulting AG (BE Germany)

  30,471       305     364,132       —         —         —       —         —         364,437  

Restricted stock awards to non-employee board of directors

  20       —       157       —         —         —       —         —         157  

Compensation recognized under Long-Term Incentive Plan for restricted stock, net of tax benefit of $16

  —         —       1,546       —         —         —       —         —         1,546  

Compensation recognized for stock awards related to transactions involving Andersen Business Consulting

  8       —       13,531       —         —         —       —         —         13,531  

Forfeiture of restricted stock

  (50 )     —       —         —         —         —       —         —         —    

Comprehensive income:

                                                                 

Net income

  —         —       —         41,307       —         —       —         —         41,307  

Derivative instruments, net of tax

  —         —       —         —         —         411     —         —         411  

Foreign currency translation adjustment, net of tax

  —         —       —         —                 138,640     —         —         138,640  
                                                             


Total comprehensive income

  —         —       —         —         —         —       —         —         180,358  
   

 

 


 


 


 


 

 


 


Balance at June 30, 2003

  195,475     $ 1,945    $ 1,087,203     $ 7,963     $ (9,136 )   $ 137,405     (3,812 )   $ (35,727 )   $ 1,189,653  
   

 

 


 


 


 


 

 


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

38


Table of Contents

BEARINGPOINT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

     Year Ended June 30,

 
     2003

    2002

    2001

 

Cash flows from operating activities:

                        

Net income (loss)

   $ 41,307     $ (26,898 )   $ 34,951  

Adjustments to reconcile to net cash provided by operating activities:

                        

Cumulative effect of change in accounting principle, net of tax

     —         79,960       —    

Equity in losses of affiliate and loss on redemption of equity interest in affiliate

     —         —         76,019  

Deferred income taxes

     (22,461 )     (7,286 )     (13,213 )

Gain on sale of assets

     —         —         (6,867 )

Debt conversion discount

     —         —         1,698  

Stock awards

     15,217       1,862       —    

Depreciation

     71,501       46,306       42,846  

Amortization of purchased intangible assets

     44,284       3,014       —    

Amortization of goodwill.

     —         —         18,176  

Impairment charge

     —         23,914       7,827  

Minority interests

     —         —         140  

Changes in assets and liabilities:

                        

Accounts receivable

     1,195       132,054       (51,864 )

Unbilled revenues

     (26,384 )     52,990       59,180  

Prepaid expenses and other current assets

     4,198       35,795       (1,190 )

Other assets

     509       2,999       1,321  

Accrued payroll and employee benefits

     (42,205 )     (47,561 )     27,519  

Accounts payable and other current liabilities

     50,311       (29,914 )     (38,945 )

Distribution payable to managing directors

     —         —         (73,230 )

Other liabilities

     16,510       (416 )     —    
    


 


 


Net cash provided by operating activities:

     153,982       266,819       84,368  
    


 


 


Cash flows from investing activities:

                        

Purchases of property and equipment

     (126,070 )     (50,603 )     (74,888 )

Businesses acquired, net of cash acquired

     (422,247 )     (33,203 )     (13,599 )

Investment in affiliate

     —         —         (9,945 )

Purchases of equity investments

     —         (2,234 )     (7,500 )
    


 


 


Net cash used in investing activities

     (548,317 )     (86,040 )     (105,932 )
    


 


 


Cash flows from financing activities:

                        

Proceeds from issuance of common stock

     26,927       29,908       563,492  

Repurchases of common stock

     —         (35,727 )     —    

Proceeds from notes payable

     1,647,045       —         283  

Repayment of notes payable

     (1,380,595 )     (13,512 )     (54,670 )

Repayment of acquisition obligations

     —         —         (42,033 )

Repayment of Series A Preferred Stock

     —         —         (378,329 )

Repurchase of minority interest in subsidiary

     —         (2,093 )     (1,914 )

Notes receivable from stockholders

     95       (1,672 )     (1,588 )

Dividends paid on Series A Preferred Stock

     —         —         (44,754 )
    


 


 


Net cash provided by (used in) financing activities

     293,472       (23,096 )     40,487  
    


 


 


Effect of exchange rate changes on cash and cash equivalents

     2,464       —         —    
    


 


 


Net (decrease) increase in cash and cash equivalents

     (98,399 )     157,683       18,923  

Cash and cash equivalents—beginning of period

     203,597       45,914       26,991  
    


 


 


