SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

For the quarterly period ended October 3, 2003April 2, 2004

OR

For the transition period from            to            

Commission File Number 0-24343

Answerthink, Inc.

(Exact name of Registrant as specified in its charter)

(305) 375-8005

(Registrant’s telephone number, including area code)

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 requirement for the past 90 days.    YESx    NO¨

Indicate by check mark whether registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Securities Exchange Act of 1934).    YESx    NO¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of October 31, 2003,April 30, 2004, there were 44,484,21444,976,766 shares of common stock outstanding.

Answerthink, Inc.

TABLE OF CONTENTS

PART I —- FINANCIAL INFORMATION

Item 1. Financial Statements

Answerthink, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

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

Answerthink, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

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

Answerthink, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

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

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

The consolidated financial statements of Answerthink,Inc. (“Answerthink” or the “Company”) include the accounts of the Company and all of its wholly owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments which are necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows as of the dates and for the periods presented. The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, these statements do not include all the disclosures normally required by accounting principles generally accepted in the United States of America for annual financial statements and should be read in conjunction with the consolidated financial statements and notes thereto for the year ended

January 3, 20032, 2004 included in the Form 10-K filed by the Company with the Securities and Exchange Commission. The consolidated results of operations for the quarter and nine months ended October 3, 2003April 2, 2004 are not necessarily indicative of the results to be expected for any future period or for the full fiscal year.

2. Marketable InvestmentsRevenue Recognition

Marketable investmentsThe Company derives revenues from fees for services generated on a project-by-project basis. Revenues for services rendered are available-for-sale securitiesrecognized on a time and materials basis or on a fixed-fee or capped-fee basis. Revenues for time and materials contracts are recognized based on the number of hours worked by the Company’s consultants at an agreed upon rate per hour and are recognized in the period in which services are recorded at fair market value. Unrealized gains and lossesperformed. Revenues related to fixed-fee or capped-fee contracts are recognized on these investments are reported in comprehensive income or loss and accumulated as a separate componentthe proportional performance method of stockholders’ equity, netaccounting based on the ratio of any related tax effect. Declines in value that are judgedlabor hours incurred to be other than temporary result in a reduction ofestimated total labor hours. This percentage is multiplied by the carryingcontracted dollar amount of the investmentproject to fair value anddetermine the recognitionamount of revenue to recognize in an accounting period. The contracted dollar amount used in this calculation excludes the amount the client pays for reimbursable expenses. There are situations where the number of hours to complete projects may exceed the Company’s original estimate. These increases can be as a result of an impairment chargeincrease in other income (expense).project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, the Company’s project delivery, office of risk management and finance personnel review hours incurred and estimated total labor hours to complete projects and any revisions in these estimates are reflected in the period in which they become known.

Unbilled revenues represent revenues for services performed that have not been invoiced. If the Company does not accurately estimate the scope of the work to be performed, or does not manage the projects properly within the planned periods of time or does not meet the clients’ expectations under the contracts, then future consulting margins may be negatively affected or losses on existing contracts may need to be recognized. Any such resulting reductions in margins or contract losses could be material to the Company’s results of operations. Revenues before reimbursements exclude reimbursable expenses charged to clients. Reimbursements, which include travel and out-of-pocket expenses, are included in revenues, and an equivalent amount of reimbursable expenses is included in project personnel and expenses.

The agreements entered into in connection with a project, whether time and materials based or fixed-fee or capped-fee based, typically allow the Company’s clients to terminate early due to breach or for convenience with 30 days’ notice. In the event of termination, the client is contractually required to pay for all time, materials and expenses incurred by the Company through the effective date of the termination. In addition, from time to time the Company enters into agreements with clients that limit the Company’s right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit the Company from performing a defined range of services that it might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

3. Pro Forma Impact of Employee Stock Option Plans

In December 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 148,Accounting for Stock-Based Compensation – Transition and Disclosure.SFAS No. 148 amends Statement of Financial Accounting Standards No. 123,Accounting for Stock-Based Compensation,to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used in reported results. The disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002.

The Company continues to applyapplies Accounting Principles Board (“APB”) Opinion No. 25,Accounting for Stock Issued to Employeesand related interpretations, in accounting for its stock option plans and has not adopted the recognition provisions of SFAS No. 123, as amended by SFAS No. 148. The Company measures compensation expense related to the grant of stock options and stock-based awards to employees (including independent directors) in accordance with the provisions of APB Opinion No. 25.. In accordance with APB Opinion No. 25, compensation expense, if any, is generally based on the difference between the exercise price of an option, or the amount paid for an award, and the market price or fair value of the underlying common stock at the date of the award or at the measurement date for variable awards. Stock-based compensation arrangements involving non-employees are accounted for under SFASStatement of Financial Accounting Standards (“SFAS”) No. 123,Accounting for Stock-Based Compensation, under which such arrangements are accounted for based on the fair value of the option or award.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

3. Pro Forma Impact of Employee Stock Options Plans (continued)

Under SFAS No. 123, compensation cost for the Company’s stock-based compensation plans would be determined based on the fair value at the grant dates for awards under those plans. Had the Company adopted SFAS No. 123 in accounting for its stock option plans, the Company’s consolidated net income (loss) and net income (loss) per share for the quarters ended April 2, 2004 and nine months ended

October 3,April 4, 2003 and September 27, 2002 would have been adjusted to the pro forma amounts indicated as follows (in thousands, except per share data):

4. Net Income (Loss) Per Common Share

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. With regard to restricted stock orand restricted stock units issued to employees, the calculation includes only the vested portion of such stock.

