(Mark One) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the fiscal year ended
December 30, 2006
|
||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from to |
Delaware
|
36-4304577 | |
(State or other Jurisdiction
of
Incorporation or Organization) |
(I.R.S. Employer
Identification No.) |
1
Item 1.
Business.
Uncertainties associated with the attraction of new clients, the
continuation of existing and new engagements with existing
clients and the timing of related client commitments; reliance
on a relatively small number of customers for a significant
percentage of our revenue, reliance on major suppliers,
including Customer Relationship Management (CRM)
software providers and other alliance partners, and maintenance
of good relations with key business partners;
Risks involving the variability and predictability of the
number, size, scope, cost, and duration of and revenue from
client engagements;
Management of the other risks associated with increasingly
complex client projects and new service offerings, including
execution risk;
Management of growth and development and introduction of new
service offerings;
Challenges in attracting, training, motivating and retaining
highly skilled management, strategic, technical, product
development and other professional employees in a competitive
information technology labor market;
Continuing intense competition in the information technology
services industry generally and, in particular, among those
focusing on the provision of CRM services and software;
The rapid pace of technological innovation in the information
technology services industry;
The ability to raise sufficient amounts of debt or equity
capital to meet our future operating and financial needs;
Protection of our technology, proprietary information and other
intellectual property rights from challenges by third parties;
Future legislative or regulatory actions relating to the
information technology or information technology service
industries, including those relating to data privacy;
Risks associated with global operations, including those
relating to the economic conditions in each country, potential
currency exchange and credit volatility, compliance with a
variety of foreign laws and regulations and management of a
geographically dispersed organization;
General economic, business and market conditions;
Changes by the Financial Accounting Standards Board or the
Securities and Exchange Commission (SEC) of
authoritative accounting principles generally accepted in the
United States of America or policies or changes in the
application or interpretation of those rules or regulations;
Acts of war or terrorism, including, but not limited to, the
events taking place in the Middle East, the current military
action in Iraq and the continuing war on terrorism, as well as
actions taken or to be taken by the United States and other
governments as a result of further acts or threats of terrorism,
and the impact of these acts on economic, financial and social
conditions in the countries where we operate; and
2
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The timing and occurrence (or non-occurrence) of transactions
and events which may be subject to circumstances beyond our
control.
Consulting Services
Managed
Revenue
Services Revenue
Product Revenue
Analytics
tm
Service
Line
Assessments and
follow-on consulting
Subscription revenue and amortized
deployment revenue
None
Service Line
Implementation and follow-on
consulting
Contact Center monitoring, support
and hosting
Hardware and software resale,
primarily products from Cisco Systems
CRM
Consulting and systems integration
engagements
Marketing application hosting,
email fulfillment, and remote application support
None
Automatically measure customer satisfaction and agent
performance on every call;
Identify and understand customer personality;
Improve rapport between agent and customer;
Reduce call handle times while improving customer satisfaction;
3
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Identify opportunities to improve self-service
applications; and
Improve cross-sell and up-sell success rates.
2006
2005
2004
Percentage
Percentage
Percentage
Dollars
of Revenue
Dollars
of Revenue
Dollars
of Revenue
(In thousands)
$
44,332
49%
$
46,013
58%
$
50,185
69%
27,648
31%
19,543
25%
14,905
21%
71,980
80%
65,556
83%
65,090
90%
13,579
15%
9,710
12%
3,153
4%
85,559
95%
75,266
95%
68,243
94%
4,269
5%
3,742
5%
4,330
6%
$
89,828
100%
$
79,008
100%
$
72,573
100%
Evaluating our clients efficiency and effectiveness in
handling customer interactions. We observe, measure, and analyze
the critical aspects of each customer interaction, including the
number of legacy systems used to handle the situation,
interaction time, reason for interaction and actions taken to
resolve any customer issues.
4
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Performing detailed financial analysis to calculate the expected
return on investment for the implementation of various CRM
solutions. This process helps our clients establish goals,
alternatives and priorities and assigns client accountability
throughout resulting projects.
Designing integrated architectures for enterprise-wide contact
center environments. Our architects optimize cost efficiency
with reliability, functionality, and effectiveness as we help
our clients migrate to
state-of-the-art
infrastructure.
Implementing the functional, technical, and human performance
aspects of CRM solutions. This often involves the integration of
a variety of infrastructure and application hardware and
software from third-party vendors.
Behavioral
Analytics
tm
Managed Services (BAMS) include the deployment and
ongoing operation of our proprietary Behavioral
Analytics
tm
solution. Based on each clients business requirements, the
applications are configured and integrated into the
clients environment and then deployed in either a
remote-hosted or, in some cases, on-premise hosted environment.
The service is provided on a subscription basis and the contract
duration generally is three to five years. The fees and costs
related to the initial deployment are deferred and amortized
over the life of the contract.
Contact Center Managed Services (CCMS) include
monitoring, support, and hosting services related to complex IP
and traditional contact center voice architectures. These
services include routine maintenance and technology upgrades,
the resolution of highly complex issues that involve multiple
technology components and vendors, and, in some cases, the
deployment and operation of hosted environments. Our support and
monitoring services reduce the cost and impact of contact center
downtime and anticipate problems before they occur.