Cash and cash equivalents—end of period

   $ 105,198     $ 203,597     $ 45,914  
    


 


 


Supplementary cash flow information:

                        

Interest paid

   $ 15,355     $ 1,351     $ 20,900  
    


 


 


Taxes paid

   $ 42,255     $ 62,975     $ 149,585  
    


 


 


Supplemental non-cash investing and financing activities:

                        

Issuance of common stock for business acquisition

   $ 364,437       —         —    

Acquisition obligations from business acquisition

     —         —       $ 42,880  

Conversion of acquisition obligations to common stock

     —         —       $ 65,362  

Conversion of Series A Preferred Stock to common stock

     —         —       $ 802,921  

Series A Preferred Stock conversion discount

     —         —       $ (131,250 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

39


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

 

1.    Description of the Business and Basis of Presentation

 

Bearing Point, Inc. (the “Company”) is a large business consulting, systems integration and managed services firm with approximately 15,300 employees at June 30, 2003 serving Global 2000 companies, medium-sized businesses, government agencies and other organizations. The Company provides 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. We deliver consulting and systems integration services through industry groups in which we possess significant industry-specific knowledge. These industry groups consist of Public Services, Communications & Content, Financial Services, Consumer and Industrial Markets and High Technology. In addition, we have existing multinational operations in North America, Latin America, the Asia Pacific region, and Europe, Middle East and Africa (EMEA). Beginning in fiscal year 2004, we combined our Consumer and Industrial Markets and High Technology industry groups to form the Consumer, Industrial and Technology industry group.

 

On January 17, 2001, the Company’s board of directors and stockholders approved a reverse stock split of approximately one for 5.045 effective immediately prior to its initial public offering. All share and per share amounts reflect this reverse stock split.

 

During February 2001, the Company sold 34.2 million shares of common stock in an initial public offering, and a selling stockholder (KPMG LLP) sold an additional 95.1 million shares of common stock (including 29.2 million shares of common stock that were issued in connection with the conversion of the Series A Preferred Stock that was purchased by KPMG LLP), for a total offering of 129.3 million shares. In connection with the initial public offering, the Company also repurchased 1.4 million shares of the Series A Preferred Stock for $378,329 in cash, and the remaining shares of Series A Preferred Stock were converted into 15.4 million shares of common stock. The Company’s proceeds from the initial public offering, net of underwriting discount of $24,655 and our pro rata portion of other expenses of the offering of $28,239, were $563,492. Of the net proceeds, $378,329 was used to repurchase 1.4 million shares of Series A Preferred Stock, $112,000 was used to repay all the Company’s outstanding indebtedness to KPMG LLP, and $70,000 was used to repay bank loans.

 

2.    Summary of Significant Accounting Policies

 

Accounting policies and estimates that management believes are most critical to the Company’s financial condition and operating results pertain to revenue recognition and valuation of unbilled revenue (including estimates of costs to complete engagements); valuation of accounts receivable; valuation of goodwill, and effective income tax rates.

 

Principles of Consolidation

 

The consolidated financial statements reflect the operations of the Company and all of its majority-owned subsidiaries. Upon consolidation, all significant intercompany accounts and transactions are eliminated. Certain of the Company’s consolidated foreign subsidiaries within EMEA and the Asia Pacific region report their results of operations on a one-month lag.

 

40


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Certain prior period amounts have been reclassified to conform to current period presentation, such reclassifications were immaterial.

 

Segments

 

Operating segments are defined as components of an enterprise engaging in business activities about which separate financial information is available that is evaluated regularly by the Company’s chief operating decision-maker, the Chairman and Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company has eight reportable segments in addition to the Corporate/Other category. Upon consolidation all intercompany accounts and transactions are eliminated. Inter-segment revenue is not included in the measure of profit or loss and total assets for each reportable segment.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Management’s estimates and assumptions are derived from and continually evaluated based upon available information, judgment and experience. Management’s estimates and assumptions include, but are not limited to, estimates of collectibility of accounts receivable and unbilled revenue, costs to complete engagements, the realizability of goodwill and other intangible assets, accrued liabilities and other reserves, income taxes and other factors. Management has exercised reasonableness in deriving these estimates. However, actual results could differ from these estimates.

