-----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, C5MR7oEndshlZ7B/ePzrdskJIMvsovz+M0xJ1CBZjiBXsfihoCMyGUAavf2VtBzr q+EFeoj3noiuzYKnHisccg== 0001019687-04-002452.txt : 20041112 0001019687-04-002452.hdr.sgml : 20041111 20041110192012 ACCESSION NUMBER: 0001019687-04-002452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041110 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: 041134508 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-111004.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) NOVEMBER 10, 2004 ------------------------- NETGURU, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-28560 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 10, 2004, netGuru issued a press release announcing its financial results for the three and six months ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. ------------------------------------------- Not applicable. (b) Pro Forma Financial Information. -------------------------------- Not applicable. (c) Exhibits. --------- Number Description ------ ----------- 99.1 Press release dated November 10, 2004 2 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: November 10, 2004 NETGURU, INC. By: /S/ BRUCE K. NELSON ---------------------------------------- Bruce K. Nelson, Chief Financial Officer 3 EXHIBITS FILED WITH THIS REPORT Number Description ------ ----------- 99.1 Press release dated November 10, 2004 4 EX-99.1 2 netguru_8kex99-1.txt netGuru logo Bruce Nelson Santanu Das Dan Matsui/Gene Heller Chief Financial Officer Chief Operating Officer Silverman Heller Associates (714) 974-2500 x-215 (714) 974-2500 x-329 (310) 208-2550 NETGURU INC. REPORTS SECOND-QUARTER, SIX-MONTH FISCAL 2005 RESULTS Significantly Reduced Operating and Net Loss for the Quarter Yorba Linda, Calif.--November 10, 2004--netGuru, Inc. (Nasdaq: NGRU) reported financial results for its fiscal 2005 second quarter ended September 30, 2004. Net revenues for the fiscal 2005 second quarter totaled $3.9 million, compared to $4.0 million for the second quarter of last year. Core engineering and collaborative software and services revenues for the fiscal 2005 second quarter rose to $2.8 million from $2.7 million for the second quarter of last year, while IT services fell to $1.1 million from $1.3 million for the second quarter of last year. Higher software sales and services revenues were attributed to enhanced corporate sales efforts, while lower IT services revenues reflected less emphasis on the lower margin direct placement services and more emphasis on the development of higher margin IT and business process outsourcing (BPO) services from India. Fiscal 2005 second-quarter consolidated gross margins rose to 78% from 68% for the second quarter of last year, primarily due to revenues from engineering and collaborative software and services contributing a greater share of total revenues, compared to second quarter of last year, and higher margins from those revenues compared to margins from IT services. Gross margins from engineering and collaborative software sales and services revenues were 93% for the fiscal 2005 second quarter, and gross margins from IT services revenues were 36% for the same quarter. Operating expenses for the fiscal 2005 second quarter declined to $3.0 million, or 78% of revenue, from $3.4 million, or 85% of revenue, in the second quarter of last year. Sales, general, and administrative (SG&A) costs fell and research and development (R&D) expenses also declined. Operating loss for the fiscal 2005 second quarter was $4,000 versus operating losses of $670,000 for the same quarter last year. For the fiscal 2005 second quarter, netGuru reported a net loss of $61,000, or $0.00 per share, compared to a net loss of $767,000, or $0.04 per share, for the second quarter of fiscal 2004. Net revenues for the six months ended September 30, 2004, were $7.4 million, compared to $7.9 million for the six months ended September 30, 2003. Consolidated gross margins increased to 75% for the six months ended September 30, 2004, from 69% during the same period in the prior fiscal year due to the growing proportion of revenues from engineering and collaborative software and services compared to IT services revenues, and higher margins from engineering and collaborative software and services. Total operating expenses for the six months ended September 30, 2004, declined to $6.1 million from $6.4 million during the same period in the prior fiscal year due to lower SG&A expenses. Operating loss fell to $539,000 from an operating loss of $948,000 in the first six months of fiscal 2004. Net loss for the six months ended September 30, 2004, was $799,000, or $0.04 per share, compared to a net loss of $1.2 million, or $0.07 per share, for the six months ended September 30, 2003. netGuru Chairman and Chief Executive Officer Amrit Das commented: "We are pleased to report higher revenues in software and related services sales, lower operating expenses, better operating results, and a nominal net loss for the fiscal 2005 second quarter, all significant improvements from the second quarter of last year and consistent with our earlier reported outlook. "These improving numbers are the result of management's ongoing focus on building and extending our core engineering capabilities through enterprise sales, streamlining by divesting marginal operations, and controlling costs in all areas," Das continued. "Streamlining and cost reductions have freed the resources for netGuru to now scale-up core operations and