5
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6
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Item 1A.
Risk
Factors.
Delayed or lost revenue due to adverse client reaction;
Requirements to provide additional services to a client at a
reduced fee or at no charge;
7
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Negative publicity, which could damage our reputation and
adversely affect our ability to attract or retain
clients; and
Claims for damages against us, regardless of our responsibility
for such failure.
8
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9
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Actual or perceived lack of security of information;
Lack of access and ease of use;
Congestion of Internet traffic or other usage delays;
Inconsistent quality of service;
Uncertainty regarding intellectual property ownership;
Reluctance to adopt new business methods; and
Costs associated with the obsolescence of existing
infrastructure.
10
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Unanticipated cancellations or deferrals of, or reductions in
the scope of, major engagements;
Our ability to deliver complex projects;
The number, size and scope of our projects;
Our client retention and acquisition rate;
The length of the sales cycle associated with our solutions;
The efficiency with which we utilize our employees;
How we plan and manage our existing and new engagements;
Our ability to manage future growth;
11
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Changes in pricing policies by us or our competitors;
Number of billing days; and
Availability of qualified employees.
Item 1B.
Unresolved
Staff Comments.
Item 2.
Properties.
Item 3.
Legal
Proceedings.
Item 4.
Submission
of Matters to a Vote of Security Holders.
12
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Item 4A.
Executive
Officers of the Company.
Executive
Officer
50
President and Chief Executive
Officer
1999
42
Vice President, Client Services
2003
39
Vice President, Delivery
2004
47
Vice President, Operations and
Chief Financial Officer
2001
49
Vice President, General Counsel
and Corporate Secretary
2006
*
Member of the Board of Directors
13
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58
I-2
I-3
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
High
Low
$
19.80
$
17.20
19.36
11.66
18.25
12.44
16.50
9.63
$
11.54
$
6.25
7.60
5.29
6.93
4.11
8.37
5.98
14
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For eLoyalty Corporation,
NASDAQ Global Market Index and Peer Group Index
12/28/01
12/27/02
12/26/03
12/31/04
12/30/05
12/29/06
$
100.00
$
72.31
$
72.12
$
113.08
$
197.88
$
360.58
100.00
29.80
69.44
94.07
66.42
68.45
100.00
69.75
104.88
113.70
116.19
128.12
(1)
The Peer Group Index consists of
AnswerThink Inc., Diamond Management & Technology
Consultants, Inforte Corporation and Sapient Corporation.
15
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Total Number
Average
of Shares
Price Paid
Purchased
Per Share
190
$
18.31
44,330
$
17.94
44,520
$
17.94
16
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Item 6.
Selected
Financial Data.
(In thousands, except share and per share data)
For the Fiscal Years Ended
2006
2005
2004
2003
2002
$
71,980
$
65,556
$
65,090
$
56,579
$
76,605
13,579
9,710
3,153
2,198
2,194
85,559
75,266
68,243
58,777
78,799
4,269
3,742
4,330
3,802
7,899
89,828
79,008
72,573
62,579
86,698
58,604
49,477
46,468
43,087
48,362
10,183
7,331
2,434
1,778
1,550
68,787
56,808
48,902
44,865
49,912
4,269
3,742
4,330
3,802
7,899
73,056
60,550
53,232
48,667
57,811
25,328
20,385
19,482
23,727
29,110
737
411
947
2,405
9,075
2,095
5,151
5,247
5,299
5,483
370
532
350
63
557
101,586
87,029
79,258
80,718
101,479
(11,758
)
(8,021
)
(6,685
)
(18,139
)
(14,781
)
681
374
231
256
758
(11,077
)
(7,647
)
(6,454
)
(17,883
)
(14,023
)
(71
)
17
587
(388
)
(21,381
)
(3)
(11,148
)
(7,630
)
(5,867
)
(18,271
)
(35,404
)
(1,464
)
(1,471
)
(1,499
)
(1,508
)
(5,371
)
$
(12,612
)
$
(9,101
)
$
(7,366
)
$
(19,779
)
$
(40,775
)
$
(1.86
)
$
(1.43
)
$
(1.22
)
$
(3.48
)
$
(7.86
)
$
(1.86
)
$
(1.43
)
$
(1.22
)
$
(3.48
)
$
(7.86
)
6.77
6.36
6.03
5.69
5.19
11.70
10.90
10.44
9.86
9.17
17
Table of Contents
(1)
Noncash compensation, primarily
restricted stock, included in individual line items above:
For the Fiscal Year
2006
2005
2004
2003
2002
$
1,632
$
1,154
$
1,063
$
834
$
872
2,386
1,462
1,697
2,101
2,917
(25
)
176
(2)
The Company tests goodwill for
impairment annually. For the year ended December 27, 2003,
the analysis indicated that goodwill associated with our
International reporting unit was fully impaired and an
adjustment of $557 was recorded in the Consolidated Statement of
Operations.
(3)
Includes an income tax expense of
$26,693 to establish a valuation allowance for deferred tax
assets in fiscal year 2002.
