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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000 Commission file number
DIGITAS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3494311
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
THE PRUDENTIAL TOWER
800 BOYLSTON STREET 02199
BOSTON, MASSACHUSETTS (Zip Code)
(Address of principal executive offices)
(617) 867-1000
(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 PER SHARE
(TITLE OF EACH CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 22, 2001, 58,604,841 shares of the Registrant's Common
Stock were issued and outstanding. The aggregate market value of the voting
stock of the Registrant held by non-affiliates of the Registrant, based upon the
closing sale price of $3.50 on the Nasdaq National Market on March 22, 2001, was
$205,116,944.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement relating to the Registrant's
Annual Meeting of Stockholders to be held on May 10, 2001 are incorporated by
reference into Part III of this report to the extent described therein.
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. BUSINESS.................................................................. 1
ITEM 2. PROPERTIES................................................................ 4
ITEM 3. LEGAL PROCEEDINGS......................................................... 4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS....................... 5
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS....................................................... 5
ITEM 6. SELECTED FINANCIAL DATA................................................... 5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................................... 6
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............................... 16
ITEM 8A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK................. 17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE....................................... 17
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT............................ 17
ITEM 11. EXECUTIVE COMPENSATION.................................................... 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 17
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K........... 17
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FORWARD-LOOKING STATEMENTS
THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. YOU CAN IDENTIFY THESE STATEMENTS
BY FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE,"
"BELIEVE," "ESTIMATE," AND "CONTINUE" OR SIMILAR WORDS. YOU SHOULD READ
STATEMENTS THAT CONTAIN THESE WORDS CAREFULLY BECAUSE THEY DISCUSS OUR FUTURE
EXPECTATIONS, CONTAIN PROJECTIONS OF OUR FUTURE RESULTS OF OPERATIONS OR OF OUR
FINANCIAL CONDITION, OR STATE OTHER "FORWARD LOOKING" INFORMATION. WE BELIEVE
THAT IT IS IMPORTANT TO COMMUNICATE OUR FUTURE EXPECTATIONS TO OUR INVESTORS.
HOWEVER, THERE MAY BE EVENTS IN THE FUTURE THAT WE ARE NOT ABLE TO ACCURATELY
PREDICT OR CONTROL AND THAT MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THE EXPECTATIONS WE DESCRIBE IN OUR FORWARD-LOOKING STATEMENTS. INVESTORS
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE DISCUSSED AS
A RESULT OF VARIOUS FACTORS, INCLUDING THOSE FACTORS DESCRIBED IN "RISK FACTORS
AND IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS" BEGINNING ON PAGE 9.
READERS SHOULD NOT PLACE UNDUE RELIANCE ON OUR FORWARD-LOOKING STATEMENTS, AND
DIGITAS ASSUMES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING STATEMENTS.
PART I
ITEM 1. BUSINESS
OVERVIEW
Digitas is a marketing and technology company that helps its clients
manage their customer relationships on a one-to-one basis. Digitas delivers
best-of-breed capabilities in strategy, technology, marketing, and
performance measurement to design solutions that create competitive advantage
for its blue-chip clients. These solutions leverage the client's leading
brand positions and existing assets with new technologies to manage and grow
customer relationships. Digitas serves as strategic partner to several
industry-leading clients including Allstate, American Express, AT&T, Delta
Air Lines, General Motors, Kingfisher, L.L. Bean, Morgan Stanley, the
National Basketball Association and Terra Lycos. Headquartered in Boston,
Digitas employs more than 1,900 people and has offices in New York, San
Francisco, Salt Lake City, Miami, Chicago, London, Brussels and Hong Kong.
THE DIGITAS APPROACH
Digitas builds marketing and technology solutions that enable its
clients to maximize the value of their customer base. We believe strongly in the
power of personalized and contextual marketing to create long-term and valuable
customer relationships. We also believe that Internet, wireless and database
technologies are critical to enable companies to manage customer relationships
on a one-to-one basis. As a result, Digitas focuses on building multi-channel,
interactive marketing solutions for its clients: solutions that drive market
share gains through quantitative and qualitative improvements in their customer
relationships. We are committed to driving measurable results for clients. We
are skilled in performance measurement and use that information to continue to
evolve and improve our client solutions.
We take an aggressive approach in reviewing our clients' entire
business to solve their challenges. We consider our clients' competitive
positioning, their existing assets and brand strength, as well as their culture
and organization before recommending solutions. We partner with our clients to
create long-term, stable relationships. We pride ourselves on understanding
their business intimately including anticipating challenges that have yet to
present themselves. Our clients' business success is our top priority.
Our approach is highly disciplined, results-oriented and revolves
around three major offerings. These offerings focus specifically on supporting
our clients' efforts to manage their customer bases more effectively. They
include building new technology platforms from which to communicate with their
clients, developing the marketing and communications programs that operate on
those platforms, and developing client organizations to focus on and respond to
customers rapidly.
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PLATFORMS. Recent technology advances have revolutionized the way
companies and their customers interact. Not only are there many new channels by
which communication is possible such as Internet enabled PCs, e-mail, and
wireless Internet devices, but also customers expect companies to track and
understand their behavior across these multiple channels. Digitas builds the
technology platforms to enable multi-channel communication and tracking. We
build e-commerce platforms to bring retailers online. We build applications to
enable communication over wireless devices. We build call center platforms to
enable one-to-one voice communication. In addition, we assist our clients in
building the databases required to store and track customer activity over
multiple channels.
MULTI-CHANNEL CUSTOMER MANAGEMENT. Digitas develops the customer
relationship programs that operate on its multi-channel platforms. We build
integrated marketing campaigns and communication programs focused on acquiring,
retaining, and growing customer relationships. We focus on creating consistent
customer experience and upholding the brand promise regardless of the
communication channel. Our programs are built on a foundation of data analytics
to ensure that the right message is delivered to the right person through the
right channel at the right time.
MARKETING INTELLIGENCE/RE-ENGINEERING. Digitas also assists its clients
in becoming customer-centric. Becoming customer-centric means aligning the
internal organizational structure, systems and processes completely around
customers or customer segments. It requires breaking down historical product or
functional silos and placing the customer at the center of the organization,
allowing for a more rapid and appropriate response to customer demands. To this
end, we offer organizational design, organizational enablement and sales force
automation consulting. Through this offering, we enable our clients to respond
directly to their customer's needs most effectively.
CLIENTS, MARKETING AND SALES
Digitas does not have a separate sales and marketing force. Digitas
relationship managers are primarily responsible for marketing and sales efforts.
Members of our senior management team are directly involved in client
engagements and marketing efforts. Additionally, Digitas relies on its strong
reputation, quality client base and proven results to retain existing clients
and develop new client relationships.
Digitas develops long-term strategic partnerships with blue-chip
companies whose primary assets include leadership brands and customer bases.
Digitas seeks to work with companies operating in industries in which the
economics of customer loyalty are most compelling, thereby providing us with the
opportunity to greatly impact market share and the return on their customer base
investments. These industries include financial services, media and
entertainment, healthcare and pharmaceuticals, business products and services,
consumer services, technology and telecommunications and consumer products.
Our results of operations and our business depend on our relationship
with a limited number of large clients. Of our total revenues during 2000,
American Express accounted for approximately 19%, General Motors accounted for
approximately 16%, and AT&T, Morgan Stanley and Delta Airlines combined for an
additional 21%.
COMPETITION
We compete with companies that offer strategic consulting, Web design,
information technology and e-commerce services as well as the in-house
development efforts of many companies. Our current competitors include the
following:
o strategic consulting firms such as Bain & Company, Boston Consulting
Group, and McKinsey & Company;
o customer relationship management units of systems integrators such as
Accenture, Cap Gemini, PricewaterhouseCoopers, Sapient, and IBM Global
Services;
o advertising and direct marketing agencies such as Ogilvy One, Modem
Media, AGENCY.com, and Impiric;
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o internal information technology departments of current and potential
clients; and
o e-commerce and technology service providers.
Because relatively low barriers to entry characterize our industry, we also
expect other companies to enter our market.
We believe that the principal competitive factors in our industry are:
o quality of services;
o technical and strategic expertise;
o ability to provide end-to-end solutions;
o speed of development and implementation of integrated solutions;
o value of the services provided compared to the price of such services;
o reputation and experience of professionals delivering the service;
o project management capabilities;
o brand recognition and size of the firm;
o effectiveness of sales and marketing efforts; and
o financial stability.
We believe that we presently compete favorably with respect to most of these
factors. In particular, we believe that we offer an integrated set of skills
and expertise that many existing service providers are not well suited to
provide.
PEOPLE AND CULTURE
We have an entrepreneurial culture in which creativity, teamwork and
individual development are strongly encouraged. Our employees are our single
greatest asset and the key to reaching our company-wide goal to be the
undisputed industry leader. In furtherance of this mission our employees
collaborate to apply their creativity in the conception, design, and
implementation of innovative client solutions. Our formal training program
emphasizes improvement of individual skills as well as optimization of team
performance. Our knowledge management infrastructure and processes ensure best
practices and thinking are shared and leveraged globally. We have a
competency-based performance management process that encourages frequent,
actionable feedback and ensures that all employees focus on specific goals and
areas of skill and knowledge development. The end result is a dynamic and
rewarding work environment for intelligent, motivated individuals.
To retain this culture and uphold the high standard of quality work
that we have set, we must continue to attract qualified individuals with
superior strategic, creative, technological and management skills to meet the
growing demands for our services. To this end, we have a dedicated recruiting
team that utilizes various methods to attract the most talented and promising
professionals, including an internal referral bonus program.
We provide our employees with a competitive base salary, performance
driven incentive programs, stock options and comprehensive benefits packages.
Employees are rewarded for team performance, as well as individual contribution
to client success, people development, intellectual capital, and corporate
citizenship. For many of our
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employees, however, a significant attraction is being part of a winning team
that applies industry leading expertise and technology to transform businesses
to be the best in their industry.
EMPLOYEES
As of December 31, 2000, we had approximately 1,900
full-time-equivalent employees, approximately 1,800 of whom were located in the
United States. As of December 31, 2000, we had approximately 1,600 billable
employees and 300 corporate and administrative, non-billable employees. Our
employees are not represented by any union and, except for senior management and
certain other employees, are retained on an at-will basis.
INTELLECTUAL PROPERTY RIGHTS
We seek to protect our intellectual property through a combination of
license agreements and trademark, service mark, copyright and trade secret laws.
We enter into confidentiality agreements with our employees, vendors and clients
and use our best efforts to limit access to and distribution of proprietary
information licensed from third parties. We pursue the protection of our
trademarks in the United States and internationally. Our efforts to protect our
intellectual property rights could be inadequate to deter misappropriation of
proprietary information. For example, we may not detect unauthorized use of our
intellectual property. In addition, the legal status of intellectual property on
the Internet is currently subject to various uncertainties.
U.S. AND FOREIGN GOVERNMENT REGULATION
Congress has passed legislation that regulates various aspects of the
Internet and emerging technologies, including on line content, copyright
infringement, user privacy, taxation, access charges, liability for third-party
activities and jurisdiction. In addition, federal, state, local and foreign
governmental organizations also are considering, and may consider in the future,
other legislative and regulatory proposals that would regulate the Internet and
emerging technologies. Areas of potential regulation include libel, pricing,
quality of products and services and intellectual property ownership.
The European Union and European Commission have adopted directives
to address the regulation of privacy, e-commerce, security, commercial
piracy, consumer protection, taxation of transactions completed over the
Internet and the spread of illegal and socially harmful materials over the
Internet.
It is not known how courts will interpret both existing and new laws.
Therefore, we are uncertain as to how new laws or the application of existing
laws will affect our business. In addition, our business may be indirectly
affected by our clients who may be subject to such legislation.
ITEM 2. PROPERTIES
Our headquarters and principal administrative and finance operations
are located in a leased facility in Boston, Massachusetts consisting of
approximately 300,000 square feet of office space. The leases for the Boston
office space expire in November and December 2005. We also occupy office space
in locations in New York City under leases that cover approximately 181,000
square feet. The New York City leases expire in March 2011. We also lease office
space in San Francisco, Salt Lake City, Miami, Chicago, London, Brussels and
Hong Kong.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal
proceedings arising in the ordinary course of our business. We are not currently
a party to any such claims or proceedings, which, if decided adversely to us,
would either individually or in the aggregate have a material adverse effect on
our business, financial condition or results of operations.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION. Our Common Stock is traded on the Nasdaq
National Market under the symbol "DTAS". As of December 31, 2000, there were
sixty-four stockholders of record. The following table sets forth high and
low last reported sales prices for the Common Stock for each fiscal quarter
since the date of our initial public offering, March 14, 2000, through
March 22, 2001.
CLOSING SALES PRICES
--------------------
HIGH LOW
------ ------
2000
1st Quarter (from March 14, 2000). $30.00 $24.00
2nd Quarter....................... $24.00 $10.75
3rd Quarter ...................... $24.63 $12.37
4th Quarter....................... $17.63 $ 5.06
2001
1st Quarter (through March 22, 2001) $ 9.00 $ 3.50
DIVIDEND POLICY. We have never declared or paid cash dividends on our
common stock. Any future determination as to the payment of dividends will
depend upon capital requirements and limitations imposed by our credit
agreements, if any, and such other factors as our board of directors may
consider.