focus on increasing enterprise sales efforts for engineering and collaborative software sales and engineering services. "We are now in the second half of our fiscal year, and our third and fourth quarters have, historically, been the strongest quarters for sales and sales growth," stated Das. "Looking forward, we expect to see continuing revenue growth not only from our core areas but also from potential opportunities in business process outsourcing. In addition, we expect revenue growth to also lead to further improvements in operating and net results, as our cost-control efforts are realized, and the beneficial effects on our results become more apparent." About netGuru, Inc.: netGuru is an engineering information technology and services company offering engineering and design 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 higher core operations, sales efforts, sales/revenue growth particularly in the third and fourth quarters of fiscal 2005, sources of potential sales, future demand for BPO services, improved financial results, effects of cost controls, and other financial expectations 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 THREE MONTHS SIX MONTHS SIX MONTHS ENDED ENDED ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2004 2003 2004 2003 ------------- ------------- ------------- ------------- Net revenues: Engineering and collaborative software products and services $ 2,832 $ 2,674 $ 5,276 $ 5,396 IT services 1,067 1,290 2,147 2,503 ------------- ------------- ------------- ------------- Total net revenues $ 3,899 $ 3,964 $ 7,423 $ 7,899 Cost of revenues: Engineering and collaborative software products and services 187 223 432 464 IT services 685 1,045 1,444 1,965 ------------- ------------- ------------- ------------- Total cost of revenues 872 1,268 1,876 2,429 ------------- ------------- ------------- ------------- Gross profit 3,027 2,696 5,547 5,470 ------------- ------------- ------------- ------------- Operating expenses: Selling, general and administrative 2,384 2,592 4,619 4,844 Research and development 411 517 826 1,056 Bad debt expense -- 23 164 34 Depreciation 236 234 477 484 ------------- ------------- ------------- ------------- Total operating expenses 3,031 3,366 6,086 6,418 ------------- ------------- ------------- ------------- Operating loss (4) (670) (539) (948) ------------- ------------- ------------- ------------- Other expense (income): Interest, net 104 138 229 283 Other (24) (83) (57) (83) Loss on substantial modification of debt -- -- 133 -- ------------- ------------- ------------- ------------- Total other expense 80 55 305 200 ------------- ------------- ------------- ------------- Loss from continuing operations before (84) (725) (844) (1,148) income taxes Income tax expense 15 75 22 112 ------------- ------------- ------------- ------------- Loss from continuing operations (99) (800) (866) (1,260) Gain from discontinued operations 38 33 67 90 ------------- ------------- ------------- ------------- Net loss $ (61) $ (767) $ (799) $ (1,170) ============= ============= ============= ============= Loss per common share from continuing $ -- $ (0.05) $ (0.05) $ (0.07) operations Gain from discontinued operations -- 0.01 0.01 -- ------------- ------------- ------------- ------------- Basic and diluted loss per common share $ -- $ (0.04) $ (0.04) $ (0.07) ============= ============= ============= ============= Common shares used in computing basic and diluted net loss per common share: 18,833,350 17,341,152 18,730,323 17,333,195 ============= ============= ============= ============= -more-
NETGURU, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts)
SEPTEMBER 30, MARCH 31, 2004 2004 ------------- ------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,540 $ 1,646 Short-term investment -- 100 Accounts receivable (net of allowance for doubtful accounts of $708 and $615, as of September 30, 2004 and March 31, 2004, respectively) 3,547 3,340 Income tax receivable 2 16 Notes and related party loans receivable 32 35 Deposits 92 67 Prepaid expenses and other current assets 1,275 1,174 Assets of subsidiary held for sale -- 327 ------------- ------------- Total current assets 6,488 6,705 Property, plant and equipment, net 1,977 2,215 Goodwill 3,089 2,892 Other assets 135 218 ------------- ------------- $ 11,689 $ 12,030 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt, net of discount of $151 $ 1,121 $ 975 Current portion of capital lease obligations 136 109 Accounts payable 479 600 Accrued expenses 990 1,160 Income taxes payable 53 55 Deferred revenues 1,610 1,834 Other liabilities 166 208 Liabilities of subsidiary held for sale -- 186 ------------- ------------- Total current liabilities 4,555 5,127 Long-term bank debt, net of current portion and net of discount of $150 1,335 1,382 Capital lease obligations, net of current portion 411 368 Deferred gain on sale-leaseback 712 747 ------------- ------------- Total liabilities 7,013 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; issued and outstanding 18,837,154 and 18,087,154 shares as of September 30, 2004 and March 31, 2004, respectively 188 181 Additional paid-in capital 36,404 35,352 Accumulated deficit (31,243) (30,444) Accumulated other comprehensive loss: Cumulative foreign currency translation adjustments (673) (683) ------------- ------------- Total stockholders' equity 4,676 4,406 ------------- ------------- $ 11,689 $ 12,030 ============= ============= # # #
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