-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RaqAbW2Eu/GhqynBKAkv4fdZn6gdLGfmxeChikJx5RqtqiLe5MxYxClcoqBuFFFE 0nWRXJA9PrqqleTmU+QQlA== 0001019687-03-001737.txt : 20030819 0001019687-03-001737.hdr.sgml : 20030819 20030818175621 ACCESSION NUMBER: 0001019687-03-001737 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030725 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETGURU INC CENTRAL INDEX KEY: 0001015920 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 222356861 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-28560 FILM NUMBER: 03853992 BUSINESS ADDRESS: STREET 1: 22700 SAVI RANCH PARKWAY CITY: YORBA LINDA STATE: CA ZIP: 92887 BUSINESS PHONE: 7149742500 MAIL ADDRESS: STREET 1: 22700 SAVI RANCH PKWY CITY: YORBA LINDA STATE: CA ZIP: 92887 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC/ DATE OF NAME CHANGE: 20000317 FORMER COMPANY: FORMER CONFORMED NAME: RESEARCH ENGINEERS INC DATE OF NAME CHANGE: 19960603 8-K/A 1 netguru_8ka-081803.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) JULY 25, 2003 -------------- NETGURU, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 0-28560 22-2356861 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 22700 SAVI RANCH PARKWAY, YORBA LINDA, CALIFORNIA 92887 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 974-2500 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE. SETTLEMENT AGREEMENT WITH GRAL, INC. In April 2000, the Company issued 25,000 shares of common stock as a portion of the purchase price for the acquisition of Allegria Software, Inc., one of the Company's subsidiaries. The recipients of those shares were given the right to demand that the Company repurchase those shares at a price of $28.60 per share at the end of one year. In April 2001, each of the former owners exercised this right. The total repurchase price was $715,000. Agreements were reached with all parties to extend cash payment for this repurchase over a twelve-month period. As of June 30, 2003, the Company had paid $172,000 to one of the former owners for the repurchase of 6,000 shares. The repurchase of 6,000 shares from another former owner was settled for a total of $100,000, which was paid in full as of June 30, 2003. GRAL, Inc., or GRAL, the owner of the remaining 13,000 shares, was holding the stock certificates representing those shares until full payment was received for these shares. The total cash to be paid for the repurchase from GRAL was $372,000, of which $128,000 had been paid as of June 30, 2003. Due to a dispute as a result of an apparent breach of the purchase agreement by GRAL, the Company was unwilling to pay the balance of $244,000 to GRAL. Effective August 13, 2003, the Company entered into a Settlement and General Release, or the Settlement Agreement, with GRAL. Pursuant to the Settlement Agreement, GRAL retained the 13,000 shares that it was holding; the Company agreed to issue GRAL an additional 32,004 shares, which will be registered for resale by GRAL under a registration with the Securities and Exchange Commission, and GRAL and the Company entered into a mutual general release. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable. (c) EXHIBITS. Exh. No. Description -------- ----------- 99.1 Press release dated August 15, 2003 titled CORRECTING AND REPLACING NETGURU ANNOUNCES FIRST QUARTER RESULTS. 3 ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 8, 2003, the Company filed a Form 8-K disclosing certain information, including the Company's press release dated August 5, 2003 discussing the Company's results for the three months ended June 30, 2003 as compared to the three months ended June 30, 2002. On August 15, 2003, the Company issued a press release, correcting the press release issued on August 5, 2003, a copy of which is provided with this report as exhibit 99.1 and incorporated by reference into this Item 12. The information contained or incorporated by reference in this Item 12 is being "furnished to" the SEC in accordance with SEC Release Nos. 33-8216 and 34-47226 and shall not be deemed "filed with" the SEC for purposes of Section 18 of the Securities Exchange of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained or incorporated by reference in this Item 12 shall not be deemed incorporated by reference into any registration statement, proxy statement or other report except as shall be expressly set forth by specific reference in such filing and regardless of any general incorporation language in such filing. 