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UNITED
  STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549____________________FORM 10-K(Mark One)|X|ANNUAL
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
  FOR THE FISCAL YEAR ENDED JANUARY 3, 2003
  OR|_|TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM ________ TO ________COMMISSION FILE NUMBER 0-24343Answerthink, Inc.(Exact name of registrant as specified in its charter)____________________

|FLORIDA                                        | 65-0750100                  
|---------------------------------------------- | ----------------------------
|(State
      or other jurisdiction of          | (I.R.S.
      Employer      
|incorporation
      or organization)           | Identification
      Number)
|                                               |                             
|1001
      Brickell Bay Drive, Suite 3000      |                             
|Miami,
      Florida                           | 33131                       
|(Address
      of principal executive offices) | (Zip
      Code)            

(305)
  375-8005(Registrants
  telephone number, including area code)

Securities
  registered pursuant to Section 12(b) of the Act: None

Securities
  registered pursuant to Section 12(g) of the Act:
  Common Stock, par value $.001 per share

Indicate
  by check mark whether the registrant: (1) has filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. YES |X|    NO |_|

Indicate
  by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
  S-K is not contained herein, and will not be contained, to the best of registrants
  knowledge, in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.|X|

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

The
  aggregate market value of the common stock held by non-affiliates of the registrant
  was $167,944,352 on June 28, 2002 based on the last reported sale price of the
  registrants common stock on the Nasdaq National Market on June 28, 2002.

The number of shares of
  the registrants common stock outstanding on March 14, 2003 was 46,415,527.

DOCUMENTS
  INCORPORATED BY REFERENCE

Part
  III of the Form 10-K incorporates by reference certain portions of the Registrants
  proxy statement for its 2003 Annual Meeting of Stockholders to be filed with
  the Commission not later than 120 days after the end of the fiscal year covered
  by this report.

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ANSWERTHINK,
  INC.

FORM
  10-K

TABLE
  OF CONTENTS

|                        |                                                                                             | Page
|----------------------- | ------------------------------------------------------------------------------------------- | ----
|                        |                                                                                             |     
|PART
      I           
|                        |                                                                                             |     
|ITEM
      1.           | Business                                                                                    | 1   
|                        |                                                                                             |     
|ITEM
      2.           | Properties                                                                                  | 11  
|                        |                                                                                             |     
|ITEM
      3.           | Legal
      Proceedings                                                                     | 11  
|                        |                                                                                             |     
|ITEM
      4.           | Submission
      of Matters to a Vote of Security Holders                                   | 11  
|                        |                                                                                             |     
|PART
      II          
|                        |                                                                                             |     
|ITEM
      5.           | Market
      for Registrants Common Equity and Related Stockholder Matters                 | 12  
|                        |                                                                                             |     
|ITEM
      6.           | Selected
      Consolidated Financial Data                                                  | 13  
|                        |                                                                                             |     
|ITEM
      7.           | Managements
      Discussion and Analysis of Financial Condition and Results of Operations | 14  
|                        |                                                                                             |     
|ITEM
      7A.          | Quantitative
      and Qualitative Disclosures about Market Risk                            | 21  
|                        |                                                                                             |     
|ITEM
      8.           | Financial
      Statements and Supplementary Data                                           | 22  
|                        |                                                                                             |     
|ITEM
      9.           | Changes
      in and Disagreements with Accountants on Accounting and Financial Disclosures | 44  
|                        |                                                                                             |     
|PART
      III         
|                        |                                                                                             |     
|ITEM
      10.          | Directors
      and Executive Officers of the Registrant                                    | 44  
|                        |                                                                                             |     
|ITEM
      11.          | Executive
      Compensation                                                                | 44  
|                        |                                                                                             |     
|ITEM
      12.          | Security
      Ownership of Certain Beneficial Owners and Management                        | 44  
|                        |                                                                                             |     
|ITEM
      13.          | Certain
      Relationships and Related Transactions                                        | 44  
|                        |                                                                                             |     
|ITEM
      14.          | Control
      and Procedures                                                                | 44  
|                        |                                                                                             |     
|PART
      IV          
|                        |                                                                                             |     
|ITEM
      15.          | Exhibits,
      Financial Statement Schedules and Reports on Form 8-K                       | 45  
|                        |                                                                                             |     
|Signatures              |                                                                                             | 46  
|                        |                                                                                             |     
|Certifications          | 47                                                                                         
|                        |                                                                                             |     
|Index
      to Exhibits | 49                                                                                         

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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 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 and our actions
  in connection with such litigation. An additional description of our risk factors
  is described in Part 1Item 1 BusinessRisk Factors. We
  undertake no obligation to update or revise publicly any forward-looking statements,
  whether as a result of new information, future events or otherwise.

PART
  I

ITEM 1. BUSINESS

GENERAL

Answerthink,
  Inc. (Answerthink) (www.answerthink.com) is a leading business and
  technology consulting firm that enables companies to achieve world-class business
  performance. By leveraging the comprehensive database of our Hackett Group business,
  with its world-renowned repository of enterprise best practice metrics and business
  process knowledge, our business and technology solutions help clients improve
  performance and optimize returns on technology investments. Our capabilities
  include performance measurement, business transformation, business applications,
  technology integration, and offshore application maintenance and support.

In
  this Form 10-K, unless the context otherwise requires, Answerthink,
  the Company, we, us, and our
  refer to Answerthink, Inc. and its subsidiaries and predecessors.

INDUSTRY BACKGROUND

For
  the third straight year, business and technology consultancies experienced a
  weak spending outlook and generally soft market in 2002. For 2003, some market
  observers are predicting a slight increase or uptick in IT spending,
  though a return to the boom years of the late 1990s is unlikely. Throughout
  the downturn, companies have placed heavy emphasis on risk management and tangible
  return on their business and technology investments. As the economy recovers,
  large enterprises will center their IT spending on tools that help them generate
  more value from past investments. Specifically, they will be looking to derive
  maximum value from their existing enterprise applications. Enabling technologies
  will be used to complement and extend the capabilities of enterprise and key
  functional systems. For example, Business Process Management, or BPM, tools
  will give companies increased visibility into key business processes that reach
  across functional and organizational boundaries. Not only will BPM help reduce
  error rates and cycle times by automating workflow, it will also increase the
  efficiency and productivity of all the people and systems that collaborate on
  individual processes.

There
  will also be market opportunity around the need for better real-time performance
  measurement and strategic decision-making. Many companies are seeking to link
  optimized processes directly to technology and consolidate the gains of their
  business process re-engineering efforts. Enterprise applications and BPM software
  will both play a role. Companies will embed optimized processes directly into
  ERP systems, and use BPM and other enabling technologies to improve ongoing
  management and control, so they can ensure that streamlined or re-engineered
  processes continue to deliver cost and performance improvements in the future.
  Business intelligence, analytics and knowledge management applications will
  also play an increasingly significant role in the future as

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companies seek to generate
  more valuable insight and analysis from their operational and financial data.
  These enabling technologies point the way to tomorrows real-time enterprises
  which will be capable of nearly instantaneous views of current performance and
  more accurate and efficient planning, forecasting and reporting.

OUR APPROACH

Answerthink
  enables companies to achieve world-class business performance by combining intellectual
  capital from The Hackett Group, with its world-renowned database of business
  process best practices and performance measurement results, and Answerthinks
  proprietary Business Process Intelligence (BPI) approach, which is based on
  proven implementation techniques. Hacketts services help clients understand
  how well they are performing today compared with the worlds most effective
  companies, while Answerthink specialists have the skills and experience to implement
  solutions, based on client performance measurement results, to drive them toward
  world-class performance. Hackett provides deep insight into how top-performing
  companies operate, and Answerthink applies those best practices to generate
  cost and performance gains for clients. Specifically, Answerthink uses best
  practice process flows and configuration guides to integrate Hacketts
  empirically proven best practices directly into enterprise applications and
  enabling technologies.

Because
  our solutions are based on Hackett-certified best practices, clients gain a
  significant advantage. They can have confidence that their solutions are based
  on strategies from the worlds leading companies. This clearly defined
  path to world-class performance delivers enhanced efficiency, improved effectiveness,
  increased flexibility, maximized ROI, reduced risk and sustainability of performance
  improvements moving forward.

The
  BPI approach begins with a clear understanding of current performance, which
  is gained through measuring key processes and comparing the results to world-class
  levels and industry standards captured in the Hackett database. We then, help
  clients prioritize and select the appropriate best practices to implement through
  a coordinated performance improvement strategy. Without a coordinated strategy
  that addresses the four key business drivers of people, process, technology
  and information, companies risk losing a significant portion of business case
  benefits. Based on Hacketts deep knowledge of world-class business performance,
  we have designed detailed best practice process flows which enable clients to
  streamline and automate key processes, and generate performance improvements
  quickly and efficiently at both the functional and enterprise level.

Similarly,
  we integrate Hackett Best Practices directly into technology solutions. Because
  todays business applications are flexible, it is imperative to simplify
  and automate processes to meet best practice standards before new technology
  implementations and upgrades are completed. Otherwise, old, inefficient processes
  will simply be automated and continue to drive up costs, cycle times and error
  rates. Answerthink has completed detailed fit-gap analyses, in certain functional
  areas of major business application packages from Lawson, Oracle, PeopleSoft
  and SAP to determine their ability to support best practices. Application-specific
  tools, implementation guides and process flows allow us to optimize the configuration
  of ERP software, while limiting customization. These best practice implementations
  establish the foundation for improved performance. Building on that foundation
  a new breed of enabling technologies complement enterprise systems to drive
  further performance gains. These technologies, which include business process
  management software, portals, business intelligence and analytics, and knowledge
  management, enhance real-time business process management, visibility and decision-making.

This
  combination of optimized processes, a best practices-based business application
  environment and the right enabling technologies allows our clients to achieve
  and sustain significant business performance improvement.

COMPETITION

Even
  as the economy has slowed these last few years, competition in the technology
  consulting marketplace has heated up. Our competitors include international,
  national and regional systems consulting and implementation firms, international
  accounting firms and the IT services divisions of application software firms.
  Mergers, consolidation and bankruptcies throughout our industry have resulted
  in higher levels of competition. There is great pressure to complete projects
  quickly, control costs and maintain efficient operations.

Still,
  we believe our competitive position is strong. Because of our Hackett intellectual
  capital and its direct link to our BPI implementation approach, we believe we
  can assist clients better than our competitors. Our ability to apply best practices
  to client operations via proven techniques further strengthens our competitive
  standing.

Answerthinks
  culture of collaboration leverages the power of our cross-functional and service
  line teams to increase revenue, strengthen relationships. We believe that this
  culture, along with our multidisciplinary approach, allows the company to compete
  favorably.

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STRATEGY

Moving
  forward, Answerthinks focus is on executing those strategies that will
  lead to significant growth. They include:

- The integration
    of our Hackett best practices knowledge base into our business and technology
    solutions.
    Our single largest initiative in 2002 was in our innovative Business Process
    Intelligence (BPI) service delivery approach. Formally launched in the fourth
    quarter, BPI has received very favorable reaction from clients and industry
    analysts. For this reason, BPI and our expanded Hackett offerings will be
    the cornerstones of our marketing and communications programs in the coming
    year. We will drive both greater understanding of and demand for this approach.
    We will continue to train associates in all of our practices about BPI so
    they are equipped with the knowledge and tools necessary to share our vision
    with existing and prospective clients. BPI incorporates intellectual capital
    from The Hackett Group into our proven implementation tools and techniques.
    For clients, the end results are tangible cost and performance gains and the
    improved ROI they are seeking in this difficult economic environment. We will
    continue to enhance and expand the BPI toolkit, which includes best practice
    process flows and application-specific configuration guides, in 2003.
- Accelerated
    growth of our Hackett offerings with new and renewable services.
    We have expanded the Hackett offerings with a new Business Value Index product
    and renewable business advisory services. We have also developed renewable
    collaborative learning products that allow executives to share insights and
    learn from their peers in a confidential environment. Our Business Value Index
    offering helps companies identify and quantify opportunities for operational
    improvements in functional areas and efficiently measure and track the degree
    of improvement against specific internal and peer performance targets over
    multi-year periods. We also plan to launch Business Advisory Services targeted
    at senior executives seeking guidance and proven strategies on operational
    and strategic issues. Additionally, a new ERP Optimization collaborative learning
    program will help clients develop strategies to optimize their operating efficiency
    based on existing investments in enterprise application investments. We are
    also working on a set of follow-on products that allow clients to utilize
    implementation support services to efficiently realize the benefits identified
    in the Hackett performance measurement process. Hackett services allow companies
    to assess and specifically measure their performance against the highest-performing
    companies, while Answerthink business process transformation and technology
    implementation services help companies convert the opportunities identified
    by Hackett into specific performance gains. Our goal is to establish Answerthink
    as the leader in business process measurement and related optimization services.
- The creation
    of a new Business Process Outsourcing Advisory Service.
    Because of Answerthinks understanding of how to optimize processes and
    software configuration with proven best practices, business process outsourcing
    represents a logical opportunity to expand our client base. The company is
    seeking a strategic partnership with a leading provider of BPO services. We
    will continue our pursuit of potential partners, until we identify a partner
    who recognizes the value of our Hackett knowledge base and BPI tools and how
    they can benefit their go-to-market efforts.
- Strategic
    Acquisitions. Answerthink will continue to pursue
    strategic acquisitions that strengthen our ability to compete. Given our current
    financial position and distinct value proposition, Answerthink is well positioned
    to pursue opportunities as they arise.

THE ANSWERTHINK SOLUTION

Answerthink
  offers a comprehensive range of services, including performance measurement
  and research, business transformation, enterprise business applications, technology
  integration and offshore application maintenance and support. With strategic
  and functional knowledge in customer service, sales and marketing, finance,
  human resources, information technology, procurement and supply chain management,
  our expertise extends across the entire enterprise. We have completed successful
  engagements in a variety of industries, including automotive, consumer goods,
  financial services, high tech, life sciences, manufacturing, media and entertainment,
  retail, telecommunications, transportation and utilities.

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Service Capabilities

The
  Hackett Group has measured and evaluated the efficiency and effectiveness of
  staff functions at nearly 2,000 global organizations since 1991. Hacketts
  clients include 97 percent of the Dow Jones Industrials, 83 percent of the Fortune
  100, and 86 percent of the Dow Jones Global Titans Index. Ongoing studies are
  conducted in a wide range of areas, including finance, human resources, information
  technology, procurement, SG&A and shared service centers. Hackett has nearly
  1,200 best practices for approximately 100 processes in these key functional
  areas.

Hackett
  uses proprietary performance measurement tools and a data collection model that
  enables companies to complete the performance measurement cycle and identify
  and quantify improvement opportunities in as little as four weeks. Additionally,
  Hackett offers subscription-based group learning opportunities and access to
  an online library of best practices data.

Answerthinks
  Business Transformation services help clients develop a coordinated strategy
  for process improvements across the enterprise. Our expert teams use reliable
  performance measurement data to link performance gains to industry best practices.
  Our strategic capabilities include operational planning, process and organization
  design, change management and the effective application of technology. Because
  Answerthink combines best practices knowledge with our business expertise and
  broad technology capabilities, our solutions maximize return on client investments
  in people, processes, technology and information.

Our
  Business Applications professionals help clients choose and deploy the software
  applications that best meet their needs and objectives. The group offers comprehensive
  services from strategic planning, architecture, and vendor evaluation and selection
  through implementation, customization, testing and integration. Our expertise
  is focused on the following application providers: Lawson, Oracle, PeopleSoft,
  SAP, Siebel, and several leading time and attendance providers. Furthermore,
  comprehensive fit-gap analyses of all major packages against Hackett Best Practices
  have been completed. Proven tools and templates integrate best practices into
  business applications. The group also offers post-implementation support, change
  management, system documentation and end-user training, all of which are designed
  to enhance return on investment.

Based
  on our extensive best practices knowledge, our Technology Integration group
  designs, develops and implements IT solutions for more effective Business Process
  Management (BPM) and increased business intelligence (BI). Our Technology Integration
  experts know how to apply BPM tools to increase process transparency, improve
  efficiency in workflow and exception management, and create continuous improvement
  environments. Similarly, our BI services are designed to increase visibility
  into current performance, improve access to key financial and operational data,
  and enhance strategic decision making. The group offers strategy and management
  services, including operational diagnostics and planning and enterprise architecture.
  Further, we assist clients in improving business performance by rationalizing
  IT infrastructures, and selecting the right enabling technologies, such as Web
  services, portals and BPM software, to complement enterprise systems and facilitate
  information sharing and process integration inside and outside the enterprise.

