-----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, UKBwpJeyQiULz+P5le+8m7/ym0eoqUeVD7shZ4q1J0k2z/RCIeIPfNPJiAj3fHZm K587AyNh9LWaKWytYYcRgg== 0001019687-04-000350.txt : 20040218 0001019687-04-000350.hdr.sgml : 20040218 20040218152425 ACCESSION NUMBER: 0001019687-04-000350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040212 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040218 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28560 FILM NUMBER: 04613151 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 1 netguru_8k-021804.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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) February 12, 2004 ------------------ 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 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 February 17, 2004, titled "Correcting and Replacing netGuru, Inc. Reports Fiscal 2004 Third-Quarter Results."(1) (1) As discussed in Item 12 of this report, this exhibit is being "furnished to" and not "filed with" the SEC. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 12, 2004, the Company held a public conference call featuring a presentation by senior management that included a discussion of the Company's results of operations and financial condition as of and for the quarter ended December 31, 2003. During the conference call the Company's management reiterated that the Company expected to be cash flow positive in its fiscal quarter ending March 31, 2004 and that it was looking forward to continuing its relationship with FileNet Corporation to provide collaborative software services in the area of document management. In addition, the Company issued a related press release dated February 17, 2004, the full text of which is included in Item 7 of this report. The information contained in this Item 12 and in the press release that is included in Item 7 of this report 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 in this Item 12 and in the press release that is included in Item 7 of this report 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. 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: February 18, 2004 NETGURU, INC. By: /s/ BRUCE NELSON ------------------------------------- Bruce Nelson, Chief Financial Officer EXHIBITS FILED WITH THIS REPORT Exh. No. Description - -------- ----------- 99.1 Press release dated February 17, 2004, titled "Correcting and Replacing netGuru, Inc. Reports Fiscal 2004 Third-Quarter Results." EX-99.1 3 netguru_8kex99-1.txt EXHIBIT 99.1 PRESS RELEASE SOURCE: NETGURU Correcting and Replacing netGuru, Inc. Reports Fiscal 2004 Third-Quarter Results - -------------------------------------------------------------------------------- [netGuru logo] Correcting and Replacing netGuru, Inc. Reports Fiscal 2004 Third-Quarter Results ________________________________________________________________________________ Bruce Nelson Santanu Das Dan Matsui/Eugene Heller Chief Financial Officer Chief Operating Officer Silverman Heller Associates (714) 974-2500 x-215 (714) 974-2500 x-329 (310) 208-2550 Yorba Linda, Calif.--(Business Wire)--Feb. 17, 2004-- In BW6372 issued Feb. 17, 2004: Please replace the release with the following corrected version: The corrected release reads: NETGURU INC. REPORTS FISCAL 2004 THIRD-QUARTER RESULTS Yorba Linda, Calif.--February 12, 2004--netGuru, Inc. (Nasdaq: NGRU) reported financial results for its fiscal year 2004 third quarter and nine months ended December 31, 2003. Third-quarter of fiscal 2004 net revenues were $4.1 million, compared to $4.5 million in third-quarter of fiscal 2003. A rise in engineering and collaborative software sales was offset by declines in revenues from IT services and Web-based telecommunications services. Cost of revenues fell to $1.5 million from $1.9 million as a result of decreased IT Services and Web-based telecommunications services business during the quarter as compared to the same period last year. Gross profit for the third quarter was $2.7 million, or 64% of revenues, compared to $2.6 million, or 59%, in third quarter last year. Total operating expenses rose to $3.9 million during the third quarter of fiscal 2004 from $3.4 million during the third quarter of the previous year, primarily due to $642,000 in investment banking expenses and additional employee severance expense that were recognized in the third quarter ended December 31, 2003. Approximately $585,000 of this increase were non-cash items related to the issuance of warrants and options. In order to effectively refocus the Company on its higher margin software and services business, the Company is committed to divesting its lower gross-margin divisions. The Company is actively seeking a buyer for its wholly owned travel services subsidiary. It is expected that the sale will be completed within the next twelve months and the subsidiary will continue to be operated until it is