 

Revenue Recognition

 

We earn revenue from a range of consulting services, including, but not limited to, business and technology strategy, systems design, architecture, applications implementation, network, systems integration and managed services. Revenue includes all amounts that are billed or billable to clients, including out-of-pocket costs such as travel and subsistence for client service professional staff, costs of hardware and software and costs of subcontractors (collectively referred to as “other direct contract expenses”). Unbilled revenues consist of recognized recoverable costs and accrued profits on contracts for which billings had not been presented to the clients as of the balance sheet date. Management anticipates that the collection of these amounts will occur within one year of the balance sheet date, with the exception of approximately $8,000 related to various long-term government agencies’ contracts. Billings in excess of revenue recognized are recorded as deferred revenue until the applicable revenue recognition criteria are met.

 

Services:    We enter into long-term, fixed-price, time-and-materials, and cost-plus contracts to design, develop or modify multifaceted client-specific information technology systems. Such arrangements represent a significant portion of our business and are accounted for in accordance with AICPA Statement of Position (“SOP”) 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” Arrangements accounted for under SOP 81-1 must have a binding, legally enforceable contract in place before revenue can be recognized. Revenue under fixed-price contracts is generally recognized using the percentage-of-completion method based upon costs to the client incurred as a percentage of the total estimated costs to the client. Revenue under time-and-materials contracts is based on fixed billable rates for hours delivered plus reimbursable costs. Revenue under cost-plus contracts is recognized based upon reimbursable costs incurred plus estimated fees earned thereon.

 

We also enter into fixed-price and time-and-materials contracts to provide general business consulting services, including, but not limited to, systems selection or assessment, feasibility studies, and business valuation

 

41


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

and corporate strategy services. Such arrangements are accounted for in accordance with Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” Revenue from such arrangements is recognized when: i) there is persuasive evidence of an arrangement, ii) the fee is fixed or determinable, iii) services have been rendered and payment has been contractually earned, and iv) collectibility of the related receivable or unbilled revenue is reasonably assured.

 

We periodically perform reviews of estimated revenue and costs on all of our contracts at an individual engagement level to assess if they are consistent with initial assumptions. Any changes to estimates are recognized on a cumulative catch-up basis in the period in which the change is identified. Losses on contracts are recognized when identified. Additionally, we enter into arrangements in which we manage, staff, maintain, host or otherwise run solutions and systems provided to the client. Revenue from these types of arrangements is typically recognized on a ratable basis as earned over the term of the service period.

 

Software:    We enter into a limited number of software licensing arrangements. We recognize software license fee revenues in accordance with the provisions of SOP 97-2, “Software Revenue Recognition” and its related interpretations. Our software licensing arrangements typically include multiple elements, such as software products, post-contract customer support, and consulting and training services. The aggregate arrangement fee is allocated to each of the undelivered elements based upon vendor-specific evidence of fair value (“VSOE”), with the residual of the arrangement fee allocated to the delivered elements. VSOE for each individual element is determined based upon prices charged to customers when these elements are sold separately. Fees allocated to each software element of the arrangement are recognized as revenue when the following criteria have been met: i) persuasive evidence of an arrangement exists, ii) delivery of the product has occurred, iii) the license fee is fixed or determinable, and iv) collectibility of the related receivable is reasonably assured. If evidence of fair value of the undelivered elements of the arrangement does not exist, all revenue from the arrangement is deferred until such time evidence of fair value does exist, or until all elements of the arrangement are delivered. Fees allocated to post-contract customer support are recognized as revenue ratably over the term of the support period. Fees allocated to other services are recognized as revenue as the services are performed. Revenue from monthly license charge or hosting arrangements is recognized on a subscription basis over the period in which the client uses the product.

 

Multiple-Element Arrangements for Service Offerings:    In certain arrangements, we enter into contracts that include the delivery of a combination of two or more of our service offerings. Typically, such multiple-element arrangements incorporate the design, development or modification of systems and an ongoing obligation to manage, staff, maintain, host or otherwise run solutions and systems provided to the client. Such contracts are divided into separate units of accounting and the total arrangement fee is allocated to each unit based on its relative fair value. Revenue is recognized separately, and in accordance with our revenue recognition policy, for each element.

 

Costs of Service

 

Professional compensation consists of payroll costs and related benefits associated with client service professional staff (including costs associated with reductions in workforce). Other direct contract expenses include costs directly attributable to client engagements. These costs include out-of-pocket costs such as travel and subsistence for client service professional staff, costs of hardware and software and costs of subcontractors. Other costs of service include expenses attributable to the support of client service professional staff, depreciation and amortization costs related to assets used in revenue generating activities, bad debt expense relating to accounts receivable, impairment charges associated with long-lived assets, as well as other indirect costs attributable to serving our client base. Most of our research and development activities have been incurred pursuant to specific client contracts and, accordingly, have been expensed as costs of service as incurred.

