-----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, T+NaB+H586UU0nB6o4EIUAYVqeC+BJk9iQ4d2FbKGRkzqWMtf63xcC53ziLXJmsb 1FiGHI8kMNs3H9WsdHEL/A== 0001157523-04-002417.txt : 20040317 0001157523-04-002417.hdr.sgml : 20040317 20040317084453 ACCESSION NUMBER: 0001157523-04-002417 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040316 ITEM INFORMATION: FILED AS OF DATE: 20040317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL FUSION INC/NJ/ CENTRAL INDEX KEY: 0001057257 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 133817344 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24073 FILM NUMBER: 04674197 BUSINESS ADDRESS: STREET 1: 4940-A CORPORATE DRIVE CITY: HUNTSVILLE STATE: AL ZIP: 35805 BUSINESS PHONE: 2568372620 MAIL ADDRESS: STREET 1: 4940-A CORPORATE DRIVE CITY: HUNTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: IBS INTERACTIVE INC DATE OF NAME CHANGE: 19980306 8-K 1 a4596048.txt DIGITAL FUSION UNITED STATES 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): March 16, 2004 DIGITAL FUSION, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-24073 13-3817344 - -------------------------------------------------------------------------------- (State or Other Jurisdiction) (Commission File Number) (IRS Employer Identification No.) 4940-A Corporate Drive, Huntsville, Alabama 35805 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (256) 837-2620 -------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 1 Item 12. Results of Operations and Financial Condition On March 16, 2004, Digital Fusion, Inc. issued a press release containing information regarding its operations and financial condition for the quarter period and year ended December 31, 2003. A copy of the press release is attached hereto as Exhibit 99.1. SIGNATURES 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. DIGITAL FUSION, INC. (Registrant) By: /s/ Roy E. Crippen, III ----------------------------------------------- Chief Executive Officer, President and Director Date: March 17, 2004 ----------------------------------------------- EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated March 16, 2004, issued by Digital Fusion, Inc. 2 EX-99.1 3 a4596048ex99.txt PRESS RELEASE PRESS RELEASE EXHIBIT 99.1 For further information: Roy E. Crippen President & Chief Executive Officer +1.256.837.2620 rcrippen@digitalfusion.com Digital Fusion Reports Fourth Quarter and Year End Results HUNTSVILLE, AL. - March 16, 2004, Digital Fusion, Inc. (OTCBB: DIGF), a business and information technology (IT) services provider, today announced financial results for the fourth quarter ended December 31, 2003. Financial Comparisons For the quarter ended December 31, 2003, revenues were $1.5 million versus $2.0 million for the same quarter in the previous year. The decrease in revenues during the fourth quarter 2003 compared to the same period last year was primarily due to the reduction in IT spending by our customers. Net income for the quarter ended December 31, 2003 was $168,000 compared to a net loss of $1.4 million for the same quarter in the previous year. During the quarter ended December 31, 2002, the Company recorded a goodwill impairment of $1.2 million and reduced its severance and restructuring accrual by $89,000. Earnings before interest, taxes, depreciation and amortization (EBITDA) for the quarter ended December 31, 2003 (excluding goodwill impairment and gain on severance and restructuring) were $215,000 verses ($169,000) for the same quarter in the previous year. For the year ended December 31, 2003, revenues were $6.4 million versus $9.5 million for the twelve-month period in the previous year. The decrease in revenues during the year ended December 31, 2003 compared to the same period the previous year was primarily due to the reduction in IT spending by our customers. Net loss for the year ended December 31, 2003 was $394,000 verses a net loss of $403,000 for the year ended December 31, 2002. During the year ended December 31, 2002, the Company recorded a goodwill impairment of $1.2 million, a gain on forgiveness of legacy debts of $1.6 million and reduced its severance and restructuring accrual by $271,000. EBITDA for the year ended December 31, 2003 (excluding goodwill impairment, gain on forgiveness of legacy debts, and gain on severance and restructuring costs) were ($40,000) versus ($635,000) for the twelve-month period in the previous year. Business Discussion Consulting revenues were down approximately $100,000 in the fourth quarter of 2003 compared to the third quarter primarily due to the fewer consulting days available as a result of the holiday season. Consulting operating margins increased from 26.4% to 28.6% between the third and fourth quarter of 2003. 1 Revenue from product sales through the company's General Services Administration (GSA) schedule for the quarter ended December 31, 2003 decreased $61,000 to $113,000 in the fourth quarter 2003 compared to the third quarter. The company expects to increase product revenue through its GSA schedule and commercially in fiscal year 2004. The company sells help desk management software to Information Technology buyers and follows up these sales by introducing the new clients to its consulting services offerings. Management Comments "I am very pleased with Digital Fusion's continued operating improvements, particularly with regards to our profitability results," said Nick Loglisci, Chairman of the Board. "The holiday season traditionally has fewer billing days and yet the Company was still able to show a strong earnings increase from the previous quarter. Our management's commitment to keeping utilization rates high while containing costs continues to show positive results and I am particularly excited about the new service offerings we are planning to roll-out in the coming quarters." "We are very pleased