USE OF PROCEEDS. The effective date of the Securities Act registration
statement for which the use of proceeds information is being disclosed is March
13, 2000, and the Commission file number assigned to the registration statement
is 333-93585. The use of proceeds of our initial public offering has not changed
from our quarterly report on Form 10-Q for the period ended September 30, 2000.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data and other
operating information of Digitas. The selected income statement and balance
sheet data for 2000, 1999, 1998, 1997 and 1996 as set forth below are derived
from the audited financial statements of Digitas. The information is only a
summary and you should read it in conjunction with Digitas' audited financial
statements and related notes and other financial information included herein and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
DIGITAS PREDECESSOR (COMBINED)
----------------------- -------------------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31
----------------------- -------------------------------------
2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
STATEMENT OF OPERATIONS DATA:
Revenue........................................ $ 288,154 $187,007 $ 122,309 $101,238 $83,157
Operating expenses:
Professional services costs................. 158,607 102,247 65,696 57,610 43,272
Selling, general and administrative expense. 99,366 67,048 48,485 40,552 40,982
Stock-based compensation.................... 14,796 10,743 25,820 6,325 628
Amortization of intangible assets........... 36,687 36,688 - - -
--------- ---------- ----------- ----------- ---------
Total operating expenses....................... 309,456 216,726 140,001 104,487 84,882
--------- ---------- ----------- ----------- ---------
Loss from operations........................... (21,302) (29,719) (17,692) (3,249) (1,725)
Other income (expense), net.................... 1,345 (7,281) (2,698) (2,431) (1,281)
Benefit from (provision for) income taxes...... (1,616) (567) 1,439 114 (160)
--------- ---------- ----------- ----------- ---------
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Net loss from continuing operations............ (21,573) (37,567) (18,951) (5,566) (3,166)
Extraordinary loss............................. (1,653) - - - -
--------- ---------- ----------- ----------- ---------
Net loss....................................... $(23,226) $(37,567) $(18,951) $(5,566) $(3,166)
========= ========== =========== =========== ==========
Net loss per share - basic and diluted
Net loss from continuing operations......... $ (0.38) $ (0.74)
Extraordinary loss.......................... (0.03) -
--------- ----------
Net loss.................................... $ (0.41) $ (0.74)
========= ==========
Weighted average shares outstanding
Basic and diluted........................... 56,230 50,703
AS OF DECEMBER 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996
--------- -------- --------- --------- --------
BALANCE SHEET DATA:
Cash and cash equivalents...................... $ 49,857 $ 441 $ 37 $ 1,868 $ 301
Total assets................................... 331,755 252,889 62,270 49,705 33,649
Total long-term debt, less current portion..... 1,947 62,878 1,749 3,701 2,990
Shareholders' equity (deficit)................. 249,457 119,836 (27,760) (9,831) 4,625
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion together with the financial
statements and related notes appearing elsewhere in this filing on Form 10-K.
This Form 10-K contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those indicated in
forward-looking statements. See "Risk Factors."
OVERVIEW
In 1980, Bronner Slosberg Humphrey Co. was formed to provide direct
marketing and promotion services. In 1995, Strategic Interactive Group, an
Internet professional services firm, was formed to provide end-to-end Internet
business solutions to corporate clients. Between 1995 and 1998, Strategic
Interactive Group and Bronner Slosberg Humphrey Co. operated as two separate
entities under common control. By January 1999, Strategic Interactive Group had
grown so large and the two companies had become so interrelated that the two
businesses were merged into a single entity following a recapitalization by a
private equity investor and several of our existing shareholders. The purpose of
the recapitalization was to combine the entities, realign the ownership of the
combined entities with those senior employees who would most actively lead our
future growth, establish an equity-based incentive program to motivate our
current and future employees and enhance our ability to make strategic
investments in our people and services. As a result of a reorganization
transaction implemented in connection with our initial public offering in March
2000, Digitas Inc. became the holding company.
BUSINESS OPERATIONS
Our revenue is generated from providing professional services to our
clients. We expect that our revenue will continue to be driven primarily by the
number and scope of our client engagements. We focus on large-scale, long-term,
strategic relationships with a select group of clients. For 2000, our three
largest clients accounted for approximately 43% of our revenue and our largest
client accounted for approximately 19% of our revenue.
Historically, we have offered our services to clients primarily on a
time and materials basis. For these engagements, we recognize revenue as
services are provided based on actual costs incurred. As our client
relationships have grown, we have increasingly entered into broad contracts
under which we deliver our services based on mutually agreed upon scopes of
work. These contracts generally include estimates on total fees that clients
will be charged for the year. For these contracts, we recognize revenue on a
percentage of completion method based on the ratio of costs incurred to total
estimated costs. Additionally, some of our contracts include a discretionary
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bonus provision whereby we get additional compensation based on our performance
as evaluated by our clients. We recognize bonus revenue in the period we are
informed that the bonus has been awarded. Most of our contracts allow us to
invoice our clients on a pro-rata basis for our services.
We incur significant reimbursable costs, such as on-line media buying
and production costs, on behalf of our clients. In accordance with the client
agreements, there is not a markup on reimbursable costs and the client's
approval is required prior to Digitas incurring them. Revenue does not include
reimbursable costs.
Professional services costs consist of professional salaries, payroll
taxes and benefits for our professional staff plus other non-reimbursable costs
directly attributable to servicing our clients. In addition to the compensation
of employees engaged in the delivery of professional services, professional
salaries include compensation for selling and management by our senior account
managers and most of our executives. We expect that per capita professional
services costs will increase over time due primarily to wage increases.
Selling, general and administrative expense consists primarily of
administrative and executive compensation, recruiting, professional fees, rent
and office expenses. In 2001, we expect to continue to make significant
expenditures for recruiting and training as we continue to expand our
operations. We have incurred significant costs to expand our operations
internationally. We believe that a key source of our growth will be servicing
existing clients on a worldwide basis, as well as attracting new clients in
international markets.
Stock-based compensation before the recapitalization consisted of
annual distributions and increases in the value of stock appreciation rights
resulting from the pending acquisition of the company. Stock-based compensation
after the recapitalization consisted primarily of non-cash compensation arising
from stock options granted to employees at exercise prices below the estimated
fair value of the underlying common stock, the repurchase of stock options from
an employee and shares of common stock sold to members of the board of directors
at a price below the estimated fair value.
In connection with the recapitalization we recorded $198.9 million of
goodwill and other intangible assets. This amount, which represents the excess
of purchase price over net assets acquired, is being amortized over two to seven
years.
We were taxed as an S corporation until January 1999 when we terminated
our S corporation election and became subject to federal taxation. No provision
or liability for federal taxes is reflected for periods prior to 1999. For the
periods prior to 1999, we have recorded provisions, tax assets and liabilities
for Massachusetts and various states where we do business that have a limited
state corporate income and excise tax.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999
REVENUE. Revenue for 2000 increased by $101.2 million, or 54.1%, to
$288.2 million from $187.0 million for 1999. The increase was due to growth in
revenue from new clients of approximately 40% and existing clients of
approximately 14%. This increase in revenue was due to an increase in demand for
results-oriented marketing and technology-related services. We believe that our
revenue growth rate for 2001 will be below our historic revenue growth rate due,
in part, to the apparent slowing of the United States and global economies and
the resulting decrease in demand for technology and consulting related services.
PROFESSIONAL SERVICES COSTS. Professional services costs for 2000
increased by $56.4 million, or 55.2%, to $158.6 million from $102.2 million for
1999. Professional services costs represented 55.0% of revenue for 2000, as
compared to 54.7% of revenue for 1999. The increase in absolute dollars was due
to an increase in the number of professionals we hired to support the increased
demand for our services. Professional services costs increased as a percentage
of revenue due to investments in the opening of new offices and an increase in
average compensation per professional.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense for 2000 increased by $32.3 million, or 48.2%, to $99.3
million from $67.0 million for 1999. As a percentage of revenue, selling,
general and administrative expense decreased from 35.9% in 1999 to 34.5% in
2000. The increase in absolute
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dollars for 2000 was due to increases in outside fees for recruiting
professionals, rent and travel costs related to office expansions in Boston, New
York, and London and the construction of new offices in Miami and Hong Kong, and
our overall growth in administrative headcount. The decrease as a percentage of
revenue was due to the economies of scale associated with higher revenue levels.
STOCK-BASED COMPENSATION. Stock-based compensation for 2000 consisted
of non-cash compensation of $14.8 million arising from stock options granted to
employees in prior periods at exercise prices below the estimated fair value of
the related common stock. Stock-based compensation for 1999 consisted of
non-cash compensation arising from stock options granted to employees at
exercise prices below the estimated fair value of the related common stock of
$5.9 million, the repurchase of stock options from an employee of $1.8 million
and $3.0 million for shares of common stock sold to members of the board of
directors at a price below the estimated fair value.
AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets
consists of amortization of assembled workforce, favorable lease and goodwill
resulting from our recapitalization, which was effected in January 1999.
Amortization periods range from two to seven years.
OTHER INCOME (EXPENSE), NET. Other income, net, for 2000 consisted of
interest income earned on the invested portion of proceeds from our initial
public offering of common stock in March 2000 offset by interest expense
primarily on long-term borrowings prior to the initial public offering. In
addition, a realized gain on the termination of interest rate swap agreements
was recorded. Other expense, net, for 1999 consisted primarily of interest
expense on our long-term borrowings related to the recapitalization in January
1999.
PROVISION FOR INCOME TAXES. The provision for income taxes for 2000
increased by $1.0 million to $1.6 million from $0.6 million for 1999. The
effective income tax rate is lower than the combined federal and state statutory
rates due primarily to an increase in the valuation allowance for deferred tax
assets.
EXTRAORDINARY LOSS. In March 2000, an extraordinary loss of $1.7
million was recognized upon the early retirement of $68.5 million of long-term
debt.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
REVENUE. Revenue for 1999 increased by $64.7 million, or 52.9%, to
$187.0 million from $122.3 million for 1998. The increase was due to growth in
revenue from new clients of approximately 15% and existing clients of
approximately 38%. This increase in revenue was due to growth in the market for
Internet-related services.
PROFESSIONAL SERVICES COSTS. Professional services costs for 1999
increased by $36.5 million, or 55.6%, to $102.2 million from $65.7 million for
1998. Professional services costs represented 54.7% of revenue for 1999, as
compared to 53.7% of revenue for 1998. The increase in absolute dollars was due
to an increase in the number of professionals we hired to support the increased
demand for our services. Professional services costs increased as a percentage
of revenue for 1999 due to investments in the opening of our London office and
an increase in average compensation per professional.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and
administrative expense for 1999 increased by $18.5 million, or 38.1%, to $67.0
million from $48.5 million for 1998. As a percentage of revenue, selling,
general and administrative expense decreased from 39.7% in 1998 to 35.9% in
1999. The increase in absolute dollars for 1999 was due to increases in outside
fees for recruiting professionals, rent and travel costs related to office
expansion in New York and the opening of a new office in London, and our overall
growth in administrative headcount. The decrease as a percentage of revenue was
due to the economies of scale associated with higher revenue levels.
STOCK-BASED COMPENSATION. Stock-based compensation for 1999 consisted
of non-cash compensation arising from stock options granted to employees at
exercise prices below the estimated fair value of the related common stock of
$5.9 million, the repurchase of stock options from an employee of $1.8 million
and $3.0 million for shares of common stock sold to members of the board of
directors at a price below the estimated fair value.
8
AMORTIZATION OF INTANGIBLE ASSETS. The increase in amortization of
intangible assets resulted from our recapitalization which was effected in
January 1999.
OTHER EXPENSE, NET. Other expense, net, for 1999 increased by $4.6
million to $7.3 million from $2.7 million for 1998. The increase was primarily
interest expense. Interest expense for 1999 was due to the interest expense on
our long-term borrowings related to the recapitalization. Additionally, we
increased borrowings against our line of credit to fund increased working
capital needs.
BENEFIT FROM (PROVISION FOR) INCOME TAXES. The provision for income
taxes for 1999 was $0.6 million compared to a benefit of $1.4 million in 1998.
We were an S corporation in 1998. Therefore, we were only taxable at the state
level, and we did not provide for any federal income taxes in this period.
LIQUIDITY AND CAPITAL RESOURCES
In March 2000, we successfully completed our initial public offering
for common stock, which resulted in net proceeds of approximately $134.7
million.
In addition, the Company has a credit agreement that allows for
borrowings up to $30 million in the form of a revolving line of credit and
standby letters of credit. The agreement expires on July 25, 2003. Amounts
borrowed under the revolving credit facility bear interest at either the prime
rate or at a Eurocurrency rate plus an applicable margin of 1.25% - 2.00%,
depending on the Company's leverage ratio. Additionally, the Company is required
to pay a commitment fee of 0.125% or 0.25% of the average daily unused amount of
the revolving credit, depending on the Company's leverage ratio. The credit
facility contains certain restrictive financial covenants.
At December 31, 2000, the Company had no borrowings under the revolving
line of credit and approximately $12.1 million outstanding standby letters of
credit, leaving $17.9 million available for future borrowings.
The Company's cash and cash equivalents increased from $0.4 million at
the end of 1999 to $49.9 million as of December 31, 2000. Cash provided by
operations for 2000 was $17.1 million. Cash used in investing activities for
2000 was $32.7 million, primarily capital expenditures relating to the expansion
of office space and computer equipment purchases. Cash provided by financing
activities for 2000 was $65.1 million. Proceeds were primarily from the initial
public offering of common stock. In addition, cash of $3.3 million was provided
from the issuance of common stock through the Company's employee stock purchase
plan and upon exercise of stock options. The Company used the initial public
offering proceeds to repay $68.5 million in indebtedness to a bank and $4.4
million in indebtedness to shareholders.
The Company believes that its current cash and cash equivalents and
funds available under the credit facility will be sufficient to meet the
Company's working capital and capital expenditure requirements for at least the
next twelve months.
RISKS FACTORS AND IMPORTANT FACTORS THAT MAY AFFECT FUTURE RESULTS
Set forth below are certain risk factors that could harm our business
prospects, results of operations and financial condition. You should carefully
read the following risk factors, together with the financial statements, related
notes and other information contained in this Form 10-K. This Form 10-K contains
forward-looking statements that contain risks and uncertainties. See
"Forward-Looking Statements" on page one.
RISKS RELATED TO OUR BUSINESS
THE LOSS OF EVEN ONE SIGNIFICANT CLIENT OR ANY SIGNIFICANT REDUCTION IN
THE USE OF OUR SERVICES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We derive a significant portion of our revenues from large-scale
engagements for a limited number of clients. Most of these relationships,
including that with our largest client, are terminable by the client without
9
penalty on 90 days prior written notice. Our relationships with our second and
third largest clients are terminable without prior notice. The loss of any major
client or any significant reduction in the use of our services could
dramatically reduce our revenues. For 2000, our three largest clients, American
Express, General Motors and Morgan Stanley, collectively accounted for
approximately 43% of our revenues, and our largest client, American Express,
accounted for approximately 19% of our revenues. The loss of any of these
clients or any significant reduction in the use of our services could
significantly reduce our revenue and have a negative impact on our operating
results and reputation in our market.