 

42


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses include expenses related to marketing, information systems, depreciation and amortization, finance and accounting, human resources, sales force, and other functions related to managing and growing our business. Advertising costs are expensed when advertisements are first placed or run. Advertising expense totaled $38,944 for the year ended June 30, 2003, $12,215 for the year ended June 30, 2002, and $8,979 for the year ended June 30, 2001. Included in advertising expense for the year ended June 30, 2003 are $28,211 in costs associated with the Company’s rebranding initiative.

 

Cash Equivalents

 

Cash equivalents consist of demand deposits and highly liquid investments with insignificant interest rate risks and original maturities of three months or less at the time of acquisition.

 

Property and Equipment

 

Equipment, furniture and leasehold improvements are recorded at cost less allowances for depreciation and amortization. The cost of software purchased or developed for internal use is capitalized in accordance with SOP 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.” Depreciation is provided for all classes of assets for financial statement purposes using the straight-line method over the estimated useful lives of the assets, and both the straight-line and accelerated methods for income tax purposes. Equipment and furniture are depreciated over three to seven years. Leasehold improvements are amortized over the lesser of the remaining term of the respective lease or the expected life of the asset. Software purchased or developed for internal use is amortized over an estimated useful life ranging to five years. When assets are sold or retired, the Company removes the asset cost and related accumulated depreciation from the balance sheet, and records any associated gain or loss in the consolidated statement of operations.

 

Goodwill and Other Intangible Assets

 

Goodwill represents the cost of acquired companies in excess of the fair value of the net assets acquired. Goodwill is not amortized but instead tested for impairment at least annually. The Company has elected to perform this review annually on April 1 or whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. Events or circumstances that might require the need for more frequent tests include, but are not limited to: the loss of a number of significant clients, the identification of other impaired assets within a reporting unit, the disposition of a significant portion of a reporting unit, or a significant adverse change in business climate or regulations. The first step of the impairment test is a comparison of the fair value of a reporting unit to its carrying value. Reporting units are the Company’s North American industry groups and the international geographic segments. The fair value of a reporting unit is estimated using the Company’s projections of discounted future operating cash flows of the unit. Goodwill allocated to a reporting unit whose fair value is equal to or greater than its carrying value is not impaired and no further testing is required. A reporting unit whose fair value is less than its carrying value requires a second step to determine whether the goodwill allocated to the unit is impaired. The second step of the goodwill impairment test is a comparison of the implied fair value of a reporting unit’s goodwill to its carrying value. The implied fair value of a reporting unit’s goodwill is determined by allocating the fair value of the entire reporting unit to the assets and liabilities of that unit, including any unrecognized intangible assets, based on fair value. The excess of the fair value of the entire reporting unit over the amounts allocated to the identifiable assets and liabilities of the unit is the implied fair value of the reporting unit’s goodwill. Goodwill of a reporting unit is impaired when its carrying value exceeds its implied fair value. Impaired goodwill is written down to its implied fair value with a charge to expense in the period the impairment is identified.

 

 

43


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Other identifiable intangible assets include finite-lived purchased intangible assets, which primarily consist of market rights, order backlog, customer contracts and related customer relationships, and trade name. Finite-lived purchased intangible assets are amortized using the straight-line method over their expected period of benefit, which generally ranges from one to five years.

 

Impairment of Long-Lived Assets

 

Long-lived assets and intangible assets subject to amortization are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable. For property and equipment and finite-lived intangible assets to be held and used, impairment is determined by a comparison of the carrying amount of the asset to the estimated future undiscounted net cash flows expected to be generated by the asset. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Property and equipment to be disposed of by sale is carried at the lower of its current carrying value or fair value less cost to sell.

 

Foreign Currency

 

Assets and liabilities of consolidated foreign subsidiaries, whose functional currency is the local currency, are translated to U.S. dollars at fiscal year end exchange rates. Revenue and expense items are translated to U.S. dollars at the average rates of exchange prevailing during the fiscal year. The adjustment resulting from translating the financial statements of such foreign subsidiaries to U.S. dollars is reflected as a cumulative translation adjustment and reported as a component of accumulated other comprehensive income (loss) in consolidated stockholders’ equity.