JOINT VENTURE

Application Maintenance
  and Support: HCL-Answerthink

Through
  a joint venture with HCL Technologies, Answerthink provides offshore custom
  application development and maintenance services. HCL-Answerthink brings together
  the skills and experience of one of Indias top IT services and product
  engineering firms with the world-class business process and best practices knowledge
  of Answerthink. The joint venture offers outsourcing diagnostics, post-implementation
  support for enterprise systems, legacy system and custom application maintenance,
  custom development and application reporting services.

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CLIENTS

Answerthink
  focuses on long-term client relationships with Global 2000 firms and other sophisticated
  buyers of business consulting and IT services. During 2002, our ten most significant
  clients accounted for approximately 57% of revenues. Two clients, Waste Management
  and Exelon, each had revenues greater than 10% of total revenues.

The
  continuing high level of satisfaction across our client base offers more evidence
  of our success in 2002. The responses to the surveys we send to clients continue
  to be extremely positive. During 2002, we received surveys from a significant
  number of our engagements with a weighted average score of 4.5 on a 5.0 scale.
  The direct feedback and suggestions we receive on surveys are captured and used
  to continuously improve our delivery execution, sales processes, methodologies
  and training.

BUSINESS DEVELOPMENT
  AND MARKETING

Our
  extensive client base and relationships with Global 2000 firms remains our most
  significant sources of new business. Our revenue generation strategy is formulated
  to ensure we are addressing the multiple facets of business development. The
  categories below define our business development resources and market segmentation.
  Expanding awareness of our brand by leveraging the unique value proposition
  we have created around BPI is our main goal for 2003. Our BPI message will be
  the hallmark of our marketing and communications programs this year as we drive
  both an understanding of and demand for this approach. Similarly, we have increased
  our Hackett sales resources and established compensation programs that reward
  the linkage between sales of Hackett services and Answerthink implementation
  solutions.

BUSINESS DEVELOPMENT
  RESOURCES

Although
  virtually all of our consultants have a responsibility to impact revenue, our
  primary internal business development resources are comprised of the following:

- The Leadership Team
- The Sales Organization
- The Solution Strategist
    Network
- Telemarketing
- The Delivery Organization
    The Leadership
      Teamis comprised of the senior leaders within Answerthink
      who have a combination of executive, functional, practice and anchor account
      responsibilities. In addition to their management responsibilities, this
      group of associates is responsible for growing business by fostering executive
      level relationships within accounts and leveraging their existing contacts
      in the marketplace.
    The Sales Organizationis comprised of associates who are 100% dedicated to increasing revenue.
      They are deployed geographically in key markets and are primarily focused
      on developing new account relationships within their target accounts (described
      below). Each sales associate has between two and 10 target accounts split
      between existing clients and select Global 2000 prospects. They represent
      the entire Answerthink offering. They also handle geographic-related opportunities
      as they arise.
    The Solution Strategist
      Networkis comprised of associates throughout our various practices
      who are primarily dedicated to developing business. Solution strategists
      possess deep subject matter expertise within a specific discipline and receive
      incentive compensation on the amount of revenue they generate. Solution
      strategists sell new business in geographic accounts and collaborate with
      the sales organization on target account opportunities to provide content
      expertise.
    Telemarketing.Answerthink has trained groups of telemarketers
      to be conversant with its various solution areas. Telemarketing is coordinated
      to ensure that our inbound and outbound efforts are synchronized.
    The Delivery
      Organizationis comprised of our billable associates
      who work at client locations. Their job is to find additional opportunities
      through their normal course of delivering existing projects, thereby helping
      the company expand our business within existing accounts.

In
  addition to our business development team, we have a corporate marketing and
  communications organization responsible for overseeing Answerthinks marketing
  programs, public relations and employee communications activities. Our Business
  Process Intelligence approach will form the main thrust of our market

5

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message in 2003. It will
  continue to be our defining voice and differentiating point of view in the marketplace.
  During 2002, we formally launched the BPI message to clients and industry analysts
  through a variety of communications initiatives, including collateral, white
  papers, a series of executive breakfasts and Web casts.

MARKET SEGMENTATION

We
  have segmented our market focus into the following categories:

- Top 25 Accounts
- Target Accounts
- Geographic Focus Accounts
    Top 25 Accountsare a mix of our largest existing clients and our
      most strategic prospects. To facilitate proper account management, each
      top 25 account has a leadership team member assigned to perform the role
      of client executive, an associate from the sales, solution strategist or
      delivery organizations to perform the role of account manager, and an associate
      from the delivery organizations to perform the role of delivery leader.
    Target Accountsare comprised of prospects and clients who are geographically
      situated where a sales representative resides. Criteria for inclusion as
      a target account includes the size of the company, industry affiliation,
      propensity to buy external consulting services and contacts within the account.
      The sales representative is primarily responsible to identify business opportunities
      in the account, act as the single point of coordination for the client and
      perform the general duties of account manager.
    Geographic Focus
      Accountsare accounts within a specified geography
      that fall neither within the top 25 or target account lists. These accounts
      can include large prospects, dormant clients, existing medium-sized clients
      and mid-tier market accounts. This account set is handled primarily on an
      opportunistic basis, except for active clients where delivery teams are
      focused on driving additional revenue.

MANAGEMENT SYSTEMS

Our
  management control systems are comprised of various accounting, billing, financial
  reporting, human resources, marketing and resource allocations systems, many
  of which are integrated with our knowledge management system, Mind~Share. We
  continuously work to improve Mind~Share, as well as our infrastructure and management
  control systems, which we believe represents a competitive advantage for us.
  We believe that Mind~Share significantly enhances our ability to serve our clients
  efficiently by allowing our knowledge base to be shared by all of our consultants
  worldwide on a real-time basis. Our well-developed, flexible, scalable infrastructure
  has allowed us to quickly integrate the new employees and systems of businesses
  we have acquired.

HUMAN RESOURCES

Our
  culture fosters intellectual rigor and creativity, collaboration and innovation.
  We believe in building relationships with our clients. We believe the best solutions
  come from teams of diverse individuals addressing problems collectively and
  from multiple dimensions, including the business, technological and human dimensions.
  We maintain that the most effective working environment is one where everyone
  is encouraged to contribute.

We
  believe that Answerthinks central values are the strongest expression
  of our working style. They represent the behavior we want to encourage and the
  people we want to develop. They are what, at our core, we really stand for.
  These central values are:

- Diversity: of backgrounds,
    skills and experiences
- Knowledge: as individuals
    and a system of individuals
- Collaboration: with one
    another, with our partners and with our clients

Answerthinks
  working style is how those values get translated in daily life, how clients
  experience working with the Answerthink individuals and how we deliver on our
  promises. Our work style is:

- Insightful: the problems
    our clients face are complex; therefore we have to be imaginative and innovative
- Thorough: we deliver rigorous,
    thorough solutions because that is what our clients expect
- Committed: we are utterly
    and absolutely committed to delivering the right solutions and avoiding the
    tempting compromises sometimes offered by deadlines, budgets or politics
- Passionate: passion drives
    business success, our clients success and, therefore, ours

6

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Our
  HR staff includes dedicated resources to recruit consultants with both business
  and technology expertise. Our recruiting team drives our hiring process by focusing
  on the highest demand solution areas of our business to ensure an adequate pipeline
  of resources. We also have an employee referral program, which rewards existing
  employees who source new hires.

Training
  and development are keys to our successand therefore, our clients
  successes. That is why we provide a thorough orientation and training curriculum
  for employees at every level. New hires complete OnBoarding training
  to gain a complete picture of Answerthink, our mission, core objectives and
  values, as well as our organization, clients and structure. Key executives regularly
  attend these sessions. In addition, we train our consultants via Answerthink
  University in specific skill sets, such as business strategy, technology and
  project management, that best complement our multidisciplinary teams. To fully
  leverage our front-line experiences and support our culture, we
  often use our own people as trainers. Many of our practices maintain technology
  and development labs, so our implementation specialists can stay current on
  the latest software releases from leading vendors. Much of the ongoing development
  of our consultants comes from their work on client engagements involving new
  business models and technology, which is then captured in Mind~Share and made
  available for training other consultants.

The
  benefits package that we provide includes comprehensive health and welfare insurance,
  work/life balance programs, a 401(k) program including a company match, stock
  options and a stock purchase program. Our associates are paid competitive salaries
  and cash bonuses based upon market conditions and our performance.

As
  of January 3, 2003, we had approximately 750 associates, approximately 80% of
  whom were billable professionals. None of our associates are subject to collective
  bargaining arrangements. We have entered into nondisclosure and non-solicitation
  agreements with virtually all of our personnel. We engage consultants as independent
  contractors from time to time.

COMMUNITY INVOLVEMENT

One
  important way we put our values into action is through our commitment to the
  communities where we work. The mission of Answerthinks Community Council,
  which operates in each of the cities where we have offices, is to leave the
  markets, communities and clients we serve better than we found them. We do it
  by building a strong sense of community, collaboration and personal interaction
  among all of our associates, through both volunteer and service programs and
  social gatherings. Not only do the Community Councils efforts make our
  towns and cities better places to live and do business, but they also make Answerthink
  a better place to work. Answerthinks associates are actively involved
  in many valuable and high-impact community programs, including United Way, Ronald
  McDonald House, Big Brothers & Sisters, Race for the Cure, Make-A-Wish Foundation,
  Habitat for Humanity, the National Adoption Center, the National Heart Association
  and Special Olympics.

AVAILABLE INFORMATION

We
  make our public filings with the Securities and Exchange Commission, including
  our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
  on Form 8-K and all exhibits and amendments to these reports, available free
  of charge at our web site http://www.answerthink.com as soon as reasonably practicable
  after we electronically file such material with, or furnish it to, the Securities
  and Exchange Commission. Any material that we file with the Securities and Exchange
  Commission may be read and copied at the Securities and Exchange Commissions
  Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information
  on the operation of the Public Reference Room may be obtained by calling the
  Securities and Exchange Commission at 1-800-SEC-0330.

RISK FACTORS

The
  following important factors, among others, could cause actual results to differ
  materially from those contained in forward-looking statements made in this Annual
  Report on Form 10-K or printed elsewhere by management from time to time.

7

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Our quarterly operating
  results may vary.

Our
  financial results may fluctuate from quarter to quarter. In future quarters,
  our operating results may not meet public market analysts and investors
  expectations. If that happens, the price of our common stock may fall. Many
  factors can cause these fluctuations, including:

- the number, size,
    timing and scope of client engagements;
- customer concentration;
- long and unpredictable
    sales cycles;
- contract terms of client
    engagements;
- degrees of completion
    of client engagements;
- client engagement delays
    or cancellations;
- competition for and utilization
    of employees;
- how well we estimate the
    resources we need to complete client engagements;
- the integration of acquired
    businesses;
- pricing changes in the
    industry;
- economic conditions specific
    to information technology consulting; and
- general economic conditions.

A
  high percentage of our operating expenses, particularly personnel and rent,
  are fixed in advance of any particular quarter. As a result, if we experience
  unanticipated changes in client engagements or in employee utilization rates,
  we could experience large variations in quarterly operating results and losses
  in any particular quarter. Due to these factors, we believe you should not compare
  our quarter-to-quarter operating results to predict future performance.

> If we are unable
>     to maintain our reputation and expand our name recognition, we may have difficulty
>     attracting new business and retaining current clients and employees.

We
  believe that establishing and maintaining a good reputation and name recognition
  are critical for attracting and retaining clients and employees. We also believe
  that the importance of reputation and name recognition is increasing and will
  continue to increase due to the number of providers of IT services. If our reputation
  is damaged or if potential clients are not familiar with us or with the solutions
  we provide, we may be unable to attract new, or retain existing, clients and
  employees. Promotion and enhancement of our name will depend largely on our
  success in continuing to provide effective solutions. If clients do not perceive
  our solutions to be effective or of high quality, our brand name and reputation
  will suffer. In addition, if solutions we provide have defects, critical business
  functions of our clients may fail, and we could suffer adverse publicity as
  well as economic liability.

> We depend heavily
>     on a limited number of clients.

We
  have derived, and believe that we will continue to derive, a significant portion
  of our revenues from a limited number of clients for which we perform large
  projects. In 2002, our ten largest clients accounted for approximately 57% of
  our revenues in the aggregate, with two clients each accounting for more than
  10% of revenues. In addition, revenues from a large client may constitute a
  significant portion of our total revenues in a particular quarter. The loss
  of any principal client for any reason, including as a result of the acquisition
  of that client by another entity, our failure to meet that clients expectations,
  or that clients decision to reduce spending on technology-related projects,
  could have a material adverse effect on our business, financial condition and
  results of operations.

> We have risks associated
>     with potential acquisitions or investments.

Since
  we were founded, we have significantly expanded through acquisitions. In the
  future, we plan to pursue additional acquisitions. We will do this to:

- recruit well-trained,
    high-quality professionals;
- expand our service offerings;

8

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- gain additional industry
    expertise;
- broaden our client base;
    and
- expand our geographic
    presence.

We
  may not be able to integrate successfully businesses which we may acquire in
  the future without substantial expense, delays or other operational or financial
  problems. We may not be able to identify, acquire or profitably manage additional
  businesses. Also, acquisitions may involve a number of risks, including:

- diversion of managements
    attention;
- failure to retain key
    personnel;
- failure to retain existing
    clients;
- unanticipated events or
    circumstances;
- legal liabilities; and
- amortization of acquired
    intangible assets.

We
  cannot assure you that client satisfaction or performance problems at a single
  acquired firm will not have a material adverse impact on our reputation as a
  whole. Further, we cannot assure you that our recent or future acquired businesses
  will generate anticipated revenues or earnings.

> We may be unable
>     to achieve anticipated benefits from acquisitions and joint ventures.

The
  anticipated benefits from our acquisitions may not be achieved. For example,
  when we acquire a company or certain assets of a company, we cannot be certain
  that customers acquired in the transaction will continue to do business with
  us or that employees of the acquired operations will continue their employment
  or become well integrated into our operations. The identification, consummation
  and integration of acquisitions and joint ventures require substantial attention
  from management. The diversion of this attention from management, as well as
  any difficulties encountered in the integration process, could have an adverse
  impact on our business, financial condition and results of operations.

> We may be subject
>     to claims for past acts of the companies that we acquire, which may subject
>     us to increased expenses.

We
  could experience financial or other setbacks if any of the businesses that we
  acquire had problems in the past of which we are not aware. To the extent any
  client or other third party asserts any legal claim against any of the companies
  we have acquired, our business, results of operations and financial condition
  could be materially and adversely affected.

> We may not be able
>     to hire, train, motivate, retain and manage professional staff.

To
  succeed, we must hire, train, motivate, retain and manage highly skilled employees.
  Competition for skilled employees who can perform the services we offer is intense.
  We might not be able to hire enough of them or to train, motivate, retain and
  manage the employees we hire. This could hinder our ability to complete existing
  client engagements and bid for new client engagements. Hiring, training, motivating,
  retaining and managing employees with the skills we need is time-consuming and
  expensive.

> We could lose money
>     on our contracts.

As
  part of our strategy, we enter into capped or fixed-price contracts, in addition
  to contracts based on payment for time and materials. Because of the complexity
  of many of our client engagements, accurately estimating the cost, scope and
  duration of a particular engagement can be a difficult task. If we fail to make
  these estimates accurately, we could be forced to devote additional resources
  to these engagements for which we will not receive additional compensation.
  To the extent that an expenditure of additional resources is required on an
  engagement, this could reduce the profitability of, or result in a loss on,
  the engagement. In the past, we have, on occasion, engaged in negotiations with
  clients regarding changes to the cost, scope or duration of specific engagements.
  To the extent we do not sufficiently communicate to our clients, or our clients
  fail to adequately appreciate, the nature and extent of any of these types of
  changes to an engagement, our reputation may be harmed and we may suffer losses
  on an engagement.

> Lack of detailed
>     written contracts could impair our ability to collect fees, protect our intellectual
>     property and protect ourselves from liability to others.