with the quarter and the significant improvements in our financial performance this past year," said Roy Crippen, president and chief executive officer. "We continue to focus our efforts on earning new business and growing revenue. We believe that our new offerings being introduced over the upcoming months will help us achieve our number one priority of growing our top line." About Digital Fusion Digital Fusion is a business and information technology consulting company helping its customers make the most of technology to access business information, enhance the performance of their human resources and meet their business needs. Digital Fusion provides a range of services in business process and application strategy and development, including Application Development and Data Management, Systems Integration and IT Support. Based in the eastern U.S., Digital Fusion has offices in Washington D.C., Philadelphia, Orlando, Huntsville, and New Jersey. For additional information about Digital Fusion visit www.digitalfusion.com. Forward Looking Statements. All statements other than statements of historical fact included in this release are forward-looking statements. When used in this release, words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to the Company or its management, as well as assumptions made by and information currently available to the Company's management, identify forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including, but not limited to: the effect of business and economic conditions; the impact of competitive products and pricing; and capacity and supply constraints or difficulties. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. 2 DIGITAL FUSION, INC. Condensed Consolidated Balance Sheets (in thousands, except share data)
December 31, 2003 December 31, ASSETS (unaudited) 2002 ---------------- ---------------- Current assets: Cash and cash equivalents $ 419 $ 653 Accounts receivable (net of allowance for doubtful accounts of $90 in 2003 and $325 in 2002) 737 978 Other current assets 39 87 ---------------- ---------------- Total current assets 1,195 1,718 Property and equipment, net 29 185 Intangible assets, net 3,347 3,347 Other assets 13 28 ---------------- ---------------- Total assets $ 4,584 $ 5,278 ================ ================ LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 658 $ 930 Current maturities of long-term debt 611 808 Deferred revenue 21 21 ---------------- ---------------- Total current liabilities 1,290 1,759 Interest payable - long term 39 86 Long-term debt, less current maturities 704 517 Pension obligation 295 280 ---------------- ---------------- Total liabilities 2,328 2,642 ---------------- ---------------- Stockholders' equity: Common stock, $.01 par value, authorized 16,000,000 shares, 7,167,671 shares issued and outstanding 72 72 Additional paid in capital 39,919 39,904 Accumulated deficit (37,735) (37,340) ---------------- ---------------- Total stockholders' equity 2,256 2,636 ---------------- ---------------- Total liabilities and stockholders' equity $ 4,584 $ 5,278 ================ ================
3 DIGITAL FUSION, INC. Condensed Consolidated Statements of Operations For the three and twelve months ended December 31, 2003 and 2002 (unaudited, in thousands, except per share amounts)
Three months ended Twelve months ended December 31, December 31, ------------------------------ ------------------------- 2003 2002 2003 2002 -------------- ------------- ----------- ------------ Revenues: Consulting $ 1,404 $ 2,006 $ 6,075 $ 9,503 Product 113 - 345 - -------------- ------------- ----------- ------------ Total revenue 1,517 2,006 6,420 9,503 -------------- ------------- ----------- ------------ Cost of services and goods sold: Consulting 1,003 1,548 4,580 7,319 Product 106 - 325 - -------------- ------------- ----------- ------------ Total cost of services and goods sold 1,109 1,548 4,905 7,319 -------------- ------------- ----------- ------------ Gross profit 408 458 1,515 2,184 -------------- ------------- ----------- ------------ Operating expenses: Selling, general and administrative 200 705 1,714 3,143 Severance and restructuring - (89) - (271) Impairment of goodwill - 1,200 1,200 Gain on forgiveness of debt - - - (1,585) -------------- ------------- ----------- ------------ Total operating expenses 200 1,816 1,714 2,487 -------------- ------------- ----------- ------------ Operating income (loss) 208 (1,358) (199) (303) Interest expense, net 40 61 195 100 -------------- ------------- ----------- ------------ Income (loss) before income taxes 168 (1,419) (394) (403) Income tax benefit - - - - -------------- ------------- ----------- ------------ Net income (loss) $ 168 $ (1,419) $ (394) $ (403) ============== ============= =========== ============ Basic earnings (loss) per share $ .02 $ (0.20) $ (0.06) $ ( 0.06) ============== ============= =========== ============ Basic weighted average common shares outstanding 7,168 7,164 7,168 7,164 ============== ============= =========== ============ Diluted earnings (loss) per share $ .02 $ (0.20) $ (0.06) $ (0.06) ============== ============= =========== ============ Diluted weighted average common shares outstanding 7,168 7,164 7,168 7,164 ============== ============= =========== ============
EARNINGS BEFORE INTEREST, INCOME TAXES, DEPRECIATION AND AMORTIZATION (EBITDA): Net loss 168 (1419) (394) (403) Interest expense, net 40 61 195 100 Amortization - - - Depreciation 7 78 160 324 Goodwill impairment charge - 1,200 - 1,200 Severance and restructuring - (89) - (271) Gain on forgiveness of debt - - - (1,585) (Gain)/loss on disposal of assets, net - - - ------------- --------------- ------------------ ------------- Adjusted EBITDA 215 (169) (39) (635) ============= =============== ================== =============
4 -----END PRIVACY-ENHANCED MESSAGE-----