 

Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains or losses, which are reflected within other income (expense) in the consolidated statement of operations.

 

Fair Value of Financial Instruments

 

The Company has calculated the fair value of its financial instruments using a variety of factors and assumptions. Accordingly, the fair value may not represent actual values of the financial instruments that could have been realized at June 30, 2003 or 2002, or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement.

 

The calculated fair value of the Company’s notes payable (including current portion) at June 30, 2003 was $296,675, as compared with its carrying value of $277,176. The calculated fair value of the Company’s notes payable (including current portion) at June 30, 2002 was $1,846, as compared with its carrying value of $1,846.

 

The carrying amounts of cash and cash equivalents and acquisition obligations (see Note 11) approximate their fair values due to the short maturity term related to these instruments.

 

Concentrations of Credit Risk

 

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents and accounts receivable and unbilled revenue. The Company places its temporary cash and cash equivalents with high credit qualified financial institutions, and, by policy, limits the amount of credit exposure to any one financial institution.

 

44


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Periodically, we review accounts receivable to reassess our estimates of collectibility. We provide valuation reserves for bad debts based on specific identification of likely and probable losses. In addition, we provide valuation reserves for estimates of aged receivables that may be written off, based upon historical experience. These valuation reserves are periodically re-evaluated and adjusted as more information about the ultimate collectibility of accounts receivable becomes available. Circumstances that could cause our valuation reserves to increase include changes in our clients’ liquidity and credit quality, other factors negatively impacting our clients’ ability to pay their obligations as they come due, and the quality of our collection efforts.

 

The Company’s public services industry group has a significant portion of their engagements performed on a fixed-price or fixed-time basis and derives revenue from departments and agencies of the U.S. government. While most of our government agency clients have the ability to unilaterally terminate their contracts, the Company’s relationships are generally not with political appointees; and the Company has not typically experienced a loss of federal government projects with a change of administration. U.S. government revenue accounted for 22.9%, 25.6% and 16.9% of the Company’s revenue for fiscal year 2003, 2002 and 2001, respectively. Receivables due from the U.S. Government were $56,689 and $69,339 at June 30, 2003 and 2002, respectively. Unbilled revenue due from the U.S. Government were $21,772 and $23,283 at June 30, 2003 and 2002, respectively.

 

Income Taxes

 

The Company accounts for corporate income taxes under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and to operating loss and tax credit carryforwards. Deferred tax assets and liabilities are separated into current and noncurrent amounts based on the classification of the related assets and liabilities for financial reporting purposes. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Company’s income tax provision and net income in the period in which the determination is made. The Company’s tax provision is comprised of current taxes payable plus the change in deferred income taxes.

 

Stock-Based Compensation

 

The Company has several stock-based employee compensation plans as described in Note 16. The Company accounts for stock-based compensation awards issued to employees by applying the intrinsic value method, whereby the difference between the quoted market price as of the date of grant and the contractual purchase price of shares is charged to operations over the vesting period. The Company generally recognizes no compensation expense with respect to stock-based awards issued to employees, as all options granted under the Company’s stock-based compensation plans have exercise prices equal to the market value of the Company’s common stock on the date of grant. With respect to restricted stock and other awards, compensation expense is measured based on the fair value of such awards as of the grant date and charged to expense using the straight-line method over the period of restriction or vesting period.

 

Pro forma information regarding net income and earnings per share is required assuming the Company had accounted for its stock-based awards to employees under the fair value method and amortized as a charge to earnings the estimated fair value of options and other stock awards over the awards’ vesting period. The

 

45


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

weighted average fair value of stock options granted during the years ended June 30, 2003, 2002 and 2001 were $6.20, $8.64 and $12.45, respectively. The fair value of options granted was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

     Stock Price
Expected
Volatility


    Risk-Free
Interest
Rate


    Expected
Life


   Expected
Dividend
Yield


Year ended June 30, 2003

   70.76 %   2.96 %   6    —  

Year ended June 30, 2002

   69.00 %   4.37 %   6    —  

Year ended June 30, 2001

   81.25 %   5.31 %   5    —  

 

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value method for the fiscal years ended June 30, 2003, 2002, and 2001. The information presented for June 30, 2002 and 2001 has been restated from prior year financial statements primarily to reflect adjustments for option forfeitures and cancellations:

 

     Year
Ended
June 30,
2003


   

Year
Ended

June 30,

2002


    Year
Ended
June 30,
2001


 
           (as restated)  