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 18, 2003 NETGURU, INC. By: /s/ BRUCE NELSON ------------------------------------- Bruce Nelson, Chief Financial Officer 5 EXHIBITS FILED WITH THIS REPORT Exh. No. Description -------- ----------- 99.1 Press release dated August 15, 2003 titled CORRECTING AND REPLACING NETGURU ANNOUNCES FIRST QUARTER RESULTS. EX-99.1 3 netguru_8kex99-1.txt EXHIBIT 99.1 PRESS RELEASE SOURCE: NETGURU CORRECTING AND REPLACING NETGURU ANNOUNCES FIRST QUARTER RESULTS YORBA LINDA, CA - AUGUST 15, 2003 - Please replace BW5785 issued Aug.5, 2003, (CA-NETGURU-2), netGuru Announces First Quarter Results. The Company inadvertently disclosed the results of the first quarter of its previous fiscal year as originally reported in its Form 10-QSB for June 30, 2002, instead of disclosing the results of the first quarter of the previous fiscal year as restated to include the impairment charge to its IT services goodwill recorded pursuant to the Company's adoption, on April 1, 2002, of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." The corrected release reads: netGuru Announces First Quarter Results - -------------------------------------------------------------------------------- netGuru, Inc. (Nasdaq : NGRU), an integrated information technology and services company, today reported financial results for its fiscal quarter ended June 30, 2003. Net revenues for the first quarter ended June 30, 2003, were $4.39 million versus $4.42 million in the comparable quarter of the prior year. For the quarter ended June 30, 2003, netGuru reported a net loss of $403,000, or $0.02 per diluted share, compared with a net loss of $6,894,000, or $0.40 per diluted share for the same period in the prior year. Net revenues decreased slightly by $26,000 or approximately 0.6% compared to the same period in the prior year. netGuru's core engineering and collaborative software products and services net revenues increased 45.5% or $851,000, offset by a decline both in the IT services net revenues and Web-based telecom and travel services net revenues of 14.6% and 59.2%, respectively, compared to the same period in the prior year. About half of the increase in the engineering and collaborative software products and services net revenues was due to the completion of a large contract. The decline in the IT services net revenues was due to the continued lack of demand in the IT services market. Web-based telecommunications and travel services net revenues declined due to a decline in the wholesale telephony business as well as lower revenues from the travel services business. The travel services net revenues were lower because the Company recognized revenues from tickets sold as a ticket consolidator net of purchase costs, since the Company did not renew its purchase commitment on such tickets. Under these terms the Company previously had inventory risk, which allowed gross revenue treatment in the comparable prior quarter. Overall gross profit margins increased to 64.5% in the quarter ended June 30, 2003 from 46.7% during the same period in the prior year. Gross profit margin from engineering and collaborative software products and services increased to 86.2% from 84.4% as a result of increased sales with cost staying relatively flat. Gross profit margin from the IT services business remained flat at 23.9% reflecting a decrease in cost proportionate to the decline in net revenues. Gross profit margin from Web-based telecommunication and travel services increased to 43.2% from 12.8% during the same period in the prior year due to (1) better pricing for the purchase of telephony minutes, (2) reduced focus on the higher cost wholesale telephony business and (3) better gross profit margin from travel services since the revenues from tickets sold as a ticket consolidator were recognized net of costs in the current period. "We are pleased that our renewed focus on our core engineering and collaborative software segment is beginning to yield results. In the first quarter ended June 30, 2003, we were delighted to be selected by Fuji Xerox of Singapore and Oracle India as their collaborative solutions partner," said Amrit Das, netGuru's Chairman and CEO. "We are also pleased that our continuing efforts to control costs have resulted in the lowest total operating costs during quarter ended June 30, 2003, compared to the previous 12 quarters," Das continued. He added, "As can be seen by our financials, our operational loss is near breakeven if non-cash items are considered." About netGuru netGuru (www.netguru.com) is an integrated information technology and services company. The Company's solutions consist of the following: o Engineering and collaborative software products and services to businesses worldwide; o IT services; and o Web-based telecommunication and travel services The Company has offices in the United States, India, the United Kingdom, France, Germany and Singapore and distributors in 40 countries. The Company currently licenses its software products to more than 20,000 businesses, with 50,000 installations and 160,000 users in over 85 countries. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 With the exception of historical information, the matters discussed in this press release including, in particular, our ability to enter into strategic relationships and achieve growth in the engineering and collaborative software business, our ability to strengthen the presence of our engineering and collaborative software products in the Asia-Pacific region, and our ability to continue to reduce further or sustain operating costs at levels reached in the quarter ended June 30, 2003, are forward looking statements that involve a number of risks and uncertainties. The actual future results of the Company could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, our ability to continue revenue growth and technological innovation despite our continuing efforts to control costs, worldwide economic conditions, economic and political conditions in India and the Asia-Pacific region, changes in governmental regulations and policies, the emergence of competitive products and services, unforeseen technical issues and those factors contained in the "Risk Factors" Section of the Company's Form 10-KSB for the fiscal year ended March 31, 2003. - ------------------------------------------------ FOR FURTHER INFORMATION PLEASE CONTACT: netGuru Inc., Yorba Linda Jyoti Chatterjee, 714-974-2500, ext. 214 jyoti@netguru.com or Bruce Nelson, 714-974-2500, ext. 215 bruce@netguru.com [FINANCIAL TABLES TO FOLLOW] NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ($ in thousands except share and per share amounts)
THREE MONTHS ENDED JUNE 30, ----------------------------- 2003 2002 (Restated) ------------- ------------- Net revenues: Engineering and collaborative software solutions $ 2,722 $ 1,871 IT services 1,207 1,414 Web-based telecommunication and travel services 462 1,132 ------------- ------------- Total net revenues 4,391 4,417 Cost of revenues: Engineering and collaborative software solutions 377 292 IT services 918 1,076 Web-based telecommunication and travel services 262 987 ------------- ------------- Total cost of sales 1,557 2,355 ------------- ------------- Gross profit 2,834 2,062 ------------- ------------- Operating expenses: Selling, general and administrative 2,316 2,616 Research and development 504 464 Depreciation 255 268 Restructuring -- 93 ------------- ------------- Total operating expenses 3,075 3,441 ------------- ------------- Operating loss (241) (1,379) ------------- ------------- Other (income) expense: Interest, net 124 62 Other 1 (2) ------------- ------------- Total other (income) expense 125 60 ------------- ------------- Loss before income taxes and cumulative effect of a change in accounting principle (366) (1,439) Income tax expense (benefit) 37 (369) ------------- ------------- Loss before cumulative effect of a change in accounting principle (403) (1,070) Cumulative effect of a change in accounting principle - (5,824) ------------- ------------ Net loss $ (403) $ (6,894) ============= ============ Basic and diluted net loss per common share: Loss before cumulative effect of a change in accounting principle $ (0.02) $ (0.06) Cumulative per share effect of a change in accounting principle - (0.34) ------------- ------------- Basic and diluted loss per share $ (0.02) $ (0.40) ============= ============= Common shares used in computing net loss per common share: Basic 17,325,150 17,285,977 ============= ============= Diluted 17,325,150 17,285,977 ============= =============
NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts)
JUNE 30, MARCH 31, 2003 2003 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,233 $ 2,861 Accounts receivable (net of allowance for doubtful accounts of $755 and $735, as of June 30, 2003 and March 31, 2003, respectively) 2,678 2,889 Notes and related party loans receivable 43 88 Deposits 81 670 Prepaid expenses and other current assets 982 858 ------------ ------------ Total current assets 6,017 7,366 Property, plant and equipment, net 2,911 3,113 Goodwill and intangible assets (net of accumulated amortization of $4,438) 3,281 3,281 Other assets 498 553 ------------ ------------ $ 12,707 $ 14,313 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term bank debt $ 1,378 $ 1,340 Current portion of capital lease obligations 393 412 Accounts payable 697 802 Accrued expenses 730 1,129 Income taxes payable 113 79 Deferred revenues 1,881 2,094 Other liabilities 196 234 Accrued restructure 12 199 ------------ ------------ Total current liabilities 5,400 6,289 Long-term bank debt, net of current portion 984 1,270 Capital lease obligations, net of current portion 534 627 Deferred gain on sale-leaseback 800 817 ------------ ------------ Total liabilities 7,718 9,003 ------------ ------------ Stockholders' equity: Preferred stock, par value $.01 (Authorized 5,000,000 shares; no shares issued and outstanding) -- -- Common stock, par value $.01; authorized 150,000,000 shares; issued and outstanding 17,325,150 173 173 Additional paid-in capital 33,322 33,322 Accumulated deficit (27,737) (27,334) Accumulated other comprehensive loss: Cumulative foreign currency translation adjustments (769) (851) ------------ ------------ Total stockholders' equity 4,989 5,310 ------------ ------------ $ 12,707 $ 14,313 ============ ============
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