We
  try to protect ourselves by entering into detailed written contracts with our
  clients covering the terms and contingencies of the client engagement. In some
  cases, however, consistent with what we believe to be industry practice,

9

---



work is performed for clients
  on the basis of a limited statement of work or verbal agreements before a detailed
  written contract can be finalized. To the extent that we fail to have detailed
  written contracts in place, our ability to collect fees, protect our intellectual
  property and protect ourselves from liability to others may be impaired.

> Our corporate governance
>     provisions may deter a financially attractive takeover attempt.

Provisions
  of our charter and by-laws may discourage, delay or prevent a merger or acquisition
  that stockholders may consider favorable, including transactions in which stockholders
  would receive a premium for their shares. These provisions include the following:

- stockholders must
    comply with advance notice requirements before raising a matter at a meeting
    of stockholders or nominating a director for election;
- our board of directors
    is staggered into three classes and the members may be removed only for cause
    upon the affirmative vote of holders of at least two-thirds of the shares
    entitled to vote;
- we would not be required
    to hold a special meeting to consider a takeover proposal unless holders of
    more than a majority of the shares entitled to vote on the matter were to
    submit a written demand or demands for us to do so; and
- our board of directors
    may, without obtaining stockholder approval, classify and issue up to 1,250,000
    shares of preferred stock with powers, preferences, designations and rights
    that may make it more difficult for a third party to acquire us.
    Our markets are
      highly competitive.

We
  may not be able to compete effectively with current or future competitors. The
  IT services market is highly competitive. We expect competition to further intensify
  as this market continues to evolve. Some of our competitors have longer operating
  histories, larger client bases, longer relationships with their clients, greater
  brand or name recognition and significantly greater financial, technical and
  marketing resources than we do. As a result, our competitors may be in a stronger
  position to respond more quickly to new or emerging technologies and changes
  in client requirements and to devote greater resources than we can to the development,
  promotion and sale of their services. Competitors could lower their prices,
  potentially forcing us to lower our prices and suffer reduced operating margins.
  We face competition from international accounting firms; international, national
  and regional systems consulting and implementation firms; the IT services divisions
  of application software firms; and marketing and communication firms.

In
  addition, there are relatively low barriers to entry into the IT services market.
  We do not own any patented technology that would stop competitors from entering
  this market and providing services similar to ours. As a result, the emergence
  of new competitors may pose a threat to our business. Existing or future competitors
  may develop and offer services that are superior to, or have greater market
  acceptance, than ours, which could significantly decrease our revenues and the
  value of your investment.

> We may lose large
>     clients or significant client engagements.

Our client engagements are generally short-term arrangements, and most
  clients can reduce or cancel their contracts for our services with 30 days notice
  and without penalty. As a result, if we lose a major client or large client
  engagement, our revenues will be adversely affected. We perform varying amounts
  of work for specific clients from year to year. A major client in one year may
  not use our services in another year. In addition, we may derive revenue from
  a major client that constitutes a large portion of total revenue for particular
  quarters. If we lose any major clients or any of our clients cancel or significantly
  reduce the scope of a large client engagement, our business, financial condition
  and results of operations could be materially and adversely affected. Also,
  if we fail to collect a large account receivable, we could be subjected to significant
  financial exposure. Consequently, you should not predict or anticipate our future
  revenue based upon the number of clients we currently have or the number and
  size of our existing client engagements.

> We rely on our
>     intellectual property rights.

We rely upon a combination of nondisclosure and other contractual arrangements
  and trade secret, copyright and trademark laws to protect our proprietary rights
  and the proprietary rights of third parties from whom we license intellectual
  property. Although we enter into confidentiality agreements with our employees
  and limit distribution of proprietary information, there can be no assurance
  that the steps we have taken in this regard will be adequate to deter misappropriation
  of proprietary information or that we will be able to detect unauthorized use
  and take appropriate steps to enforce our intellectual property rights.

10

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Although
  we believe that our services do not infringe on the intellectual property rights
  of others and that we have all rights necessary to utilize the intellectual
  property employed in our business, we are subject to the risk of claims alleging
  infringement of third-party intellectual property rights. Any claims could require
  us to spend significant sums in litigation, pay damages, develop non-infringing
  intellectual property or acquire licenses to the intellectual property that
  is the subject of asserted infringement.

> The market price
>     of our common stock may fluctuate widely.

The
  market price of our common stock could fluctuate substantially due to:

- future announcements
    concerning us or our competitors;
- quarterly fluctuations
    in operating results;
- announcements of acquisitions
    or technological innovations; or
- changes in earnings estimates
    or recommendations by analysts.

In
  addition, the stock prices of many technology companies fluctuate widely for
  reasons which may be unrelated to operating results. Fluctuations in our common
  stocks market price may impact our ability to finance our operations and
  retain personnel.

ITEM 2. PROPERTIES

Our
  principal executive offices currently are located at 1001 Brickell Bay Drive,
  Suite 3000, Miami, Florida 33131. The lease on these premises covers 16,036
  square feet and expires June 30, 2003. We also have offices in Atlanta, Boston,
  Chicago, Cleveland, Frankfurt, New York, Philadelphia, London and Iselin, New
  Jersey. We believe that we will be able to obtain suitable space as needed.
  We own no real estate and do not intend to invest in real estate or real estate-related
  assets.

ITEM 3. 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 allege misstatements and omissions concerning 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 Complaint is due to be filed on April 18, 2003. We
  intend to file a motion seeking the dismissal of the Consolidated Amended Complaint.
  Based on the status 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.

Between
  September and October 1998, seven purported class action suits were filed against
  THINK New Ideas, Inc. (THINK New Ideas) and certain of its then
  current and former officers and directors alleging violations of the Securities
  Exchange Act of 1934. All seven of these lawsuits were consolidated by order
  of the court. This lawsuit became our responsibility upon the merger of Answerthink
  and THINK New Ideas. On April 18, 2002, the parties reached an agreement in
  principle to settle this action. The Court approved the settlement in September
  2002 in all respects and dismissed the complaint with prejudice. The time for
  appeal has expired and the settlement has become final. The full amount of the
  settlement has been paid by THINK New Ideas insurance carrier.

We
  are 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 our financial position or results of operations.

|ITEM
      4. | SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------------- | ---------------------------------------------------------

No
  matters were submitted to a vote of security holders during the fourth quarter
  of 2002.

11

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PART
  II



|ITEM 5. | MARKET
      FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDERMATTERS
|------- | --------------------------------------------------------------------------

Our
  common stock has been traded on the Nasdaq National Market since our initial
  public offering on May 28, 1998 under the Nasdaq symbol ANSR. The
  following table sets forth for the fiscal periods indicated the high and low
  sales prices of the common stock, as reported on the Nasdaq National Market.

|               | High |      | Low
|-------------- | ---- | ---- | ---
|               |      |      |    
|2002           |      |      |    
|Fourth Quarter | $    | 3.29 |    
|Third Quarter  | $    | 3.91 |    
|Second Quarter | $    | 7.30 |    
|First Quarter  | $    | 8.34 |    
|               |      |      |    
|2001           |      |      |    
|Fourth Quarter | $    | 6.80 |    
|Third Quarter  | $    | 9.81 |    
|Second Quarter | $    | 9.99 |    
|First Quarter  | $    | 9.06 |    

The
  closing sale price for the common stock on March 14, 2003 was $2.43.

As
  of March 14, 2003, there were approximately 386 holders of record of our common
  stock and 46,415,527 shares of common stock outstanding.

Company Dividend Policy

We
  do not expect to pay any cash dividends on our common stock in the foreseeable
  future. Our present policy is to retain earnings, if any, for use in the operation
  of our business.

12

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|ITEM 6. | SELECTED
      CONSOLIDATED FINANCIAL DATA
|------- | ------------------------------------------

The
  following selected consolidated financial data sets forth selected financial
  information for Answerthink as of and for each of the years in the five-year
  period ended January 3, 2003, and has been derived from our audited financial
  statements. The selected consolidated financial data should be read together
  with our consolidated financial statements and related notes thereto and with
  Managements Discussion and Analysis of Financial Condition and Results
  of Operations.

|Year
      Ended                                         
|---------------------------------------------------------
|                                                         
|                                                         
|                                                         
|                                                         
|Consolidated
      Statement of Operations Data:         
|Revenues:                                                
|Revenues
      before reimbursements                     
|Reimbursements                                           
|                                                         
|Total
      revenues                                     
|Costs and
      expenses:                                
|Project
      personnel and expenses:                    
|Project
      personnel and expenses before              
|reimbursable
      expenses                              
|Reimbursable
      expenses                              
|                                                         
|Total
      project personnel and expenses               
|Selling,
      general and administrative expenses       
|Impairment
      of goodwill                             
|Restructuring
      costs                                
|Stock compensation
      expense                         
|                                                         
|Total
      costs and operating expenses                 
|                                                         
|Income
      (loss) from operations                      
|Other income
      (expense):                            
|Litigation
      settlement                              
|Non-cash
      investment losses                         
|Interest
      income (expense), net                     
|                                                         
|Income
      (loss) before income taxes, loss from       
|discontinued
      operations, extraordinary loss and    
|cumulative
      effect of change in accounting principle
|Income
      taxes                                       
|                                                         
|Income
      (loss) from continuing operations           
|Loss from
      discontinued operations, net of          
|income
      taxes                                       
|                                                         
|Income
      (loss) before extraordinary loss and        
|cumulative
      effect of change in accounting principle
|Extraordinary
      loss on early extinguishment of debt,
|net
      of taxes                                       
|Cumulative
      effect of change in accounting principle
|                                                         
|Net income
      (loss)                                  
|                                                         
|Basic net
      income (loss) per common share:          
|Income
      (loss) from continuing operations           
|Loss
      from discontinued operations, net of          
|income
      taxes                                       
|Extraordinary
      loss on early extinguishment         
|of
      debt                                            
|Cumulative
      effect of change in accounting          
|principle                                                
|Net
      income (loss) per common share                 
|Weighted
      average common shares outstanding         
|Diluted
      net income (loss) per common share:        
|Income
      (loss) from continuing operations           
|Loss
      from discontinued operations, net of          
|income
      taxes                                       
|Extraordinary
      loss on early extinguishment         
|of
      debt                                            
|Cumulative
      effect of change in accounting          
|principle                                                
|Net
      income (loss) per common share                 
|Weighted
      average common shares and common          
|share
      equivalents                                  

13

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|January
      3,2003                   |                      | December
      28,2001 |  | December
      29,2000 |         | December
      31,1999 |   | January
      1,1999
|-------------------------------------- | -------------------- | ---------------------- |  | ---------------------- | ------- | ---------------------- | - | --------------------
|                                       |                      |                        |  |                        |         |                        |   |                     
|                                       | (in
      thousands)
|Consolidated
      Balance Sheet Data: |                      |                        |  |                        |         |                        |   |                     
|Cash and
      cash equivalents        | $                    | 63,419                 |  | $                      | 59,888  |                        | $ | 51,662              
|Working
      capital                  | $                    | 74,537                 |  | $                      | 81,313  |                        | $ | 74,787              
|Total assets                           | $                    | 145,361                |  | $                      | 211,919 |                        | $ | 228,676             
|Shareholders
      equity             | $                    | 113,047                |  | $                      | 177,701 |                        | $ | 172,054             

|ITEM 7. | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS
      OF OPERATIONS
|------- | ------------------------------------------------------------------------------------------------

Overview

Answerthink
  is a leading business and technology consulting firm that enables companies
  to achieve world-class business performance. By leveraging the comprehensive
  database of The Hackett Group, with its world-renowned repository of enterprise
  best practice metrics and business process knowledge, Answerthinks business
  and technology solutions help clients significantly improve performance and
  optimize returns on technology investments. Answerthinks capabilities
  include performance measurement services, business transformation, business
  applications, technology integration, and offshore application maintenance and
  support. Answerthink was formed on April 23, 1997. Since our formation, we have
  grown through internal expansion as well as through mergers and acquisitions.
  Our consolidated financial statements may lack comparability from period to
  period because of acquisitions we made for which we used the purchase method
  of accounting.

Critical Accounting
  Policies

In
  the ordinary course of business, we make a number of estimates and assumptions
  relating to the reporting of results of operations and financial position in
  the preparation of financial statements in conformity with generally accepted
  accounting principles. Actual results could differ significantly from those
  estimates under different assumptions and conditions. We believe the following
  discussion addresses our most critical accounting policies. These policies require
  management to exercise judgements that are often difficult, subjective and complex
  due to the necessity of estimating the effect of matters that are inherently
  uncertain.

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 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 based on
  our evaluation of actual costs incurred to date compared to total estimated
  costs using the percentage of completion method of accounting. The cumulative
  impact of any revisions in estimated total revenues and direct contract costs
  are recognized in the period in which they become known. Unbilled revenues represent
  revenues for services performed that have not been billed. 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.

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
  upon 30 days notice. Upon early termination of an engagement, the client
  is 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 the
  agreements we have with our clients 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.

14

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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. Our management makes
  estimates of the uncollectibility of our accounts receivables. 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 an impairment of their ability 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
  Costs

During
  2002, 2001 and 2000, we recorded charges in connection with our restructuring
  actions. The related reserves reflect judgements and estimates of our ultimate
  costs for severance, closure and consolidation of facilities and settlement
  of contractual obligations under our operating leases, including sublease rental
  rates, absorption period to relet 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. Such charges have been recorded
  under Emerging Issues Task Force Issue No. 94-3, Liability Recognition for
  Certain Employee Termination Benefits and Other Costs to Exit an Activity (including
  Certain Costs Incurred in a Restructuring)and Securities and Exchange Commission
  Staff Accounting Bulletin No. 100, Restructuring and Impairment Charges.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.

Litigation
  and Contingencies

Litigation
  and contingencies are reflected in our consolidated financial statements based
  on managements assessment, along with legal counsel, of the expected outcome
  from such litigation. If the final outcome of such litigation and contingencies
  differs adversely from that currently expected, it would result in a charge
  to earnings when determined.

15

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Results of Operations

Our
  fiscal year generally consists of a 52-week period and periodically consists
  of a 53-week period because the fiscal year ends on the Friday closest to December
  31. Fiscal years 2002, 2001 and 2000 ended on January 3, 2003, December 28,
  2001 and December 29, 2000, respectively. Our fiscal year 2002 was a 53-week
  period. References to a year included in this section refer to a fiscal year
  rather than a calendar year.

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

|Year
      Ended                                  
|--------------------------------------------------
|                                                  
|                                                  
|                                                  
|                                                  
|Revenues:                                         
|Revenues
      before reimbursements              
|Reimbursements                                    
|                                                  
|Total
      revenues                              
|Costs and
      expenses:                         
|Project
      personnel and expenses:             
|Project
      personnel and expenses before       
|reimbursable
      expenses                       
|Reimbursable
      expenses                       
|                                                  
|Total
      project personnel and expenses        
|Selling,
      general and administrative expenses
|Impairment
      of goodwill                      
|Restructuring
      costs                         
|Stock compensation
      expense                  
|                                                  
|Total
      costs and operating expenses          
|                                                  
|Income
      (loss) from operations               
|Other income
      (expense):                     
|Litigation
      settlement                       
|Non-cash
      investment losses                  
|Interest
      income (expense), net              
|                                                  
|Income
      (loss) before income taxes, loss from
|discontinued
      operations and cumulative      
|effect
      of change in accounting principle    
|Income
      taxes                                
|                                                  
|Income
      (loss) from continuing operations    
|Loss from
      discontinued operations, net of   
|income
      taxes                                
|                                                  
|Income
      (loss) before cumulative effect of   
|change
      in accounting principle              
|Cumulative
      effect of change in accounting   
|principle                                         
|                                                  
|Net income
      (loss)                           
|                                                  

Comparison of 2002
  to 2001

Overview.We reported a net loss of $69.0 million in 2002 compared
  to a net loss of $8.5 million in 2001. Our $69.0 million net loss during 2002
  included a $31.2 million cumulative effect of change in accounting principle
  as a result of the adoption of Statement of Financial Accounting Standards (SFAS)
  No. 142, Goodwill and Other Intangible Assets,a non-cash goodwill impairment
  charge of $20.0 million, restructuring costs of $10.9 million and a loss from
  discontinued operations of $8.9 million related to our interactive marketing
  business. Our $8.5 million net loss during 2001 included a loss from discontinued
  operations of $8.1 million, restructuring costs of $5.6 million and $4.9 million
  of non-cash compensation expense. The compensation expense was primarily related
  to the granting of in-the-money stock options to participants in
  our Employee Stock Purchase Plan in lieu of the Employee Stock Purchase Plan
  shares that could not be issued because the plan was oversubscribed for the
  purchase periods ending December 31, 2000 and June 30, 2001. Our losses in 2002
  and 2001 were attributable to the items mentioned above. The decrease in revenues
  in 2002 resulted from a decline in information technology spending by our customers
  and potential customers in reaction to the overall slowdown in the economy during
  2002.