sold. As a result of these actions, during the quarter ended December 31, 2003, the Company wrote down the net assets of this subsidiary to its potential recoverable value and recorded a loss from discontinued operations of $462,000, of which approximately $340,000 consisted of goodwill. The attached financial statements for previous periods have been restated to reflect this change. For the third quarter ended December 31, 2003, the Company reported a net loss of $2.0 million, or $(0.11) per diluted share, compared to a net loss of $860,000, or $(0.05) per diluted share in the same period last year. For nine months ended December 31, 2003, net revenues were $ 12.7 million, compared to $13.8 million for the comparable period of the prior year. Net revenues from engineering and collaborative software products and services rose to $8.1 million from $6.7 million for the same nine-month period in the previous year. Revenues from IT Services and Web-based telecommunications services fell during this period. Gross profit for nine months improved to $8.1 million, or 64% of revenues, compared to $7.2 million, or 52%, for the same nine-month period a year ago. Operating expenses were $10.2 million versus $10.4 million for the nine-months fiscal 2003. Operating loss was $2.2 million, compared to $3.3 million in the same period in the previous year. For the nine-month period ended December 31, 2003, the Company reported a net loss of $3.2 million, or $(0.18) per diluted share, compared to a net loss of $9.0 million, or $(0.52) per diluted share in the same period of the previous year. netGuru's Chairman and Chief Executive Amrit Das remarked, "We believe we have taken and will continue to take the steps necessary to focus the Company on its core software and services business. We are encouraged by the progress we made in the operations of the software and services business during the quarter. With the recent strategic alliances and OEM opportunities with leaders in the bridge and building market. we continue to expand our base of STAAD engineering software customers. During the quarter ended December 31, 2003, we also began to implement our strategy of business process outsourcing , or BPO. As U.S. and foreign economic activity recovers, and as recent/new strategic and distribution alliances gain traction, we expect to generate higher growth in software sales. BPO offers an exciting opportunity to utilize our engineering and IT services expertise to create new business. "Our overall strategy continues to be to reduce and control costs and use key assets and capabilities more effectively and efficiently to expand our existing markets and develop new opportunities for netGuru's core engineering and collaborative products and services," Das added. About netGuru, Inc. netGuru is an engineering information technology and services company offering engineering and design collaborative software, solutions, and professional and technical services and support to businesses worldwide. netGuru serves its global markets and clients through offices located in the United States, Europe, Asia, and the Middle East, and through distributors in 40 countries. The Company licenses its engineering software and solutions to more than 20,000 businesses in 85 countries. For more information please visit www.netguru.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: With the exception of historical or factual information, the matters discussed in this press release, including future sales/revenues, implementing BPO services, cost and expense reductions, market expansion, new opportunities, and future financial results, are forward looking statements that involve risks and uncertainties. Actual future results may differ. Factors that could cause or contribute to such differences in results include, but are not limited to, market acceptance and use of the Company's products, market conditions in Asia and worldwide, engineering needs, our ability to increase revenue and control costs and expenses, and technological change, economic conditions, changes in governmental regulations and policies, competitive products and services, unforeseen technical issues, and other factors discussed in the "Risk Factors" Section of the company's Form 10-KSB for the fiscal year ended March 31, 2003, as filed with the U.S. Securities and Exchange Commission. NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except share and per share amounts)