IncomeNet income (loss) per common share assuming dilution is computed by dividing net income (loss) by the weighted average number of common shares outstanding, increased by the assumed conversion of other potentially dilutive securities during the period. For the quarter ended October 3, 2003,April 2, 2004, potentially dilutive securities included 3,339,7033,613,409 shares of unvested restricted stock orand restricted stock units issued to employees and 277,875999,601 shares of common stock issuable upon the exercise of stock options and warrants assumingfollowing the treasury stock method.

Potentially dilutive shares were excluded from the diluted loss per share calculation for the nine monthsquarter ended October 3,April 4, 2003 and the quarter and nine months ended September 27, 2002 because their effects would have been anti-dilutive to the loss incurred by the Company. Therefore, the amounts reported for basic and diluted net loss per share were the same for the nine monthsquarter ended October 3, 2003 and the quarter and nine months ended September 27, 2002.April 4, 2003. Potentially dilutive securities which were not included in the diluted loss per share calculation for the nine monthsquarter ended October 3,April 4, 2003 and the quarter and nine months ended

September 27, 2002 include 1,198,932181,007 shares 187,433 shares and 376,609 shares, respectively, of unvested restricted stock issued to employees and 158,865137,828 shares 1,668 shares and 398,607 shares, respectively, of common stock issuable upon the exercise of stock options and warrants assumingfollowing the treasury stock method.

5. Acquisition

In July 2003, the Company purchased the assets of Beacon Analytics, Inc., a business performance management consulting company focusing on the implementation of Hyperion software. The purchase price for this acquisition was $4.0 million in cash and approximately $2.5 million of contingent cash consideration due over the next three years if certain earnings goals are achieved.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5. Acquisition (continued)Accounts Receivable and Unbilled Revenue, Net

This acquisition has been accounted for using the purchase method of accounting. Accordingly, the results of operationsAccounts receivable and unbilled revenues, net consists of the acquisition are included in the Company’s consolidated results of operations from the date of the acquisition. The excess of the purchase price of the acquisition over the estimated fair value of the net identifiable assets acquired which totaled $2.0 million has been recorded as intangible assets and are being amortized over periods ranging from 6 months to 3 years. Contingent consideration to the extent earned will be recorded as goodwill. The pro forma impact of this acquisition was not significant to the results of the Company’s consolidated operations for the nine months ended October 3, 2003.following (in thousands):

6. Restructuring Accrual

The Company recorded restructuring costs of $4.9 million, $10.9 million and $5.6 million in fiscal years 2003, 2002 and 2001, respectively, for reductions in consultants and functional support personnel and for closure and consolidation of facilities and related exit costs. These actions were taken as a result of the continued decline in demand for technology services throughout 2001 and 2002. The Company took steps to reduce its costs to better align itsthe Company’s overall cost structure and organization with anticipated demand for its services. In 2003, the Company recorded restructuring costs of $4.9 million to increase existing reserves were increasedrestructuring accruals to account for potentially higher estimated losses on the sublease of facilities as a result of lower than expected sublease rates and longer than expected time estimates to sublease excess facilities.

The following table sets forth the detail and activity in the restructuring expense accrual during the nine monthsquarter ended

October 3, 2003 April 2, 2004 (in thousands):

2001 Restructuring Accrual

2002 Restructuring Accrual

7. Discontinued Operations

As a result of a decline in the demand for interactive marketing services, during 2002 the Company discontinued the interactive marketing business which was acquired in the merger with THINK New Ideas, Inc. in 1999. In accordance with Financial Accounting Standards Board Statement No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets, the results of the interactive marketing business have been reported as discontinued operations in the consolidated statements of operations and results for prior periods have been restated.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

7. Discontinued Operations (continued)

The following table sets forth revenues, pre-tax loss, income tax benefit and loss from discontinued operations for the quarter and nine months ended September 27, 2002 (in thousands):

8. Income Taxes

The Company recorded $225,000$43,000 of net income tax expense for certain state and foreign taxes during the first quarter of 2004. Included in the net income tax expense is an income tax benefit attributable to a decrease in the valuation allowance as a result of the utilization of tax net operating loss carryforwards. The liability method of accounting for deferred income taxes requires that a change in the valuation allowance for deferred tax assets be included in income tax expense or benefit for the first nine months of 2003.current year. The Company did not recognize an income tax benefit for federal and state taxes for the first nine monthsquarter of 2003 due to the establishment of a valuation allowance for the tax benefit generated on losses in the first nine months. The Company’s tax benefit for the first nine months of 2002 was 40% of its pre-tax loss from both continuing and discontinued operations. The full amount of this tax benefit has been reflected within continuing operations, consistent with the tax benefit presented in the Company’s consolidated statement of operations for the year ended January 3, 2003.quarter.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

7. Income Taxes (continued)

In 2002, the Company discontinued its interactive marketing business which was acquired with THINK New Ideas. The discontinuance of THINK New Ideas generated an approximate $75.0Company claimed a $92.0 million worthless stock deduction for the Company’sits investment in THINK New Ideas in its 2002 tax return as a result of the discontinuance of THINK New Ideas. The Company voluntarily requested that the Internal Revenue Service (“IRS”) review this position on an expedited basis. This review is currently in process. Although the Company believes that its tax position is sustainable, there is no assurance that the Internal Revenue ServiceIRS will not challenge its conclusion.agree with the Company’s conclusion or the amount of the deduction. The final resolution of this matter could result in a deduction materially less than the amount claimed.