OUR FAILURE TO MEET OUR CLIENTS' EXPECTATIONS COULD RESULT IN NEGATIVE
PUBLICITY AND LOSSES AND COULD SUBJECT US TO LIABILITY FOR THE SERVICES WE
PROVIDE
The average dollar amount of our client engagements has grown
significantly while the time frame for delivering our services has generally
decreased. As clients have dedicated more money and resources to our engagements
with them, their expectations have also increased. As our client engagements
become larger and more complex and are required to be completed in a shorter
time frame, we face increased management challenges and greater risk of
mistakes. Many of the services we provide are critical to the operations of our
clients' businesses. Any failure on our part to deliver these services in
accordance with our clients' expectations could result in:
o additional expenditures to correct the problem;
o adverse client reactions;
o negative publicity;
o delayed or lost client revenues; and
o claims against us.
While our agreements with clients often limit our liability to damages
arising from our rendering of services, we cannot assure you that these
provisions will be enforceable in all instances or would otherwise protect us
from liability. Although we carry general liability insurance coverage, our
insurance may not cover all potential claims to which we are exposed or may not
be adequate to indemnify us for all liability that may be imposed.
FAILURE TO MANAGE OUR GROWTH MAY IMPACT OUR OPERATING RESULTS
We expect to continue to rapidly grow our business. The expansion of
our business and customer base has placed, and will continue to place, increased
demands on our management, operating systems, internal controls and financial
and physical resources. If not managed effectively, these increased demands may
adversely affect the services we provide to our existing clients. In addition,
our personnel, systems, procedures and controls may be inadequate to support our
future operations. Consequently, in order to manage our growth effectively, we
may be required to increase expenditures to expand, train and manage our
employee base, improve our management, financial and information systems and
controls, or make other capital expenditures. Our results of operations and
financial condition could be harmed if we encounter difficulties in effectively
managing the budgeting, forecasting and other process control issues presented
by rapid expansion.
IF WE ARE NOT SUCCESSFUL IN CREATING A WORLDWIDE NETWORK OF OFFICES, WE
MAY JEOPARDIZE OUR RELATIONSHIPS WITH EXISTING CLIENTS AND LIMIT OUR ABILITY TO
ATTRACT NEW CLIENTS
Increasingly, our clients are insisting that their customer solution
service providers be able to handle assignments on a worldwide basis. Failure to
grow and scale a worldwide network of offices may jeopardize our existing client
relationships and limit our ability to attract new clients. Currently, we
possess London, Brussels, Hong Kong and Miami offices to serve the European,
Asian and Latin American markets. In addition, we also need to deepen and
broaden our expertise in dealing with worldwide assignments by hiring more
senior executives with multi-national technology, marketing and customer
relationship management expertise.
10
AN ECONOMIC RECESSION OR DOWNTURN IN THE UNITED STATES OR ABROAD MAY
RESULT IN A REDUCTION IN OUR REVENUES AND OPERATING RESULTS
Our ability to succeed depends on the continued investment of our
current and future clients in the services we offer. An economic recession or
downturn in the United States or abroad may cause some of our current and future
clients to reduce or eliminate their budgets for our services. Furthermore, the
reduction in client budgets may intensify competition and further increase
pressure for us to reduce the fees we charge our clients. An economic recession
or downturn in the United States or abroad may have a material adverse effect on
our business, financial condition and results of operations.
FLUCTUATIONS IN OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY LEAD
TO REDUCED PRICES FOR OUR STOCK
Our quarterly revenues and operating results are volatile. We believe
that period-to-period comparisons of our operating results are not necessarily
meaningful. These comparisons cannot be relied upon as indicators of future
performance. However, if our operating results in any future period fall below
the expectations of securities analysts and investors, the market price of our
securities would likely decline.
Factors that may cause our quarterly results to fluctuate in the future
include the following:
o variability in market demand for our services;
o timing and amount of client bonus payments;
o length of the sales cycle associated with our service offerings;
o unanticipated variations in the size, budget, number or progress
toward completion of our engagements;
o unanticipated termination of a major engagement, a client's decision
not to proceed with an engagement we anticipated or the completion or
delay during a quarter of several major client engagements;
o efficiency with which we utilize our employees, including our ability
to transition employees from completed engagements to new engagements;
o our ability to manage our operating costs, a large portion of which
are fixed in advance of any particular quarter;
o changes in pricing policies by us or our competitors;
o timing and cost of new office expansions;
o our ability to manage future growth; and
o costs of attracting and training skilled personnel.
Some of these factors are within our control while others are outside of our
control.
OUR PLANNED INTERNATIONAL OPERATIONS MAY BE EXPENSIVE AND MAY
NOT SUCCEED
We have expanded and expect to continue to expand our international
operations. We have limited experience in marketing, selling and supporting our
services outside of North America and the United Kingdom. Development of such
skills may be more difficult or take longer than we anticipate, especially due
to language barriers, cultural differences, currency exchange risks and the fact
that the Internet infrastructure in foreign countries
11
may be less advanced than in the United States. In addition, we will have to
attract and retain experienced management and employees, and we may be unable to
do so. Moreover, international operations are subject to a variety of additional
risks that could seriously harm our financial condition and operating results.
These risks include the following:
o the impact of recessions in economies outside the United States;
o political and economic instability;
o potentially adverse tax consequences;
o reduced protection for intellectual property rights in some countries;
o longer payment cycles and problems in collecting accounts receivable;
o the burden and expense of complying with foreign laws and regulations;
o currency issues, including fluctuations in currency exchange rates;
o the conversion to the euro by all countries of the European Union by
year end 2003;
o tariffs, trade barriers and other import and export restrictions
including restrictions on the import and export of sensitive
technologies; and
o seasonal reductions in business activity in parts of the world, such
as during the summer months in Europe.
WE MUST MAINTAIN OUR REPUTATION AND EXPAND OUR NAME RECOGNITION TO
REMAIN COMPETITIVE
We believe that establishing and maintaining name recognition and a
good reputation is critical to attracting and expanding our targeted client base
as well as attracting and retaining qualified employees. We also believe that
the importance of reputation and name recognition will increase due to the
growing number of services providers in our industry. If our reputation is
damaged or if we are unable to establish name recognition, we may become less
competitive or lose our market share. In addition, our name could be associated
with any business difficulties of our clients. As a result, the difficulties or
failure of one of our clients could damage our reputation and name and make it
difficult for us to compete for new business.
WE DEPEND ON OUR KEY PERSONNEL, AND THE LOSS OF THEIR SERVICES MAY
ADVERSELY AFFECT OUR BUSINESS
We believe that our success will depend on the continued employment of
our senior management team and other key personnel, including David Kenny and
Michael Ward. This dependence is particularly important to our business because
personal relationships are a critical element of obtaining and maintaining
client engagements. In addition, if any of our key personnel join a competitor
or form a competing company, some of our clients might choose to use the
services of that competitor or those of a new company instead of our own.
Furthermore, other companies seeking to develop in-house business capabilities
may hire away some of our key personnel.
OUR BUSINESS WILL BE NEGATIVELY AFFECTED IF WE DO NOT KEEP UP WITH
RAPID TECHNOLOGICAL CHANGES, EVOLVING INDUSTRY STANDARDS AND CHANGING CLIENT
REQUIREMENTS
Our industry is characterized by rapidly changing technology, evolving
industry standards and changing client needs. Accordingly, our future success
will depend, in part, on our ability to meet these challenges in a timely and
cost-effective manner. Among the most important challenges facing us is the need
to:
o effectively use leading technologies;
12
o continue to develop our strategic and technical expertise;
o influence and respond to emerging industry standards and other
technological changes;
o enhance our current service offerings; and
o develop new services that meet changing customer needs.
OUR SUCCESS DEPENDS ON INCREASED ADOPTION OF NEW TECHNOLOGIES AS A
MEANS OF CONDUCTING BUSINESS
Our future success depends heavily on the acceptance and use of new
technologies as a means for conducting business. If e-commerce does not continue
to grow, or grows more slowly than expected, our growth would decline and our
business would be seriously harmed. Customers and businesses may reject
e-commerce for a number of reasons, including:
o inadequate network infrastructure;
o delays in the development of enabling technologies and performance
improvements;
o delays in the development of security and authentication technology
necessary to effect secure transmission of confidential information;
and
o failure of companies to meet their customers' expectations in
delivering goods and services via e-commerce.
OUR INDUSTRY IS HIGHLY COMPETITIVE AND HAS LOW BARRIERS TO ENTRY; IF WE
CANNOT EFFECTIVELY COMPETE, OUR REVENUE MAY DECLINE
Our industry is relatively new and intensely competitive. We expect
competition to intensify even further as our industry evolves. Some of our
competitors have more clients, greater brand or name recognition and greater
financial, technical, marketing and public relations resources than we do. As a
result, our competitors may be in a stronger position to respond quickly to new
or emerging technologies and changes in client requirements. They may also
develop and promote their products and services more effectively than we do.
There are relatively low barriers to entry into our industry. In
addition, we have no patented technology and limited other proprietary rights
that would preclude or inhibit competitors from providing services similar to
ours. As a result, new and unknown market entrants pose a threat to our
business.
Current or future competitors may also develop or offer services that
are comparable or superior to ours at a lower price, which could affect our
ability to retain existing clients and attract new clients. In addition, current
and potential competitors have established or may establish corporate
relationships among themselves or other third parties to increase their ability
to address customer needs. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire significant market
share. We cannot assure you that we will be able to continue to compete
successfully with our existing competitors or any new competitors.
ACTUAL AND PERCEIVED CONFLICTS OF INTEREST MAY RESTRICT US IN OBTAINING
NEW CLIENTS
Actual and perceived conflicts of interest are inherent in our
industry. We sometimes decline to accept potential clients because of actual or
perceived conflicts of interest with our existing clients. In addition,
potential clients may choose not to retain us for reasons of actual or perceived
conflicts of interest. Many of our clients compete in industries where only a
limited number of companies gain meaningful market share. As a result, if we
decide not to perform services for a particular client's competitors, or if
potential clients choose not to retain us because of actual or perceived
conflicts and our client fails to capture a significant portion of its market,
we are unlikely to receive future revenue in that particular industry.
13
POTENTIAL FUTURE ACQUISITIONS COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR BUSINESS, ADVERSELY AFFECT OUR OPERATING RESULTS AND DILUTE SHAREHOLDER
VALUE
We may acquire other businesses in the future, which may complicate our
management tasks. We may need to integrate widely dispersed operations with
distinct corporate cultures. Our failure to do so could result in our inability
to retain the management, key personnel, employees and clients of the acquired
business. Such integration efforts also may distract our management from
servicing existing clients. Our failure to manage future acquisitions
successfully could seriously harm our operating results. Also, acquisition costs
could cause our quarterly operating results to vary significantly. Furthermore,
our shareholders could be diluted if we finance the acquisitions by issuing
equity securities.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL, WHICH MAY NOT BE AVAILABLE TO
US, AND WHICH MAY DILUTE THE OWNERSHIP INTERESTS OF CURRENT INVESTORS
We may need to raise additional funds to meet our working capital and
capital expenditure needs and to otherwise support our business and implement
our strategy. We cannot be certain that we will be able to obtain additional
financing on favorable terms or at all. If we need additional capital and cannot
raise it on acceptable terms, we may not be able to:
o open new offices;
o create additional market-specific business units;
o enhance our infrastructure;
o hire, train and retain employees;
o keep up with technological advances;
o respond to competitive pressures or unanticipated requirements; or
o pursue acquisition opportunities.
Our failure to do any of these things could restrict our growth, hinder our
ability to compete and seriously harm our financial condition. Additionally,
if we are able to raise additional funds through equity financings, the
ownership interest of our stockholders will be diluted.
WE HAVE A HISTORY OF REPORTED NET LOSSES AND THERE CAN BE NO ASSURANCE
THAT WE WILL SOON REPORT NET INCOME
We have experienced substantial net losses for the three years ended
December 31, 2000. These losses have been attributable to charges for
stock-based compensation and the amortization of intangible assets. We expect to
continue to report large charges for these items over the next five years under
current accounting standards. Our anticipated revenue growth may not compensate
for these charges and we may not achieve profitability during this time period.
RISKS RELATED TO THE SECURITIES MARKETS
OUR STOCK PRICE HAS BEEN AND IS LIKELY TO CONTINUE TO BE VOLATILE AND
MAY RESULT IN SUBSTANTIAL LOSSES FOR INVESTORS
The market price of our common stock has been and is likely to continue
to be highly volatile. Since we completed our initial public offering in March
2000, the market price for our common stock has been as high as $40.00 per share
and as low as $3.06 per share. Additionally, the stock market in general, and
the market for Internet-related stocks in particular, has been highly volatile
and has been characterized by significant decreases in
14
market prices during the latter portion of 2000. This volatility often has been
unrelated to the operating performance of particular companies.
In addition, the trading price of our common stock could be subject to
wide fluctuations in response to:
o our perceived prospects;
o variations in our operating results and our achievement of key
business targets;
o changes in securities analysts' recommendations or earnings estimates;
o differences between our reported results and those expected by
investors and securities analysts;
o announcements of new contracts or service offerings by us or our
competitors;
o market reaction to any acquisitions, joint ventures or strategic
investments announced by us or our competitors; and
o general economic or stock market conditions unrelated to our operating
performance.
In the past, securities class action litigation has often been
instituted against companies following periods of volatility in the market price
of their securities. This type of litigation could result in substantial costs
and a diversion of management attention and resources.
CONCENTRATION OF OWNERSHIP MAY LIMIT YOUR ABILITY TO INFLUENCE
CORPORATE MATTERS
As of March 22, 2001, our executive officers, directors and 10%
shareholders collectively owned approximately 70.6% of the outstanding shares of
our common stock. These shareholders have the power to control the election of
our directors, and the approval of any other action requiring the approval of
our shareholders, including any amendments to our certificate of incorporation
and mergers or sales of all or substantially all of our assets. In addition,
without the consent of these shareholders, we cannot enter into transactions
that could be beneficial to us or our other shareholders. Also, third parties
could be discouraged from making a tender offer or bid to acquire Digitas at a
price per share that is above the then-current market price.