(In thousands)
As of
December 30,
December 31,
January 1,
December 27,
December 28,
2006
2005
2005
2003
2002
$
31,928
$
18,375
$
20,793
$
28,002
$
58,458
$
$
4,000
$
6,975
$
9,850
$
$
32,640
$
25,341
$
28,565
$
33,869
$
47,859
$
64,568
$
45,228
$
55,367
$
59,805
$
88,827
$
$
$
$
$
8,600
$
5,471
$
1,145
$
1,438
$
1,144
$
2,358
$
20,902
$
20,910
$
21,169
$
21,197
$
22,153
$
18,614
$
11,475
$
18,963
$
24,018
$
40,303
(1)
Total cash consists of cash and
cash equivalents of $31,645, $17,851, $20,095, $27,103 and
$48,879 and restricted cash of $283, $524, $698, $899 and $9,579
as of December 30, 2006, December 31, 2005,
January 1, 2005, December 27, 2003 and
December 28, 2002, respectively.
(2)
Revision of auction rate securities
that had previously been presented in Total cash.
(3)
Represents current assets less
current liabilities.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations.
18
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19
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20
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21
Table of Contents
For the Fiscal Years Ended
2006
2005
Percentage
Percentage
Dollars
of Revenue
Dollars
of Revenue
(In thousands)
$
44,332
49%
$
46,013
58%
27,648
31%
19,543
25%
71,980
80%
65,556
83%
13,579
15%
9,710
12%
85,559
95%
75,266
95%
4,269
5%
3,742
5%
$
89,828
100%
$
79,008
100%
22
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23
Table of Contents
24
Table of Contents
For the Fiscal Years Ended
2005
2004
Percentage
Percentage
Dollars
of Revenue
Dollars
of Revenue
(In thousands)
$
46,013
58%
$
50,185
69%
19,543
25%
14,905
21%
65,556
83%
65,090
90%
9,710
12%
3,153
4%
75,266
95%
68,243
94%
3,742
5%
4,330
6%
$
79,008
100%
$
72,573
100%
25
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26
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27
Table of Contents
28
Table of Contents
Less Than
More Than
Contractual Obligations
Total
1 Year
1-3 Years
3-5 Years
5 Years
(In thousands)
$
108
$
108
$
$
$
$
3,014
$
1,197
$
1,492
$
325
$
$
428
$
428
$
$
$
$
7,641
$
7,641
$
$
$
$
11,191
$
9,374
$
1,492
$
325
$
29
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Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk.
30
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Item 8.
Financial
Statements and Supplementary Data.
Page
32
34
35
36
37
38
39
60
31
Table of Contents
32
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33
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34
Table of Contents
an integral part of this financial information.
35
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an integral part of this financial information.
36
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For the Fiscal Years Ended
2006
2005
2004
$
(11,148
)
$
(7,630
)
$
(5,867
)
2,465
5,683
5,597
4,018
2,616
2,760
(1,977
)
344
(2,395
)
(5,314
)
(319
)
(1,979
)
2,266
457
(1,409
)
(1,962
)
(1,958
)
(1,271
)
8,306
(800
)
3,773
1,113
(726
)
(2,141
)
(771
)
332
2
(3,004
)
(2,001
)
(2,930
)
7
(5,587
)
4,000
3,772
11,225
(797
)
(8,350
)
(3,979
)
(1,509
)
(475
)
21
1,473
(3,187
)
17,754
241
174
201
(1,464
)
(1,480
)
(1,483
)
67
1
16,598
(1,306
)
(1,281
)
179
(410
)
390
13,794
(2,244
)
(7,008
)
17,851
20,095
27,103
$
31,645
$
17,851
$
20,095
$
$
17
$
10
an integral part of this financial information.
37
Table of Contents
Accumulated
Additional
Other
Total
Common Stock
Paid-in
(Accumulated
Comprehensive
Unearned
Stockholders
Shares
Amount
Capital
Deficit)
Loss
Compensation
Equity
6,919,599
$
69
$
149,140
$
(115,165
)
$
(3,832
)
$
(6,194
)
$
24,018
(5,867
)
(5,867
)
381
381
(5,486
)
738,027
7
4,309
(4,316
)
312
1
1
(256,291
)
(2
)
(1,320
)
3,223
1,901
5,418
28
28
(1,499
)
(1,499
)
7,407,065
$
74
$
150,659
$
(121,032
)
$
(3,451
)
$
(7,287
)
$
18,963
(7,630
)
(7,630
)
(496
)
(496
)
(8,126
)
373,734
4
1,992
(1,996
)
(219,719
)
(2
)
(1,490
)
3,342
1,850
50,835
259
259
(1,471
)
(1,471
)
7,611,915
$
76
$
149,949
$
(128,662
)
$
(3,947
)
$
(5,941
)
$
11,475
(11,148
)
(11,148
)
221
221
(10,927
)
(5,941
)
5,941
1,001,342
10
17,744
17,754
11,963
67
67
754,718
7
407
414
(302,743
)
(2
)
1,289
1,287
1,599
8
8
(1,464
)
(1,464
)
9,078,794
$
91
$
162,059
$
(139,810
)
$
(3,726
)
$
$
18,614
an integral part of this financial information.