9.8. Shareholders’ Equity

Stock Plans

On June 11, 2003, the Company commenced two tender offer programs involving voluntary stock option exchanges for the Company’s employees. The offering periods for the two stock option exchange programs ended on July 14, 2003.

One program was offered to employees at a Director level or below. Under this exchange program, employees holding nonqualified or incentive stock options to purchase the Company’s common stock with an exercise price of $4.50 or more were given the opportunity to exchange their existing options for new options to purchase shares of the Company’s common stock equal to an amount depending on the exercise price of the surrendered options. The new options will not be granted until at least six months and one day after acceptance of the surrendered optionsOptions for exchange and cancellation. On521,991 shares were tendered on July 14, 2003 in the exchange program. On January 15, 2004, the Company accepted for cancellationgranted 163,995 options to purchase 521,991 shares of the Company’s common stock and will issue new options to purchase 187,513 shares of the Company’s common stock in exchange for the options surrendered, assuming that all program participants are employed on the date that the new options are granted.tendered. The new options will vest over a two-year period fromwere granted six months and one day after acceptance of the date of grant.old options for exchange and cancellation. The exercise price of the new options will bewas $6.34, which was the last reported sale price of the Company’s common stock on the Nasdaq Stock Market’s National Market on their grant date.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

9. Shareholders’ Equity (continued)January 15, 2004. The new options will vest over a two-year period from the date of grant.

The other program was offered to employees at a Senior Director level or above who had been with the Company since July 4, 2002. Under this exchange program, employees holding nonqualified options to purchase the Company’s common stock with an exercise price of $2.80 or more were given the opportunity to exchange their existing options for restricted stock units, which were granted on a one-to-one ratio and are subject to a new four-year vesting schedule. On July 14, 2003, the Company accepted for cancellation options to purchase 3,826,561 shares of the Company’s common stock representing 95% of the 4,045,182 options that were eligible to be tendered in the exchange program. Pursuant to the terms of the exchange program, the Company issued 3,826,561 restricted stock units in exchange for the options surrendered. The issuance of these restricted stock units resulted in $551,000$575,000 of stock compensation expense for the quarter ended October 3, 2003April 2, 2004 and is expected to result in approximately the same amount of stock compensation expense per quarter over the next four years.year vesting period. The remaining 218,621 eligible options that were not exchanged are required to be accounted for under variable plan accounting under APB Opinion No. 25. The weighted average exercise price of these remaining eligible options is $4.01. Variable plan accounting resulted in approximately $215 thousand of stock compensation expense for the quarter ended April 2, 2004.

Treasury Stock

In July 2002, the Company announced that its Board of Directors approved the repurchase of up to $5.0 million of Answerthink’s common stock. During the second quarter of 2003, the Board of Directors approved the repurchase of an additional $5.0 million of Answerthink’s common stock. Under the repurchase plans, Answerthink may buy back shares of its outstanding stock from time to time either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. As of October 3, 2003,April 2, 2004, the Company had repurchased 3,550,279 shares of its common stock at an average price of $2.16 per share. The amount of shares repurchased to date includes 465,120 shares purchased from the Company’s President, who is also a director, at $2.15 per share. The Company holds repurchased shares of its common stock as treasury stock and accounts for treasury stock under the cost method.

Answerthink, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10.8. Shareholders’ Equity (continued)

Shareholder Rights Plan

On February 13, 2004, the Board of Directors of the Company adopted a Shareholder Rights Plan. Under the plan, a dividend of one preferred share purchase right (a “Right”) was declared for each share of common stock of the Company that was outstanding on February 26, 2004. Each right, when exercisable, entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Preferred Stock at a purchase price of $32.50, subject to adjustment.

The Rights will trade automatically with the common stock and will not be exercisable until a person or group has become an “acquiring person” by acquiring 15% or more of the Company’s outstanding common stock, or a person or group commences or publicly announces a tender offer that will result in such a person or group owning 15% or more of the Company’s outstanding common stock. However, Columbia Wanger Asset Management, L.P., together with its affiliates and associates, will be permitted to acquire up to 20% or more of the common stock without making the rights exercisable. Upon announcement that any person or group has become an acquiring person, each Right will entitle all rightholders (other than the acquiring person) to purchase, for the exercise price of $32.50, a number of shares of the Company’s common stock having a market value equal to twice the exercise price. Rightholders would also be entitled to purchase common stock of the acquiring person having a value of twice the exercise price if, after a person had become an acquiring person, the Company were to enter into certain mergers or other transactions. If any person becomes an acquiring person, the Board of Directors may, at its option and subject to certain limitations, exchange one share of common stock for each right.

The rights have certain anti-takeover effects, in that they would cause substantial dilution to a person or group that attempts to acquire a significant interest in the Company on terms not approved by the Board of Directors. In the event that the Board of Directors determines a transaction to be in the best interests of the Company and its stockholders, the Board of Directors may redeem the Rights for $0.001 per share at any time prior to a person or group becoming an acquiring person. The Rights will expire on February 13, 2014.

