-----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, U9iyaEEHMyakVTa7aLeN73V16kJA1NkKfWS6oTQ6JVV4zP4rFJZGd3RDCDYcqp4x 3vpdMnvXz9HILJ5yeygcUw== 0001157523-04-004834.txt : 20040514 0001157523-04-004834.hdr.sgml : 20040514 20040514131646 ACCESSION NUMBER: 0001157523-04-004834 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040514 ITEM INFORMATION: FILED AS OF DATE: 20040514 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: 04805992 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 a4640998.txt DIGITAL FUSION 8-K 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): May 14, 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 Operation and Financial Condition -------------------------------------------- On May 14, 2004, Digital Fusion, Inc. issued a press release containing information regarding its operations and financial condition for the quarter period and year ended March 31, 2004 and completion of the equity investment by Madison Run LLC. A copy of the press release is attached hereto as Exhibit 99.7. 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 14, 2004 -------------------------------------------------- EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.7 Press release dated May 14, 2004, issued by Digital Fusion, Inc. 2 EX-99.7 2 a4640998ex99.txt EXHIBIT 99.7 PRESS RELEASE Exhibit 99.7 Digital Fusion Reports First Quarter Results; Closes Equity Investment HUNTSVILLE, Ala.--(BUSINESS WIRE)--May 14, 2004--Digital Fusion, Inc. (OTCBB:DIGF), a business and information technology (IT) services provider, today announced financial results for the first quarter ended March 31, 2004. Financial Comparisons For the quarter ended March 31, 2004, revenues were $1.5 million versus $1.6 million for the same quarter in the previous year. The decrease in revenues during the first quarter 2004 compared to the same period last year was primarily due to the reduction in IT spending by our largest customer and the completion of two long-term projects. Net loss for the quarter ended March 31, 2004 was $90,000 compared to a net loss of $366,000 for the same quarter in the previous year. Business Discussion Consulting revenues were down approximately $100,000 in the first quarter of 2004 compared to the fourth quarter primarily due to the completion of two long-term projects and the delay in the start of new projects. Consulting operating margins increased to 26.4% first quarter 2004 compared to 24.6% in the fourth quarter of 2003. Revenue from product sales through the company's General Services Administration (GSA) schedule for the quarter ended March 31, 2004 increased $92,000 to $205,000 compared to the fourth quarter of 2003. 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. Equity Investment On May 11, 2004, Digital Fusion and Madison Run, LLC completed an equity sale whereby Madison Run bought 608,108 shares of Digital Fusion common stock at $0.74 (74 cents) per share, was issued a five year warrant to purchase 304,054 shares of Digital Fusion common stock at $0.89 (89 cents) per share, and was issued a five year warrant to purchase 212,839 shares of Digital Fusion common stock at $0.94 (94 cents) per share. Mr. Gary Ryan, who was appointed as Digital Fusion's new President on May 5th, is a member of the Madison Run investment group and personally invested $100,000 in the offering. Management Comments "The completion of two major projects in the fourth quarter to meet customer yearend requirements resulted in the early completion of a piece of our first quarter planned backlog," said Roy Crippen, chief executive officer. "Our pipeline for the remainder of 2004 continues to build and we are confident that we will execute our plans to increase revenue this year. Also, the investment by Madison Run gives us the additional capital required to significantly enhance our sales and marketing efforts to the federal markets. I want to thank them for their support." "My top priority as Digital Fusion's new president is to grow our revenue," said Gary Ryan, president. "We are looking towards new service offerings which will propel that growth and that will remain our primary focus for the remainder of this fiscal year." 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 http://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. DIGITAL FUSION, INC. Condensed Consolidated Balance Sheets (in thousands, except share data) March 31, 2004 December 31, ASSETS unaudited 2003 ---------- ------------ Current assets: Cash and cash equivalents $ 156 $ 419 Accounts receivable (net of allowance for doubtful accounts of $90 in 2004 and 2003) 930 737 Other current assets 50 39 ---------- ------------ Total current assets 1,136 1,195 Property and equipment, net 24 29 Intangible assets, net 3,347 3,347 Other assets 13 13 ---------- ------------ Total assets $ 4,520 $ 4,584 ========== ============ LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 673 $ 658 Current maturities of long-term debt 713 46 Deferred revenue 21 21 ---------- ------------ Total current liabilities 1,407 725 Interest payable - long term 50 39 Long-term debt, less current maturities 602 1,269 Pension obligation 295 295 ---------- ------------ Total liabilities 2,354 2,328 ---------- ------------ 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 39,919 Accumulated deficit (37,825) (37,735) ---------- ------------ Total stockholders' equity 2,166 2,256 ---------- ------------ Total liabilities and stockholders' equity $ 4,520 $ 4,584 ========== ============ DIGITAL FUSION, INC. Condensed Consolidated Statements of Operations For the three and twelve months ended March 31, 2004 and 2004 (unaudited, in thousands, except per share amounts) 2004 2003 ---------- ---------- Revenues Services $ 1,281 $ 1,612 Product 205 - ---------- ---------- Total Revenues 1,486 1,612 ---------- ---------- Cost of services and goods sold Services 943 1,334 Product 189 - ---------- ---------- Total cost of services and goods sold 1,132 1,334 ---------- ---------- Gross Profit 354 278 ---------- ---------- Operating expenses: Selling 97 109 General and administrative 313 483 ---------- ---------- Total operating expenses 410 592 ---------- ---------- Operating loss (56) (314) ---------- ---------- Other expense: Interest expense, net (34) (52) ---------- ---------- Total other expense (34) (52) ---------- ---------- Loss before income taxes (90) (366) Income tax provision - - ---------- ---------- Net loss (90) (366) ========== ========== Loss per share: Basic and diluted $ (0.01)$ (0.05) ========== ========== Weighted average common stock outstanding: Basic and diluted 7,168,000 7,168,000 ========== ========== CONTACT: Digital Fusion, Inc., Huntsville Roy E. Crippen, 256-837-2620 rcrippen@digitalfusion.com -----END PRIVACY-ENHANCED MESSAGE-----