RISKS RELATED TO LEGAL UNCERTAINTY
WE MAY BE SUBJECT TO LAWSUITS AS A RESULT OF OUR ATTEMPTS TO HIRE
QUALIFIED PEOPLE
Some companies have adopted a strategy of suing or threatening to sue
former employees and their new employers. As we hire new employees from our
current or potential competitors we may become a party to one or more lawsuits
involving the former employment of one of our employees. Any future litigation
against us or our employees, regardless of the outcome, may result in
substantial costs and expenses to us and may divert management's attention away
from the operation of our business.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY AND PROPRIETARY
RIGHTS
We cannot guarantee that the steps we have taken to protect our
proprietary rights will be adequate to deter misappropriation of our
intellectual property. In addition, we may not be able to detect unauthorized
use of our intellectual property and take appropriate steps to enforce our
rights. If third parties infringe or misappropriate our trade secrets,
copyrights, trademarks or other proprietary information, our business could be
seriously harmed. In addition, although we believe that our proprietary rights
do not infringe on the intellectual property rights of others, other parties may
assert infringement claims against us or claim that we have violated their
intellectual property rights. Such claims, even if not true, could result in
significant legal and other costs and may be a distraction to management. If any
party asserts a claim against us relating to proprietary technology or
information, we may need
15
to obtain licenses to the disputed intellectual property. We cannot assure you,
however, that we will be able to obtain any licenses at all. In addition,
protection of intellectual property in many foreign countries is weaker and less
reliable than in the United States so, as our business expands into foreign
countries, risks associated with protecting our intellectual property will
increase.
CHANGES IN GOVERNMENT REGULATION OF THE INTERNET AND OTHER EMERGING
TECHNOLOGIES COULD ADVERSELY AFFECT OUR BUSINESS
To date, government regulations have not materially restricted the use
of the Internet and other emerging technologies by our clients in their markets.
However, the legal and regulatory environment that pertains to such technologies
may change. New laws and regulations, or new interpretations of existing laws
and regulations, could impact us directly or indirectly by preventing our
clients from delivering products or services over technology-based distribution
channels. New state, federal and foreign laws and regulations may be adopted
regarding any of the following issues:
o user privacy;
o the pricing and taxation of goods and services offered over the
Internet;
o the content of Web sites;
o consumer protection; and
o the characteristics and quality of products and services offered.
Any new legislation could inhibit the increased use of the Internet and emerging
technologies as commercial mediums which in turn would decrease the demand for
our services and have a material adverse effect on our future operating
performance.
WE MAY BECOME SUBJECT TO CLAIMS REGARDING FOREIGN LAWS AND REGULATIONS
THAT COULD SUBJECT US TO INCREASED EXPENSES
Because we plan to expand our international operations and because many
of our current clients have international operations, we may be subject to the
laws of foreign jurisdictions for violations of their laws. These laws may
change, or new, more restrictive laws may be enacted in the future.
International litigation is often expensive and time-consuming and
could distract our management's attention away from the operation of our
business.
PROVISIONS OF DELAWARE LAW AND OF OUR CHARTER AND BY-LAWS MAY MAKE A
TAKEOVER MORE DIFFICULT
Provisions in our certificate of incorporation and by-laws and in the
Delaware corporate law may make it difficult and expensive for a third party to
pursue a tender offer, change in control or takeover attempt which is opposed by
our management and board of directors. Public shareholders who might desire to
participate in such a transaction may not have an opportunity to do so. In our
certificate of incorporation we also have a staggered board of directors which
makes it difficult for shareholders to change the composition of the board of
directors in any one year. These anti-takeover provisions could substantially
impede the ability of public shareholders to benefit from a change in control or
change our management and board of directors.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements and supplementary data are contained on the pages
indicated on the Index to Financial Statements on page F-1 of this Report.
16
ITEM 8A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company does not believe that there is any material risk exposure
with respect to derivative or other financial instruments that would require
disclosure under this item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 27, 1999, PricewaterhouseCoopers LLP resigned as our
independent accountants. The report of PricewaterhouseCoopers LLP on the
combined financial statements for the year ended December 31, 1998 contained
no adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principle. In connection with
its audits for the year ended December 31, 1998 and through December 27,
1999, there have been no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of PricewaterhouseCoopers LLP would have caused them to make
reference thereto in their report on the combined financial statements for
such year. We engaged Arthur Andersen LLP as our principal accountants on
January 7, 2000.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
(a) DIRECTORS
Incorporated herein by reference is the information appearing under the
caption "Information Concerning Directors" in the Digitas definitive Proxy
Statement for its 2001 Annual Meeting of Stockholders.
(b) EXECUTIVE OFFICERS
Incorporated herein by reference is the information appearing under the
caption "Executive Officers" in the Digitas definitive Proxy Statement for its
2001 Annual Meeting of Stockholders.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated herein by reference is the information appearing the
caption "Executive Compensation" in the Digitas definitive Proxy Statement for
its 2001 Annual Meeting of Stockholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Incorporated herein by reference is the information appearing under
the caption "Security Ownership of Executive Officers and Directors" in the
Digitas definitive Proxy Statement for its 2001 Annual Meeting of
Stockholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Incorporated herein by reference is the information appearing under the
caption "Certain Relationships and Related Transactions" in the Digitas
definitive Proxy Statement for its 2001 Annual Meeting of Stockholders
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
14(a)(1) FINANCIAL STATEMENTS
The financial statements and notes are listed in the Index to Financial
Statements on page F-1 of this report.
14(a)(2) FINANCIAL STATEMENT SCHEDULES
The following are contained in this annual report on Form 10-K
immediately following the Notes to Financial Statements:
o Reports of Independent Public Accountants
17
o Schedule II: Valuation and Qualifying Accounts
Schedules not listed above are omitted because they are not required or
because the required information is given in the Consolidated Financial
Statements or Notes thereto.
14(a)(3) EXHIBITS
Exhibits are as set forth in the "Index to Exhibits" which follows
the Notes to Financial Statements.
14(b) REPORTS ON FORM 8-K
None.
18
DIGITAS
INDEX TO FINANCIAL STATEMENTS
PAGE
Reports of Independent Public Accountants .......................................................... F-2
Balance Sheet at December 31, 2000 and 1999......................................................... F-4
Statement of Operations of the Company for the years ended December 31, 2000 and 1999 and of the
Predecessor (combined) for the year ended December 31, 1998 ..................................... F-5
Statement of Shareholders' Equity (Deficit) of the Company for the years ended December 31, 2000 and
1999 and of the Predecessor (combined) for the year ended December 31, 1998 ..................... F-6
Statement of Cash Flows of the Company for the years ended December 31, 2000 and 1999 and of the
Predecessor (combined) for the year ended December 31, 1998 ..................................... F-7
Notes to Financial Statements ...................................................................... F-8
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Digitas Inc.:
We have audited the accompanying balance sheet of Digitas, formerly
known as Bronner Slosberg Humphrey Co. (a Masssachusetts Business Trust), as
of December 31, 2000 and 1999 and the related statements of operations,
shareholders' equity (deficit) and cash flows for the years then ended. 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 in accordance with auditing standards
generally accepted in the United States. 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
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Digitas as of
December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
/s/ Arthur Andersen LLP
Boston, Massachusetts
January 31, 2001
F-2
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Stockholders of
Bronner Slosberg Humphrey Co. and
Strategic Interactive Group, Co.
In our opinion, the combined statement of operations, of
stockholders' equity (deficit) and of cash flows for the year ended December
31, 1998 (appearing on pages F-5 through F-7 of this Digitas Inc. 2000 Annual
Report on Form 10-K) present fairly, in all material respects, the combined
results of operations and combined cash flows of Bronner Slosberg Humphrey
Co. and Strategic Interactive Group, Co. for the year ended December 31,
1998, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility
of 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. We have not audited
the financial statements of Digitas Inc. for any period subsequent to
December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
March 15, 1999
F-3
DIGITAS
BALANCE SHEET
(DOLLARS IN THOUSANDS)
DECEMBER 31, DECEMBER 31,
2000 1999
------------- --------------
ASSETS
Current assets:
Cash and cash equivalents................................................ $ 49,857 $ 441
Accounts receivable, net of allowance for doubtful accounts of $1,419 and
$1,053 at December 31, 2000 and 1999, respectively....................... 66,439 40,296
Accounts receivable, unbilled............................................ 36,174 25,521
Other current assets..................................................... 1,643 1,999
---------- ----------
Total current assets................................................... 154,113 68,257
Fixed assets, net........................................................ 43,567 20,237
Intangible assets, net................................................... 125,485 162,172
Other assets............................................................. 8,590 2,223
---------- ----------
Total assets........................................................... $ 331,755 $ 252,889
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable......................................................... $ 12,110 $ 15,352
Current portion of long-term debt........................................ 209 7,530
Billings in excess of cost and estimated earnings on uncompleted
contracts................................................................ 32,233 17,761
Accrued expenses......................................................... 18,300 12,717
Accrued compensation..................................................... 16,849 16,369
Capital lease obligations................................................ 619 398
---------- ----------
Total current liabilities.............................................. 80,320 70,127
Long-term debt, less current portion........................................ 1,048 62,422
Capital lease obligation, long-term portion................................. 899 456
Other long-term liabilities................................................. 31 48
---------- ----------
Total liabilities...................................................... 82,298 133,053
Commitments (Note 15)
Shareholders' equity:
Preferred shares, $.01 par value per share; 25,000,000 shares authorized and
none issued and outstanding at December 31, 2000 ........................ -
Common shares, no par value per share, 50,703,479 shares authorized, issued and
outstanding at December 31, 1999 ........................................
Common shares, $.01 par value per share, 175,000,000 shares authorized and
58,077,801 shares issued and outstanding at December 31, 2000............ 581 -
Additional paid-in capital.................................................. 360,175 208,153
Accumulated deficit......................................................... (63,254) (40,028)
Deferred compensation....................................................... (48,045) (48,289)
---------- ----------
Total shareholders' equity............................................. 249,457 119,836
---------- ----------
Total liabilities and shareholders' equity............................. $ 331,755 $ 252,889
========== ==========
The accompanying notes are an integral part of these
financial statements.
F-4
DIGITAS
STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
PREDECESSOR
COMPANY (COMBINED)
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------- --------------
2000 1999 1998
-------------- ----------- --------------
Revenue......................................................... $ 288,154 $187,007 $ 122,309
Operating expenses:
Professional services costs.................................. 158,607 102,247 65,696
Selling, general and administrative expenses................. 99,366 67,048 48,485
Stock-based compensation..................................... 14,796 10,743 25,820
Amortization of intangible assets............................ 36,687 36,688 -
--------- -------- -------
Total operating expenses................................... 309,456 216,726 140,001
--------- ------- -------
Loss from operations (21,302) (29,719) (17,692)
Other income (expense):
Interest income.............................................. 2,786 55 21
Interest expense............................................. (1,871) (7,336) (2,719)
Realized gain on investment.................................. 447 - -
Loss on disposal of fixed assets............................. (133) - -
Other miscellaneous income................................... 116 - -
--------- -------- -----------
Loss before provision for income taxes.......................... (19,957) (37,000) (20,390)
Benefit from (provision for) income taxes....................... (1,616) (567) 1,439
--------- -------- -----------
Loss from continuing operations................................. (21,573) (37,567) (18,951)
Extraordinary loss relating to early extinguishment of debt
(net of tax benefit of $175)................................. (1,653) - -
--------- -------- -----------
Net loss........................................................ $ (23,226) $(37,567) $ (18,951)
========= ======== ===========
Net loss per share (Note 2)- basic and diluted
Loss from continuing operations.............................. $ (0.38) $ (0.74)
Extraordinary loss........................................... (0.03) -
--------- ---------
Net loss .................................................... $ (0.41) $ (0.74)
========= =========
Weighted average common shares outstanding (Note 2)
Basic and diluted............................................ 56,230 50,703
========= ========
The accompanying notes are an integral part of these
financial statements.
F-5
DIGITAS
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS, EXCEPT SHARE DATA)
INTEREST
NOTES ON TOTAL
COMMON STOCK ADDITIONAL RECEIVABLE SHARE TREASURY STOCK SHAREHOLDERS'
------------ PAID-IN FROM HOLDERS' DEFERRED ACCUMULATED -------------- EQUITY
SHARES AMOUNT CAPITAL SHAREHOLDERS NOTES COMPENSATION DEFICIT SHARES AMOUNT (DEFICIT)
------ ------ ------- ------------ ------- ------------ ----------- ------ ------ ------------
PREDECESSOR (COMBINED)
Balance at December
31, 1997........... 49,317,942 $ 2 $3,435 $(1,065) $(366) $ - $(8,655) 8,105,893 $(3,182) $(9,831)
Offset of note
receivable
from shareholder
against note
payable
from another
shareholder.... 1,065 272 1,337
Distribution to
shareholders'.. (315) (315)
Net loss............. (18,951) (18,951)
---------- ---- ------ ------- ------- ------- --------- --------- ------- --------
Balance at December
31, 1998........... 49,317,942 $ 2 $3,435 $ - $ (94) $ - $(27,921) 8,105,893 $(3,182 $(27,760)
========== ==== ====== ======= ======= ======= ========= ========= ======= ========
COMPANY
Balance at January
1, 1999............ - $ - $ - $ - $ - $ - $ - - $ - $ -
Issuance of common
stock
in connection with
recapitalization 50,086,487 152,148 152,148
Repurchase of stock
options and
warrants........... (2,566) (2,566)
Exercise of stock
options............ 118,448 151 151
Deferred stock-based
compensation....... 55,593 (55,593) -
Distribution to
shareholders....... (2,461) (2,461)
Stock-based
compensation.. 3,029 5,846 8,875
Cancellation of
stock option....... (1,458) 1,458 -
Issuance of
common stock....... 498,544 1,256 1,256
Net loss............. (37,567) (37,567)
---------- ---- ------ ------- ------- ------- --------- --------- ------- --------
Balance at December
31, 1999........... 50,703,479 - 208,153 - - (48,289) (40,028) - - 119,836
Exercise of
stock
options............ 1,015,330 10 1,082 1,092
Deferred
stock-based
compensation....... 22,519 (22,519) -
Stock-based
compensation....... 14,796 14,796
Cancellation of
stock options. (7,967) 7,967 -
Issuance of common
stock net of
issuance costs..... 6,358,992 571 136,388 136,959
Net loss........ (23,226) (23,226)
---------- ---- ------ ------- ------- ------- --------- --------- ------- --------
Balance at December
31, 2000........... 58,077,801 $581 $360,175 $ - $ - $(48,045) $(63,254) - $ - $249,457
========== ==== ====== ======= ======= ======= ========= ========= ======= ========
F-6
DIGITAS
STATEMENT OF CASH FLOWS
(IN THOUSANDS)
PREDECESSOR
COMPANY (COMBINED)
------- ----------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------- ------------
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net loss....................................... $(23,226) $(37,567) $(18,951)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization.................... 46,551 43,865 4,645
Loss on disposal of fixed assets................. 133 74 67
Stock-based compensation......................... 14,796 8,875 22,762
Provision for doubtful accounts.................. 609 1,137 216
Deferred income taxes............................ - - (1,628)
Extraordinary loss............................... 1,653 - -
Changes in operating assets and liabilities:.....