9. Litigation

Between November 2002 and January 2003, six class actions seeking unspecified damages were filed against Answerthink and certain of its current and former officers and directors alleging violations of the Securities and Exchange Act of 1934. The complaints allegealleged misstatements and omissions concerning, among other things, related party transactions during the alleged class period of February 8, 2000 to April 25, 2002. On January 7, 2003 the federal district court entered an order closing and consolidating these cases and any subsequently filed related cases (the “Consolidation Order”) into Druskin, et al. v. Answerthink, Inc., et al., Case No. 02-23304-CIV-GOLD. The Consolidated Amended ComplaintA consolidated amended complaint was filed on May 9, 2003. The Company filed a motion to dismiss (“the Motion”) the Consolidated Amended Complaintconsolidated amended complaint on July 15, 2003. The court heard oral argument ongranted the Company’s Motionmotion to dismiss the consolidated and amended complaint on October 24, 2003.January 5, 2004 and allowed the plaintiffs leave to amend the consolidated amended complaint. The parties await a ruling fromplaintiffs did not file an amended complaint within the time allowed by the court. ThereOn February 11, 2004, the court entered a final judgement dismissing the case against all parties with prejudice and closed the case. The time for appeal has expired and this matter is no deadline for the issuance of this ruling. Based on the status of these actions, it is not possible to determine the range of loss to the Company, if any. The Company believes that the plaintiffs’ claims are without merit and intends to defend the lawsuits vigorously.concluded.

The Company is involved in legal proceedings, claims, and litigation arising in the ordinary course of business not specifically discussed herein. In the opinion of management, the final disposition of such other matters will not have a material adverse effect on the financial position or results of operations of the Company.

10. Subsequent Event

Item	2. Management’s Discussion and Analysis of Financial Condition andResults of Operations

In May 2004, the Company purchased the US and India operations of EZCommerce Global Solutions, Inc., a business specializing in the dual-shore implementation of primarily SAP and to a lesser extent Oracle software. The combined purchase price for this acquisition was $9 million in cash and approximately $3 million of contingent consideration due over the next two years if certain earnings goals are achieved.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report and the information incorporated by reference in it include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these sections. All statements regarding our expected financial position and operating results, our business strategy, our financing plans and forecasted demographic and economic trends relating to our industry are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect,” or “intend” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. We cannot promise you that our expectations in such forward-looking statements will turn out to be correct. Factors that impact such forward-looking statements include, among others, our ability to effectively integrate acquisitions into our operations, our ability to attract additional business, the timing of projects and the potential for contract cancellation by our customers, changes in expectations regarding the information technology industry, our ability to attract and retain skilled employees, possible changes in collections of accounts receivable, risks of competition, price and margin trends, changes in general economic conditions and interest rates, the risk that the Internal Revenue Service or the courts may not accept the amount or nature of one or more items of deduction, loss, income or gain as reported by Answerthink for tax purposes and the possible outcome of pending litigation. An additional description of our risk factors is set forth in our Annual Report on Form 10-K for the year ended January 3, 2003.2, 2004. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

OVERVIEW

Answerthink, Inc. is a leading business and technology consulting firm that enablesprovides services to enable companies to achieve world-class business performance. By leveraging the comprehensive database of The Hackett Group, the world’s leading repository of enterprise best practice metrics and business process knowledge, Answerthink’s business and technology solutions help clients improve performance and optimizemaximize returns on technology investments. Answerthink’s capabilities include benchmarking, business transformation, business applications, technology integration,business intelligence, and offshore application maintenancedevelopment and support.

Critical Accounting Policies

Revenue Recognition

Our revenues are derived from fees for services generated on a project-by-project basis. Revenues for services rendered are recognized on a time and materials basis or on a fixed-fee or capped-fee basis. Revenues for time and materials contracts are recognized based on the number of hours worked by our consultants at an agreed upon rate per hour or on a fixed-fee or capped-fee basis. Revenues related to time and material contracts are recognized in the period in which services are performed. Revenues related to fixed-fee or capped-fee contracts are recognized on the proportional performance method of accounting based on our evaluationthe ratio of actual costslabor hours incurred to date comparedestimated total labor hours. This percentage is multiplied by the contracted dollar amount of the project to determine the amount of revenue to recognize in an accounting period. The contracted dollar amount used in this calculation excludes the amount the client pays us for reimbursable expenses. There are situations where the number of hours to complete projects may exceed our original estimate. These increases can be as a result of an increase in project scope, unforeseen events that arise, or the inability of the client or the delivery team to fulfill their responsibilities. On an on-going basis, our project delivery, office of risk management and finance personnel review hours incurred and estimated total estimated costs using the percentage of completion method of accounting. The cumulative impact oflabor hours to complete projects and any revisions in estimated total revenues and direct contract coststhese estimates are recognizedreflected in the period in which they become known.

Unbilled revenues represent revenues for services performed that have not been invoiced. If we do not accurately estimate the resources required or the scope of the work to be performed, or we do not manage our projects properly within the planned periods of time or we do not meet our clients’ expectations under the contracts, then future consulting margins may be significantly and negatively affected or losses on existing contracts may need to be recognized. Any such resulting reductions in margins or contract losses could be material to our results of operations. Revenues before reimbursements exclude reimbursable expenses charged to clients. Reimbursements, including those related towhich include travel and out-of-pocket expenses, are included in revenues, and an equivalent amount of reimbursable expenses is included in project personnel and expenses.