Net income (loss)

   $ 41,307     $ (26,898 )   $ 34,951  

Dividend on Series A Preferred Stock

     —         —         (31,672 )

Preferred stock conversion discount

     —         —         (131,250 )
    


 


 


Net income (loss) applicable to common stockholders

   $ 41,307     $ (26,898 )   $ (127,971 )

Add back:

                        

Total stock based compensation expense recorded under intrinsic value method for all stock awards, net of tax effects

     9,001       1,101       —    

Deduct:

                        

Total stock based compensation expense recorded under fair value method for all stock awards, net of tax effects

     (94,292 )     (98,551 )     (79,016 )
    


 


 


Pro forma net loss

   $ (43,984 )   $ (124,348 )   $ (206,987 )
    


 


 


Earnings (loss) per share:

                        

Basic—as reported

   $ 0.22     $ (0.17 )   $ (1.19 )
    


 


 


Basic—pro forma

   $ (0.24 )   $ (0.79 )   $ (1.92 )
    


 


 


Diluted—as reported

   $ 0.22     $ (0.17 )   $ (1.19 )
    


 


 


Diluted—pro forma

   $ (0.24 )   $ (0.79 )   $ (1.92 )
    


 


 


 

Earnings (Loss) 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 (loss) 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 (loss) per share, the dilutive effect of stock options is computed using the average market price for the period.

 

46


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Recently Issued Accounting Standards

 

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 does not believe Issue 00-21 will have a significant impact on its results of operations and financial position.

 

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of SFAS No. 149 will not have a material impact on its results of operations and financial position.

 

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 is effective for instruments entered into or modified after May 31, 2003 and is otherwise effective for our first quarter of fiscal year 2004. The adoption of SFAS No. 150 will not have a significant impact on its results of operations and financial position.

 

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary if the entity does not effectively disperse risk among the parties involved. The provisions of FIN 46 are effective immediately for those variable interest entities created after January 31, 2003. The provisions are effective for our first quarter of fiscal year 2004 for those variable interests held prior to February 1, 2003. The Company does not currently have any variable interest entities as defined in FIN 46. Consequently, the adoption of FIN 46 had no material impact on the Company’s results of operations and financial position.

 

3.    Earnings (Loss) per Share

 

The following table sets forth the computation of basic and diluted earnings per share:

 

    

Year

Ended

June 30,

2003


  

Year

Ended

June 30,

2002


   

Year

Ended

June 30,

2001


 

Net income (loss) applicable to common shareholders before cumulative effect of change in accounting principle

   $ 41,307    $ 53,062     $ (127,971 )

Cumulative effect of change in accounting principle, net of tax

     —        (79,960 )     —    
    

  


 


Adjusted net income (loss) applicable to common stockholders

   $ 41,307    $ (26,898 )   $ (127,971 )
    

  


 


Weighted average shares outstanding—basic

     185,461,995      157,559,989       107,884,143  

Assumed exercise of stock options

     175,698      1,155,741       —    
    

  


 


Weighted average shares outstanding—diluted

     185,637,693      158,715,730       107,884,143  
    

  


 


Earnings (loss) per share—basic and diluted

   $ 0.22    $ (0.17 )   $ (1.19 )
    

  


 


 

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 45,733,510, 18,814,559 and 27,351,257 for the year ended June 30, 2003, 2002 and 2001, respectively.

 

47


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

4.    Property and Equipment

 

Property and equipment, net consists of the following at June 30:

 

     2003

    2002

 

Property and equipment:

                

Equipment

   $ 185,664     $ 154,452  

Internal-use software

     161,809       93,948  

Leasehold improvements

     61,493       29,516  

Furniture

     37,783       12,743  
    


 


Total property and equipment

     446,749       290,659  

Accumulated depreciation and amortization:

                

Equipment

     (154,835 )     (125,049 )

Internal-use software

     (58,377 )     (28,507 )

Leasehold improvements

     (20,714 )     (6,996 )

Furniture

     (4,038 )     (4,179 )
    


 


Total accumulated depreciation and amortization

     (237,964 )     (164,731 )
    


 


Property and equipment, net

   $ 208,785     $ 125,928  
    


 


 

Depreciation and amortization expense related to property and equipment recorded in other costs of service and selling, general and administrative expenses was $41,077, $26,483 and $37,637, respectively, and $30,588, $19,997 and $2,109, respectively, for the years ended June 30, 2003, 2002 and 2001.