38
Table of Contents
For the Year Ended
January 1, 2005
Previously
Revision
As
Reported
Amount
Revised
$
$
6,975
$
6,975
$
$
11,225
$
11,225
$
$
(8,350
)
$
(8,350
)
$
(6,062
)
$
2,875
$
(3,187
)
$
(9,883
)
$
2,875
$
(7,008
)
$
36,953
$
(9,850
)
$
27,103
$
27,070
$
(6,975
)
$
20,095
39
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40
Table of Contents
41
Table of Contents
Total
$
2,650
(7
)
$
2,643
$
2,643
42
Table of Contents
43
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Note Three
Acquisition
$
1,387
1,167
989
972
1,800
6,315
(735
)
$
5,580
44
Table of Contents
Note Four
Severance
and Related Costs
45
Table of Contents
Employee
Severance
Facilities
Other
Total
$
1,656
$
1,863
$
116
$
3,635
1,240
78
1,318
(362
)
(9
)
(371
)
878
(9
)
78
947
(1,820
)
(651
)
(166
)
(2,637
)
714
1,203
28
1,945
592
25
617
(115
)
(92
)
1
(206
)
477
(92
)
26
411
(1,147
)
(457
)
(50
)
(1,654
)
44
654
4
702
777
8
785
(18
)
(31
)
1
(48
)
759
(31
)
9
737
(779
)
(331
)
(13
)
(1,123
)
$
24
$
292
$
$
316
As of
December 30,
December 31,
2006
2005
$
11,774
$
10,711
1,135
278
12,909
10,989
(93
)
(188
)
$
12,816
$
10,801
46
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As of
December 30,
December 31,
2006
2005
$
25,697
$
26,557
1,947
2,436
1,625
1,219
29,269
30,212
(24,476
)
(27,081
)
$
4,793
$
3,131
For the Fiscal Years Ended
2006
2005
2004
$
(12,505
)
$
(5,889
)
$
(5,127
)
1,428
(1,758
)
(1,327
)
$
(11,077
)
$
(7,647
)
$
(6,454
)
For the Fiscal Years Ended
2006
2005
2004
$
$
$
(1
)
25
(10
)
18
562
(10
)
17
587
(55
)
(6
)
(61
)
$
(71
)
$
17
$
587
47
Table of Contents
For the Fiscal Years Ended
2006
2005
2004
$
3,877
$
2,677
$
2,259
(6
)
317
256
(20
)
93
(1,269
)
(618
)
(94
)
(94
)
(95
)
159
(3,209
)
(2,976
)
(724
)
$
(71
)
$
17
$
587
As of
December 30,
December 31,
2006
2005
$
53,900
$
50,474
36
73
1,558
1,654
2,729
3,103
237
274
600
594
(56,628
)
(54,666
)
2,432
1,506
(2,493
)
(1,506
)
(2,493
)
(1,506
)
$
(61
)
$
48
Table of Contents
As of
December 30,
December 31,
2006
2005
$
3,877
$
211
1,023
$
3,877
$
1,234
As of
December 30,
December 31,
2006
2005
$
732
$
732
815
495
2,873
1,819
$
4,420
$
3,046
49
Table of Contents
50
Table of Contents
51
Table of Contents
2006
$
(197
)
$
(197
)
$
(0.03
)
52
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Weighted
Average
Shares
Price
1,145,296
$
5.72
714,337
$
6.04
(387,972
)
$
6.71
(140,209
)
$
4.55
1,331,452
$
5.73
406,500
$
4.91
(465,727
)
$
5.86
(92,268
)
$
6.28
1,179,957
$
5.35
761,100
$
14.14
(525,221
)
$
6.64
(152,729
)
$
9.19
1,263,107
$
9.69
2006
2005
2004
$
8,049
$
3,214
$
2,199
53
Table of Contents
For the Fiscal
Years Ended
2005
2004
$
(9,101
)
$
(7,366
)
2,616
2,585
(2,839
)
(5,108
)
$
(9,324
)
$
(9,889
)
$
(1.43
)
$
(1.22
)
$
(1.47
)
$
(1.64
)
$
(1.43
)
$
(1.22
)
$
(1.47
)
$
(1.64
)
For the Fiscal Years Ended
2006
2005
2004
5.0%
3.4%
1.8% 3.5%
78%
101%
108% 114%
5.0 years
5.0 years
5.0 years
54
Table of Contents
Weighted
Weighted
Average
Average
Weighted
Remaining
Fair Value
Average
Contractual
of Option
Options
Exercise Price
Life (Years)
Grants
636,040
$
30.18
7.6
431,469
$
41.09
7,800
$
5.85
$
4.66
(312
)
$
4.15
(54,206
)
$
31.79
589,322
$
29.71
7.0
464,576
$
36.45
4,800
$
4.63
$
3.52
$
(41,757
)
$
65.70
552,365
$
26.78
6.1
477,782
$
30.36
4,800
$
13.50
$
8.92
(11,963
)
$
14.26
(31,333
)
$
66.01
513,869
$
24.75
5.4
470,635
$
26.63
$
3,306
$
2,683
2006
2005
2004
$
170
$
219
$
494
$
104
$
$
1
$
67
$
$
1
55
Table of Contents
For the Fiscal Years Ended
2006
2005
2004
$
(11,148
)
$
(7,630
)
$
(5,867
)
(1,464
)
(1,471
)
(1,499
)
$
(12,612
)
$
(9,101
)
$
(7,366
)
$
(1.65
)
$
(1.20
)
$
(0.97
)
$
(1.86
)
$
(1.43
)
$
(1.22
)
For the Fiscal Years Ended
2006
2005
2004
6,769
6,359
6,027
4,927
4,536
4,408
(1)
In periods in which there was a
loss, the dilutive effect of common stock equivalents, which is
primarily related to the 7% Series B Convertible Preferred
Stock, was not included in the diluted loss per share
calculation as they were antidilutive.