The agreements entered into in connection with a project, whether time and materials based or fixed-fee or capped-fee based, are typically terminable by the client uponallow our clients to terminate early due to breach or for convenience with 30 days’ notice. Upon earlyIn the event of termination, of an engagement, the client is contractually required to pay for all time, materials and expenses incurred by us through the effective date of the termination. In addition, provisions in some of thefrom time to time we enter into agreements we have with our clients that limit our right to enter into business relationships with specific competitors of that client for a specific time period. These provisions typically prohibit us from performing a defined range of our services that we might otherwise be willing to perform for potential clients. These provisions are generally limited to six to twelve months and usually apply only to specific employees or the specific project team.

Accounts Receivable and Allowances for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our clients to make required payments. Periodically, we review accounts receivable to assess our estimates of collectibility. Management critically reviews accounts receivable and analyzes historical bad debts, past-due accounts, client credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our clients were to deteriorate, resulting in their inability to make payments, additional allowances may be required.

Goodwill

We assess goodwill for impairment when events or circumstances indicate that the carrying value may not be recoverable, or, at a minimum, on an annual basis. We have made determinations as to what our reporting units are and what amounts of goodwill and intangible assets should be allocated to those reporting units.

In assessing the recoverability of long-lived identifiable assets and goodwill, we must make assumptions regarding estimated future cash flows, discount rates and other factors to determine if impairment tests are met. These estimates contain management’s best estimates, using appropriate and customary assumptions and projections at the time. If these estimates or their related assumptions change in the future, we may be required to record additional impairment charges.

Restructuring Reserves

Restructuring reserves reflect judgements and estimates of our ultimate costs of severance, closure and consolidation of facilities and settlement of contractual obligations under our operating leases, including sublease rental rates, absorption period to sublease space and other related costs. We reassess the reserve requirements to complete each individual plan under our restructuring programs at the end of each reporting period. If these estimates change in the future or actual results are different than our estimates, we may be required to record additional charges in the future.

Income Taxes

We record income taxes using the liability method. Under this method, we record deferred taxes based on temporary taxable and deductible differences between the tax bases of our assets and liabilities and our financial reporting bases. The liability method of accounting for deferred income taxes requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Contingent Liabilities

We have certain contingent liabilities that arise in the ordinary course of our business activities. We accrue contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Reserves for contingent liabilities are reflected in our consolidated financial statements based on management’s assessment, along with legal counsel, of the expected outcome of the contingencies. If the final outcome of our contingencies differs adversely from that currently expected, it would result in a charge to earnings when determined.

The foregoing list is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for us to judge the application. There are also areas in which our judgement in selecting any available alternative would not produce a materially different result. Please see our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K, which contain accounting policies and other disclosures required by accounting principles generally accepted in the United States.

Results of Operations

The following table sets forth, for the periods indicated, our results of operations and the percentage relationship to revenues of such results:

Revenues.Revenues for the quarter ended October 3, 2003April 2, 2004 decreased by $8.5$1.7 million or 21% compared5% to $35.1 million from $36.8 million in the quarter ended September 27, 2002. Revenues for the nine months ended October 3, 2003 decreased $36.3 million or 26% compared to the nine months ended September 27, 2002. These decreasesApril 4, 2003. The decrease in revenues for the quarter and nine-month period werewas primarily attributable to lower revenues from a fewtwo of our larger customers due to the completionwind down of some of their larger projects, as well as lower demand for information technology services as clients continue to reduce or defer expenditures for these services.significant PeopleSoft implementations, partially offset by increased revenue from benchmarking sales and related follow-on consulting projects. Reimbursements as a percentage of revenues during the quarters ended April 2, 2004 and nine months ended October 3,April 4, 2003 and September 27, 2002 were comparable at 11% during the quarters10% and 11% and 12%, respectively, during the nine-month periods.respectively. During the thirdfirst quarter and first nine monthsof 2004, two customers had revenues greater than 5%, which, in the aggregate accounted for 13% of revenues. In the comparable quarter of 2003, four customers had revenues greater than 5%, which, in the aggregate accounted for 33% of revenues. With respect to our tentwo largest customers accountedin 2004, our contracts can be cancelled for 44% and 41%, respectively,convenience within 30 days’ notice. Our projects with these customers expire on various dates ranging fromJuly 2004 to January 2005. We do not anticipate any credit and/or collection issues with these customers. As is customary with most of revenues comparedour significant relationships, we may be able to 51% and 54%, respectively,continue with new or follow-on projects as

these initiatives progress into subsequent phases. However, there is no assurance that we will be able to renew these contracts. The cancellation or significant reduction in the use of revenues for the comparable periods in 2002.services from our key customers could have a material adverse effect on our results of operations.

Project Personnel and Expenses.Project personnel costs and expenses primarily consist of salaries, benefits and bonusesincentive compensation for consultants and reimbursable expenses associated with projects. Project personnel costs and expenses were $21.1$21.5 million in the quarter ended October 3, 2003,April 2, 2004, a decrease of $7.6$4.0 million or 26%16% compared to the quarter ended September 27, 2002. Project personnel costs and expenses were $68.1 million in the nine months ended October 3, 2003, aApril 4, 2003. This decrease of $28.9 million or 30% compared to the nine months ended September 27, 2002. These decreases werewas primarily due to the reduction in the number of consultants in order to balance workforce capacity with demand for services. Consultant headcount was 486493 as of October 3, 2003April 2, 2004 compared to 696540 as of September 27, 2002.April 4, 2003.