Revenues.Revenues decreased 29.4% to $176.8 million in 2002 from
  $250.3 million in 2001. The decrease in revenues was primarily attributable
  to a decrease in the number of customers and the average size of our projects

16

---



resulting from the decreased
  demand for information technology services due to weak economic conditions.
  In fiscal year 2002, three customers had revenues greater than 5% of total revenues,
  which, in the aggregate, accounted for 36% of total revenues. In fiscal year
  2001, three customers had revenues greater than 5% of total revenues, which,
  in the aggregate, accounted for approximately 39% of total revenues.

Project
  Personnel and Expenses.Project personnel costs and
  expenses consist primarily of salaries, benefits and bonuses for consultants.
  Project personnel costs and expenses decreased 22.7% to $125.5 million in 2002
  from $162.2 million in 2001. The decrease in project personnel and expenses
  was primarily due to the reduction in the number of consultants in order to
  balance workforce capacity with market demand for services. Consultant headcount
  was 620 as of January 3, 2003 compared to 887 as of December 28, 2001. Project
  personnel and expenses as a percentage of revenues increased to 71.0% in 2002
  from 64.8% in 2001. This increase in project personnel costs and expenses as
  a percentage of revenues was primarily the result of lower per hour billing
  rates charged to customers and a higher average cost per consultant attributable
  to a greater percentage of senior associates working on projects during 2002
  compared to 2001.

Selling,
  General and Administrative.Selling, general and administrative
  expenses decreased 30.7% to $53.4 million in 2002 from $77.1 million in 2001.
  The decrease in selling, general and administrative expenses were primarily
  due to our continued cost control initiatives, reduced discretionary spending
  and the adoption of SFAS No. 142, which eliminated amortization expense of goodwill
  in 2002. Goodwill amortization for the year 2001 was $3.9 million. In addition
  to the change in goodwill amortization, we reduced functional support headcount,
  incurred lower recruiting, selling and bad debt expenses, and reduced property
  and facility expenses as a result of a decrease in the number of offices from
  14 at the end of 2001 to 12 at the end of 2002. Sales and functional support
  headcount was 133 as of January 3, 2003 compared to 168 as of December 28, 2001.
  Selling, general and administrative expenses as a percentage of revenues were
  comparable between 2002 and 2001 at 30.2% and 30.8%, respectively.

Impairment
  of Goodwill and Cumulative Effect of Change in Accounting Principle.We
  adopted SFAS No. 142 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. This
  charge related to the Technology Integration reporting unit. 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 third quarter of 2002 and recorded a non-cash impairment charge
  of $20.0 million related to the Technology Integration reporting unit.

Restructuring
  Costs.Restructuring costs were $10.9 million and $5.6
  million in 2002 and 2001, respectively. In 2002, costs consisted of $1.5 million
  for reduction in consultants and functional support personnel and $9.4 million
  for closure and consolidation of facilities and related exit costs, including
  a $5.0 million write-off of leasehold improvements and other assets. The 2002
  restructuring plan involved the involuntary termination of approximately 100
  employees. The 2001 costs consisted of $3.7 million for reduction in consultants
  and functional support personnel and $1.9 million for closure and consolidation
  of facilities and related exit costs. The 2001 restructuring plan involved the
  involuntary termination of approximately 200 employees. These actions were taken
  as a result of the continued decline in demand for technology services throughout
  2001 and 2002. We took steps to reduce our costs to better align our overall
  cost structure and organization with anticipated demand for our services.

Stock
  Compensation Expense.Stock compensation expense in
  2001 primarily related to the granting of stock options to participants in our
  Employee Stock Purchase Plan. These stock options were granted in lieu of the
  Employee Stock Purchase Plan shares that could not be issued because the plan
  was oversubscribed for the purchase periods ending on December 31, 2000 and
  June 30, 2001. We recorded a non-cash compensation charge of $4.2 million in
  2001 for the difference between the fair market value of the stock on the option
  grant date and the exercise price.

Income
  Taxes.We recorded an income tax benefit of $3.5 million
  in 2002, which represented 10.8% of our 2002 loss before discontinued operations
  and cumulative effect of change in accounting principle. In 2001, we recorded
  income tax expense of $1.8 million, which represented 128.6% of our 2001 pre-tax
  income from

17

---



continuing operations. The
  low effective tax rate for 2002 was primarily due to the $20.0 million charge
  for the impairment of goodwill which was not deductible for tax purposes and
  to the establishment of a valuation allowance on our net deferred tax assets
  that existed at the end of the year.

In
  2002, we discontinued our interactive marketing business which we acquired with
  THINK New Ideas. The discontinuance of THINK New Ideas will generate an approximate
  $75.0 million worthless stock deduction for our investment in THINK New Ideas
  in our 2002 tax return. Although we believe that our tax position is sustainable
  there is no assurance that the Internal Revenue Service will not challenge our
  conclusion.

At
  the end of 2002, we had a net operating loss carryforward available for tax
  purposes of $68.0 million, which we will use in future years to offset future
  taxable income.

The
  high effective tax rate for 2001 was the result of the impact of permanent differences
  on a very low level of pretax income. Our effective tax rate may vary from period
  to period based on changes in our estimated annual taxable income or loss.

Loss
  from Discontinued Operations.Results for 2002 included
  a net loss of $8.9 million from the discontinued operations of our interactive
  marketing business. The operating results of the interactive marketing business
  have been reported as discontinued operations and results for prior periods
  have been restated. For the years ended January 3, 2003 and December 28, 2001
  the losses from discontinued operations were $8.9 million and $8.1 million,
  respectively, and included restructuring costs of $3.4 million and $2.9 million,
  respectively, for reduction in consultants and for closure and consolidation
  of facilities and related exit costs. For the years ended January 3, 2003 and
  December 28, 2001, total revenues for discontinued operations were $7.2 million
  and $28.9 million, respectively.

Comparison of 2001
  to 2000

Overview.We reported a net loss of $8.5 million in 2001 compared
  to net income of $7.9 million in 2000. Our $8.5 million net loss during 2001
  was primarily attributable to a loss from discontinued operations of $8.1 million
  related to the discontinued operations of our interactive marketing business,
  restructuring costs of $5.6 million related to restructuring costs associated
  with personnel and facilities reductions and $4.9 million of non-cash compensation
  expense. The compensation expense was primarily related to the granting of in-the-money
  stock options to participants in our Employee Stock Purchase Plan in lieu of
  the Employee Stock Purchase Plan shares that could not be issued because the
  plan was oversubscribed for the purchase periods ending December 31, 2000 and
  June 30, 2001. In 2000, we incurred non-recurring items of $9.9 million related
  to reserves for dotcom related receivables, $3.3 million of restructuring costs
  associated with personnel and facilities reductions, $2.4 million for non-cash
  investment losses, a $1.0 million loss from discontinued operations and $1.9
  million of income from a litigation settlement. Our loss in 2001 was attributable
  to the items mentioned above as well as the decrease in revenues resulting from
  a decline in information technology spending by our customers and potential
  customers in reaction to the overall slowdown in the economy during 2001.

Revenues.Revenues decreased 15.6% to $250.3 million in 2001 from
  $296.7 million in 2000. The decrease in revenues was primarily attributable
  to a decrease in the number of customers and the average size of our projects
  resulting from reduced demand for information technology services. In 2001,
  three customers each had revenues greater than 5% of total net revenues, which,
  in the aggregate, accounted for approximately 39% of total revenues. In 2000,
  one customer accounted for approximately 13% of revenues.

Project
  Personnel and Expenses.Project personnel costs and
  expenses consist primarily of salaries, benefits and bonuses for consultants.
  Project personnel costs and expenses decreased 11.3% to $162.2 million in 2001
  from $182.9 million in 2000. The decrease in project personnel and expenses
  was the result of a decrease in the number of consultants, partially offset
  by an increase in average salaries. Consultant headcount was 887 as of December
  28, 2001 compared to 1,074 as of December 29, 2000. Project personnel and expenses
  as a percentage of revenues increased to 64.8% in 2001 from 61.6% in 2000. This
  increase in project personnel costs and expenses as a percentage of revenues
  was due to lower consultant utilization, partially offset by higher billing
  rates.

Selling,
  General and Administrative.Selling, general and administrative
  expenses decreased 16.5% to $77.1 million in 2001 from $92.3 million in 2000.
  The decrease in selling, general and administrative expenses was primarily a
  result of a decrease in bad debt expense, lower salary and benefit expenses
  associated with a decrease in functional support associates, lower recruiting
  and training costs resulting from a decrease in the number of

18

---



consultants and reduced
  marketing costs. Sales and functional support headcount was 168 as of December
  28, 2001 compared to 270 as of December 29, 2000. Selling, general and administrative
  expenses as a percentage of net revenues were comparable between 2001 and 2000
  at 30.8% and 31.1%, respectively.

Restructuring
  Costs.Restructuring costs were $5.6 million and $3.3
  million in 2001 and 2000, respectively. In 2001, costs consisted of $3.7 million
  for reduction in consultants and functional support personnel and $1.9 million
  for closure and consolidation of facilities and related exit costs. The 2000
  costs related to the reduction in consultants and functional support personnel
  and 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
  in the latter portion of 2000 and throughout 2001. We took steps to reduce our
  costs to better align our overall cost structure and organization with anticipated
  demand for our services.

Stock
  Compensation Expense.Stock compensation expense in
  2001 primarily related to the granting of stock options to participants in our
  Employee Stock Purchase Plan. These stock options were granted in lieu of the
  Employee Stock Purchase Plan shares that could not be issued because the plan
  was oversubscribed for the purchase periods ending on December 31, 2000 and
  June 30, 2001. We recorded a non-cash compensation charge of $4.2 million in
  2001 for the difference between the fair market value of the stock on the option
  grant date and the exercise price.

Litigation
  Settlement.In June 2000, pursuant to a confidential
  settlement agreement, we settled litigation in which we were the plaintiff.
  We recorded a gain of $1.9 million as a result of this settlement.

Non-Cash
  Investment Losses.In the fourth quarter of 2000, we
  recorded non-cash investment losses of $2.4 million related to the full impairment
  of all of our dotcom related investments.

Income
  Taxes.We recorded an income tax expense from continuing
  operations of $1.8 million in 2001, which represented 128.6% of our 2001 pre-tax
  loss from continuing operations. In 2000, we recorded income tax expense of
  $8.6 million, which represented 49.0% of our 2000 pre-tax income from continuing
  operations. The high effective tax rate for 2001 was the result of the impact
  of permanent differences on a very low level of pretax income.

Loss
  from Discontinued Operations.For the years ended December
  28, 2001 and December 29, 2000, loss from discontinued operations for the interactive
  marketing business were $8.1 million and $1.0 million, respectively, while total
  revenues were $28.9 million and $53.9 million, respectively. Included in the
  loss from discontinued operations for fiscal years 2001 and 2000 were restructuring
  costs of $2.9 million and $432,000, respectively, for reduction in consultants
  and for closure and consolidation of facilities and related exit costs.

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 January 3, 2003, we had
  $63.4 million of cash and cash equivalents compared to $59.9 million at December
  28, 2001.

In
  August 2002, we cancelled our $15.0 million revolving credit facility. At the
  time of cancellation and at all times throughout 2002 and 2001, we had no borrowings
  outstanding under the facility. Letters of credit of $2.6 million were outstanding
  under the agreement at the time of the cancellation. We have deposited $2.9
  million with a financial institution as collateral for these letters of credit
  and have classified this cash as restricted on the accompanying consolidated
  balance sheet at January 3, 2003.

19

---



There
  were no material capital commitments at January 3, 2003. The following summarizes
  our lease commitments under non-cancelable operating leases for premises having
  a remaining term in excess of one year at January 3, 2003 (in thousands):

|2003                                                     | $ | 7,194 
|-------------------------------------------------------- | - | ------
|2004                                                     |   | 6,166 
|2005                                                     |   | 5,017 
|2006                                                     |   | 4,941 
|2007                                                     |   | 4,581 
|Thereafter                                               |   | 22,981
|                                                         |  
|                                                         |   | 50,880
|Less:
      sublease income                              |   | 15,293
|                                                         |  
|Total
      minimum lease payments, less sublease income | $ | 35,587
|                                                         |  

Net
  cash provided by operating activities was $7.0 million for 2002 compared to
  $15.5 million during 2001. During 2002, net cash provided by operating activities
  was primarily attributable to a $18.9 million decrease in accounts receivable
  and unbilled revenue. This was partially offset by a $5.4 million increase in
  prepaid expenses and other assets, a $3.9 million decrease in accrued expenses
  and other liabilities and our $69.0 million net loss adjusted for non-cash expenses
  of $67.5 million. Non-cash expenses included the impact of adopting SFAS No.
  142, impairment of goodwill, write-off of leasehold improvements, depreciation,
  deferred taxes and provision for doubtful accounts. During 2001, net cash provided
  by operating activities was primarily attributable to an $18.0 million decrease
  in accounts receivable and unbilled revenue and our $8.5 million net loss adjusted
  for $22.5 million of non-cash expenses which included depreciation and amortization,
  non-cash compensation expense and provision for doubtful accounts. These effects
  were partially offset by a $6.3 million decrease in media payable, a $6.0 million
  decrease in accrued expenses and other liabilities and a $4.8 million decrease
  in accounts payable. Media payables represent media placement costs owed to
  media providers on behalf of our customers. Amounts in media payables that have
  been billed to our customers are included in accounts receivables.

Net
  cash used in investing activities was $7.8 million for 2002 compared to $11.7
  million used during 2001. The uses of cash for investing activities in 2002
  were attributable to $4.0 million of purchases of property and equipment, an
  increase in restricted cash of $2.9 million and $851,000 used in acquisitions
  in 2002. The uses of cash for investing activities in 2001 were attributable
  to $9.5 million of purchases of property and equipment and $2.1 million used
  in the acquisition of businesses.

Net
  cash provided by financing activities was $4.3 million in 2002 compared to $4.4
  million during 2001. Cash from financing activities during 2002 and 2001 was
  from the sale of common stock as a result of exercises of stock options as well
  as the sale of stock through our Employee Stock Purchase Plan, offset by repurchases
  of common stock of $2.2 million in 2002.

On
  July 30, 2002, we announced that our Board of Directors approved the repurchase
  of up to $5.0 million of our common stock. Under the repurchase plan, 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 January 3, 2003, we had repurchased 1,146,000
  shares of our common stock at an average price of $1.93 per share.

We
  currently believe that available funds and cash flows generated by operations,
  if any, will be sufficient to fund our working capital and capital expenditures
  requirements for at least the next twelve 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. We cannot assure you however, that additional financing will be
  available when needed or desired on terms favorable to us or at all.

Recently Issued Accounting
  Standards

In
  June 2002, the Financial Accounting Standards Board issued Statement of Financial
  Accounting Standards (SFAS) No. 146, Accounting for Costs Associated
  with Exit or Disposal Activities.SFAS No. 146 addresses financial accounting
  and reporting for costs associated with exit or disposal activities. This statement
  supersedes Emerging Issues Task Force Issue No. 94-3, Liability Recognition
  for Certain Employee Termination Benefits and Other Costs to Exit an Activityand requires that a liability for a cost associated with an exit or disposal
  activity

20

---



be recognized when the liability
  is incurred. The provisions of this statement are effective for exit or disposal
  activities that are initiated after December 31, 2002. We do not believe that
  the adoption of SFAS No. 146 will have a material impact on our consolidated
  financial statements.

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, 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 on reported results. We continue to account for stock-based
  compensation using Accounting Principles Board Statement No. 25, Accounting
  for Stock Issued to Employees,and have not adopted the recognition provisions
  of SFAS No. 123, as amended by SFAS No. 148. The disclosure provisions of SFAS
  No. 148 are effective for fiscal years ending after December 15, 2002 and have
  been incorporated into our footnotes to the financial statements.

|ITEM 7A. | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

We
  do not believe that there is any material market risk exposure with respect
  to derivative or other financial instruments, which would require disclosure
  under this item. At January 3, 2003, our exposure to market risk relates 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 a significant increase or
  decrease in interest rates would have a material adverse impact on the fair
  value of our investment portfolio.