Accounts receivable............................ (26,752) (17,651) (7,786)
Accounts receivable, unbilled.................. (10,653) (10,371) (1,257)
Other current assets........................... 356 (494) 133
Other assets................................... (1,638) (282) (1,836)
Accounts payable............................... (3,242) 5,503 (3,461)
Billings in excess of costs and estimated
earnings on uncompleted contracts.............. 14,472 7,244 3,441
Accrued expenses............................... 1,210 9,519 3,681
Accrued compensation........................... 2,801 4,563 8,138
Other long-term liabilities.................... (17) - 48
-------- -------- --------
Net cash provided by operating activities........ 17,053 14,415 8,212
-------- -------- --------
Cash flows from investing activities:
Purchase of fixed assets....................... (32,695) (8,525) (6,329)
Business acquired net of cash.................. - (65,200) -
-------- -------- --------
Net cash used in investing activities.......... (32,695) (73,725) (6,329)
-------- -------- --------
Cash flows from financing activities:
Principal payments under capital lease obligations (511) (306) (611)
Net proceeds from line of credit, bank......... - - 2,345
Proceeds from note payable, bank, net of debt
issuance costs................................ - 70,558 5,000
Proceeds from notes payable, shareholders...... - - 3,000
Proceeds from sale leaseback................... 645 - -
Payment of note payable, tenant allowances..... (190) (158) (155)
Payment of notes payable, bank................. (68,505) (4,893) (8,750)
Payment of notes payable, shareholders......... (4,432) - (4,228)
Distributions to shareholders.................. - (2,461) (315)
Repurchase of stock options and warrants....... - (4,433) -
Proceeds from issuance of common stock........ 138,051 1,407 -
-------- -------- --------
Net cash provided by (used in) financing activities 65,058 59,714 (3,714)
-------- -------- --------
Net increase (decrease) in cash and cash equivalents 49,416 404 (1,831)
Cash and cash equivalents, beginning of period... 441 37 1,868
-------- -------- --------
Cash and cash equivalents, end of period......... $ 49,857 $ 441 $ 37
-------- -------- --------
Supplemental disclosure of cash flow information:
Cash paid for taxes............................ $ 1,351 $ 1,011 $ 230
Cash paid for interest......................... 1,906 6,781 2,034
Supplemental disclosure of noncash investing and
financing activities:
Issuance of notes payable to shareholders (Note 6) $ 4,432 $ - $ -
Change in par value of common stock (Note 7)... 507 - -
Assets acquired under capital lease obligations 530 606 594
Assignment of notes receivable................. - - 1,065
Interest accrued on notes receivable assignment - - 272
The accompanying notes are an integral part of these
financial statements.
F-7
DIGITAS
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS
BASIS OF PRESENTATION
Bronner Slosberg Humphrey Inc. was incorporated in Massachusetts in
1980 as a Subchapter S corporation. Strategic Interactive Group, Inc. was
incorporated in Massachusetts in 1995 as a Subchapter S corporation. Through
December 31, 1998, certain shareholders of Bronner Slosberg Humphrey Inc.
("BSH") owned a majority of the outstanding shares of Strategic Interactive
Group, Inc. ("SIG"). Accordingly, financial statements of the two entities are
combined for 1998 and are referred to herein as the "Predecessor".
On November 5, 1998, BSH and SIG completed transactions in which each
company was reorganized into a Massachusetts business trust (each a "Trust" and
together the "Trusts") with a wholly-owned limited liability company ("LLC")
subsidiary. After formation of the Trusts and LLCs, the two companies were
merged with and into Bronner Slosberg Humphrey, LLC and Strategic Interactive
Group, LLC, respectively, with each shareholder of the original S corporations
receiving as consideration an equivalent number of beneficial common shares in
the Trusts as the shareholders held in the S corporations prior to the mergers.
The reorganization of the companies into Trusts and subsidiary LLCs has been
accounted for at historical cost as a combination of entities under common
control.
Effective January 1, 1999, the Predecessor completed a transaction with
a private equity investor and the existing shareholders (the
"Recapitalization"). Under the terms of the Recapitalization, the private equity
investor acquired a certain number of shares directly from the existing
shareholders for $102.0 million. In addition the Company borrowed $70.6 million
from a bank. Of the borrowings; $32.7 million was used to repurchase stock,
stock options and stock rights; $27.4 million was used to repay outstanding
debt, accrued interest and other existing obligations of the Company at the date
of the Recapitalization; $5.1 million was used to pay acquisition costs; and
$5.4 million was used for general working capital purposes. On the date
following the close of the Recapitalization, SIG effectively merged into Bronner
Slosberg Humphrey Co. Bronner Slosberg Humphrey Co. serves as the ultimate
parent of Digitas, LLC, the Delaware limited liability company through which the
business is operated. Substantially all of the stock options and stock
appreciation rights of the Predecessor were replaced with stock options in
Bronner Slosberg Humphrey Co. with equivalent in-the-money value which existed
at the date of Recapitalization. The Recapitalization was accounted for as a
purchase as described in Note 3. On December 22, 1999, Digitas Inc., a Delaware
corporation was formed to ultimately hold the ownership interests of Bronner
Slosberg Humphrey Co. and Digitas, LLC after completing a reorganization to
become the sole shareholder of the Trust. The "Company" refers to Digitas, LLC
prior to this reorganization and Digitas Inc. thereafter. A United Kingdom
subsidiary was formed in late 1998 and is included in the financial statements
of the Predecessor and the Company subsequent to that date.
The financial statements of the Company and the Predecessor are not
comparable in certain respects due to the application of purchase accounting as
of the date of the recapitalization. The Predecessor's combined financial
statements represent the historical basis of financial position, results of
operations and cash flows for the periods presented. The financial information
of the Predecessor presented herein does not necessarily reflect what the
financial position and results of operations of the Company would have been had
it been recapitalized for all the periods and may not be indicative of future
operations or financial position.
OPERATIONS
Digitas is a marketing and technology company that helps its clients
manage their customer relationships one at a time. Digitas combines
best-of-breed capabilities in technology, marketing and customer relationship
management to enable Global 200 and other blue-chip companies to connect the
right message to the right customer through the right channel at the right time.
F-8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all highly liquid debt instruments
purchased with an original maturity of three months or less. Cash equivalents
are stated at cost plus accrued interest, which approximates market.
FIXED ASSETS
Fixed assets are recorded at cost. Expenditures for renewals and
improvements are capitalized. Repairs and maintenance are charged to operations
as incurred. Equipment held under capital leases is stated at the present value
of minimum lease payments at the inception of the lease and amortized using the
straight-line method over the lease term. Leasehold improvements are recorded
net of construction allowances provided by the landlord. Depreciation is
recorded on the straight-line basis over the estimated useful life of the
related assets, which are as follows:
Furniture and fixtures 5-7 years
Computer equipment and software 3-5 years
Capital leases Lesser of lease term or useful life
Leasehold improvements Lesser of lease term or useful life
INTANGIBLE ASSETS
Intangible assets consist of assembled workforce, favorable lease and
excess cost over fair value of net assets acquired ("goodwill") and are stated
at cost less accumulated amortization. Assembled workforce is the estimated cost
to replace the entire workforce in place at the purchase date, including
replacement costs consisting of costs to recruit, relocate and train a new
workforce. Favorable lease is the difference between the fair market value of a
new lease signed on the purchase date and the actual lease in existence.
Intangible assets are amortized on a straight-line basis over their estimated
future lives, which are as follows:
Assembled workforce 2 years
Favorable lease 6 years
Goodwill 7 years
INTERNAL USE SOFTWARE
American Institute of Certified Public Accountants ("AICPA") Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use," was adopted, effective January 1, 1999. The Company
capitalizes external costs related to software and implementation services in
connection with its internal use software systems.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets To Be Disposed Of," the Company evaluates the recoverability of the
carrying value of its long-lived assets and certain intangible assets based on
estimated undiscounted cash flows to be generated from each of such assets
compared to the original estimates used in measuring the assets. To the extent
impairment is identified, the Company reduces the carrying value of such
impaired assets to fair value based on estimated discounted future cash flows.
To date, the Company has not had any such impairments.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value of cash and cash equivalents, accounts receivable,
short-term debt and accounts payable approximate their carrying value due to the
immediate or short-term maturity of these financial instruments. The fair value
of long-term debt is based on the current rates offered to the Company for debt
instruments of similar risks and maturities and approximates its carrying value.
F-9
REVENUE RECOGNITION
Revenue pursuant to fixed-price contracts is recognized as services are
rendered on the percentage-of-completion method of accounting (based on the
ratio of costs incurred to total estimated costs). Revenue pursuant to time and
materials contracts is recognized as services are provided. Certain contracts
contain provisions for performance incentives. Such contingent revenue is
recognized in the period in which the contingency is resolved. Unbilled accounts
receivable on contracts is comprised of costs incurred plus estimated earnings
from revenue earned in advance of billings under the contract. Advance payments
are recorded as billings in excess of cost and earnings on uncompleted contracts
until the services are provided. Included in accounts receivable and unbilled
accounts receivable are reimbursable costs, which have been incurred on behalf
of the Company's clients. In accordance with the client agreements, there is no
markup on reimbursable costs and the client's approval is required prior to the
Company incurring them. Revenue does not include reimbursable costs.
Provisions for estimated losses on uncompleted contracts are made on a
contract-by-contract basis and are recognized in the period in which losses are
determined.
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements". This SAB provides additional guidance on the accounting for revenue
recognition, including both broad conceptual discussions as well as certain
industry-specific guidance. The guidance was effective for the fourth quarter of
fiscal 2000. The adoption of SAB No. 101 has not had a material impact on the
Company's results of operations.
PROFESSIONAL SERVICES COSTS
Professional services costs consist primarily of compensation and
benefits of the Company's employees engaged in the delivery of professional
services plus other nonreimbursable service costs.
RESEARCH AND DEVELOPMENT COSTS
Research and development costs are charged to operations as incurred.
To date, substantially all research and development activities have been
pursuant to customer contracts and have been expensed as professional services
costs.
NET INCOME PER SHARE
Basic and diluted earnings per share are computed in accordance with
SFAS No. 128, "Earnings per Share". SFAS No. 128 requires both basic earnings
per share, which is based on the weighted average number of common shares
outstanding, and diluted earnings per share, which is based on the weighted
average number of common shares outstanding and all dilutive potential common
equivalent shares outstanding. The dilutive effect of options is determined
under the treasury stock method using the average market price for the period.
Common equivalent shares are included in the per share calculations where the
effect of their inclusion would be dilutive.
Before the Recapitalization, the two predecessor companies were S
corporations and thus were not subject to federal income taxation. In addition,
because the two companies had different numbers of common shares outstanding
that bear no relationship to the current number of common shares outstanding,
net income (loss) per share has not been presented for periods before 1999.
DECEMBER 31,
----------------------------------
2000 1999
----------------------------------
Weighted average common shares outstanding 56,229,640 50,703,479
Dilutive effect of options and warrants using the treasury stock method - -
--------------- --------------
Diluted weighted average common shares outstanding 56,229,640 50,703,479
F-10
As of December 31, 2000 and 1999, 31,071,626 and 29,088,972 options and
warrants, respectively, were outstanding, but not included in the above
calculations as their effects would have been antidilutive.
INCOME TAXES
The Predecessor was taxed under the provisions of Subchapter S of the
Internal Revenue Code, whereby the corporate income is taxed to the individual
shareholders based on their proportionate share of the Company's taxable income.
Massachusetts taxes profits on S corporations with receipts exceeding
$6,000,000.
On November 5, 1998, the Predecessor reorganized resulting in its
conversion into a Massachusetts business trust, a reorganization which affects
the Massachusetts tax treatment of the Predecessor and the Company and its
shareholders that are residents of Massachusetts. The Predecessor and the
Company recorded a provision for Massachusetts taxes that reflects its change in
status during 1998.
Effective January 1, 1999, the Predecessor terminated its S corporation
election and is subject to corporate-level federal and certain additional state
income taxes.
The Company accounts for income taxes using the asset and liability
method in accordance with SFAS No. 109, "Accounting for Income Taxes". Under
SFAS No. 109, deferred tax assets and liabilities are recognized for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective income
tax bases for operating profit and tax liability carryforward. Deferred tax
assets and liabilities are measured using enacted tax rates for the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets or liabilities of a change in tax rates is
recognized in the period in which the tax change occurs.
STOCK-BASED COMPENSATION
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" (APB 25), and related interpretations are applied in
accounting for its employee stock option plans. The disclosure option of SFAS
No. 123, "Accounting for Stock-Based Compensation", which includes information
with respect to stock-based compensation determined under the "fair value"
method has been utilized in the accompanying financial statements.
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company's foreign subsidiary is the U.S.
dollar. Monetary assets and liabilities of the subsidiary are translated into
U.S. dollars at the exchange rate in effect at period-end and nonmonetary assets
and liabilities are remeasured at historic exchange rates. Income and expenses
are remeasured at the average exchange rate for the period. Translation gains
and losses are reflected in SG&A in the statement of operations. Translation
losses were approximately $129,000 and $158,000 for the years ended December 31,
2000 and 1999, respectively. There were no translation gains or losses for the
year ended December 31, 1998.
MANAGEMENT'S USE OF ESTIMATES
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
COMPREHENSIVE INCOME
Effective January 1, 1998, SFAS No. 130, "Reporting Comprehensive
Income", was adopted. This statement requires that all components of
comprehensive income be reported in the financial statements in the period in
which they are recognized. For each year reported, comprehensive income (loss)
under SFAS No. 130 was equivalent to the Company's net income (loss) reported in
the accompanying statement of operations.