 

During the second quarter of fiscal year 2003, the Company recorded a change in estimate that decreased the expected remaining useful life of certain systems applications used as part of its infrastructure operations. The change in estimate was 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 the existing applications. This change in estimate resulted in a charge to net income of $4,732 (net of tax) or $0.03 per share for the year ended June 30, 2003.

 

5.    Goodwill and Other Intangible Assets

 

In connection with adopting SFAS No. 142, “Goodwill and Other Intangible Assets,” as of July 1, 2001, the Company completed the required test for and measurement of transitional impairment. Based on that analysis, the Company recognized a transitional impairment loss of $79,960, or $0.51 per basic and diluted earnings per share, as the cumulative effect of a change in accounting principle. There was no tax benefit recorded in connection with this charge. The transitional impairment charge resulted from a change in the criteria for the measurement of the impairment loss.

 

Net income (loss), and basic and diluted net earnings (loss) per share for the years ended June 30, 2003, 2002 and 2001, respectively, are set forth below as if accounting for goodwill and other intangible assets had been accounted for in the same manner for all periods presented. The adjustment of previously reported net income (loss) and earnings (loss) per share represents the recorded amortization of goodwill and indefinite-lived purchased intangibles.

 

48


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Reconciliation of Net Income (Loss) and Earnings (Loss) Per Share

 

    

Year

Ended

June 30,

2003


  

Year

Ended

June 30,

2002


   

Year

Ended

June 30,

2001


 

Reported income before cumulative effect of change in accounting principle

   $ 41,307    $ 53,062     $ 34,951  

Add back goodwill amortization, net of tax

     —        —         14,759  
    

  


 


Adjusted income before cumulative effect of change in accounting principle

     41,307      53,062       49,710  

Cumulative effect of change in accounting principle, net of tax

     —        79,960       —    
    

  


 


Adjusted net income (loss)

     41,307      (26,898 )     49,710  

Dividend on Series A Preferred Stock

     —        —         (31,672 )

Preferred stock conversion discount

     —        —         (131,250 )
    

  


 


Adjusted net income (loss) applicable to common shareholders

   $ 41,307    $ (26,898 )   $ (113,212 )
    

  


 


Earnings (loss) per share—basic and diluted:

                       

Reported income (loss) before cumulative effect of change in accounting principle applicable to common shareholders

   $ 0.22    $ 0.34     $ (1.19 )

Add back goodwill amortization, net of tax

     —        —         0.14  
    

  


 


Adjusted income (loss) before cumulative effect of change in accounting principle applicable to common shareholders

     0.22      0.34       (1.05 )

Cumulative effect of change in accounting principle, net of tax

     —        (0.51 )     —    
    

  


 


Adjusted net income (loss) applicable to common stockholders

   $ 0.22    $ (0.17 )   $ (1.05 )
    

  


 


Weighted average shares—basic

     185,461,995      157,559,989       107,884,143  
    

  


 


Weighted average shares—diluted

     185,637,693      158,715,730       107,884,143  
    

  


 


 

49


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Additions to goodwill and identifiable intangible assets during fiscal year 2003 resulted primarily from the acquisition of KPMG Consulting AG and acquisitions of various global Andersen Business Consulting practices (See Note 6). Other changes to goodwill consist primarily of foreign currency translation adjustments.

 

The changes in the carrying amount of goodwill, at the reporting unit level, for the years ended June 30, 2003 and 2002 are as follows:

 

    

Balance

June 30,

2002


   Additions

   Other (a)

  

Balance

June 30,

2003


Public Services

   $ 11,537    $ 12,044    $ —      $ 23,581

Communications & Content

     8,509      15,848      —        24,357

Financial Services

     2,871      6,339      —        9,210

Consumer & Industrial Markets

     8,283      24,089      —        32,372

High Technology

     2,388      5,071      —        7,459

EMEA

     10,750      730,706      122,354      863,810

Asia Pacific

     43,123      17,642      2,269      63,034

Latin America

     —        746      59      805

Corporate/Other

     202      —        —        202
    

  

  

  

Total

   $ 87,663    $ 812,485    $ 124,682    $ 1,024,830
    

  

  

  


(a)   Other changes in goodwill consist primarily of foreign currency translation adjustments primarily related to fluctuation in the Euro.