21

---



|ITEM 8. | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------------

ANSWERTHINK,
  INC.

INDEX
  TO FINANCIAL STATEMENTS

|                                                                                                   | Page
|-------------------------------------------------------------------------------------------------- | ----
|                                                                                                   |     
|Report of Independent
      Certified Public Accountants                                           | 23  
|                                                                                                   |     
|Consolidated Balance
      Sheets as of January 3, 2003 and December 28, 2001                      | 24  
|                                                                                                   |     
|Consolidated Statements
      of Operations for the Years Ended January 3, 2003, December 28, 2001 |     
|and
      December 29, 2000                                                                        | 25  
|                                                                                                   |     
|Consolidated Statements
      of Shareholders Equity for the Years Ended January 3, 2003,         |     
|December
      28, 2001 and December 29, 2000                                                      | 26  
|                                                                                                   |     
|Consolidated Statements
      of Cash Flows for the Years Ended January 3, 2003, December 28, 2001 |     
|and
      December 29, 2000                                                                        | 27  
|                                                                                                   |     
|Notes to Consolidated
      Financial Statements                                                   | 28  
|                                                                                                   |     
|Schedule IIValuation
      and Qualifying Accounts and Reserves                                   | 43  

22

---



REPORT
  OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
  and
  Shareholders of Answerthink, Inc.

In our opinion, the consolidated
  financial statements listed in the accompanying index present fairly, in all
  material respects, the financial position of Answerthink, Inc. and its subsidiaries
  at January 3, 2003 and December 28, 2001, and the results of their operations
  and their cash flows for each of the three years in the period ended January
  3, 2003 in conformity with accounting principles generally accepted in the United
  States of America. In addition, in our opinion, the financial statement schedule
  listed in the accompanying index presents fairly, in all material respects,
  the information set forth therein when read in conjunction with the related
  consolidated financial statements. These financial statements and financial
  statement schedule are the responsibility of the Companys management;
  our responsibility is to express an opinion on these financial statements and
  financial statement schedule based on our audits. We conducted our audits of
  these statements in accordance with auditing standards generally accepted in
  the United States of America, which require that we plan and perform the audit
  to obtain reasonable assurance about whether the financial statements are free
  of material misstatement. An audit includes examining, on a test basis, evidence
  supporting the amounts and disclosures in the financial statements, assessing
  the accounting principles used and significant estimates made by management,
  and evaluating the overall financial statement presentation. We believe that
  our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to
  the consolidated financial statements, pursuant to the adoption of Financial
  Accounting Standards Board Statement No. 142,Goodwill
  and Other Intangible Assets,the Company changed its
  method of accounting for goodwill in 2002.

/s/ PricewaterhouseCoopers
  LLP

Miami, Florida
  February 11, 2003

23

---



ANSWERTHINK,
  INC.

CONSOLIDATED
  BALANCE SHEETS

(in
  thousands, except share data)

|January
      3,2003                                                             |   | December
      28,2001
|-------------------------------------------------------------------------------- | - | ----------------------
|                                                                                 |   |                       
|ASSETS                                                                           |   |                       
|Current
      assets:                                                            |   |                       
|Cash
      and cash equivalents                                                  | $ | 63,419                
|Restricted
      cash                                                            |   | 2,909                 
|Accounts
      receivable and unbilled revenue, net of allowance of $3,526 and   |   |                       
|$6,810
      in 2002 and 2001, respectively                                      |   | 24,159                
|Prepaid
      expenses and other assets                                          |   | 16,364                
|                                                                                 |   |                       
|Total current assets                                                             |   | 106,851               
|Property
      and equipment, net                                                |   | 11,790                
|Goodwill,
      net                                                              |   | 26,720                
|                                                                                 |   |                       
|Total assets                                                                     | $ | 145,361               
|                                                                                 |   |                       
|LIABILITIES
      AND SHAREHOLDERS EQUITY                                       |   |                       
|Current
      liabilities:                                                       |   |                       
|Accounts
      payable                                                           | $ | 5,684                 
|Accrued
      expenses and other liabilities                                     |   | 26,478                
|Media
      payable                                                              |   | 152                   
|                                                                                 |   |                       
|Total current liabilities                                                        |   | 32,314                
|Commitments
      and contingencies                                              |   |                       
|Shareholders
      equity:                                                      |   |                       
|Preferred
      stock, $.001 par value, 1,250,000 shares authorized, none issued |   |                       
|and
      outstanding                                                            |   |                      
|Common
      stock, $.001 par value, authorized 125,000,000 shares; issued:      |   |                       
|47,728,129
      shares at January 3, 2003; 45,880,118 shares at                 |   |                       
|December
      28, 2001                                                          |   | 48                    
|Additional
      paid-in capital                                                 |   | 263,626               
|Treasury
      stock, at cost, 1,146,000 shares at January 3, 2003               |   | (2,208                
|Accumulated
      deficit                                                        |   | (148,419              
|                                                                                 |   |                       
|Total shareholders equity                                                       |   | 113,047               
|                                                                                 |   |                       
|Total liabilities and shareholders equity                                       | $ | 145,361               
|                                                                                 |   |                       

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

24

---



ANSWERTHINK,
  INC.

CONSOLIDATED
  STATEMENTS OF OPERATIONS

(in
  thousands, except per share data)

|Year
      Ended                                                          
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|                                                                          
|Revenues:                                                                 
|Revenues
      before reimbursements                                      
|Reimbursements                                                            
|                                                                          
|Total
      revenues                                                      
|                                                                          
|Costs and
      expenses:                                                 
|Project
      personnel and expenses:                                     
|Project
      personnel and expenses before reimbursable                  
|expenses                                                                  
|Reimbursable
      expenses                                               
|                                                                          
|Total
      project personnel and expenses                                
|                                                                          
|Selling,
      general and administrative expenses                        
|Impairment
      of goodwill                                              
|Restructuring
      costs                                                 
|Stock
      compensation expense                                          
|                                                                          
|Total
      costs and operating expenses                                  
|                                                                          
|Income
      (loss) from operations                                       
|Other income
      (expense):                                             
|Litigation
      settlement                                               
|Non-cash
      investment losses                                          
|Interest
      income                                                     
|Interest
      expense                                                    
|                                                                          
|Income
      (loss) before income taxes, loss from discontinued operations
|and
      cumulative effect of change in accounting principle             
|Income
      taxes                                                        
|                                                                          
|Income
      (loss) from continuing operations                            
|Loss from
      discontinued operations, net of income taxes              
|                                                                          
|Income
      (loss) before cumulative effect of change in accounting      
|principle                                                                 
|Cumulative
      effect of change in accounting principle                 
|                                                                          
|Net income
      (loss)                                                   
|                                                                          
|Basic net
      income (loss) per common share:                           
|Income
      (loss) from continuing operations                            
|Loss
      from discontinued operations, net of income taxes              
|Cumulative
      effect of change in accounting principle                 
|Net
      income (loss) per common share                                  
|                                                                          
|Weighted
      average common shares outstanding                          
|                                                                          
|Diluted
      net income (loss) per common share:                         
|Income
      (loss) from continuing operations                            
|Loss
      from discontinued operations, net of income taxes              
|Cumulative
      effect of change in accounting principle                 
|Net
      income (loss) per common share                                  
|                                                                          
|Weighted
      average common and common equivalent shares                
|outstanding                                                               

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

25

---



ANSWERTHINK,
  INC.

CONSOLIDATED
  STATEMENTS OF SHAREHOLDERS EQUITY

(in
  thousands)

|Common
      Stock                                            |        | Addi-
      tional
      Paid-In
      Capital |   | Treasury
      Stock |  | Unearned
      Com-
      pensation |         | Accu-
      mulated
      Deficit |        | Total
      Share-
      holders
      Equity
|------------------------------------------------------------- | ------ | ---------------------------------------------- | - | -------------------- |  | ----------------------------------- | ------- | --------------------------------- | ------ | ----------------------------------------------
|
|
|                                                              |        |                                                |   |                      |  |                                     |         |                                   |        |                                               
|Balance
      at December 31, 1999                            | 42,732 |                                                | $ | 43                   |  | $                                   | 219,884 |                                   |       |                                               
|Issuance
      of common stock                                | 1,298  |                                                |   | 1                    |  |                                     | 17,176  |                                   |       |                                               
|Purchase
      and retirement of stock                        | (172   | )                                              |   |                     |  |                                     | (1,883  | )                                 |       |                                               
|Issuance
      of common stock forbusiness
      acquisitions | 377    |                                                |   |                     |  |                                     | 8,122   |                                   |       |                                               
|Amortization
      of deferredcompensation
      expense      |       |                                                |   |                     |  |                                     |        |                                   |       |                                               
|Net income                                                    |       |                                                |   |                     |  |                                     |        |                                   |       |                                               
|                                                              |        |                                                |   |                      |  |                                     |         |                                   |        |                                               
|Balance
      at December 29, 2000                            | 44,235 |                                                | $ | 44                   |  | $                                   | 243,299 |                                   |       |                                               
|Issuance
      of common stock                                | 890    |                                                |   | 1                    |  |                                     | 4,366   |                                   |       |                                               
|Issuance
      of stock options                               |       |                                                |   |                     |  |                                     | 4,218   |                                   |       |                                               
|Issuance
      of common stock forbusiness
      acquisitions | 755    |                                                |   | 1                    |  |                                     | 5,232   |                                   |       |                                               
|Amortization
      of deferredcompensation
      expense      |       |                                                |   |                     |  |                                     |        |                                   |       |                                               
|Net loss                                                      |       |                                                |   |                     |  |                                     |        |                                   |       |                                               
|                                                              |        |                                                |   |                      |  |                                     |         |                                   |        |                                               
|Balance
      at December 28, 2001                            | 45,880 |                                                | $ | 46                   |  | $                                   | 257,115 |                                   |       |                                               
|Issuance
      of common stock                                | 1,848  |                                                |   | 2                    |  |                                     | 6,511   |                                   |       |                                               
|Treasury
      stock purchased                                |       |                                                |   |                     |  |                                     |        |                                   | (1,146 | )                                             
|Net loss                                                      |       |                                                |   |                     |  |                                     |        |                                   |       |                                               
|                                                              |        |                                                |   |                      |  |                                     |         |                                   |        |                                               
|Balance
      at January 3, 2003                              | 47,728 |                                                | $ | 48                   |  | $                                   | 263,626 |                                   | (1,146 | )                                             
|                                                              |        |                                                |   |                      |  |                                     |         |                                   |        |                                               

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

26

---



ANSWERTHINK,
  INC.

CONSOLIDATED
  STATEMENTS OF CASH FLOWS

(in
  thousands)

|Year
      Ended                                                          
|--------------------------------------------------------------------------
|                                                                          
|                                                                          
|                                                                          
|Cash flows
      from operating activities:                               
|Net
      income (loss)                                                   
|Adjustments
      to reconcile net income (loss) to net cash              
|provided
      by operating activities:                                   
|Cumulative
      effect of change in accounting principle                 
|Impairment
      of goodwill                                              
|Write-off
      of leasehold improvements and other assets                
|Depreciation
      and amortization                                       
|Non-cash
      compensation expense                                       
|Provision
      for doubtful accounts                                     
|Deferred
      income taxes                                               
|Investment
      losses                                                   
|Gain
      on litigation settlement                                       
|Changes
      in assets and liabilities, net of effects from acquisitions:
|Decrease
      in accounts receivable and unbilled revenue                
|Decrease
      (increase) in prepaid expenses and other assets            
|Increase
      (decrease) in accounts payable                             
|Decrease
      in accrued expenses and other liabilities                  
|Decrease
      in media payable                                           
|                                                                          
|Net
      cash provided by operating activities                           
|Cash flows
      from investing activities:                               
|Purchases
      of property and equipment                                 
|Increase
      in restricted cash                                         
|Purchases
      of short-term investments                                 
|Redemption,
      sales and maturities of short-term investments          
|Cash
      used in acquisition of businesses, net of cash acquired        
|                                                                          
|Net
      cash used in investing activities                               
|Cash flows
      from financing activities:                               
|Proceeds
      from issuance of common stock                              
|Repurchases
      of common stock                                         
|Repayment
      of notes payable                                          
|                                                                          
|Net
      cash provided by financing activities                           
|                                                                          
|Net increase
      in cash and cash equivalents                           
|Cash and
      cash equivalents at beginning of year                      
|                                                                          
|Cash and
      cash equivalents at end of year                            
|                                                                          
|                                                                          
|                                                                          
|Supplemental
      disclosure of cash flow information:                   
|Cash
      paid for interest                                              
|Cash
      paid for income taxes                                          

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

27

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature
  of Business and Significant Accounting Policies

Nature
  of Business

Answerthink,
  Inc. (the Company or Answerthink) is a leading business
  and technology consulting firm. Answerthinks capabilities include performance
  measurement, business transformation, business applications, technology integration,
  and offshore application maintenance and support.

Principles
  of Consolidation

The
  consolidated financial statements and information herein include the accounts
  of Answerthink and its subsidiaries. All material intercompany accounts and
  transactions have been eliminated in consolidation. In February 1999, Answerthink
  merged with triSpan, Inc. (triSpan) and in November 1999, Answerthink
  merged with THINK New Ideas, Inc. (THINK New Ideas). The mergers
  with triSpan and THINK New Ideas were accounted for using the pooling-of-interests
  method of accounting.

Fiscal
  Year

The
  Companys fiscal year generally consists of a 52-week period and periodically
  consists of a 53-week period because the fiscal year ends on the Friday closest
  to December 31. Fiscal years 2002, 2001 and 2000 ended on January 3, 2003, December
  28, 2001 and December 29, 2000, respectively. Fiscal year 2002 was a 53-week
  period. References to a year included in this section refer to a fiscal year
  rather than a calendar year.

Cash and
  Cash Equivalents

The
  Company considers all short-term investments with maturities of three months
  or less when purchased to be cash equivalents. The Company places its temporary
  cash investments with high credit quality financial institutions. At times,
  such investments may be in excess of the F.D.I.C. insurance limits. The Company
  has not experienced any loss to date on these investments.

Accounts
  Receivables and Allowances for Doubtful Accounts

The
  Company maintains allowances for doubtful accounts for estimated losses resulting
  from the inability of our clients to make required payments. Management makes
  estimates of the uncollectibility of the accounts receivables. 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.

Media Payable

Media
  payables represent media placement costs due to media providers on behalf of
  the Companys clients. Amounts in media payables that have been billed
  to the Companys customers are included in accounts receivables.

Property
  and Equipment, Net

Property
  and equipment are recorded at cost, less accumulated depreciation. Depreciation
  is provided using the straight-line method over the estimated useful life of
  the assets ranging from three to five years. Leasehold improvements are amortized
  on a straight-line basis over the term of the lease or the estimated useful
  life of the improvement, whichever is shorter. Expenditures for repairs and
  maintenance are charged to expense as incurred. Expenditures for betterments
  and major improvements are capitalized. The carrying amount of assets sold or
  retired and related accumulated depreciation are removed from the accounts in
  the year of disposal and any resulting gains or losses are included in the statement
  of operations.

The
  Company capitalizes the costs of internal-use software in accordance with Statement
  of Position No. 98-1 (SOP 98-1), Accounting for the Costs of Computer
  Software Developed or Obtained for Internal Use. SOP 98-1 provides guidance
  on applying generally accepted accounting principles in addressing whether and
  under what conditions the costs of internal-use software should be capitalized.

28

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. Nature
  of Business and Significant Accounting Policies (continued)

Goodwill
  and Other Intangible Assets

Effective
  December 29, 2001, the Company adopted Statement of Financial Accounting Standards
  (SFAS) No. 142, Goodwill and Other Intangible Assets. Under
  SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives
  are no longer amortized but are reviewed at least annually for impairment. Other
  intangible assets will continue to be amortized over their estimated useful
  lives. Prior to the adoption of SFAS No. 142, the Company amortized goodwill
  over 15 years. SFAS No. 142 requires that goodwill be tested for impairment
  at the reporting unit level at adoption and at least annually thereafter, utilizing
  a fair value methodology versus an undiscounted cash flow method
  required under previous accounting rules. The Company evaluates the fair values
  of its reporting units utilizing various valuation techniques including discounted
  cash flow analysis. Based on the new method for recording impairment, the Company
  recognized a transitional impairment loss of $31.2 million as the cumulative
  effect of a change in accounting principle in the first quarter of 2002. This
  charge related to the Technology Integration reporting unit.