56
Table of Contents
North
America
International
Total
$
81,469
$
4,090
$
85,559
$
69,955
$
5,311
$
75,266
$
61,662
$
6,581
$
68,243
$
(12,010
)
$
252
$
(11,758
)
$
(6,224
)
$
(1,797
)
$
(8,021
)
$
(5,640
)
$
(1,045
)
$
(6,685
)
$
2,435
$
30
$
2,465
$
5,647
$
36
$
5,683
$
5,558
$
39
$
5,597
$
3,979
$
$
3,979
$
1,509
$
$
1,509
$
475
$
$
475
$
60,874
$
3,694
$
64,568
$
40,010
$
5,218
$
45,228
North America
International
United
United
States
Canada
Total
Kingdom
Ireland
Germany
Australia
Total
Total
$
76,437
$
5,032
$
81,469
$
4
$
3,709
$
227
$
150
$
4,090
$
85,559
$
64,953
$
5,002
$
69,955
$
1,219
$
3,329
$
610
$
153
$
5,311
$
75,266
$
57,783
$
3,879
$
61,662
$
574
$
4,690
$
1,054
$
263
$
6,581
$
68,243
57
Table of Contents
2006
2005
2004
Percentage of
Percentage of
Percentage of
Dollars
Revenue
Dollars
Revenue
Dollars
Revenue
$
44,332
49%
$
46,013
58%
$
50,185
69%
27,648
31%
19,543
25%
14,905
21%
71,980
80%
65,556
83%
65,090
90%
13,579
15%
9,710
12%
3,153
4%
85,559
95%
75,266
95%
68,243
94%
4,269
5%
3,742
5%
4,330
6%
$
89,828
100%
$
79,008
100%
$
72,573
100%
Amount
$
1,197
793
699
325
$
3,014
Table of Contents
For the Fiscal Year Ended 2006
1st
2nd
3rd
4th
Year
$
19,627
$
20,550
$
25,916
$
23,735
$
89,828
$
(3,545
)
(1)(2)
$
(5,241
)
(1)
$
(222
)
(1)
$
(2,750
)
(1)
$
(11,758
)
(1)(2)
$
(3,803
)
(1)(2)
$
(5,507
)
(1)
$
(370
)
(1)
$
(2,932
)
(1)
$
(12,612
)
(1)(2)
$
(0.58
)
$
(0.82
)
$
(0.05
)
$
(0.42
)
$
(1.86
)
$
(0.58
)
$
(0.82
)
$
(0.05
)
$
(0.42
)
$
(1.86
)
6.60
6.70
6.79
7.00
6.77
For the Fiscal Year Ended 2005
1st
2nd
3rd
4th
Year
$
19,490
$
19,613
$
21,307
$
18,598
$
79,008
$
(2,009
)
$
(3,012
)
(3)
$
(557
)
(4)
$
(2,443
)
$
(8,021
)
$
(2,301
)
$
(3,304
)
(3)
$
(814
)
(4)
$
(2,682
)
$
(9,101
)
$
(0.37
)
$
(0.52
)
$
(0.12
)
$
(0.41
)
$
(1.43
)
$
(0.37
)
$
(0.52
)
$
(0.12
)
$
(0.41
)
$
(1.43
)
6.22
6.31
6.71
6.50
6.36
(1)
Includes $387, $(42), $385 and $7
related to severance and related costs for the first, second,
third and fourth quarters of fiscal year 2006 associated with
cost reduction plans.
(2)
Includes $841 of income related to
a minimum purchase agreement that expired at the end of the
first quarter of 2006.
(3)
Includes a $515 charge relating to
severance and related costs associated with cost reduction plans.
(4)
Includes $104 of income related to
a favorable adjustment primarily related to a previous estimated
severance cost accrual.
59
Table of Contents
Additions
Additions
Balance at
Charged to
Charged to
Balance
Beginning
Costs and
Other
at End of
of Period
Expenses
Accounts
Deductions
Period
$
188
(95
)
$
93
$
389
(201
)
(1)
$
188
$
1,493
(502
)
(1)
(602
)
$
389
$
54,666
1,962
$
56,628
$
52,610
2,976
(920
)
(2)
$
54,666
$
53,334
(724
)
$
52,610
(1)
Reflects recovery of previous
reserved balance.