Project personnel and expenses as a percentage of revenues decreased slightly to 64% and 67%61% in the quarter and nine months ended October 3, 2003, respectively,April 2, 2004 from 69% and 71% in the comparable periodsperiod of 2002. These decreases were2003. This decrease was primarily the result of higher utilization of consultants during 2003which approximated 75% for the quarter ended April 2, 2004 compared to 2002, partially offset by slightly higher average cost per consultant attributable to a greater percentage of senior resources during the third quarter and first nine months of 2003 compared to68% for the comparable quarter and nine months of 2002.2003.

Selling, General and Administrative.Selling, general and administrative expenses decreased 22%4% to $10.2$12.0 million in the quarter ended October 3, 2003April 2, 2004 from $13.1$12.5 million in the quarter ended September 27, 2002. Selling, general and administrative expenses decreased 19% to $33.8 million in the nine months ended October 3, 2003 from $41.6 million in the nine months ended September 27, 2002.April 4, 2003. The overall decreasesdecrease in selling, general and administrative expenses werewas primarily due to our continued cost control initiatives and reduced discretionary spending. We reduced functional support headcount and as a result, incurred $722,000 oflower severance costs, in the first nine months of 2003 compared to $202,000 in the first nine months of 2002. Additionally, we incurred lower selling costsprofessional fees and reduced property and facility expenses as a result of a decrease in the number of offices from 12 at the end of the third quarter of 2002 to 9 at the end of the third quarter of 2003.headcount for back office functions. These reductions in expenses were partially offset by an increase in selling expenses for The Hackett Groupour benchmarking and business advisory services group related to an increased sales force.force and an increase in bad debt expense. Selling, general and administrative expenses as a percentage of revenues were comparable at 31% and 32%34% during the quarters ended October 3, 2003April 2, 2004 and September 27, 2002, respectively. Selling, general and administrative expenses as a percentage of revenues increased to 33% in the nine months ended October 3, 2003 from 30% in the comparable 2002 period. This variance was primarily attributable to lower revenues in the first nine months of 2003 compared to the first nine months of 2002.

Impairment of Goodwill and Cumulative Effect of Change in Accounting Principle.We adopted Statement of Financial Accounting Standards No. 142,Goodwill and Other Intangible Assets, during the first quarter of 2002. The new accounting rule eliminated the amortization of goodwill and changed the method of determining whether there is a goodwill impairment from an undiscounted cash flow method to a fair value method. As a result of the adoption of this standard, we incurred a non-cash transitional impairment charge of $31.2 million in the first quarter of 2002 due to the cumulative effect of a change in accounting principle. The new statement also requires that goodwill be tested for impairment on an annual basis and between annual tests in certain circumstances. We performed an impairment test primarily as a result of the decline in our stock price and that of our peer group during the quarter ended September 27, 2002 and recorded a non-cash impairment charge of $20.0 million.

Restructuring Costs.We recorded restructuring costs of $4.9 million for the nine months ended October 3, 2003 to increase previously established reserves recorded in the fourth quarters of 2002 and 2001 for the closure and consolidation of facilities. In 2003, existing reserves were increased to account for potentially higher estimated losses on the sublease of facilities as a result of lower than expected sublease rates and longer than expected time estimates to sublease facilities.April 4, 2003.

Stock Compensation Expense.Stock compensation expense in 20032004 primarily related to the issuance of restricted stock units under the tender offer program, which ended on July 14, 2003. This program involved voluntary stock option exchanges for employees at a senior director level or above who had been with the Company since July 4, 2002. We recorded a non-cash compensation charge of $551,000$575 thousand in the nine monthsquarter ended October 3, 2003April 2, 2004 based on the vesting provisions of the restricted stock units and the fair market value of the stock on the grant date. In addition, variable plan accounting for certain stock options that were not exchanged under the tender offer program resulted in $215 thousand of stock compensation expense for the quarter ended April 2, 2004.

Income Taxes.WeIn the first quarter of 2004, we recorded $225,000$43 thousand of net income tax expense for certain state and foreign taxes, which represented 4.3% of our pre tax income. Included in the net income tax expense is an income tax benefit attributable to a decrease in the valuation allowance as a result of the utilization of tax net operating loss carryforwards. The liability method of accounting for deferred income taxes requires that a change in the valuation allowance for deferred tax assets be included in income tax expense or benefit for the first nine months of 2003.current year. We did not recognize an income tax benefit for federal and state taxes for the first nine monthsquarter of 2003 due to the establishment of a valuation allowance for the tax benefit generated on losses during that quarter.

In 2002, we discontinued our interactive marketing business which we acquired with THINK New Ideas. We claimed a $92.0 million worthless stock deduction for our investment in THINK New Ideas in our 2002 tax return as a result of the first nine months. Ourdiscontinuance of THINK New Ideas. We voluntarily requested that the Internal Revenue Service (“IRS”) review this position on an expedited basis. This review is currently in process. Although we believe our tax benefit forposition is sustainable, there is no assurance that the first nine months of 2002 was 40% ofIRS will agree with our pre-tax loss from both continuing and discontinued operations. The fullconclusion or the amount of the deduction. The final resolution of this tax benefit has been reflected within continuing operations, consistent withmatter could result in a deduction materially less than the tax benefit presented in our consolidated statement of operations for the year ended January 3, 2003.amount claimed.