 

    

Balance

June 30,

2001


   Additions

  

Transitional

Impairment

Charge


    Other (a)

   

Balance

June 30,

2002


Public Services

   $ 12,218    $ —      $ —       $ (681 )   $ 11,537

Communications & Content

     9,616      —        —         (1,107 )     8,509

Financial Services

     3,013      —        —         (142 )     2,871

Consumer & Industrial Markets

     9,191      —        —         (908 )     8,283

High Technology

     2,950      —        —         (562 )     2,388

EMEA

     31,222      —        (20,563 )     91       10,750

Asia Pacific

     22,925      37,339      (14,940 )     (2,201 )     43,123

Latin America

     44,457      —        (44,457 )     —         —  

Corporate/Other

     185      —        —         17       202
    

  

  


 


 

Total

   $ 135,777    $ 37,339    $ (79,960 )   $ (5,493 )   $ 87,663
    

  

  


 


 


(a)   Other relates primarily to the reversal of deferred taxes on assembled workforce no longer required due to the adoption of SFAS No. 142.

 

50


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

Identifiable intangible assets include finite-lived intangible assets, which primarily consist of market rights, order backlog, customer contracts and related customer relationships. Identifiable intangible assets are amortized using the straight-line method over their expected period of benefit, which generally ranges from one to five years. Identifiable intangible assets consist of the following at June 30:

 

     2003

    2002

 

Identifiable intangible assets:

                

Customer-related intangibles:

                

Backlog, customer contracts and related customer relationships

   $ 56,030     $ 1,208  

Market-related intangibles:

                

Market rights

     12,017       12,017  

Trade name

     1,654       —    
    


 


Total market-related intangibles

     13,671       12,017  
    


 


Total other intangibles

     69,701       13,225  

Accumulated amortization:

                

Customer-related intangibles:

                

Backlog, customer contracts and related customer relationships

     (45,320 )     (1,039 )

Market-related intangibles:

                

Market rights

     (4,607 )     (1,975 )

Trade name

     (891 )     —    
    


 


Total market-related accumulated amortization

     (5,498 )     (1,975 )
    


 


Total accumulated amortization

     (50,818 )     (3,014 )
    


 


Other intangible assets, net

   $ 18,883     $ 10,211  
    


 


 

Amortization expense related to identifiable intangible assets was $44,702, $3,014, and $0 for the years ended June 30, 2003, 2002 and 2001, respectively. Amortization expense related to identifiable intangible assets for each of the next four years is estimated to be $12,896 in 2004, $2,810 in 2005, $2,537 in 2006 and $640 in 2007.

 

6.    Acquisitions

 

KPMG Consulting AG

 

On August 22, 2002, as part of the significant expansion in our international presence, the Company acquired 100% of the outstanding shares of BE Germany pursuant to a share purchase agreement, for approximately $651,906. The purchase of BE Germany 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 $13,780 in acquisition related transaction costs. BE Germany’s operations consist primarily of consulting practices in Germany, Switzerland and Austria. The allocation of the purchase price to assets acquired and liabilities assumed was as follows:

 

     Allocation of
Purchase Price


 

Current assets

   $ 138,332  

Goodwill

     648,021  

Purchased intangibles

     41,019  

Acquired software

     8,015  

Other long-lived assets

     15,750  
    


Total assets

   $ 851,137  

Current liabilities

     (154,149 )

Long-term liabilities

     (45,082 )
    


Total purchase price

   $ 651,906  
    


 

51


Table of Contents

BEARINGPOINT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share amounts)

 

The significance of the goodwill balance is primarily due to the value related to the acquired workforce. Purchased intangibles acquired include customer-related intangible assets for order backlog, customer contracts and related customer relationships of $39,615 (13-month weighted average useful life) and trade name of $1,404 (2 year weighted average useful life). Goodwill is not deductible for German tax purposes.

 

In December 2002, in connection with the acquisition of the BE Germany business, the Company announced a reduction of its workforce by approximately 700 employees, in order to balance workforce capacity with market demand for services. Severance and termination benefits related to this workforce reduction totaled $27,445 and has been accounted for as part of the acquisition of BE Germany. As of June 30, 2003, approximately $25,133 of the total liability has been paid. The remaining balance is expected to be paid during fiscal year 2004.

 

Effective August 1, 2002, the results of BE Germany’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 BE Germany 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 and BE Germany’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 of what the Company’s results of operations or financial position would have been had the Company completed the acquisition of BE Germany at an earlier date. The pro forma adjustments are based on available information and upon assumptions that the Company believes are reasonable.

 

     Year Ended June 30,