-----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, F/HHi9KPtaO9ZHrJLUyt0otiDdsC7gG5in9ExNa9f435QWyIW/5M/fQ0UV7d6PaU UapQ0OnEcTGE3SmfApZEtg== 0001019687-04-001700.txt : 20040805 0001019687-04-001700.hdr.sgml : 20040805 20040805162343 ACCESSION NUMBER: 0001019687-04-001700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040805 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: 04955025 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-080504.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) AUGUST 5, 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 August 5, 2004 titled "NETGURU REPORTS FISCAL 2005 FIRST QUARTER RESULTS" ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 5, 2004, the Company issued a press release attached to this report as Exhibit 99.1 announcing its results for the quarter ended June 30, 2004. The information contained in Items 7 and 12 are 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 Items 7 and 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. 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 5, 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 August 5, 2004 titled "netGuru Reports Fiscal 2005 First Quarter Results." EX-99.1 2 netguru_8kex99-1.txt EXHIBIT 99.1 [NETGURU LOGO] 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 NETGURU REPORTS FISCAL 2005 FIRST QUARTER RESULTS Yorba Linda, Calif.--August 5, 2004--netGuru, Inc. (Nasdaq: NGRU) reported financial results for fiscal 2005 first quarter ended June 30, 2004. Net revenues for the quarter were $3.7 million compared to $4.3 million in fiscal 2004 first quarter. Net loss was $738,000, or $0.04 per diluted share, compared to a net loss of $403,000, or $0.02 per diluted share, in fiscal 2004 first quarter. Net revenues for fiscal 2005 first quarter decreased by $514,000, or approximately 12.1%, compared to the same quarter in the prior year. Engineering and collaborative software sales decreased $278,000, or approximately 10.2%, primarily due to revenues from two large projects completed in the first quarter of the prior year. No similar projects were completed in the current first quarter. Although overall engineering and collaborative software net revenues decreased in the first quarter of fiscal 2005 to $2.4 million from $2.7 million in the first quarter of fiscal 2004 due to the absence of such projects, core engineering software net revenues improved 15.4% compared to the prior year's first quarter to $2.3 million from $2.0 million due to higher sales in Europe and Asia, and due to incremental sales of the Company's new, advanced bridge-engineering software and 3-D modeling engineering software. Net revenues from IT services fell $132,000, or 10.9%, to $1.1 million due to continuing weak demand in the IT sector in the U.S. and Europe, but this decrease was partially offset by an increase in IT services revenues in India. Web-based telecommunications services revenues declined $104,000, or 31.9%, due to intense price competition as well as reduced volume. Overall gross margins rose to 69.7% from 68.2% in first quarter of last year due to improved margins from IT services business. This improvement was primarily a result of scaling back in one of the domestic offices as well as the acquisition of a higher margin IT services company engaged in steel detailing services in India. Total operating expenses of $3.1 million for fiscal 2005 first quarter were relatively flat compared to first quarter of last year. Selling, general, and administrative expenses of $2.3 million for fiscal 2005 first quarter were also flat. Bad debt expense increased to $165,000 in fiscal 2005 first quarter from $11,000 in the prior year first quarter primarily due to one collaborative software customer. netGuru Chairman and Chief Executive Amrit Das remarked: "Despite a seasonally weak first quarter, we were pleased to see that our core engineering software sales improved and are also encouraged by the progress we are making to increase revenues from our eReview collaborative software, which includes the recently announced collaborative software project with BIW Technologies. "Our strategy to increase revenues from business process outsourcing is also taking hold," Das continued. "We believe interest from engineering-related businesses in our business process outsourcing capabilities and services is strong, as evidenced by the recent DOWCO agreement. Based on these indications, we expect to be profitable in the second quarter of fiscal 2005 and for the fiscal year." About netGuru netGuru is an engineering information technology and services company offering engineering analysis and design software, collaborative software solutions, and professional and technical IT 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 sales/revenue growth, future demand for business process outsourcing services, market trends, timing of sales, expected profitability, and timing of profitable quarters 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, 2004, as filed with the U.S. Securities and Exchange Commission. [Financial tables on following pages] NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) ($ in thousands except share and per share amounts)
THREE MONTHS ENDED JUNE 30, ------------------------------- 2004 2003 ------------- ------------- Net revenues: Engineering and collaborative software solutions $ 2,444 $ 2,722 IT services 1,075 1,207 Web-based telecommunications services 222 326 ------------- ------------- Total net revenues 3,741 4,255 Cost of revenues: Engineering and collaborative software solutions 245 241 IT services 756 917 Web-based telecommunications services 133 194 ------------- ------------- Total cost of sales 1,134 1,352 ------------- ------------- Gross profit 2,607 2,903 ------------- ------------- Operating expenses: Selling, general and administrative 2,290 2,314 Research and development 415 540 Bad debt expense 165 11 Depreciation 244 253 ------------- ------------- Total operating expenses 3,114 3,118 ------------- ------------- Operating loss (507) (215) ------------- ------------- Other (income) expense: Interest, net 125 151 Other (33) -- Loss on substantial modification of debt 133 -- ------------- ------------- Total other expense 225 151 ------------- ------------- Loss before income taxes (732) (366) Income tax expense 6 37 ------------- ------------- Net loss $ (738) $ (403) ============= ============= Net loss per common share: Basic $ (0.04) $ (0.02) ============= ============= Diluted $ (0.04) $ (0.02) ============= ============= Common shares used in computing net loss per common share: Basic 18,626,165 17,325,150 ============= ============= Diluted 18,626,165 17,325,150 ============= =============
NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts)
JUNE 30, MARCH 31, 2004 2004 ------------ ------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 2,341 $ 1,646 Short-term investments 100 100 Accounts receivable (net of allowance for doubtful accounts of $707 and $615, as of June 30, 2004 and March 31, 2004, respectively) 3,051 3,352 Income tax receivable 16 16 Notes and related party loans receivable 33 35 Deposits 103 67 Prepaid expenses and other current assets 1,201 1,183 Assets of subsidiary held for sale -- 258 ------------ ------------ Total current assets 6,845 6,657 Property, plant and equipment, net 2,088 2,215 Goodwill and intangible assets 3,154 2,941 Other assets 147 217 ------------ ------------ $ 12,234 $ 12,030 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term bank debt $ 1,014 $ 975 Current portion of capital lease obligations 120 109 Accounts payable 533 629 Accrued expenses 1,007 1,160 Income taxes payable 63 55 Deferred revenues 1,940 1,888 Other liabilities 164 208 Liabilities of subsidiary held of sale -- 103 ------------ ------------ Total current liabilities 4,841 5,127 Long-term bank debt, net of current portion 1,562 1,382 Capital lease obligations, net of current portion 403 368 Deferred gain on sale-leaseback 730 747 ------------ ------------ Total liabilities 7,536 7,624 ------------ ------------ 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; 18,812,154 shares issued and outstanding 188 181 Additional paid-in capital 36,380 35,352 Accumulated deficit (31,182) (30,444) Accumulated other comprehensive loss: Cumulative foreign currency translation adjustments (688) (683) ------------ ------------ Total stockholders' equity 4,698 4,406 ------------ ------------ $ 12,234 $ 12,030 ============ ============
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