Liquidity and Capital Resources

We have funded our operations primarily with cash flow generated from operations and the proceeds from our initial public offering. At October 3, 2003,April 2, 2004, we had approximately $56.7$54.9 million in cash and cash equivalents compared to $63.4$54.4 million at

January 3, 2003. We2, 2004. At April 2, 2004 and January 2, 2004 we had $3.0 million and $2.9 million on deposit with a financial institution as collateral for letters of credit and have classified thesethis cash as restricted cash on the accompanying consolidated balance sheetsheets. We also had marketable investments of $10.0 million at October 3, 2003April 2, 2004 and January 3, 2003, respectively. At October 3, 2003 the Company also had $5.0 million in marketable investments.

Net cash provided by operating activities was $7.2 million$241 thousand for the nine monthsquarter ended October 3, 2003April 2, 2004 compared to $614,000net cash used of $3.4 million during the comparable periodfirst quarter of 2002.2003. During the nine monthsquarter ended October 3, 2003,April 2, 2004, net cash provided by operating activities was primarily attributable to our net income of $967 thousand and $2.4 million of non-cash

expenses, offset by a $9.8$1.4 million decrease in prepaid expenses and other assets primarily related to an $8.5 million tax refund received in the second quarter of 2003, and a $3.1 million decreaseincrease in accounts receivable and unbilled revenue. This effect was partially offset by our net loss of $5.9 million, adjusted for $4.4 million of non-cash expenses, a $2.4 million decrease in accounts payablerevenue and a $1.8$1.6 million decrease in accrued expenses and other liabilities. During the nine monthsquarter ended September 27, 2002,April 4, 2003, net cash provided byused in operating activities was primarily attributable to a $10.2$5.1 million decrease in accrued expenses and other liabilities and a $1.5 million decrease in accounts payable. These effects were partially offset by a $1.7 million decrease in prepaid expenses and other assets, a $1.2 million decrease in accounts receivable and unbilled revenue and our net loss of $1.0 million adjusted for the$1.4 million of non-cash expenses. Non-cash expenses which include the impact of adopting SFAS 142, impairment of goodwill,included depreciation and deferred income taxes. These effects were partially offset by a $10.0 million decrease in accrued expensesamortization, provision for doubtful accounts and other liabilities and a $3.6 million increase in prepaid expenses and other assets.non-cash compensation expense.

Net cash used in investing activities was $8.8 million$670 thousand for the nine monthsquarter ended October 3, 2003April 2, 2004 compared to $6.6 million$278 thousand used during the comparative period of 2002.2003. The uses of cash for investing activities in 20032004 were primarily attributable to the purchase of $5.0 million of marketable investments, $954,000$577 thousand for purchases of property and equipment and $2.8$93 thousand in deferred payments related to an acquisition, offset by $5.0 million used inof proceeds from the acquisitioncall of Beacon Analytics, Inc. in July 2003. The uses of cashmarketable investments. Cash used in investing activities in 2002 were2003 was mainly attributable to $3.5 million$273 thousand of purchases of property and equipment, an increase in restricted cash of $2.9 million and $236,000 used in the acquisition of a business.equipment.

Net cash provided by financing activities was $922 thousand for the quarter ended April 2, 2004 compared to net cash used in financing activities was $5.0of $1.7 million for the nine months ended October 3, 2003 compared to $4.6 million provided by financing activities during the comparable period of 2002.2003. During the nine monthsquarter ended October 3, 2003, $5.5 million of cash was used for repurchases of our common stock, offset by $457,000 of proceeds from the sale of stock through our Employee Stock Purchase Plan, as well as the sale of stock as a result of exercises of stock options. During the nine months ended

September 27, 2002,April 2, 2004, cash provided by financing activities was from the sale of stock as a result of exercises of stock options as well asoptions. During the sale of stock through our Employee Stock Purchase Plan, offset byquarter ended April 4, 2003, cash used in financing activities was for repurchases of our common stock of $1.5 million.stock.

On June 11, 2003, we commenced two tender offer programs involving voluntary stock option exchanges for our employees. The offering periods for the two stock option exchange programs ended on July 14, 2003. One program was offered to employees at a director level or below. Under this exchange program, employees holding nonqualified or incentive stock options to purchase our common stock with an exercise price of $4.50 or more were given the opportunity to exchange their existing options for new options to purchase shares of our common stock equal to an amount depending on the exercise price of the surrendered options. The new options will not be granted until at least six months and one day after acceptance of the surrendered options for exchange and cancellation. On July 14, 2003, we accepted for cancellation options to purchase 521,991 shares of our common stock and will issue new options to purchase 187,513 shares of our common stock in exchange for the options surrendered, assuming that all program participants are employed on the date that the new options are granted. The new options will vest over a two-year period from the date of grant. The other program was offered to employees at a senior director level or above. Under this exchange program, employees holding nonqualified options to purchase our common stock with an exercise price of $2.80 or more were given the opportunity to exchange their existing options for restricted stock units which were granted on a one-to-one ratio and are subject to a new four-year vesting schedule. On July 14, 2003, we accepted for cancellation options to purchase 3,826,561 shares of our common stock representing 95% of the 4,045,182 options that were eligible to be tendered in the exchange program. Pursuant to the terms of the exchange program, we issued 3,826,561 restricted stock units in exchange for the options surrendered. The issuance of these restricted stock units resulted in $551,000 of stock compensation expense for the quarter ended October 3, 2003 and is expected to result in approximately the same amount of stock compensation expense per quarter over the next four years. The remaining 218,621 eligible options that were not exchanged are required to be accounted for under variable plan accounting under APB Opinion No. 25. The weighted average exercise price of these remaining eligible options is $4.01.