The
  new statement also requires that goodwill be tested for impairment on an annual
  basis and between annual tests in certain circumstances. The Company performed
  an impairment test primarily as a result of the decline in stock prices for
  the Company and its peer group during the quarter ended September 27, 2002 and
  recorded a non-cash impairment charge of $20.0 million related to the Technology
  Integration reporting unit.

Goodwill
  amortization for the years ended December 28, 2001 and December 29, 2000 was
  $6.7 million and $6.1 million, respectively. Of these amounts, $2.8 million
  and $2.3 million for the years ended December 28, 2001 and December 29, 2000,
  respectively, are included in the loss from discontinued operations in the consolidated
  statements of operations. The following schedule reconciles net income (loss)
  and per share amounts for the years ended December 28, 2001 and December 29,
  2000, adjusted for SFAS No. 142 (in thousands, except per share data):

|Year
      Ended                          
|------------------------------------------
|                                          
|                                          
|                                          
|Net income
      (loss) as reported       
|Add back:
      Goodwill amortization     
|                                          
|Adjusted
      net income (loss)          
|                                          
|Basic net
      income (loss) per share:  
|Net
      income (loss) as reported       
|Goodwill
      amortization               
|                                          
|Adjusted
      net income (loss) per share
|                                          
|Diluted
      net income (loss) per share:
|Net
      income (loss) as reported       
|Goodwill
      amortization               
|                                          
|Adjusted
      net income (loss) per share
|                                          

Revenue
  Recognition

The
  Company recognizes revenues for services as work is performed on a project-by-project
  basis adjusted for any anticipated losses in the period in which any such losses
  are identified. For projects charged on a time and materials basis, revenue
  is recognized based on the number of hours worked by consultants at an agreed-upon
  rate per hour. The Company also undertakes projects on a fixed-fee or capped-fee
  basis for which revenues are recognized on the percentage of completion method
  of accounting based on the evaluation of actual costs incurred to date compared
  to total estimated costs.

29

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. Nature
  of Business and Significant Accounting Policies (continued)

Reimbursable
  Expenses

During the first quarter
  of 2002, the Company adopted Emerging Issues Task Force (EITF) Issue
  No. 01-14, Income
  Statement Characterization of Reimbursements Received for Out of Pocket
  Expenses Incurred.In accordance with the provisions
  of EITF Issue No. 01-14, reimbursements received from customers for out-of-pocket
  expenses incurred by employees are classified as revenue in the statement of
  operations. The Company has historically accounted for reimbursements received
  for out-of-pocket expenses incurred as a reduction to project personnel and
  expenses in the statement of operations. The statements of operations for the
  years ended December 28, 2001 and December 29, 2000 were reclassified to comply
  with the guidance in EITF Issue No. 01-14. Adoption of the provisions had no
  impact on the reported net income (loss) or net income (loss) per share.

Stock Compensation

The
  Company applies Accounting Principles Board (APB) Opinion No. 25,
  Accounting for Stock Issued to Employeesand related interpretations
  in accounting for its stock option plans. 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 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 Statement 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.

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. The assumptions underlying the fair value calculations for
  the stock option grants are presented in Note 8. 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 years ended January
  3, 2003, December 28, 2001 and December 29, 2000 would have been adjusted to
  the pro forma amounts indicated as follows (in thousands, expect per share data):

|Year
      Ended                                               
|---------------------------------------------------------------
|                                                               
|                                                               
|                                                               
|Net income
      (loss), as reported                           
|Total stock-based
      employee pro forma compensation expense
|determined
      under fair value based method for all awards, 
|net
      of related tax benefits                              
|Pro forma
      net income                                     
|Basic net
      income (loss) per common share                 
|As
      reported                                              
|Pro
      forma                                                
|Diluted
      net income (loss) per common share               
|As
      reported                                              
|Pro
      forma                                                

Included
  in the pro forma net loss for the year ended January 3, 2003 is $10.6 million
  of expense related to the reversal of pro forma accumulated deferred tax benefits
  established in previous years to provide a pro forma valuation allowance on
  all deferred tax assets.

30

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. Nature
  of Business and Significant Accounting Policies (continued)

Income
  Taxes

The
  Company records income taxes using the liability method. Under this method,
  the Company records deferred taxes based on temporary taxable and deductible
  differences between the tax bases of the Companys assets and liabilities
  and their 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.

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 common shares issued to employees under employment agreements,
  the calculation includes only the vested portion of such shares. Accordingly,
  common shares outstanding for the basic net income (loss) per share computation
  is lower than actual shares issued and outstanding. Included in the common shares
  outstanding for the basic net income per share computation for the year ended
  December 29, 2000 were an estimated 1,443,466 shares (based on the share price
  on December 29, 2000) related to an earn-out that was paid in the Companys
  common stock in March 2001 (see Note 2). In March 2001, the Company issued 755,374
  shares (based on the average share price on the last three days of February
  2001) of the Companys common stock for the earn-out.

Net
  income (loss) per share assuming dilution is computed by dividing the 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. Potentially dilutive shares were excluded from the diluted loss per
  share calculation for the years ended January 3, 2003 and December 28, 2001
  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 those years. Potentially dilutive shares that were
  not included in the diluted loss per share calculation for the years ending
  January 3, 2003 and December 28, 2001 included 333,644 and 1,444,392 shares,
  respectively, of unvested common stock issued under employment agreements and
  310,478 and 860,751 shares, respectively, issuable upon the exercise of stock
  options and warrants assuming the treasury stock method. For the year ended
  December 29, 2000 potentially dilutive securities included 3,681,880 shares
  of unvested common stock issued under employment agreements and 1,193,050 shares
  issuable upon the exercise of stock options and warrants assuming the treasury
  stock method.

Fair Value
  of Financial Instruments

The
  Companys financial instruments consist of cash and cash equivalents, accounts
  receivable and unbilled revenue, accounts payable, accrued expenses and other
  liabilities, and media payable. At January 3, 2003 and December 28, 2001, the
  fair value of these instruments approximated their carrying value.

Concentration
  of Credit Risk

The
  Company provides services primarily to Global 2000 companies and other sophisticated
  buyers of business consulting and IT services. The Company performs ongoing
  credit evaluations of its major customers and maintains reserves for potential
  credit losses. In fiscal year 2002, three customers had revenues greater than
  5% of total revenues, which, in the aggregate, accounted for approximately 36%
  of total revenues. In fiscal year 2001, three customers had revenues greater
  than 5% of total revenues, which, in the aggregate, accounted for approximately
  39% of total revenues. In fiscal year 2000, one customer accounted for approximately
  13% of revenues.

31

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.  Nature
  of Business and Significant Accounting Policies (continued)

Managements
  Estimates

The
  preparation of financial statements in conformity with accounting principles
  generally accepted in the United States of America requires management to make
  estimates and assumptions that affect the reported amounts of assets and liabilities
  and disclosure of contingent assets and liabilities at the date of the financial
  statements and the reported amounts of revenues and expenses during the reporting
  period. Actual results could differ from those estimates.

Segment
  Reporting

The
  Company engages in business activities in one operating segment, which provides
  technology-enabled business solutions.

Recent
  Accounting Pronouncements

In
  June 2002, the Financial Accounting Standards Board issued Statement of Financial
  Accounting Standards (SFAS) No. 146, Accounting for Costs Associated
  with Exit or Disposal Activities. SFAS No. 146 addresses financial accounting
  and reporting for costs associated with exit or disposal activities. This statement
  supersedes Emerging Issues Task Force Issue No. 94-3, Liability Recognition
  for Certain Employee Termination Benefits and Other Costs to Exit an Activityand requires that a liability for a cost associated with an exit or disposal
  activity be recognized when the liability is incurred. The provisions of this
  statement are effective for exit or disposal activities that are initiated after
  December 31, 2002. The Company does not believe that the adoption of SFAS 146
  will have a material impact on its consolidated financial statements.

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, 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 on reported results. The Company continues to account
  for stock-based compensation using Accounting Principles Board Statement No.
  25, Accounting for Stock Issued to Employees,and has not adopted the
  recognition provisions of SFAS No. 123, as amended by SFAS No. 148. The disclosure
  provisions of SFAS No. 148 are effective for fiscal years ending after December
  15, 2002 and have been incorporated into the footnotes.

Reclassifications

Certain
  prior year amounts in the consolidated financial statements have been reclassified
  to conform with the current year presentation.

2.  Acquisitions
  and Investing Activities

During
  the three year period ended January 3, 2003, the Company acquired three businesses
  providing information technology services (collectively, the Acquired
  Entities) in separate transactions. Two were completed in 2002 and one
  was completed in 2001. Aggregate consideration for the Acquired Entities was
  $3.0 million. This amount has been allocated, on an entity-by-entity basis,
  to the assets acquired and liabilities assumed based on their respective fair
  values on the dates of acquisition. During 2000, the Company recorded a liability
  of $5.2 million for an earned contingent consideration paid in the Companys
  common stock in March 2001, when the Company issued 755,374 shares of the Companys
  common stock for the earned contingent consideration.

32

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.  Acquisitions
  and Investing Activities (continued)

The
  components of the purchase price allocation for the Acquired Entities, contingent
  consideration earned for previous acquisitions, and fees and expenses incurred
  are as follows (in thousands):

|2002                                                                |   | 2001 |  | 2000
|------------------------------------------------------------------- | - | ---- |  | ----
|                                                                    |   |      |  |     
|Fair value
      of net assets (excluding cash) acquired            | $ | 851  |  | $   
|Goodwill                                                            |   |     |  |     
|Common
      stock issued                                           |   |     |  |     
|Accrued
      earn-out                                              |   |     |  |     
|                                                                    |   |      |  |     
|Cash used
      in acquisitions of businesses, net of cash acquired | $ | 851  |  | $   
|                                                                    |   |      |  |     

These
  acquisitions have been accounted for using the purchase method of accounting.
  Accordingly, the results of the acquisitions are included in the Companys
  consolidated results of operations from the respective dates of acquisition.
  For each acquisition, the excess of the purchase price of the acquisition over
  the estimated fair value of the net identifiable assets acquired and any contingent
  consideration has been recorded as goodwill and/or intangible assets. The pro
  forma impact of the acquisitions completed in 2002 and 2001 was not significant
  to the results of the Companys consolidated operations for the years ended
  January 3, 2003 and December 28, 2001.

3.  Property
  and Equipment

Property
  and equipment consists of the following (in thousands):

|January
      3,2003                |   | December
      28,2001
|----------------------------------- | - | ----------------------
|                                    |   |                       
|Equipment                           | $ | 12,320                
|Furniture
      and fixtures        |   | 738                   
|Software                            |   | 6,114                 
|Leasehold
      improvements        |   | 5,057                 
|                                    |   |                       
|                                    |   | 24,229                
|Less accumulated
      depreciation |   | (12,439               
|                                    |   |                       
|                                    | $ | 11,790                
|                                    |   |                       

During
  fiscal year 2002, write-offs of $5.0 million for leasehold improvements and
  other assets were recorded as part of restructuring costs.

Depreciation expense for the years ended January 3, 2003, December 28,
  2001 and December 29, 2000 was $5.1 million, $5.5 million and $5.5 million,
  respectively. Of these amounts, $1.0 million, $2.0 million and $1.8 million
  for the years ended January 3, 2003, December 28, 2001 and December 29, 2000,
  respectively, are included in the loss from discontinued operations in the consolidated
  statements of operations.

4.  Accrued
  Expenses and Other Liabilities

Accrued
  expenses and other liabilities consists of the following (in thousands):

|January
      3,2003                         |   | December
      28,2001
|-------------------------------------------- | - | ----------------------
|                                             |   |                       
|Accrued
      compensation and benefits      | $ | 5,521                 
|Accrued
      restructuring related expenses |   | 9,616                 
|Deferred
      revenue                       |   | 6,453                 
|Employee
      stock purchase plan payable   |   |                      
|Other accrued
      expenses                 |   | 4,888                 
|                                             |   |                       
|                                             | $ | 26,478                
|                                             |   |                       

33

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.  Revolving
  Credit Facility

In
  August 2002, the Company cancelled its $15.0 million revolving credit facility.
  At the time of cancellation and at all times throughout 2002 and 2001, there
  were no borrowings outstanding under the facility. Letters of credit of $2.6
  million were outstanding under the agreement at the time of the cancellation.
  The Company has deposited $2.9 million with a financial institution as collateral
  for these letters of credit and has classified this cash as restricted on the
  accompanying consolidated balance sheet at January 3, 2003.

6.  Lease
  Commitments

The
  Company has operating lease agreements for its premises that expire on various
  dates through 2015. Rent expense for the years ended January 3, 2003, December
  28, 2001 and December 29, 2000 was $4.9 million, $6.5 million and $6.1 million,
  respectively.

Future
  minimum lease commitments under non-cancelable operating leases for premises
  having a remaining term in excess of one year at January 3, 2003 are as follows
  (in thousands):

|2003                                                     | $ | 7,194 
|-------------------------------------------------------- | - | ------
|2004                                                     |   | 6,166 
|2005                                                     |   | 5,017 
|2006                                                     |   | 4,941 
|2007                                                     |   | 4,581 
|Thereafter                                               |   | 22,981
|                                                         |  
|                                                         |   | 50,880
|Less: sublease
      income                              |   | 15,293
|                                                         |  
|Total
      minimum lease payments, less sublease income | $ | 35,587
|                                                         |  

7.  Income
  Taxes

The
  components of the tax expense (benefit) for income taxes are as follows (in
  thousands):

|Year
      Ended                   
|-----------------------------------
|                                   
|                                   
|                                   
|Current
      tax expense (benefit)
|Federal                            
|State                              
|                                   
|                                   
|Deferred
      tax expense         
|Federal                            
|State                              
|                                   
|                                   
|                                   
|Income
      taxes                 
|                                   

34

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. Income
  Taxes (continued)

A
  reconciliation of the Federal statutory tax rate with the effective tax rate
  is as follows:

|Year
      Ended                                           
|-----------------------------------------------------------
|                                                           
|                                                           
|                                                           
|U.S. statutory
      rate                                  
|State income
      taxes, net of Federal income tax benefit
|Loss on
      investment in subsidiary                     
|Valuation
      allowance                                  
|Goodwill
      amortization                                
|Miscellaneous
      items, net                             
|                                                           
|Effective
      rate                                       
|                                                           

The components of the net
  deferred income tax asset are as follows (in thousands):

|January
      3,2003                                  |   | December
      28,2001
|----------------------------------------------------- | - | ----------------------
|                                                      |  
|Deferred
      income tax assets                      |   |                       
|Purchased
      research and development              | $ | 1,267                 
|Allowance
      for doubtful accounts                 |   | 1,234                 
|Net
      operating loss and tax credits carryforward |   | 25,538                
|Accrued
      expenses and other liabilities          |   | 4,816                 
|                                                      |   |                       
|                                                      |   | 32,855                
|Valuation
      allowance                             |   | (30,101               
|                                                      |   |                       
|                                                      |   | 2,754                 
|Deferred
      income tax liabilities                 |   |                       
|Depreciation
      and amortization                   |   | (1,869                
|Other
      items                                     |   | (885                  
|                                                      |   |                       
|                                                      |   | (2,754                
|                                                      |   |                       
|Net deferred
      income tax asset                   | $ |                      
|                                                      |   |                       

An
  income tax receivable of $11.0 million and $4.2 million is included in prepaid
  expenses and other assets in the consolidated balance sheets as of January 3,
  2003 and December 28, 2001, respectively. Current net deferred tax assets of
  $-0- million and $5.5 million are included in prepaid expenses and other assets
  in the consolidated balance sheets as of January 3, 2003 and December 28, 2001,
  respectively. Net deferred tax liabilities of $-0- and $573,000 are included
  in accrued expenses and other liabilities in the consolidated balance sheets
  as of January 3, 2003 and December 28, 2001, respectively. At January 3, 2003
  and December 28, 2001, the Company had $68.0 million and $4.2 million, respectively,
  of net operating loss carryforwards available for tax purposes, most of which
  expire in 2023 if not utilized.