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS ENDED ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 (RESTATED) (RESTATED) ------------ ------------ ------------ ------------ Net revenues: Engineering and collaborative software products and services $ 2,664 $ 2,439 $ 8,060 $ 6,700 IT services 1,215 1,436 3,707 4,219 Web-based telecommunications services 258 599 911 2,841 ------------ ------------ ------------ ------------ Total net revenues $ 4,137 $ 4,474 $ 12,678 $ 13,760 Cost of revenues: Engineering and collaborative software products and services 333 279 1,073 814 IT services 967 1,064 2,928 3,164 Web-based telecommunications services 193 511 615 2,632 ------------ ------------ ------------ ------------ Total cost of revenues 1,493 1,854 4,616 6,610 ------------ ------------ ------------ ------------ Gross profit 2,644 2,620 8,062 7,150 ------------ ------------ ------------ ------------ Operating expenses: Selling, general and administrative 3,154 2,541 8,010 7,859 Research and development 529 481 1,517 1,492 Depreciation 234 271 724 811 Impairment charge -- -- -- 67 Restructuring -- 90 -- 194 ------------ ------------ ------------ ------------ Total operating expenses 3,917 3,383 10,251 10,423 ------------ ------------ ------------ ------------ Operating loss (1,273) (763) (2,189) (3,273) ------------ ------------ ------------ ------------ Other expense (income): Interest, net 256 66 494 182 Other (26) 5 (108) 3 ------------ ------------ ------------ ------------ Total other expense 230 71 386 185 ------------ ------------ ------------ ------------ Loss from continuing operations before income taxes and cumulative effect of a change in accounting principle (1,503) (834) (2,575) (3,458) Income tax (benefit) expense 53 46 164 (255) ------------ ------------ ------------ ------------ Loss from continuing operations before cumulative effect of a change in (1,556) (880) (2,739) (3,203) accounting principle Discontinued operations: ------------ ------------ ------------ ------------ Income (Loss) on discontinued operations (462) 20 (449) 31 ------------ ------------ ------------ ------------ Loss before cumulative effect of a change in accounting principle (2,018) (860) (3,188) (3,172) ------------ ------------ ------------ ------------ Cumulative effect of a change in accounting -- -- -- (5,824) principle ------------ ------------ ------------ ------------ Net loss $ (2,018) $ (860) $ (3,188) $ (8,996) ============ ============ ============ ============
NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - continued (Unaudited) (In thousands, except share and per share amounts)
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS ENDED ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 (RESTATED) (RESTATED) --------------- --------------- --------------- --------------- Basic and diluted loss per common share: Loss per common share from continuing operations $ (0.09) $ (0.05) $ (0.15) $ (0.18) Loss from discontinued operations (0.02) -- (0.03) -- Cumulative per share effect of a change in accounting principle -- -- -- (0.34) --------------- --------------- --------------- --------------- Basic and diluted net loss per common share $ (0.11) $ (0.05) $ (0.18) $ (0.52) =============== =============== =============== =============== Common shares used in computing basic and diluted net loss per common share: 17,701,176 17,325,150 17,456,417 17,304,649 =============== =============== =============== ===============
NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited)
DECEMBER 31, MARCH 31, 2003 2003 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 1,667 $ 2,772 Accounts receivable (net of allowance for doubtful accounts of $607 and $695, as of December 31, 2003 and March 31, 2003, respectively) 3,026 2,654 Income tax receivable -- 88 Notes and related party loans receivable 37 670 Deposits 87 -- Prepaid expenses and other current assets 1,184 857 Assets of subsidiary held for sale 231 709 ------------- ------------- Total current assets 6,232 7,750 Property, plant and equipment, net 2,377 3,099 Goodwill (net of accumulated amortization of $3,652 ) 2,941 2,941 Other assets 312 523 ------------- ------------- $ 11,862 $ 14,313 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 795 $ 1,340 Current portion of capital lease obligations 148 412 Accounts payable 566 763 Accrued expenses 946 1,117 Income taxes payable 205 79 Deferred revenues 1,950 2,094 Other liabilities 265 234 Accrued restructuring costs -- 199 Liabilities of subsidiary held for sale 62 51 ------------- ------------- Total current liabilities 4,904 6,289 Long-term bank debt, net of current portion 1,746 1,270 Capital lease obligations, net of current portion 363 627 Deferred gain on sale-leaseback 765 817 ------------- ------------- Total liabilities 7,811 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 17,907,154 and 17,325,150 shares as of December 31, 2003 and March 31, 2003, respectively 179 173 Additional paid-in capital 35,105 33,322 Accumulated deficit (30,522) (27,334) Accumulated other comprehensive loss: Cumulative foreign currency translation adjustments (711) (851) ------------- ------------- Total stockholders' equity 4,051 5,310 ------------- ------------- $ 11,862 $ 14,313 ============= ============= # # #
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