In July30, 2002, we announced that our Board of Directors approved the repurchase of up to $5.0 million of our common stock. During the second quarter of 2003, our Board of Directors approved the repurchase of an additional $5.0 million of our common stock. Under the repurchase plans, we may buy back shares of our outstanding stock from time to time either on the open market or through privately negotiated transactions, subject to market conditions and trading restrictions. As of October 3, 2003,April 2, 2004, we had repurchased 3,550,279 shares of our common stock at an average price of $2.16 per share. The amount of shares repurchased to date includes 465,120 shares purchased from our president, who is also a director, at $2.15 per share. We hold repurchased shares of our common stock as treasury stock and account for treasury stock under the cost method.

In July 2003, weMay 2004, the Company purchased the assetsUS and India operations of Beacon Analytics,EZCommerce Global Solutions, Inc., a business performance management consulting company focusing onspecializing in the dual-shore implementation of Hyperionprimarily SAP and to a lesser extent Oracle software. The combined purchase price for this acquisition was $4.0$9 million in cash and approximately $2.5$3 million of contingent consideration due over the next threetwo years if certain earnings goals are achieved. This acquisition is expected to add approximately $8.0 million in annualized revenues.

We currently believe that available funds and cash flows generated by operations, if any, will be sufficient to fund our working capital and capital expenditure requirements for at least the next 12 months. We may decide to raise additional funds in order to fund expansion, to develop new or enhanced products and services, to respond to competitive pressures or to acquire complementary businesses or technologies. There is no assurance, however, that additional financing will be available when needed or desired.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At April 2, 2004, our exposure to market risk related primarily to changes in interest rates on our investment portfolio. Our marketable investments consist primarily of short-term fixed income securities. We invest only with high credit quality issuers and we do not use derivative financial instruments in our investment portfolio. We do not believe that there is anya significant increase or decrease in interest rates would have a material market risk exposure with respect to derivative or other financial instruments, which would require disclosure under this item.adverse impact on the fair value of our investment portfolio.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) pursuant to Rule 13a-14(c) and

Rule 15d-14(c) under the Securities Exchange Act of 1934. Based upon that evaluation,

the CEO and CFO concluded that, subject to the limitations noted below, our Disclosure Controls are effective in timely alerting them to material information required to be included in our periodic SEC filings.

Changes in Internal Controls

Subsequent to the date we carried out our evaluation, there have been no significant changes in our internal controls or other factors that could significantly affect these internal controls.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgements in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

PART II —- OTHER INFORMATION

Item 1. Legal Proceedings

Between November 2002 and January 2003, six class actions seeking unspecified damages were filed against Answerthink and certain of its current and former officers and directors alleging violations of the Securities and Exchange Act of 1934. The complaints allegealleged misstatements and omissions concerning, among other things, related party transactions during the alleged class period of February 8, 2000 to April 25, 2002. On January 7, 2003 the federal district court entered an order closing and consolidating these cases and any subsequently filed related cases (the “Consolidation Order”) into Druskin, et al. v. Answerthink, Inc., et al., Case No. 02-23304-CIV-GOLD. The Consolidated Amended ComplaintA consolidated amended complaint was filed on May 9, 2003. The Company filed a motion to dismiss (“the Motion”) the Consolidated Amended Complaintconsolidated amended complaint on July 15, 2003. The court heard oral argument ongranted the Company’s Motionmotion to dismiss the consolidated and amended complaint on October 24, 2003.January 5, 2004 and allowed the plaintiffs leave to amend the consolidated amended complaint. The parties await a ruling fromplaintiffs did not file an amended complaint within the time allowed by the court. ThereOn February 11, 2004, the court entered a final judgement dismissing the case against all parties with prejudice and closed the case. The time for appeal has expired and this matter is no deadline forconcluded.

We are involved in legal proceedings, claims, and litigation arising in the issuanceordinary course of this ruling. Basedbusiness not specifically discussed herein. In the opinion of management, the final disposition of such other matters will not have a material adverse effect on the statusour financial position or results of these actions, it is not possible to determine the range of loss to us, if any. We believe that the plaintiffs’ claims are without merit and intend to defend the lawsuits vigorously.operations.

Item 6. Exhibits and Reports on Form 8-K

(a)Exhibits

See Index to Exhibits on page 19, which is incorporated herein by reference.

The Exhibits listed in the accompanying Index to Exhibits are filed as part of this report.

(b)Reports on Form 8-K

A Current Report on Form 8-K was furnished with the Securities and Exchange Commission on July 29, 2003February 10, 2004 in connection with the announcement of the financial results for the thirdfourth quarter of 2003.

Two Current Reports on Form 8-K were filed with the Securities and Exchange Commission on February 17, 2004 and March 10, 2004 in connection with the adoption of the Shareholders’ Rights Plan during the first quarter of 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INDEX TO EXHIBITS

19