In
  2002, the Company discontinued its interactive marketing business which was
  acquired with THINK New Ideas. The discontinuance of THINK New Ideas will generate
  an approximate $75.0 million worthless stock deduction for the Companys
  investment in THINK New Ideas in its 2002 tax return. Although the Company believes
  that its tax position is sustainable there is no assurance that the Internal
  Revenue Service will not challenge its conclusion.

At
  January 3, 2003 and December 28, 2001, the Company had established a valuation
  allowance of $30.1 million and $935,000, respectively, to reduce deferred income
  tax assets primarily related to net operating loss carryforwards. 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.

35

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.  Shareholders
  Equity

Common
  Stock Subject to Vesting Requirements

As
  of January 3, 2003 and December 28, 2001, the Company had shares of outstanding
  common stock totaling 205,512 and 615,188, respectively, that are subject to
  certain vesting criteria. Answerthink sold the shares to its employees at nominal
  purchase prices per share in connection with Answerthinks formation in
  1997. Each employee executed an employment agreement or a stock agreement with
  the Company providing for, among other things, the manner in which the shares
  will vest. In general, a certain percentage of shares will begin to vest upon
  the second anniversary from the purchase date of such shares and will become
  fully vested either by the fourth or sixth anniversary from the purchase date
  so long as the holder remains an employee.

Securities
  Purchase Agreement

In
  March 1999, THINK New Ideas entered into a securities purchase agreement (the
  Securities Purchase Agreement) with Capital Ventures International
  and Marshall Capital Management, Inc. (the Purchasers) whereby the
  Purchasers agreed to purchase shares of common stock and warrants to acquire
  shares of common stock. Pursuant to the Securities Purchase Agreement, on March
  5, 1999, THINK New Ideas issued, for proceeds of $6 million, 609,799 shares
  of its common stock at $9.84 per share and warrants to purchase an additional
  121,961 shares of common stock exercisable for a five-year term, at an exercise
  price of $14.76. All of these warrants were outstanding as of January 3, 2003.

At
  any time prior to March 5, 2000 the Purchasers also had the right but not the
  obligation to purchase 371,353 additional shares of common stock at $13.46 per
  share, together with warrants for 1/5 share for each additional share purchased,
  exercisable at an exercise price of 150% of the market price on the date the
  related additional shares were purchased. Pursuant to the Securities Purchase
  Agreement, the additional shares were sold in March 2000 for $5.0 million and
  warrants to acquire 74,270 shares of common stock, exercisable for a five-year
  term, were issued at an exercise price of $36.94. All of these warrants were
  outstanding as of January 3, 2003.

Stock
  Plans

Effective
  July 1, 1998, the Company adopted an Employee Stock Purchase Plan to provide
  substantially all employees who have completed three months of service as of
  the beginning of an offering period an opportunity to purchase shares of its
  common stock through payroll deductions, up to 10% of eligible compensation.
  Participant account balances are used to purchase shares of stock at the lesser
  of 85 percent of the fair market value of shares on the first trading day of
  the six-month offering period or on the last trading day of such offering period.
  The aggregate fair market value, determined as of the first trading date of
  the offering period, as to shares purchased by an employee may not exceed $25,000
  annually. The Employee Stock Purchase Plan expires on July 1, 2008. A total
  of 2,750,000 shares of common stock (increased from 750,000 shares per an amendment
  to the plan that was approved by the shareholders on May 9, 2001) are available
  for purchase under the plan with a limit of 400,000 shares of common stock to
  be issued per offering period. For plan years 2002, 2001 and 2000, 734,047,
  298,210 and 482,196 shares, respectively, were issued.

In
  2001, the Company granted stock options to participants in the Companys
  Employee Stock Purchase Plan. These options were granted in lieu of the Employee
  Stock Purchase Plan shares that could not be issued because the plan was oversubscribed
  for the purchase periods ending December 31, 2000 and June 30, 2001. The Company
  recorded a non-cash compensation charge of $4.2 million in the year ended December
  28, 2001 based on the vesting provisions of the options for the difference between
  the fair market value of the stock on the option grant date and the exercise
  price. These options fully vested on June 30, 2001, therefore, operating results
  in future periods will not be impacted by this special grant.

The
  Company has granted stock options to employees and directors of the Company
  at exercise prices equal to the market value of the stock at the date of grant
  . The options generally vest ratably over periods ranging from four years to
  six years with a maximum term of 10 years. The number of shares available for
  future issuance at January 3, 2003 is 9,838,660 shares.

36

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Shareholders
  Equity (continued)

On
  June 27, 2001, the Company filed with the Securities and Exchange Commission
  a Schedule TO describing a program offering a voluntary stock option exchange
  for the Companys employees. The offering period for the stock option exchange
  ended on August 8, 2001. Under the program, employees holding nonqualified options
  to purchase the Companys common stock or incentive stock options to purchase
  the Companys common stock with an exercise price of $10.00 per share or
  more were given the opportunity to exchange their existing options for new options
  to purchase shares of the Companys common stock equal in number to 66
  2/3% of the number of options tendered and accepted for exchange. The new options
  were granted on February 9, 2002, which was six months and one day after acceptance
  of the old options for exchange and cancellation. The exercise price of the
  new options was $6.03, which was the last reported sale price of the Companys
  common stock on the Nasdaq Stock Markets National Market on February 8,
  2002. Options for 4,400,893 shares were tendered on August 8, 2001 in the exchange
  program. On February 9, 2002, Company granted 2,479,699 shares of the Companys
  common stock in exchange for the shares tendered.

Stock option activity under
  the Companys stock option plans is summarized as follows:

|Year
      Ended                
|--------------------------------
|                                
|                                
|                                
|                                
|                                
|Outstanding
      at beginning  
|of
      year                   
|Granted                         
|Exercised                       
|Canceled                        
|                                
|Outstanding
      at end of year
|                                
|Weighted
      average fair     
|value
      of options granted  
|during
      the period         
|                                

The
  following assumptions were used by the Company to determine the fair value of
  stock options granted using the Black-Scholes options-pricing model:

|Year
      Ended                  
|----------------------------------
|                                  
|                                  
|                                  
|Expected
      volatility         
|Average
      expected option life
|Risk-free
      rate              
|Dividend
      yield              

37

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. Shareholders
  Equity (continued)

The
  following table summarizes information about the Companys stock options
  outstanding at January 3, 2003:

|   |              | Options
      Outstanding |           | Options
      Exercisable
|-- | ------------ | ------------------------- | --------- | -------------------------
|
|
|   |              |                           |           |                          
|$  | 1.45$ 2.74  |                           | 618,115   |                          
|$  | 3.08$ 3.79  |                           | 1,051,176 |                          
|$  | 4.66$ 5.99  |                           | 2,221,942 |                          
|$  | 6.00$ 6.86  |                           | 2,594,445 |                          
|$  | 7.08$ 9.97  |                           | 815,708   |                          
|$1 | 0.46$ 14.44 |                           | 345,091   |                          
|$1 | 6.25$ 18.50 |                           | 465,769   |                          
|$1 | 9.25$ 24.50 |                           | 66,776    |                          
|$2 | 5.25$ 34.25 |                           | 84,949    |                          
|   |              |                           |           |                          
|   |              |                           | 8,263,971 |                          
|   |              |                           |           |                          

|Treasury
      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|On
      July 30, 2002, the Company announced that its Board of Directors approved
      the repurchase of up to $5.0 million of the Companys common stock.
      Under the repurchase plan, the Company 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 January 3, 2003, the Company had repurchased 1,146,000 shares of its
      common stock at an average price of $1.93 per share. The Company holds repurchased
      shares of its common stock as treasury stock and accounts for treasury stock
      under the cost method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.Benefit
      Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The
      Company maintains a 401(k) plan covering all eligible employees. Subject
      to certain dollar limits, eligible employees may contribute up to 15% of
      their pre-tax annual compensation to the plan. The Company may make discretionary
      contributions on an annual basis. During fiscal years 2002 and 2001, the
      Company made matching contributions of 25% of employee contributions up
      to 4% of their gross salaries. The Companys matching contributions
      were $656,000 and $736,000 for the years ended January 3, 2003 and December
      28, 2001, respectively. The Company made no matching contributions in fiscal
      year 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.Restructuring
      Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Restructuring
      costs were $10.9 million, $5.6 million and $3.3 million in 2002, 2001 and
      2000, respectively. In 2002 and 2001, costs consisted of $1.5 million and
      $3.7 million, respectively, for reduction in consultants and functional
      support personnel and $9.4 million and $1.9 million, respectively, for closure
      and consolidation of facilities and related exit costs. The 2000 costs consisted
      of $2.1 million for reduction in consultants and functional support personnel
      and $1.2 million for the 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 in the latter portion of 2000 and throughout
      2001 and 2002. The Company took steps to reduce its costs to better align
      its overall cost structure and organization with anticipated demand for
      its services. The 2002 restructuring plan involved the involuntary termination
      of approximately 100 employees. The 2001 restructuring plan involved the
      involuntary termination of approximately 200 employees. The Company has
      subleased or is attempting to mitigate the lease obligations on the vacated
      space.
|38                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10. Restructuring Costs
  (continued)

The
  following table sets forth the detail and activity in the restructuring expense
  accruals during the years ended January 3, 2003, December 28, 2001 and December
  29, 2000 (in thousands):

2000 Restructuring
  Accrual

|AccrualBalance
      atDecember 31,1999 |   | Additions
      toAccrual
      fromContinuingOperations |  | Additions
      toAccrual
      fromDiscontinuedOperations |   | 2000Expenditures |  | 2001Expenditures |   | 2002Expenditures |  | AccrualBalance
      atJanuary
      3,2003
|--------------------------------------- | - | -------------------------------------------------------- |  | ---------------------------------------------------------- | - | ---------------- |  | ---------------- | - | ---------------- |  | -------------------------------------------
|                                        |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|Severance
      and other               |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|employee
      costs                    | $ |                                                         |  |                                                            | $ | 2,054            |  |                  | $ | 432              |  |                                            
|Closure
      and consolidation         |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|of
      facilities and related         |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|exit
      costs                        |   |                                                         |  |                                                            |   | 1,214            |  |                  |   |                 |  |                                            
|                                        |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|Total restructuring                     |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            
|accrual                                 | $ |                                                         |  |                                                            | $ | 3,268            |  |                  | $ | 432              |  |                                            
|                                        |   |                                                          |  |                                                            |   |                  |  |                  |   |                  |  |                                            

2001 Restructuring
  Accrual

|AccrualBalance atDecember 29,2000 |   | Additions
      toAccrual fromContinuingOperations |  |  | Additions
      toAccrual fromDiscontinuedOperations |       | 2001Expenditures |  | 2002Expenditures |       | AccrualBalance atJanuary 3,2003
|--------------------------------- | - | -------------------------------------------------- |  |  | ---------------------------------------------------- | ----- | ---------------- |  | ---------------- | ----- | -------------------------------
|                                  |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                
|Severance
      and other         |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                
|employee
      costs              | $ |                                                   |  |  | $                                                    | 3,694 |                  |  | $                | 559   |                                
|Closure
      and consolidation   |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                
|of
      facilities and related   |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                
|exit
      costs                  |   |                                                   |  |  |                                                      | 1,925 |                  |  |                  | 2,311 |                                
|                                  |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                
|Total restructuring
      accrual | $ |                                                   |  |  | $                                                    | 5,619 |                  |  | $                | 2,870 |                                
|                                  |   |                                                    |  |  |                                                      |       |                  |  |                  |       |                                

2002 Restructuring
  Accrual

|AccrualBalance atDecember 28,2001 |   | Additions
      toAccrual fromContinuingOperations |  | Additions
      toAccrual fromDiscontinuedOperations |   | Expenditures |  |  | AssetWrite-offs |       | AccrualBalance atJanuary 3,2003
|--------------------------------- | - | -------------------------------------------------- |  | ---------------------------------------------------- | - | ------------ |  |  | --------------- | ----- | -------------------------------
|                                  |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                
|Severance
      and other         |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                
|employee
      costs              | $ |                                                   |  |                                                      | $ | 1,528        |  |  | $               | 616   |                                
|Closure
      and consolidation   |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                
|of
      facilities and related   |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                
|exit
      costs                  |   |                                                   |  |                                                      |   | 9,358        |  |  |                 | 2,747 |                                
|                                  |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                
|Total restructuring
      accrual | $ |                                                   |  |                                                      | $ | 10,886       |  |  | $               | 3,363 |                                
|                                  |   |                                                    |  |                                                      |   |              |  |  |                 |       |                                

11.  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 and 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.

39

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. Discontinued Operations
  (continued)

The
  following table sets forth revenues, pre-tax loss, income tax benefit and loss
  from discontinued operations for the years ended January 3, 2003, December 28,
  2001 and December 29, 2000 (in thousands):

|January
      31,2003                           |   | December
      28,2001 |  | December
      29,2000
|----------------------------------------------- | - | ---------------------- |  | ----------------------
|                                                |   |                        |  |                       
|Revenues                                        | $ | 7,235                  |  | $                     
|Pre-tax
      loss from discontinued operations | $ | 8,911                  |  | $                     
|Income
      tax benefit                        | $ |                       |  | $                     
|Loss from
      discontinued operations         | $ | 8,911                  |  | $                     

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Included
      in the loss from discontinued operations for fiscal years 2002, 2001 and
      2000 were restructuring costs of $3.4 million, $2.9 million and $432,000,
      respectively, for reduction in consultants and for closure and consolidation
      of facilities and related exit costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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 allege misstatements and omissions concerning
      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 Complaint is due to be filed on April 18, 2003. The Company intends
      to file a motion seeking the dismissal of the Consolidated Amended Complaint.
      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 intend to defend the lawsuits vigorously.
|Between
      September and October 1998, seven purported class action suits were filed
      against THINK New Ideas, Inc. (THINK New Ideas) and certain
      of its then current and former officers and directors alleging violations
      of the Securities Exchange Act of 1934. All seven of these lawsuits were
      consolidated by order of the court. This lawsuit became the Companys
      responsibility upon the merger of Answerthink and THINK New Ideas. On April
      18, 2002, the parties reached an agreement in principle to settle this action.
      The Court approved the settlement in September 2002 in all respects and
      dismissed the complaint with prejudice. The time for appeal has expired
      and the settlement has become final. The full amount of the settlement has
      been paid by THINK New Ideas insurance carrier.                                                                                                                                                                                                                                                                                         
|In
      June 2000, pursuant to a confidential settlement agreement, the Company
      settled litigation in which it was the plaintiff. The Company recorded a
      gain of $1.85 million as a result of this settlement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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 Companys financial position
      or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|During
      2002, the Company and HCL Technologies Limited, an Indian information technology
      services and product engineering firm, formed HCL-Answerthink, Inc. to provide
      offshore custom application development and maintenance services. The Company
      has a non-controlling equity interest of 50% in this joint venture. For
      the year ended January 3, 2003, the Companys net equity loss from
      the joint venture was $687,000. During 2002, the Company sold services of
      $233,000 to the joint venture. The Company also incurred costs of $230,000
      for consulting services provided by the joint venture to Answerthink. In
      addition, the Company reduced general and administrative expenses by $856,000
      for administrative services billed to the joint venture during 2002. At
      January 3, 2003, the Company had receivables of $550,000 due from the joint
      venture and payables of $230,000 due to the joint venture.                                                                                                                                                                        
|40                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---



ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13.   Related
  Party Transactions (continued)

During
  2000, the Company recognized approximately $16.7 million in sales to related
  parties in which the Company had non-controlling equity interests or whereby
  a director of the Company holds equity interests in such clients or is a director
  of such company. The Company had net receivables due from these entities of
  approximately $-0- and $788,000, and payables due to these entities of approximately
  $-0- and $443,000, at January 3, 2003 and December 28, 2001, respectively.