F-11
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 requires that all derivative instruments be recorded on the balance sheet at
their fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is, the type
of hedge transaction. The Company will adopt SFAS No. 133 as required by SFAS
No. 137, "Deferral of the Effective Date of the FASB Statement No. 133", in
fiscal year 2001. The Company has determined that the adoption of SFAS No. 133
will not have a material impact on its financial position or results of
operations.
3. RECAPITALIZATION
The Recapitalization described in Note 1 has been accounted for under
the purchase method. Accordingly, the purchase price has been allocated to
tangible and intangible assets acquired and liabilities assumed based on their
respective fair values on the acquisition date based on an independent
appraisal.
Consideration and acquisition costs:
Cash paid for stock, options and stock rights $ 134,739
Fair value of stock and options exchanged 51,742
Acquisition costs 5,104
-----------
$ 191,585
===========
Allocation of purchase price:
Goodwill $ 171,726
Workforce-in-place 22,900
Favorable lease 4,234
Net liabilities acquired (7,275)
-----------
$ 191,585
===========
The following unaudited pro forma results of operations reflects the
combined results of operations of the Predecessor for the year ended December
31, 1998 as if the purchase had occurred on the first day of the period
presented. The unaudited pro forma information is not necessarily indicative of
the combined results that would have occurred had the purchase taken place on
the first day of the period presented, nor is it necessarily indicative of
results that may occur in the future.
YEAR ENDED
DECEMBER 31,
1998
------------
Revenue $ 122,309
Net loss (44,845)
F-12
4. FIXED ASSETS
Fixed assets consist of the following:
DECEMBER 31,
----------------------------
2000 1999
----------- ----------
Furniture and fixtures $ 15,344 $ 10,416
Computer equipment and software 34,208 22,025
Leasehold improvements 7,144 5,696
Capital leases 2,623 1,449
Construction in progress 12,046 -
----------- ----------
71,365 39,586
Less accumulated depreciation (27,798) (19,349)
----------- ----------
$ 43,567 $ 20,237
=========== ==========
Depreciation expense for the years ended December 31, 2000, 1999 and 1998 was
approximately $9,762,000, $6,795,000, and $4,645,000, respectively.
5. INTANGIBLE ASSETS
Intangible assets consist of the following:
DECEMBER 31,
----------------------------
2000 1999
----------- ----------
Assembled workforce $ 22,900 $ 22,900
Favorable lease 4,234 4,234
Goodwill 171,726 171,726
---------- ----------
198,860 198,860
Less accumulated amortization (73,375) (36,688)
---------- ----------
$ 125,485 $ 162,172
========== ==========
6. DEBT
Debt consists of the following:
DECEMBER 31,
----------------------------
2000 1999
----------- ----------
Notes payable, term loan $ - $ 68,505
Notes payable, tenant allowance 1,257 1,447
---------- ----------
1,257 69,952
Less current portion (209) (7,530)
---------- ----------
Total long-term debt $ 1,048 $ 62,422
========== ==========
CREDIT AGREEMENTS
On January 6, 1999, the Company entered into a credit agreement which
included a $73,399,000 term loan due December 31, 2004 and a $25,000,000
revolving credit facility expiring on December 31, 2004, of which up to
$15,000,000 could be used to support standby letters of credit.
At December 31, 1999, the Company had $68,505,000 of the $73,399,000
term loan outstanding. In addition, the Company had no cash borrowings under the
revolving credit and $10,289,000 outstanding standby letters of credit, leaving
$14,711,000 available for future borrowings at December 31, 1999.
F-13
The term loan was repayable through 2004. Upon the completion of the
initial public offering in March 2000, the Company repaid the entire $68,505,000
balance. An extraordinary loss of $1,653,000 (net of a tax benefit of $175,000)
was recognized upon the early retirement of the debt.
On July 25, 2000, the Company entered into a new credit agreement that
replaced the January 1999 credit agreement. The new agreement allows for a
revolving line of credit and standby letters of credit. Under the line of credit
terms, the maximum line is equal to $30 million less outstanding standby letters
of credit and expires on July 25, 2003. Amounts borrowed under the revolving
credit facility bear interest at either the prime rate or at a Eurocurrency rate
plus an applicable margin of 1.25% - 2.00%, depending on the Company's leverage
ratio. Additionally, the Company is required to pay a commitment fee of 0.125%
or 0.25% of the average daily unused amount of the revolving credit, depending
on the Company's leverage ratio. The credit facility contains certain
restrictive financial covenants, including a maximum leverage ratio, a minimum
EBITDA level and a minimum fixed charge coverage ratio.
At December 31, 2000, the Company had no borrowings under the revolving
credit and approximately $12.1 million outstanding standby letters of credit,
leaving $17.9 million available for future borrowings.
NOTES PAYABLE, TENANT ALLOWANCES
Since 1995, the Predecessor has received tenant allowances, which are
required to be reimbursed to the landlord through 2005. Interest expense
recognized in relation to these notes amounted to $136,000, $153,000, and
$169,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
NOTES PAYABLE, SHAREHOLDERS
In March 2000, the Company repaid a total of $4,432,000, $2,111,000 of
which was included in accrued expenses and $2,321,000 of which was included in
accrued compensation at December 31, 1999, to shareholders of the Company. Prior
to repayment, these amounts were converted to formal note payable agreements.
7. SHAREHOLDER'S EQUITY
COMMON STOCK
Under the Declaration of Trust of each of Bronner Slosberg Humphrey Co.
and Strategic Interactive Group Co., an unlimited amount of common shares were
authorized for no par value. All holders of common shares were entitled to one
vote per share and all dividends on common shares were to be distributed pro
rata, when and if declared by the Board of Directors.
On March 14, 2000, the Company successfully completed its initial
public offering of common stock. The Company sold 6,200,000 shares of common
stock in the initial public offering for approximately $148.8 million less
issuance costs of $14.1 million. Additionally, the par value of the Company's
common stock was changed to $0.01 per share.
STOCK SPLIT
On December 2, 1999, the Board of Directors approved a 30-for-1 stock
split of the Company's common stock. Share amounts have been restated to reflect
the split.
On February 10, 2000, the Board of Directors approved a 2-for-1 stock
split of the Company's common stock. All share and per share amounts have been
restated to reflect the split.
F-14
8. STOCK-BASED COMPENSATION
STOCK APPRECIATION RIGHTS
The Predecessor established a 1997 Stock Appreciation Right Plan (the
"BSH SAR Plan") which became effective on April 1, 1997 and a 1997 Stock
Appreciation Right Plan (the "SIG Plan" and, with the BSH Plan, the "SAR Plans")
which became effective August 1, 1997. Under the SAR Plans, certain key
employees are granted stock appreciation right units (each a "BSH SAR" or a "SIG
SAR" and collectively the "SARs") which vest in accordance with a vesting
schedule indicated on each SAR agreement. Participants are eligible for an
annual distribution for each SAR unit vested at the end of each year based on
the Predecessor's operating income after charges and reserves have been deducted
as determined by the Board. Additionally, the entities are obligated to pay each
participant the appreciation on the SARs upon the occurrence of a triggering
event, as defined in the SAR Plans. Account appreciation, as defined by the SAR
Plans, is the difference between the fair market value of each SAR less the base
value.
BSH issued 11,970,000 and 2,040,000 SAR units in 1997 and 1998,
respectively. SIG issued 10,200 SAR units in 1997 and 2,040 in 1998. Effective
January 1, 1999, there was a triggering event. In connection with the triggering
event, 6,570,000 of the 6,765,000 BSH SARs outstanding at that time were
converted on a one-for-one basis into options to purchase shares of beneficial
interest in Bronner Slosberg Humphrey Co. ("Trust Options"). In addition, the
remaining 195,000 BSH SARs outstanding at that time were redeemed for cash. For
the SIG SARs, each of the 5,100 SIG SARs outstanding at the time of the
triggering event were converted on a one-for-one basis effective January 1, 1999
into options to purchase shares of beneficial interest in Strategic Interactive
Group Co. These same options were then converted effective January 1, 2000 on an
approximately 29-for-1 basis into 148,060.80 Trust Options. In 1998, the
Predecessor did not award a SAR annual distribution due to the triggering event,
but issued bonuses in lieu of the SAR annual distribution in the amounts of
$3,058,000 for the year ended December 31, 1998. Predecessor recorded
compensation expense of $20,130,000 for SAR appreciation for the year ended
December 31, 1998.
STOCK OPTION PLANS
BSH established an informal Employee Stock Option Plan (the "Stock
Option Plan") in 1989. Under the Stock Option Plan, grants could be made to
selected officers and employees at fair market value on date of grant. Options
became exercisable as to 25% of the grants on an initial date as defined in the
employee stock option agreements, and up to an additional 25% each year
thereafter. The BSH Stock Option Plan was terminated in connection with the
recapitalization in January 1999.
The following table summarizes stock option activity under the Stock Option
Plan:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1999 1998
------------------------------- ---------------------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
--------------- ------------- ------------- -----------------
Options outstanding at beginning of period 829,322 $ 0.09 1,658,644 $ 0.09
Options granted - - - -
Options rolled into 1998 Plan (829,322) 0.09 - -
Options exercised - - - -
Options canceled - - (829,322) 0.09
---------- ------ ----------- ---------
Options outstanding at end of period - $ - 829,322 $ 0.09
SIG established an Employee Stock Option Plan (the "1995 Plan") in
1995. Under the 1995 Plan, grants could be made to selected officers. The 1995
Plan authorizes the granting of stock options for up to an aggregate of 240,000
shares of common stock and expires 10 years from the date of the grant. Options
became exercisable as to 33% of the grant on April 1, 1996 and an additional 33%
each year thereafter.
F-15
The following table summarizes stock option activity under the 1995 Plan:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
1999 1998
------------------------------- ---------------------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
--------------- ------------- ------------- -----------------
Options outstanding at beginning of period 3,058,568 $ 1.65 3,058,568 $ 1.65
Options granted - - - -
Options rolled into 1998 Plan (3,030,524) 1.65 - -
Options exercised - - - -
Options canceled (28,044) 1.65 - -
---------- ------ --------- ------
Options outstanding at end of period - $ - 3,058,568 $ 1.65
In 1997, SIG terminated the 1995 Plan. In exchange for all unexercised
outstanding options, all option holders entered into an exchange agreement
whereby they received exchange compensation, deferred compensation and 3,058,568
stock options. The 3,058,568 stock options were exercisable upon SIG's
engagement of underwriters in connection with a proposed public offering
provided the offering were to occur before May 15, 2000 or upon consummation of
a change in control provided the change in control would be effective before May
15, 2000. In 1998, it became probable that a change in control would be
effective with the January 1, 1999 Recapitalization; therefore the Predecessor
recorded compensation expense of $2,632,000 based on the difference between the
fair market value and the exercise price of the outstanding options.
In contemplation of the Recapitalization in 1999, the Board of
Directors of BSH adopted the 1998 option plan (the "1998 Plan"). The 1998 Plan
authorized the grant of (i) 17,126,644.8 rollover options in exchange for the
cancellation of stock appreciation rights and stock options held by the SAR and
option holders prior to the recapitalization and (ii) an additional 11,744,700
options that are not rollover options. In September 1999, the Board of Directors
amended the plan to decrease the number of non-rollover options that could be
granted under the plan to 10,152,000 shares.
All options granted under the 1998 Plan were non-qualified stock
options. Grants under the plan may be made to employees and non-employee
directors, consultants and independent contractors.
A committee of the Board of Directors administers the 1998 plan which
includes determining the participants in the plan and the number of shares of
common stock to be covered by each option, amending the terms of any option,
subject to certain limitations, and interpreting the terms of the plan.
Each rollover option is immediately exercisable as of the date of grant
and has an exercise price equal to the base value of the stock appreciation
rights or the exercise price of the stock options, as applicable, from which the
options were converted. All other options granted under the plan are generally
subject to a five-year vesting schedule pursuant to which the options vest in
equal annual installments on the third, fourth and fifth anniversaries of the
grant date. In addition, all options other than rollover options must have a per
share exercise price equal to or greater than the fair market value of a share
of the Company's common stock as of the grant date, as determined by the Board
of Directors or a committee of such board. All options granted under the plan
terminate on the tenth anniversary of the grant date. Vested options may be
exercised for specified periods after the termination of the optionee's
employment or other service relationship with us or our affiliates.
In September 1999, the Board of Directors adopted the 1999 Option Plan
(the "1999 Plan") which allows for the grant of up to 13,592,700 shares of
common stock.
Grants under the plan may be made to employees and non-employee
directors, consultants and independent contractors who contribute to the
management, growth and profitability of the Company's business or its
affiliates.
F-16
A committee of the Board of Directors administers the plan which
includes determining the participants in the plan and the number of shares of
common stock to be covered by each option, amending the terms of any option,
subject to certain limitations, and interpreting the terms of the plan.
Non-qualified stock options granted under the plan may be granted at
prices which are less than the fair market value of the underlying shares on the
date granted. Under the plan, incentive stock options and non-qualified stock
options are generally subject to a four-year vesting schedule pursuant to which
the options vest 25% on the first anniversary of the grant date and an
additional 6.25% on each consecutive three-month period thereafter. The options
generally terminate on the tenth anniversary of the grant date. In addition,
vested options may be exercised for specified periods after the termination of
the optionee's employment or other service relationship with the Company or its
affiliates.
In December 1999, the Board of Directors authorized the Company to
purchase 300,000 options to purchase shares of the Company's common stock held
by an employee. The purchase price for the options was $8.75 per share less the
exercise price of $1.01 per share, an aggregate of $2.3 million. These options
were issued in connection with the Recapitalization and approximately $500,000
of the $2.3 million is included in the purchase price of the Company.
Accordingly, the Company has recorded a compensation charge of $1.8 million for
this transaction in the accompanying statement of operations for the year ended
December 31, 1999 and the balance of $500,000 has been recorded as a reduction
to paid in capital, as of December 31, 1999.
In December 1999, the Board of Directors authorized the Company to
repurchase 180,000 options to purchase shares of the Company's common stock held
by a non-employee shareholder. The purchase price for the options was $8.75 per
share, less the exercise price of $1.18 per share. The consideration paid for
these options was $1.4 million which has been recorded as a reduction to paid in
capital as of December 31, 1999.