(2)
The valuation allowance and
deferred tax assets decreased $920 in 2005 as a result of
adjustments to the deferred tax accounts for the write-off of
certain state net operating loss deferred tax assets, as well as
revisions to the prior year deferred tax asset accounts and the
related valuation allowance that were in offsetting amounts.
60
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Item 9A.
Controls
and Procedures.
(a)
Evaluation
of Disclosure Controls and Procedures
(b)
Managements
Annual Report on Internal Control over Financial
Reporting
(c)
Changes
in Internal Control over Financial Reporting
Item 9B.
Other
Information.
Item 10.
Directors
and Executive Officers of the Registrant.
61
Table of Contents
Item 11.
Executive
Compensation.
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Number of Securities
to be Issued
Weighted Average
Upon Exercise of
Exercise Price of
Number of Securities
Outstanding Options,
Outstanding Options,
Remaining Available for
Warrants and
Rights
(1)
Warrants and Rights
Future
Issuance
(1)(2)
498,203
$
24.39
136,034
(3)
15,666
$
36.34
83,978
513,869
$
24.75
220,012
(1)
Reflects number of shares of the
Companys common stock.
(2)
All of the securities available for
future issuance listed herein may be issued other than upon the
exercise of an option, warrant or similar right. All of these
shares are available for award in the form of restricted stock,
bonus stock, performance shares or similar awards under
eLoyaltys applicable equity compensation plans.
(3)
eLoyaltys plan that has been
approved by its stockholders is the 1999 Stock Incentive Plan.
This plan includes an automatic increase feature
whereby, as of the first day of each fiscal year, the number of
shares available for awards, other than incentive stock options,
automatically increases by an amount equal to five percent (5%)
of the number of shares of common stock then outstanding.
(4)
Does not include (i) shares of
restricted common stock held by employees, of which
1,108,017 shares were issued and outstanding as of
December 30, 2006, which are included in the amount of
issued and outstanding shares or (ii) 155,090 shares
of common stock issuable pursuant to installment stock awards
granted to employees, which (subject to specified conditions)
will be issued in the future in consideration of the
employees services to the Company.
62
Table of Contents
Item 13.
Certain
Relationships and Related Transactions.
Item 14.
Principal
Accounting Fees and Services.
Item 15.
Exhibits
and Financial Statement Schedules.
63
Table of Contents
By
64
Table of Contents
Exhibit
No.
3
.1
Certificate of Incorporation of
eLoyalty, as amended (filed as Exhibit 3.1 to
eLoyaltys Registration Statement on
Form S-1
(Registration
No. 333-94293)
(the
S-1)).
3
.2
Certificate of Designation of
Series A Junior Participating Preferred Stock of the
Company (included as Exhibit 4.2 to Amendment No. 1 to
eLoyaltys Registration Statement on
Form 8-A
(File
No. 0-27975)
filed with the SEC on March 24, 2000 (the
8-A
Amendment)).
3
.3
Certificate of Amendment to
eLoyaltys Certificate of Incorporation December 19,
2001 (filed as Exhibit 3.3 to eLoyaltys Annual Report
on
Form 10-K
for the year ended December 29, 2001).
3
.4
Certificate of Amendment to
eLoyaltys Certificate of Incorporation December 19,
2001 (filed as Exhibit 3.4 to eLoyaltys Annual Report
on
Form 10-K
for the year ended December 29, 2001).
3
.5
Certificate of Increase of
Series A Junior Participating Preferred Stock of eLoyalty,
filed December 19, 2001 (filed as Exhibit 3.5 to
eLoyaltys Annual Report on
Form 10-K
for the year ended December 29, 2001).
3
.6
Certificate of Designation of 7%
Series B Convertible Preferred Stock of eLoyalty, filed
December 19, 2001 (filed as Exhibit 3.6 to
eLoyaltys Annual Report on
Form 10-K
for the year ended December 29, 2001).
3
.7
By-Laws of eLoyalty (filed as
Exhibit 3.2 to the
S-1).
4
.1
Rights Agreement, dated as of
March 17, 2000, between eLoyalty and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (filed as
Exhibit 4.1 to the
8-A
Amendment).
4
.2
Amendment, dated as of
September 24, 2001, to the Rights Agreement between
eLoyalty and Mellon Investor Services LLC (filed as
Exhibit 4.2 to eLoyaltys Current Report on
Form 8-K
dated September 24, 2001, File
No. 0-27975).
4
.3
Certificate of Adjustment dated
January 10, 2002 (filed as Exhibit 4.3 to
eLoyaltys Annual Report on
Form 10-K
for the year ended December 29, 2001).
4
.4
Registration Statement filed on
Form S-3
on November 8, 2006.
10
.1
Form of Tax Sharing and
Disaffiliation Agreement between Technology Solutions Company
(TSC) and eLoyalty (filed as Exhibit 10.6 to
the
S-1).
10
.2
Amended and Restated Investor
Rights Agreement, dated as of December 19, 2001, by and
among eLoyalty and the stockholders named therein (filed as
Exhibit 10.3 to eLoyaltys Annual Report on
Form 10-K
for the year ended December 29, 2001).