14.Quarterly
  Financial Information (unaudited)

The
  following table presents unaudited supplemental quarterly financial information
  for the years ended January 3, 2003 and December 28, 2001 (in thousands, except
  per share data):

|                                                          | Quarter
      Ended |        
|--------------------------------------------------------- | ------------------- | -------
|                                                          |                     |        
|                                                          |                    
|                                                          |                     |        
|Total revenues                                            | $                   | 49,688 
|Loss from
      operations                                |                     | (192   
|Loss before
      income taxes, loss from discontinued    |                     |        
|operations
      and cumulative effect of change in       |                     |        
|accounting
      principle                                |                     | (82    
|Income
      (loss) from continuing operations            |                     | 534    
|Loss
      from discontinued operations, net of income    |                     |        
|taxes                                                     |                     | (1,457 
|Cumulative
      effect of change in accounting principle |                     | (31,200
|Net loss                                                  | $                   | (32,123
|                                                          |                     |        
|Basic and
      diluted income (loss) per common share:   |                     |        
|Income
      (loss) from continuing operations            | $                   | 0.01   
|Loss
      from discontinued operations, net of income    |                     |        
|taxes                                                     | $                   | (0.03  
|Cumulative
      effect of change in accounting           |                     |        
|principle                                                 | $                   | (0.68  
|Net
      loss per common share                           | $                   | (0.70  
|                                                          |                     |        
|                                                          |                    
|                                                          |                    
|                                                          |                    
|                                                         
|                                                          |                     |        
|Total revenues                                            | $                   | 69,988 
|Income
      (loss) from operations                       |                     | (631   
|Income
      (loss) before income taxes and loss from     |                     |        
|discontinued
      operations                             |                     | (285   
|Income
      (loss) from continuing operations            |                     | 82     
|Income
      (loss) from discontinued operations, net of  |                     |        
|income
      taxes                                        |                     | (282   
|Net income
      (loss)                                   | $                   | (200   
|                                                          |                     |        
|Basic and
      diluted income (loss) per common share:   |                     |        
|Income
      (loss) from continuing operations            | $                   |       
|Income
      (loss) from discontinued operations, net     |                     |        
|of
      income taxes                                     | $                   |       
|Net
      income (loss) per common share                  | $                   |       

41

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ANSWERTHINK,
  INC.

NOTES
  TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. Quarterly Financial
  Information (unaudited) (continued)

Quarterly
  basic and diluted net income or loss per common share were computed independently
  for each quarter and do not necessarily total to the year to date basic and
  diluted net income (loss) per common share.

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 (see Note 11).

42

---



ANSWERTHINK,
  INC.

SCHEDULE
  IIVALUATION AND QUALIFYING ACCOUNTS AND RESERVES

YEARS
  ENDED JANUARY 3, 2003, DECEMBER 28, 2001 AND DECEMBER 29, 2000

(in
  thousands)

|Balance
      atBeginning ofYear   |   | Charge
      toExpense |  | Write-offs |        | Balance
      atEnding
      ofYear
|---------------------------------- | - | ---------------------- |  | ---------- | ------ | -----------------------------------
|                                   |   |                        |  |            |        |                                    
|Year Ended
      December 29, 2000 | $ | 1,510                  |  | $          | 12,982 |                                    
|                                   |   |                        |  |            |        |                                    
|Year Ended
      December 28, 2001 | $ | 11,122                 |  | $          | 5,279  |                                    
|                                   |   |                        |  |            |        |                                    
|Year Ended
      January 3, 2003   | $ | 6,810                  |  | $          | 779    |                                    
|                                   |   |                        |  |            |        |                                    

43

---





|ITEM 9. | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
      DISCLOSURES
|------- | ------------------------------------------------------------------------------------------------

None.

PART
  III



|ITEM 10. | DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
|-------- | --------------------------------------------------------

Information
  responsive to this Item is incorporated herein to the Companys definitive
  2003 proxy statement for the 2003 Annual Meeting of Shareholders.

ITEM 11.   EXECUTIVE
  COMPENSATION

Information
  responsive to this Item is incorporated herein to the Companys definitive
  2003 proxy statement for the 2003 Annual Meeting of Shareholders.

|ITEM
      12. | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------------- | --------------------------------------------------------------------

Information
  responsive to this Item is incorporated herein to the Companys definitive
  2003 proxy statement for the 2003 Annual Meeting of Shareholders.

ITEM 13.   CERTAIN
  RELATIONSHIPS AND RELATED TRANSACTIONS

Information
  responsive to this Item is incorporated herein to the Companys definitive
  2003 proxy statement for the 2003 Annual Meeting of Shareholders.

ITEM 14.   CONTROL
  AND PROCEDURES

Evaluation of Disclosure
  Controls and Procedures

Within
  90 days prior to the filing of 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 the 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.

The
  design of any system of controls also is based in part upon certain assumptions
  about the likelihood of future events, and there can be no assurance that any
  design will succeed in achieving its stated goals under all potential future
  conditions. Over time, controls may become inadequate because of changes in
  conditions, or the degree of compliance with the policies or procedures may
  deteriorate. Because of the inherent limitations in a cost-effective control
  system, misstatements due to error or fraud may occur and not be detected.

44

---



|PART
        IV                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM
      15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                         
      REPORTS ON FORM 8-K                                                                                                                                                                                                                                                                              
|(a)                                                                                                                                                                                                                                                                                                                                                                                           
|1.                                                                                                                                                                                                                                                                                                                                                                                            
|The
      Consolidated Financial Statements filed as part of this report are listed
      and indexed on page 22. Schedules other than those listed in the index have
      been omitted because they are not applicable or the required information
      has been included elsewhere in this report.                                                                                        
|2.                                                                                                                                                                                                                                                                                                                                                                                            
|Schedule
      IIValuation and Qualifying Accounts and Reserves are included in this
      report. Schedules other than those listed in the index have been omitted
      because they are inapplicable or the information required to be set forth
      therein is contained, or incorporated by reference, in the Consolidated
      Financial Statements of Answerthink or notes thereto.
|3.                                                                                                                                                                                                                                                                                                                                                                                            
|The
      Exhibits listed in the accompanying Index to Exhibits are filed or incorporated
      by reference as part of this report.                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                           
|None.                                                                                                                                                                                                                                                                                                                                                                                         
|45                                                                                                                                                                                                                                                                                                                                                                                            

---



SIGNATURES

Pursuant
  to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
  1934, the Registrant has duly caused this report to be signed on its behalf
  by the undersigned, thereunto duly authorized, in the City of Miami, State of
  Florida, on the 31stday of March, 2003.

| | ANSWERTHINK,
        INC.
      By:  /s/ Ted A. Fernandez
               ______________________________________
               Ted A. Fernandez
             Chief
        Executive Officer and Chairman
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
  to the requirements of the Securities Act of 1934, this Form 10-K has been signed
  by the following persons in the capacities and on the date indicated.

|Signatures                    | Title                                             | Date                
|----------------------------- | ------------------------------------------------- | --------------------
|                              |                                                   |                     
|                              |                                                   |                     
|                              |                                                   |                     
|/s/ Ted
      A. Fernandez    | Chief Executive
      Officer and Chairman        | March
      31, 2003
|                              | (Principal
      Executive Officer)               |                     
|Ted
      A. Fernandez        |                                                   |                     
|                              |                                                   |                     
|/s/ John
      F. Brennan     | Executive
      Vice President, Finance and Chief | March
      31, 2003
|                              | Financial
      Officer (Principal Financial and  |                     
|John
      F. Brennan         | Accounting
      Officer)                         |                     
|                              |                                                   |                     
|                              |                                                   |                     
|/s/ Allan
      R. Frank      | President
      and Director                      | March
      31, 2003
|                              |                                                   |                     
|Allan
      R. Frank          |                                                   |                     
|                              |                                                   |                     
|/s/ David
      N. Dungan     | Chief Operating
      Officer and Director        | March
      31, 2003
|                              |                                                   |                     
|David
      N. Dungan         |                                                   |                     
|                              |                                                   |                     
|/s/ Richard
      Hamlin      | Director                                          | March
      31, 2003
|                              |                                                   |                     
|Richard
      Hamlin          |                                                   |                     
|                              |                                                   |                     
|/s/ Edwin
      A. Huston     | Director                                          | March
      31, 2003
|                              |                                                   |                     
|Edwin
      A. Huston         |                                                   |                     
|                              |                                                   |                     
|/s/ Jeffrey
      E. Keisling | Director                                          | March
      31, 2003
|                              |                                                   |                     
|Jeffrey
      E. Keisling     |                                                   |                     
|                              |                                                   |                     
|/s/ Alan
      T. G. Wix      | Director                                          | March
      31, 2003
|                              |                                                   |                     
|Alan
      T. G. Wix          |                                                   |                     

46

---



|CERTIFICATIONS                          
|----------------------------------------
|I,
      Ted A. Fernandez, certify that:
|1.                                      
|2.                                      
|3.                                      
|4.                                      
|                                        
|                                        
|                                        
|5.                                      
|                                        
|                                        
|6.                                      

|                           |                                           
|-------------------------- | ------------------------------------------
|                           | /s/
      Ted A. Fernandez                
|                           |                                           
|                           | Ted A. Fernandez                          
|                           | Chairman and
      Chief Financial Officer
|                           | Answerthink,
      Inc.                   
|                           |                                           
|Date: March
      31, 2003 |                                           

47

---



|I,
      John F. Brennan, certify that:
|---------------------------------------
|1.                                     
|2.                                     
|3.                                     
|4.                                     
|                                       
|                                       
|                                       
|5.                                     
|                                       
|                                       
|6.                                     

|                           |                                                           
|-------------------------- | ----------------------------------------------------------
|                           | /s/
      John F. Brennan                                 
|                           |                                                           
|                           | John F. Brennan                                           
|                           | Executive
      Vice President and Chief Financial Officer
|                           | Answerthink,
      Inc.                                   
|                           |                                                           
|Date: March
      31, 2003 |                                                           

48

---



INDEX
  TO EXHIBITS

|Exhibit |        |                                                                                                                                                                             
|------- | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|No.     |        | Exhibit
      Description                                                                                                                                                   
|        |        |                                                                                                                                                                             
|3.1     | ++++   | Second Amended
      and Restated Articles of Incorporation of the Registrant, as amended                                                                                   
|3.2     | ++++   | Amended and
      Restated Bylaws of the Registrant, as amended                                                                                                             
|9.1     | +      | Shareholders
      Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, the Miller                                                                              
|        |        | Group, Messrs.
      Fernandez, Frank, Knotts and Miller and certain other shareholders of the                                                                              
|        |        | Registrant
      parties thereto                                                                                                                                            
|9.2     | +      | Amendment
      No. 1 to Shareholders Agreement dated February 24, 1998                                                                                                     
|9.3     | +      | Letter Agreement
      dated as of March 15, 1998 to amend Shareholders Agreement                                                                                           
|9.4     | +      | Form of Restricted
      Securities Agreement dated April 23, 1997 among the Initial Investors and                                                                          
|        |        | each of Messrs.
      Fernandez, Frank, Knotts and Miller                                                                                                                   
|10.1    | +      | Purchase
      Agreement dated April 23, 1997 among the Registrant, GTCR V, MG, Gator and
      Tara                                                                        
|10.2    | +      | Series A
      Preferred Stock Purchase Agreement dated February 24, 1998 among the Registrant,                                                                             
|        |        | GTCR V, GTCR
      Associates and Miller Capital                                                                                                                            
|10.3    | +      | Stock Purchase
      Agreement dated March 5, 1998 between the Registrant and FSC                                                                                           
|10.4    | +      | Second Amended
      and Restated Registration Rights Agreement dated as of May 5, 1998 among                                                                               
|        |        | the Registrant,
      GTCR V, MG, GTCR Associates, Miller Capital, FSC, Messrs. Fernandez,                                                                                  
|        |        | Frank, Knotts
      and Miller and certain other shareholders of the Registrant named therein                                                                               
|10.5    | +      | Second Amended
      and Restated Registration Rights Agreement dated as of May 5, 1998 among                                                                               
|        |        | the Registrant
      and the eight former shareholders of RTI                                                                                                               
|10.6    | *+     | Registrants
      1998 Stock Option and Incentive Plan                                                                                                                     
|10.7    | *+++++ | Amendment
      to Registrants 1998 Stock Option and Incentive Plan                                                                                                        
|10.8    | *+     | Form of Senior
      Management Agreement dated April 23, 1997 between the Registrant and each                                                                              
|        |        | of Messrs.
      Fernandez, Frank and Knotts                                                                                                                                
|10.9    | *++++  | Senior Management
      Agreement dated July 11, 1997 between Registrant and Mr. Dungan                                                                                     
|10.10   | *+++++ | Form of Employment
      Agreement entered into between the Registrant and Mr. Dungan                                                                                       
|10.11   | *+     | Form of Employment
      Agreement entered into between the Registrant and each of Messers.                                                                                 
|        |        | Fernandez,
      Frank and Knotts                                                                                                                                           
|10.12   | +      | Amendment
      No. 2 dated as of May 5, 1998 to Purchase Agreement dated April 23, 1997                                                                                    
|        |        | among the
      Registrant, GTCR V, MG, Gator and Tara                                                                                                                      
|10.13   | +      | Amendment
      No. 2 dated as of May 5, 1998 to Stock Purchase Agreement dated March 5,
      1998                                                                         
|        |        | between the
      Registrant and FSC                                                                                                                                        
|10.14   | *+     | Amendment
      to Certain Senior Management Agreements dated March 27, 1998 among the                                                                                      
|        |        | Company,
      the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and
      Dungan                                                                         
|10.15   | *+     | Second Amendment
      to Certain Senior Management Agreements dated May 26, 1998 among the                                                                                 
|        |        | Company,
      the Board of Directors and each of Messrs. Fernandez, Frank, Knotts and
      Dungan                                                                         
|10.16   | *++    | AnswerThink
      Consulting Group, Inc. Employee Stock Purchase Plan                                                                                                       
|10.17   | *+++++ | Amendment
      to Registrants Employee Stock Purchase Plan dated February 16, 2001                                                                                        
|10.18   | *+++   | Employment
      Agreement dated March 23, 1999 between the Registrant and Mr. Brennan                                                                                      
|10.19   | *+++   | Restricted
      Stock Agreement dated July 31, 1997 between the Registrant and Mr. Brennan                                                                                 
|10.20   | *+++   | Amendment
      to Restricted Stock Agreement dated March 27, 1998 between the Registrant
      and                                                                         
|        |        | Mr. Brennan                                                                                                                                                                 
|10.21   | *+++   | Form of Senior
      Management Agreement dated July 31, 1997 between the Registrant and                                                                                    
|        |        | Mr. Brennan                                                                                                                                                                 
|10.22   | ++++++ | Securities
      Purchase Agreement by and among THINK New Ideas, Inc., Capital Ventures                                                                                    
|        |        | International
      and Marshall Capital Management, Inc.                                                                                                                   
|10.23   | ++++++ | Registration
      Rights Agreement dated as of March 3, 1999 by and among THINK New Ideas,
      Inc., Capital Ventures International and Marshall Capital Management, Inc.
|21.1    | ^      | Subsidiaries
      of the Registrant                                                                                                                                        

49

---



|Exhibit |   |                                                                                                        
|------- | - | -------------------------------------------------------------------------------------------------------
|No.     |   | Exhibit
      Description                                                                              
|        |   |                                                                                                        
|23.1    | ^ | Consent of
      PricewaterhouseCoopers LLP                                                            
|99.1    | ^ | Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of
      The
|        |   | Sarbanes-Oxley
      Act of 2002                                                                       
|99.2    | ^ | Certification
      Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 Of
      The
|        |   | Sarbanes-Oxley
      Act of 2002                                                                       
|        |   |                                                                                                        
|*       |   | Management
      agreement or compensatory plan or arrangement                                         
|^       |   | Exhibits
      filed herewith.                                                                         
|+       |   | Incorporated
      herein by reference to the Companys Registration Statement on Form
      S-1       
|        |   | (333-48123).                                                                                           
|++      |   | Incorporated
      herein by reference to the Companys Registration Statement on Form
      S-8       
|        |   | (333-69951).                                                                                           
|+++     |   | Incorporated
      herein by reference to the Companys Form 10-K for the year ended                   
|        |   | January 1,
      1999.                                                                                 
|++++    |   | Incorporated
      herein by reference to the Companys Form 10-K for the year ended                   
|        |   | December
      29, 2000.                                                                               
|+++++   |   | Incorporated
      herein by reference to the Companys Form 10-K for the year ended                   
|        |   | December
      28, 2001.                                                                               
|++++++  |   | Incorporated
      herein by reference to THINK New Ideas, Inc.s Form 8-K dated March
      12, 1999. 

50

---