Effective December 1999, the Board of Directors adopted the Digitas
Inc. 2000 Stock Option and Incentive Plan (the "2000 Plan") which allows for the
grant of up to 7,718,200 shares of common stock.
Grants under the 2000 Plan may be made to employees and non-employee
directors, consultants and independent contractors who contribute to the
management, growth and profitability of the Company's business or its
affiliates.
A committee of the Board of Directors administers the 2000 Plan which
includes determining the participants in the plan and the number of shares of
common stock to be covered by each option, amending the terms of any option,
subject to certain limitations, and interpreting the terms of the 2000 Plan.
Non-qualified stock options granted under the plan may be granted at
prices which are less than the fair market value of the underlying shares on the
date granted. Under the 2000 Plan, incentive stock options and non-qualified
stock options are generally subject to a four-year vesting schedule pursuant to
which the options vest 25% on the first anniversary of the grant date and an
additional 6.25% on each consecutive three-month period thereafter. The options
generally terminate on the tenth anniversary of the grant date. In addition,
vested options may be exercised for specified periods after the termination of
the optionee's employment or other service relationship with the Company or its
affiliates.
F-17
The following summarizes stock option activity under the 1998, 1999 and 2000
Plans:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
2000 1999
------------------------------- ---------------------------------
WEIGHTED- WEIGHTED-
AVERAGE AVERAGE
EXERCISE EXERCISE
SHARES PRICE SHARES PRICE
--------------- ------------- ------------- -----------------
Options outstanding at beginning of period 28,308,972 $ 2.66 - $ -
Options exchanged in connection with
recapitalization - - 22,946,644 1.55
Options granted 4,551,458 11.82 8,780,000 5.25
Options exercised (1,015,330) 1.08 (118,448) 1.27
Options canceled (1,553,474) 8.55 (3,299,224) 1.86
--------------- ------ ----------- ------
Options outstanding at end of period 30,291,626 $ 3.79 28,308,972 $ 2.66
Weighted average fair value of options
granted during the year at fair market
value $ 8.40 $ 1.32
Weighted average fair value of options $14.21 $ 9.07
granted during the year below fair
market value
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------- ------------------------------------
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED NUMBER WEIGHTED
RANGE OF EXERCISE OUTSTANDING AT CONTRACTUAL LIFE AVERAGE EXERCISABLE AT AVERAGE
PRICE DECEMBER 31, 2000 (IN YEARS) EXERCISE PRICE DECEMBER 31, 2000 EXERCISE PRICE
----------------- ------------------- ------------------ ---------------- ------------------- ---------------
$0.94 - $1.65 13,323,644 8.0 $ 1.19 13,323,644 $ 1.19
$2.52 9,642,000 8.2 2.52 1,159,500 2.52
$6.00 404,300 9.9 6.00 - -
$8.75 5,260,147 8.3 8.75 995,486 8.75
$12.50 - $13.07 662,985 9.7 12.78 - -
$16.37 - $24.00 998,550 8.0 17.79 - -
--------------- ----------- ------- -------- ---------- ------
$0.94 - $24.00 30,291,626 8.2 $ 3.79 15,478,630 $ 1.77
============== =========== ======= ======== ========== ======
In addition to the Recapitalization, during 2000 and 1999, the Company
issued 2,438,000 and 8,360,000 stock options, respectively, to employees at
exercise prices ranging from $2.52 to $8.75, which at the time of the grant were
below the fair market value of the Company's common stock. As a result of these
option grants, the Company has recorded deferred compensation expense, which
represents the aggregate difference between the option exercise price and the
deemed fair market value of the common stock determined for financial reporting
purposes for grants to employees. These amounts are recognized as compensation
expense over the vesting period of the underlying stock options, unless the
underlying stock options are subsequently cancelled. The Company recorded
compensation expense of $14.8 million and $5.9 million, respectively, during the
years ended December 31, 2000 and 1999, related to these options.
Had compensation cost for the 1998 and 1999 plans (excluding exchanged
shares) been determined based on the fair value at the grant dates as calculated
in accordance with SFAS No. 123, the Company's net loss for the years ended
December 31, 2000 and 1999 would have been as follows:
2000 1999
----------- ------------
Net loss:
As reported $ (23,226) $ (37,567)
Pro forma $ (28,023) $ (41,491)
Net loss per share:
As reported $ (0.41) $ (0.74)
Pro forma $ (0.50) $ (0.82)
F-18
There were no compensation costs for the year ended December 31, 1998 related to
the Stock Option Plans.
The Company calculated the fair value of each option grant on the date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants during 2000 and 1999: volatility of
65% and 55% in 2000 and 1999, respectively; no expected dividend yield; risk
free interest rates of 6.15% and 4.60%-6.19% in 2000 and 1999, respectively; and
expected lives of five years.
During 1999 the Company issued 498,544 shares of common stock to
certain current and former members of the Board of Directors for an aggregate
purchase price of $1.3 million. The Company has recorded a compensation charge
of $3.0 million which represents the aggregate difference between the stock
price and the deemed fair market value of the common stock determined for
financial reporting purposes.
COMMON STOCK WARRANTS
In connection with the recapitalization, the Company issued warrants to
purchase 900,000 shares at an exercise price per share of $2.52. The Company
issued the warrants to the buyer and the value ascribed to the warrants was
included in the recapitalization which was accounted for as a purchase. The
warrants are fully exercisable and expire in January 2009.
In December 1999, the Board of Directors authorized the Company to
repurchase warrants to purchase 120,000 shares of the Company's common stock
with an exercise price of $2.52 per share held by a non-employee shareholder.
The purchase price for the warrants was $8.75 per share less the respective
exercise price. The aggregate consideration paid for these warrants was $700,000
which has been recorded as a reduction to paid in capital as of December 31,
1999.
9. INCOME TAXES
The components of loss before income taxes and the benefit from (provision for)
income taxes are as follows:
PREDECESSOR
DIGITAS (COMBINED)
------------------------------ ----------------------
DECEMBER 31, DECEMBER 31,
------------------------------ ----------------------
2000 1999 1998
------------ ------------ ----------------------
Loss before income taxes $ (19,957) $ (37,000) $ (20,390)
Benefit from (provision for) income taxes
Federal
Current (6,080) 311 -
Deferred 4,788 (301) -
---------- ---------- ----------
Total federal (1,292) 10 -
State
Current (2,195) (567) (189)
Deferred 1,871 (10) 1,628
---------- ---------- ----------
Total state (324) (577) 1,439
---------- ---------- ----------
Benefit from (provision for) income taxes $ (1,616) $ (567) $ 1,439
========== ========== ==========
The reconciliation of income tax computed at statutory rates to the effective
rate is as follows:
F-19
PREDECESSOR
DIGITAS (COMBINED)
------------------------------ ----------------------
DECEMBER 31, DECEMBER 31,
------------------------------ ----------------------
2000 1999 1998
------------ ------------ ----------------------
United States statutory rate 35.0% 35.0% 0.0%
State taxes, net of federal benefit 5.0 (0.5) 6.0
Goodwill and other permanent differences (11.4) (3.6) -
Change in valuation allowance (35.5) (32.5) 1.0
-------------- ---------- ---------
Effective tax rate (7.0)% (1.6)% 7.0%
============ ========== ==========
The tax effects of temporary differences that give rise to a significant portion
of the deferred income tax assets (liabilities), net, are as follows:
DECEMBER 31,
----------------------------
2000 1999
------------ ----------
Deferred tax assets:
Amortization of intangibles $ 17,188 $ 8,645
Accrued expenses 1,335 862
Net operating loss carryforward - 311
Stock-based compensation 8,297 1,867
Allowance for doubtful accounts 272 168
---------- ---------
Total deferred tax assets 27,092 11,853
Deferred tax liabilities:
Basis difference of property and equipment - 177
Other 502 -
---------- ---------
Total deferred tax liabilities 502 177
---------- ---------
Net deferred tax asset 26,590 11,676
Valuation allowance (19,931) (11,676)
---------- ---------
Total $ 6,659 $ -
========== =========
In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred tax assets will not be realized. The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. At December 31, 2000, a partial valuation allowance has been
recorded. At December 31, 1999 a full valuation allowance was recorded.
10. EMPLOYEE PROFIT SHARING PLAN
In 1996, an Employee Profit Sharing Plan (the "Profit Sharing Plan")
was established that pays certain employees a percentage of their earnings
dependent on financial results as determined by the Board of Directors. The cost
of the Profit Sharing Plan was approximately $2,306,000, and $2,132,000 for the
years ended December 31, 1999 and 1998, respectively. The Profit Sharing Plan
was terminated effective December 31, 1999, with final payments made before
March 15, 2000. To replace this benefit program, the Company adopted the 2000
Employee Savings Plan (see Note 11).
11. EMPLOYEE BENEFIT PLANS
For the years ended December 31, 1999 and 1998, the Predecessor and the
Company had a noncontributory Employee Savings Plan (the "Plan"), which was
administered in accordance with the provisions of Section 401(k) of the Internal
Revenue Code. The Plan was a voluntary program in which employees who met
certain requirements
F-20
elected to reduce their annual salary by up to 18% and have this amount
contributed to the Plan on their behalf. Effective December 1999, the Board
of Directors and shareholders adopted the 2000 Employee Savings Plan (the
"2000 Savings Plan"). This plan provides for a Company match of employee
contributions, up to 4%, subject to certain IRS restrictions. For the year
ended December 31, 2000, the Company made matching contributions of
approximately $3.2 million to the 2000 Savings Plan.
In addition, the Company has an employee stock purchase plan, under
which a total of up to 2,200,000 shares of common stock are authorized to be
sold to participating employees. Participating employees may purchase shares
of common stock at 85% of the stock's fair market value at the beginning or
end of an offering period, whichever is lower, through payroll deductions in
an amount not to exceed 10% of an employee's base compensation.
12. OTHER RELATED PARTY TRANSACTIONS
A law firm, with a partner who was a member of the Predecessor's Board
of Directors during a portion of 1998, provided legal services to the
Predecessor. Fees paid or accrued to the firm approximated $216,000 for the year
ended December 31, 1998. No fees were paid or accrued to the firm in 1999 or
2000.
A shareholder/director is the chairman and founder of an Internet
company, a former client. During the year ended December 31, 1999, we provided
approximately $85,000 in services to this company at arms-length business terms.
13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
INTEREST RATE RISK MANAGEMENT
Per the terms of the January 1999 credit agreement (see Note 6), the
Company utilized interest rate swap agreements to fix interest rates on
portions of the rate term loan and to mitigate the effect of changes in
interest rates on earnings. We entered into separate agreements on February
22 and 24, 1999, each for a notional amount of $20.0 million and each having
a maturity date of February 2001. Under the terms of the agreements, we
locked in fixed rates of 5.36% and 5.30% on the notional amounts and we
compensated the financial institution or were compensated by the financial
institution for the differential between the fixed rates and the current
LIBOR rate. Through March 14, 2000, the interest rate differential payable or
receivable on the agreements was recognized on an accrual basis as an
adjustment to interest expense. At December 31, 1999 the fair values of the
interest rate swaps, which represent the amounts we would have received or
paid to terminate the respective agreements, were net receivables of $240,000
and $273,000 based on dealer quotes. The variable rates at December 31, 1999
were 6.5% and 6.1%. Immediately following the initial public offering, the
Company repaid the entire outstanding term loan balance with the bank. As a
result, the interest rate swap agreements were no longer considered necessary
as a hedge. These interest rate swap agreements were terminated in April 2000
at a total value of $447,000. A realized gain on investments of $447,000 is
included in the statement of operations for the year ended December 31, 2000.
14. SEGMENT INFORMATION
Bronner, Slosberg & Humphrey Inc. and Strategic Interactive Group,
Inc., were two separate businesses under common control until the
Recapitalization effective January 1, 1999. For purposes of these financial
statements only BSH and SIG have been combined for all periods prior to 1999 and
have been titled as Predecessor. Effective January 1, 1999, BSH and SIG have
been integrated into one operating Company, Digitas ("the Company"). The
Company's chief decision-maker, as defined under SFAS No. 131, is the Chief
Executive Officer. Since the integration, the Company manages its business as
one segment. As a result, the financial information disclosed in these financial
statements represents the material financial information related to the
Company's single operating segment.
The Company attempts to limit its concentration of credit risk by
securing well-known clients. While the Company often enters into written
agreements with its clients, such contracts are typically terminable between 30
and 90 days notice. Management believes a loss of significant clients could have
a material adverse effect on the Company's business, financial condition and
results of operations. The table below summarizes customers that individually
comprise greater than 10% of the Company's revenue.
F-21
A B C
------- ------- --------
2000 * 19% 16%
1999 17% 22% 23%
1998 23% 24% 17%
* Less than 10% in year presented
15. COMMITMENTS
Capitalized Leases
The Company has certain noncancelable leases to finance telephone
equipment, copier equipment and software. The total capitalized cost of the
assets subject to capital leases was approximately $2,623,000 and $1,449,000
with accumulated amortization of approximately $1,027,000 and $590,000 as of
December 31, 2000 and 1999, respectively.
Other Lease Obligations
Office facilities and certain office equipment are leased by the
Company under cancelable and noncancelable operating lease agreements expiring
at various dates through July 2015.
The Company leases office space under noncancelable operating leases.
Rental expense, including amounts described above, consisting of minimum lease
payments under noncancelable operating leases amounted to approximately
$13,713,000, $8,591,000, and $6,819,000 for the years ended December 31, 2000,
1999 and 1998, respectively. Through May 2000, the Company subleased a portion
of its space to another tenant. The Company's minimum payments were partially
offset by tenant income of $119,000, $286,000, and $228,000 for the years ended
December 31, 2000, 1999 and 1998, respectively. The future minimum rental
payments, under capital and operating leases, as of December 31, 2000 are as
follows:
CAPITAL OPERATING
LEASES LEASES
--------------- ------------------
2001 $ 715 $ 20,086
2002 680 20,675
2003 284 20,268
2004 - 20,086
2005 - 19,042
Thereafter - 54,089
----------- ----------------
Total minimum rental payments required 1,679 $ 154,246
================
Less amount representing interest (161)
-----------
Present value of net minimum lease payments 1,518
Less current maturities 619
-----------
Long-term obligations, capital lease $ 899
===========
F-22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on March 30, 2001.