10
.3*
eLoyalty Corporation 2000 Stock
Incentive Plan (as Amended and Restated as of September 24,
2001) (filed as Exhibit (d)(2) to eLoyaltys Tender
Offer Statement on Schedule TO filed October 15, 2001).
10
.4*
eLoyalty Corporation 1999 Stock
Incentive Plan (as Amended and Restated as of May 16, 2002)
(filed as Exhibit 10.3 to eLoyaltys Quarterly Report
on
Form 10-Q
for the quarter ended June 29, 2002).
10
.5
Summary of eLoyalty
Corporations Vice President Compensation Program, as
amended, May 11, 2005.
10
.6*
Form of Restricted Stock Award
Agreement between applicable participant and eLoyalty (filed as
Exhibit 10.23 to eLoyaltys Annual Report on
Form 10-K
for the year ended January 1, 2005).
10
.7*
Form of Installment Stock Award
Agreement between applicable participant and eLoyalty (filed as
Exhibit 10.24 to eLoyaltys Annual Report on
Form 10-K
for the year ended January 1, 2005).
10
.8*+
Form of Option Award Agreement
between applicable participant and eLoyalty.
10
.9
Loan Agreement, dated as of
December 17, 2001, between eLoyalty Corporation and LaSalle
Bank National Association, together with Amendment No. 1 to
Loan Agreement, dated as of February 27, 2002 (filed as
Exhibit 10.27 to eLoyaltys Annual Report on
Form 10-K
for the year ended December 29, 2001).
I-1
Table of Contents
Exhibit
No.
10
.10
Amendment No. 2 to Loan
Agreement, dated as of March 18, 2002, between LaSalle Bank
National Association and eLoyalty Corporation (filed as
Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended March 30, 2002).
10
.11
Amendment No. 3 to Loan
Agreement, dated as of May 13, 2002, between LaSalle Bank
National Association and eLoyalty Corporation (filed as
Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended June 29, 2002).
10
.12
Amendment No. 4 to Loan
Agreement, dated as of December 9, 2002, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.22 to eLoyaltys Annual Report on
Form 10-K
for the year ended December 28, 2002).
10
.13
Amendment No. 5 to Loan
Agreement, dated as of May 14, 2003, between LaSalle Bank
National Association and eLoyalty Corporation (filed as
Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended June 28, 2003).
10
.14
Amendment No. 6 to Loan
Agreement, dated as of September 8, 2003, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended September 27, 2003).
10
.15
Amendment No. 7 to Loan
Agreement, dated as of December 23, 2003, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.19 to eLoyaltys Annual Report on
Form 10-K
for the year ended December 27, 2003).
10
.16
Amendment No. 8 to Loan
Agreement, dated as of December 21, 2004, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.16 to eLoyaltys Annual Report on
Form 10-K
for the year ended January 1, 2005).
10
.17
Amendment No. 9 to Loan
Agreement, dated as of December 2, 2005, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.16 to eLoyaltys Annual Report on Form 10-K for
the year ended December 31, 2005).
10
.18
Amendment No. 10 to Loan
Agreement, dated as of December 22, 2005, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.17 to eLoyaltys Annual Report on Form 10-K for
the year ended December 31, 2005).
10
.19
Amendment No. 11 to Loan
Agreement, dated as of September 18, 2006, between LaSalle
Bank National Association and eLoyalty Corporation (filed as
Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2006).
10
.20+
Amendment No. 12 to Loan
Agreement, dated as of December 21, 2006, between LaSalle
Bank National Association and eLoyalty Corporation.
10
.21*
Form of Indemnification Agreement
entered into between eLoyalty Corporation and each of Tench Coxe
and Jay C. Hoag (filed as Exhibit 10.15 to the
S-1).
10
.22*
Employment Agreement, dated as of
November 7, 2002, between eLoyalty Corporation and Kelly D.
Conway (filed as Exhibit 10.1 to eLoyaltys Quarterly
Report on
Form 10-Q
for the quarter ended September 28, 2002).
10
.23*+
Indemnification Agreement, dated
March 2, 2007, between Kelly D. Conway and eLoyalty.
10
.24*
Employment Agreement, effective
June 1, 2001, between Steven C. Pollema and eLoyalty (filed
as Exhibit 10.1 to eLoyaltys Quarterly Report on
Form 10-Q
for the quarter ended June 30, 2001, File
No. 0-27975).
10
.25*
Indemnification Agreement, dated
June 11, 2001, between Steven C. Pollema and eLoyalty
(filed as Exhibit 10.3 to eLoyaltys Quarterly Report
on
Form 10-Q
for the quarter ended June 30, 2001, File
No. 0-27975).
10
.26*+
Amended Employment Agreement,
dated January 8, 2007, between Karen Bolton and eLoyalty.
10
.27*
Employment Agreement, dated
December 17, 2004, between Christopher Danson and eLoyalty
(filed as Exhibit 10.25 to eLoyaltys Annual Report on
Form 10-K
for the year ended January 1, 2005).
10
.28*
Indemnification Agreement,
effective as of December 17, 2004, between Christopher
Danson and eLoyalty (filed as Exhibit 10.26 to
eLoyaltys Annual Report on
Form 10-K
for the year ended January 1, 2005).
Table of Contents
Exhibit
No.
10
.29*+
Employment Agreement, dated
April 24, 2006, between Steven Shapiro and eLoyalty.
10
.30*+
Indemnification Agreement,
effective as of April 24, 2006, between Steven Shapiro and
eLoyalty.
10
.31*+
Summary of Director Compensation.
10
.32*+
Summary of 2007 Named Executive
Officer Compensation.
14
.1
Code of Conduct (filed as
Exhibit 14.1 to eLoyaltys Annual Report on
Form 10-K
for the year ended December 27, 2003).
21
.1+
Subsidiaries of eLoyalty
Corporation.
23
.1+
Consent of Grant Thornton LLP.
23
.2+
Consent of PricewaterhouseCoopers
LLP.
24
.1+
Power of Attorney from Tench Coxe,
Director.
24
.2+
Power of Attorney from Jay C.
Hoag, Director.
24
.3+
Power of Attorney from John T.
Kohler, Director.
24
.4+
Power of Attorney from Michael J.
Murray, Director.
24
.5+
Power of Attorney from John C.
Staley, Director.
31
.1+
Certification of Kelly D. Conway
under Section 302 of the Sarbanes-Oxley Act of 2002.
31
.2+
Certification of Steven C. Pollema
under Section 302 of the Sarbanes-Oxley Act of 2002.
32
.1+
Certification of Kelly D. Conway
and Steven C. Pollema under Section 906 of the
Sarbanes-Oxley Act of 2002.
+
Filed herewith.
*
Represents a management contract or compensatory plan or
arrangement.
- 1 -
- 2 -
eLoyalty Corporation | ||||
|
||||
By:
|
||||
|
|
|||
Its: President & Chief Executive Officer |
- 3 -
- 4 -
- 5 -
- 2 -
- 3 -
eLOYALTY CORPORATION, a Delaware corporation, as Borrower | ||||||
|
||||||
|
By |
Steven Pollema
|
||||
|
Its |
Vice President, Operations and CFO
|
||||
|
||||||
LASALLE BANK NATIONAL ASSOCIATION, as Lender | ||||||
|
||||||
|
By |
Erin Frey
|
||||
|
Its |
Vice President
|
- 4 -
Page 1 of 7
Page 2 of 7
Page 3 of 7
Page 4 of 7
Page 5 of 7
(a) | If to the Company, to: |
(b) |
eLoyalty Corporation
150 Field Drive Suite 250 Lake Forest, Illinois 60045 Attention: General Counsel Facsimile: (847) 582-7002 |
Page 6 of 7
(c) | If to Indemnitee , to: |
Kelly D. Conway
115 Moffett Road Lake Bluff, IL 60044 |
Page 7 of 7
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
eLoyalty Corporation (Company) | Karen Bolton (Employee) | |||
|
||||
By:
|
/s/ KELLY D. CONWAY | /s/ KAREN BOLTON | ||
|
||||
Title:
|
President and Chief Executive Officer | Vice President, Client Services |
13.
2.
3.
4.
5.
6.
7.
8.
9.
10.
eLoyalty Corporation (Company) | Steven H. Shapiro (Employee) | |||
|
||||
By:
|
/s/ Kelly D. Conway | /s/ Steven H. Shapiro | ||
|
||||
Title:
|
President & Chief Executive Officer | |||
Date:
|
April 24, 2006 | Date: April 24, 2006 |
11.
2
3
4
5
6
7
Kelly D. Conway:
|
$ | 480,000 | ||
Karen Bolton:
|
$ | 300,000 | ||
Christopher J. Danson:
|
$ | 300,000 | ||
Steven C. Pollema:
|
$ | 300,000 | ||
Steven H. Shapiro
|
$ | 285,000 |
Name of Company
Jurisdiction of Incorporation
Delaware
Illinois
Netherlands
Canada
Germany
England & Wales
France
Australia
Ireland
Switzerland
|
Tench Coxe
|
|||
|
Signature | |||
|
||||
|
Tench Coxe | |||
|
||||
|
Printed Name |
|
Jay C. Hoag
|
|||
|
Signature | |||
|
||||
|
Jay C. Hoag | |||
|
||||
|
Printed Name |
|
John T. Kohler
|
|||
|
Signature | |||
|
||||
|
John T. Kohler | |||
|
||||
|
Printed Name |
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Michael J. Murray
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Signature | |||
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Michael J. Murray | |||
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Printed Name |
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John C. Staley | ||
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Signature | ||
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John C. Staley | ||
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Printed Name |
By
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/s/ KELLY D. CONWAY
President & Chief Executive Officer |
By
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/s/ STEVEN C. POLLEMA
Vice President, Operations and Chief Financial Officer |
/s/ KELLY D. CONWAY
President & Chief Executive Officer |
/s/ STEVEN C. POLLEMA
Vice President, Operations and Chief Financial Officer |