DIGITAS INC.
By: /s/ David W. Kenny
-----------------------
Name: David W. Kenny
Title: Chairman and Chief Executive Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To Digitas Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements of Digitas Inc. for
the years ended December 31, 2000 and 1999 included in this Form 10-K and
have issued our report thereon dated January 31, 2001.
Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule II is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic consolidated financial statements. The schedule has been subjected to
the auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Boston, Massachusetts
January 31, 2001
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Stockholders of
Bronner Slosberg Humphrey Co. and
Strategic Interactive Group, Co.
Our audits of the combined statement of operations, of stockholders' equity
(deficit) and of cash flows for the year ended December 31, 1998 of Bronner
Slosberg Humphrey Co. and Strategic Interactive Group, Co. referred to in our
report dated March 15, 1999 appearing in this 2000 Annual Report on Form 10-K
of Digitas Inc. also included an audit of the financial statement schedule
listed in Item 14(a)(2) of this Form 10-K. In our opinion, this financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related combined
financial statements. We have not audited the financial statements of Digitas
Inc. for any period subsequent to December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
March 15, 1999
DIGITAS
FINANCIAL STATEMENT SCHEDULE
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
BALANCE AT BALANCE AT
ALLOWANCE FOR DOUBTFUL ACCOUNTS BEGINNING OF PERIOD CHARGED TO EXPENSE WRITE-OFFS END OF PERIOD
------------------------------- ------------------- ------------------ ---------- -------------
Year ended December 31, 1998... $ 707 $ 216 $ 182 $ 741
Year ended December 31, 1999... $ 741 $ 1,137 $ 825 $ 1,053
Year ended December 31, 2000... $ 1,053 $ 609 $ 243 $ 1,419
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints each of Jeffrey J. Cote and Marschall I.
Smith such person's true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Report, and to file the same, with
all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that any said attorney-in-fact and agent, or any
substitute or substitutes of any of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934
this report has been signed below by the following persons in the capacities and
on the dates indicated.
NAME CAPACITY DATE
---- -------- ----
/s/ David W. Kenny Chief Executive Officer and Chairman of the March 30, 2001
- ------------------------------------------- Board of Directors (principal executive
David W. Kenny officer)
/s/ Jeffrey J. Cote Chief Financial Officer (principal financial March 30, 2001
- -------------------------------------------- officer and principal accounting officer)
Jeffrey J. Cote
/s/ Michael E. Bronner Director March 30, 2001
- --------------------------------------------
Michael E. Bronner
/s/ John L. Bunce, Jr. Director March 30, 2001
- -------------------------------------------
John L. Bunce, Jr.
/s/ Orit Gadiesh Director March 30, 2001
- -------------------------------------------
Orit Gadiesh
/s/ Patrick J. Healy Director March 30, 2001
- -------------------------------------------
Patrick J. Healy
/s/ Arthur Kern Director March 30, 2001
- --------------------------------------------
Arthur Kern
/s/ Philip U. Hammarskjold Director March 30, 2001
- -------------------------------------------
Philip U. Hammarskjold
EXHIBITS INDEX
EXHIBIT NO. TITLE METHOD OF FILING
----------- ----- ----------------
3.1 Amended and Restated Certificate of Incorporated by reference to Exhibit 3.1 to the Registration
Incorporation of Digitas Inc. Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
3.2 By-laws of Digitas Inc. Incorporated by reference to Exhibit 3.2 to the Registration
Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
4.1 Specimen certificate for shares of common Incorporated by reference to Exhibit 4.1 to the Registration
stock, $.01 par value, of Digitas Inc. Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.1 The Bronner Slosberg Humphrey Co., 1998 Incorporated by reference to Exhibit 10.1 to the Registration
Option Plan Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.2 The Bronner Slosberg Humphrey Co.; 1999 Incorporated by reference to Exhibit 10.2 to the Registration
Option Plan Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.3 Form of 2000 Stock Option and Incentive Incorporated by reference to Exhibit 10.3 to the Registration
Plan Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.4 Form of 2000 Employee Stock Purchase Plan Incorporated by reference to Exhibit 10.4 to the Registration
Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.5 Lease Agreement, dated as of May 31, Incorporated by reference to Exhibit 10.5 to the Registration
1995, by and between The Prudential Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Insurance Company of America and Bronner filed with the Securities and Exchange Commission
Slosberg Humphrey Inc. (including
amendment numbers 1-6, each dated as of
May 31, 1995)
10.6 Seventh Amendment to Lease, dated as of Incorporated by reference to Exhibit 10.6 to the Registration
March 29, 1999, by and between BP Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Prucenter Acquisition, LLC and Bronner filed with the Securities and Exchange Commission
Slosberg Humphrey, LLC
10.7 Eight Amendment to Lease, dated as of Incorporated by reference to Exhibit 10.7 to the Registration
July 30, 1999, by and between BP Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Prucenter Acquisition, LLC and Bronner filed with the Securities and Exchange Commission
Slosberg Humphrey, LLC
10.8 Sublease, dated as of December 22, 1997, Incorporated by reference to Exhibit 10.8 to the Registration
by and between EMI Entertainment World, Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Inc., and Bronner Slosberg Humphrey Inc. filed with the Securities and Exchange Commission
10.9 Sublease, dated as of March 22, 1999, by Incorporated by reference to Exhibit 10.9 to the Registration
and between EMI Music, Inc. and Bronner Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Slosberg Humphrey, LLC filed with the Securities and Exchange Commission
10.10 Agreement of Sublease, dated as of April Incorporated by reference to Exhibit 10.10 to the Registration
29, 1999, by and between Warner Music Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Group Inc. and Bronner Slosberg Humphrey, filed with the Securities and Exchange Commission
LLC
10.11 Agreement of Sublease, dated as of Incorporated by reference to Exhibit 10.11 to the Registration
November 15, 1999, by and between Bill Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Communications, Inc. and Bronnercom, LLC filed with the Securities and Exchange Commission
10.12 Sub-Sublease Agreement, dated as of June Incorporated by reference to Exhibit 10.12 to the Registration
5, 1998, by and between Strategic Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Interactive Group, Inc. and Allegiance filed with the Securities and Exchange Commission
Telecom, Inc. (including the termination
of the Sub-Sublease Agreement, dated as
of December 7, 1999)
10.13 Sublease Agreement, dated as of August Incorporated by reference to Exhibit 10.13 to the Registration
21, 1997, by and among Tesseract Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Corporation; Strategic Interactive Group, filed with the Securities and Exchange Commission
Inc.; and Bronner Slosberg Humphrey Inc.
(including the First Amendment, dated as
of June 15, 1999)
10.14 Lease Agreement, dated as of July 24, Filed herewith
2000, by and between M&S Balanced
Property Fund, L.P. and Digitas Inc.
10.15 Master Security Agreement, dated Filed herewith
September 27, 2000, by and among Digitas
LLC and Fleet Capital Corporation
10.16 Warrant Agreement, dated as of January 6, Incorporated by reference to Exhibit 10.18 to the Registration
1999, by and between Bronner Slosberg Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Humphrey Co. and Positano Partners Ltd. filed with the Securities and Exchange Commission
10.17 Employment Agreement, dated as of January Incorporated by reference to Exhibit 10.23 to the Registration
6, 1999, by and between Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Kathleen Biro and Bronner Slosberg filed with the Securities and Exchange Commission
Humphrey, LLC
10.18 Employment Agreement, dated as of January Incorporated by reference to Exhibit 10.24 to the Registration
6, 1999, by and between David W. Kenny Statement on Form S-1 (SEC File No. 333-93585), as amended, as
and Bronner Slosberg Humphrey, LLC filed with the Securities and Exchange Commission
10.19 Employment Agreement, dated as of Incorporated by reference to Exhibit 10.25 to the Registration
January 6, 1999, by and between Michael Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Ward and Bronner Slosberg Humphrey, LLC filed with the Securities and Exchange Commission
10.20 Employment Agreement, dated as of January Incorporated by reference to Exhibit 10.27 to the Registration
10, 2000, by and between Robert Galford Statement on Form S-1 (SEC File No. 333-93585), as amended, as
and Digitas Inc. filed with the Securities and Exchange Commission
10.21 Employment Agreement, dated as of October Incorporated by reference to Exhibit 10.28 to the Registration
15, 1999, by and between Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Marschall Smith and Bronnercom, LLC filed with the Securities and Exchange Commission
10.22 Advertising Agreement, dated as of Incorporated by reference to Exhibit 10.29 to the Registration
January 19, 1999, by and between AT&T Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Corp. and Bronner Slosberg Humphrey filed with the Securities and Exchange Commission
10.23 General Agreement, dated as of April 12, Incorporated by reference to Exhibit 10.30 to the Registration
1999, by and between AT&T Corp. and Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Bronner Slosberg Humphrey filed with the Securities and Exchange Commission
10.24 Advertising Agreement, dated as of April Incorporated by reference to Exhibit 10.31 to the Registration
12, 1999, by and between AT&T Corp. and Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Bronner Slosberg Humphrey (including the filed with the Securities and Exchange Commission
Agreement Amendment, dated as of May 12,
1999)
10.25 Advertising/Marketing Agreement, dated as Incorporated by reference to Exhibit 10.32 to the Registration
of October 11, 1995, by and between AT&T Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Communications, Inc.-Business filed with the Securities and Exchange Commission
Communications Services and Bronner
Slosberg Humphrey Inc. (including the
Agreement Amendment dated as of November
27, 1995)
10.26 Direct Marketing Agreement, dated as of Incorporated by reference to Exhibit 10.33 to the Registration
July 24, 1997, by and between Cellular Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Telephone Company (d/b/a AT&T filed with the Securities and Exchange Commission
Wireless Services, Northeast Region) and
Bronner Slosberg Humphrey Inc.
10.27 Letter of Engagement, dated as of July 1, Incorporated by reference to Exhibit 10.34 to the Registration
1999, by and among AT&T Interactive Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Group, AT&T Corporation, and Strategic filed with the Securities and Exchange Commission
Interactive Group
10.28 Marketing & Advertising Services Incorporated by reference to Exhibit 10.35 to the Registration
Agreement, dated as of January 1, 2000, Statement on Form S-1 (SEC File No. 333-93585), as amended, as
by and between Bronnercom, LLC and filed with the Securities and Exchange Commission
General Motors Corporation
10.29 Agreement 2000 Compensation, dated as of Incorporated by reference to Exhibit 10.36 to the Registration
January 5, 2000, by and between General Statement on Form S-1 (SEC File No. 333-93585), as amended, as
Motors Corporation, Oldsmobile Division filed with the Securities and Exchange Commission
and Bronnercom, LLC
10.30 Advertising/Marketing Promotion Agency Incorporated by reference to Exhibit 10.37 to the Registration
Agreement, dated as of October 1, 1997, Statement on Form S-1 (SEC File No. 333-93585), as amended, as
by and between American Express Travel filed with the Securities and Exchange Commission
Related Services Company, Inc. and
Bronner Slosberg Humphrey Inc.
10.31 Form of Indemnification Agreement Incorporated by reference to Exhibit 10.38 to the Registration
Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
10.32 Ninth Amendment to Lease, dated as of Incorporated by reference to Exhibit 10.1 to the Quarterly Report
February 24, 2000, by and between BP on Form 10-Q for the Quarter ended March 31, 2000
Prucenter Acquisition, LLC and Digitas LLC,
formerly known as Bronnercom, LLC,
formerly known as Bronner Slosberg
Humphrey, LLC
10.33 Tenth Amendment to Lease, dated as of Incorporated by reference to Exhibit 10.1 to the Quarterly Report
April 20, 2000, by and between BP on Form 10-Q for the Quarter ended June 30, 2000
Prucenter Acquisition, LLC and Digitas LLC,
formerly known as Bronnercom, LLC,
formerly known as Bronner Slosberg
Humphrey, LLC
10.34 First Amendment to Office Lease, dated as Incorporated by reference to Exhibit 10.2 to the Quarterly Report
of April 27, 2000, by and between Mosten on Form 10-Q for the Quarter ended June 30, 2000
Management Company, Inc. and Digitas LLC,
formerly known as Bronnercom, LLC
10.35 Copley Place Office Lease, dated as of Incorporated by reference to Exhibit 10.1 to the Quarterly Report
March 3, 2000, by and between Copley on Form 10-Q for the Quarter ended September 30, 2000
Place Associates, LLC and Digitas LLC
10.36 First Amendment to Copley Place Office Incorporated by reference to Exhibit 10.2 to the Quarterly Report
Lease, dated as of June 15, 2000, by and on Form 10-Q for the Quarter ended September 30, 2000
between Copley Place Associates, LLC and
Digitas LLC
10.37 Second Amendment to Copley Place Office Incorporated by reference to Exhibit 10.3 to the Quarterly Report
Lease, dated as of October 6, 2000, by on Form 10-Q for the Quarter ended September 30, 2000
and between Copley Place Associates, LLC
and Digitas LLC
10.38 London Office Lease, dated as of July 27, Incorporated by reference to Exhibit 10.4 to the Quarterly Report
2000, by and between the Mayor and on Form 10-Q for the Quarter ended September 30, 2000
Commonality and Citizens of the City of
London and Digitas (Europe) Inc. and
Digitas Inc.
10.39 Revolving Credit Agreement, dated as of Incorporated by reference to Exhibit 10.5 to the Quarterly Report
July 25, 2000, by and among Digitas LLC on Form 10-Q for the Quarter ended September 30, 2000
(as borrower); The Lenders listed therein
(as Lenders); Fleet National Bank (as
agent); and Digitas, Inc., Vesuvio, Inc.,
Bronner Slosberg Humphrey Co., and BSH
Holding LLC (as guarantors)
10.40 Form of 2000 Employee Savings Plan Filed herewith
16.1 Letter from PricewaterhouseCoopers LLP Incorporated by reference to Exhibit 16.1 to the Registration
regarding change in accountant Statement on Form S-1 (SEC File No. 333-93585), as amended, as
filed with the Securities and Exchange Commission
21.1 Subsidiaries of Digitas Inc. Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
23.2 Consent of Arthur Andersen LLP Filed herewith
24.1 Powers of Attorney Included on signature page hereto