-----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, VEyd+/J+ELzZQzud1/P4BqyUB/o3KYYvmx2QJfCg2ErKKhKR0R9Bsx2dYfinZkBR 0v4hmp1wNJnaCMLIj7+PSg== 0001013816-04-000337.txt : 20040507 0001013816-04-000337.hdr.sgml : 20040507 20040507114015 ACCESSION NUMBER: 0001013816-04-000337 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040506 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040507 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MANAGEMENT NETWORK GROUP INC CENTRAL INDEX KEY: 0001094814 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 481129619 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27617 FILM NUMBER: 04787541 BUSINESS ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 BUSINESS PHONE: 9133459315 MAIL ADDRESS: STREET 1: 7300 COLLEGE BLVD., STE 302 CITY: OVERLAND PARK STATE: KS ZIP: 66210 8-K 1 form8k_5704.txt FORM 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 6, 2004 THE MANAGEMENT NETWORK GROUP, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-27617 48-1129619 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7300 College Boulevard, Suite 302, Overland Park, KS 66210 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (913) 345-9315 Item 7. Financial Statements and Exhibits The following exhibit is filed herewith: Exhibit No. Description 99.1 Press Release dated May 6, 2004. Item 12. Results of Operations and Financial Condition On May 6, 2004, The Management Network Group, Inc. announced its results of operations and financial condition for the quarter ended April 3, 2004. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto. This information is being furnished pursuant to Item 12 of Form 8-K. 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. THE MANAGEMENT NETWORK GROUP, INC. -------------------------------------------- (Registrant) Date: May 7, 2004 By: /s/ Donald E. Klumb -------------------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Document 99.1 Press Release of Registrant, Dated May 6, 2004 Announcing Financial Results for its First Quarter Ended April 3, 2004 EX-99 2 form8k_5704ex991.txt EXH 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] FOR IMMEDIATE RELEASE CONTACT: THE MANAGEMENT NETWORK GROUP, INC. OR BRAINERD COMMUNICATORS Regina Whitley Brian Schaffer (Investors) regina.whitley@tmng.com schaffer@braincomm.com 800.876.5329 x340 Ray Yeung (Media) yeung@braincomm.com 212.986.6667 TMNG REPORTS 2004 FIRST QUARTER RESULTS OVERLAND PARK, KS - MAY 6, 2004 - The Management Network Group, Inc. (Nasdaq: TMNG), a leading provider of management consulting services to the global communications industry, today reported financial results for its 2004 first quarter ended April 3, 2004. Revenue in the first quarter of 2004 was $5.8 million, compared with $6.4 million in the fourth quarter of 2003 and $7.2 million in the first quarter of 2003. During the quarter gross margin was 48.7%, compared with 51.6% in the fourth quarter of 2003 and 49.5% in the first quarter of 2003. Loss from continuing operations before income taxes in each of the first quarters, 2004 and 2003 was $2.0 million and $2.1 million, respectively. Included in the loss from continuing operations in each of the first quarters, 2004 and 2003 were non-cash charges of $0.9 million. Net loss for the quarter was $4.3 million, or $0.12 per diluted share, compared with a net loss of $1.2 million, or $0.04 per diluted share in last year's first quarter. As previously disclosed as a subsequent event in the company's recent 10-K filing with the SEC for fiscal year 2003, the company recorded a loss from discontinued operations of $2.3 million or $0.06 per diluted share during the first quarter of 2004 related to the discontinuation of operations of the hardware segment of the business. Management and the Board determined that this segment of the business did not align well with the strategic focus of the company. The company ended the first quarter with a strong cash position of $51.2 million, virtually no long-term debt, stockholders' equity of $69.9 million, and working capital of approximately $56.2 million. "Our first quarter results were clearly disappointing, although we were able to maintain a relatively flat loss from continuing operations compared with last year's first quarter due to continuing cost reduction initiatives," said Rich Nespola, TMNG Chairman and CEO. "However, it is our belief that our 1Q 2004 revenues are not illustrative of the positive trends that continue to take hold in several emerging areas of opportunity, including wireless, where we're emphasizing new consulting offerings in WiMAX (802.16) and Wireless Number Portability (WNP), and our TMNG Resources unit, which generated 30% sequential revenue growth. We also believe that in collaboration with our global technology partners we have architected a best-in-class managed services offering and have been actively presenting this solution to potential clients. Overall, TMNG's service offerings are positioned squarely within the needs of our customers in a transforming telecom industry; however, the dynamics of the telecom industry with continually shifting regulatory and competitive landscapes continues to limit our visibility into the timing of contract awards and engagement start dates." CONFERENCE CALL TMNG will host a conference call at 5:00 p.m. ET today to discuss 2004 first quarter results. Investors can access the conference call via a live webcast on the company's Web site, www.tmng.com, or by dialing 877-297-4509. A replay of the conference call will be archived on the company's Web site for one week. Additionally, the archived call can be accessed by dialing 877-519-4471, pin number 4714034, through May 12, 2004. ABOUT TMNG The Management Network Group, Inc. (Nasdaq: TMNG) is a leading provider of strategy, management, marketing, operational and technology consulting services to the global communications industry. With more than 400 consultants worldwide, TMNG serves communications service providers, technology companies, and financial services firms. Since the company's inception in 1990, TMNG and its subsidiaries - TMNG Strategy, TMNG Marketing, TMNG Technologies and TMNG Europe - - have served more than 1,000 clients worldwide, including all the Fortune 500 telecommunications companies. TMNG is headquartered in Overland Park, Kansas, with offices in Boston, Chicago, Dallas, San Diego, London, New York, San Francisco, Toronto, Utrecht and Washington, D.C. TMNG can be reached at 1.888.480.TMNG (8664) or online at http://www.tmng.com. THIS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. IN PARTICULAR, ANY STATEMENTS CONTAINED HEREIN REGARDING EXPECTATIONS WITH RESPECT TO FUTURE BUSINESS, REVENUES OR PROFITABILITY ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE COMPANY'S CONTROL, WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE PROJECTED OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT AFFECT ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS INCLUDE, AMONG OTHER THINGS, CONDITIONS IN THE TELECOMMUNICATIONS INDUSTRY, OVERALL ECONOMIC AND BUSINESS CONDITIONS, THE DEMAND FOR THE COMPANY'S GOODS AND SERVICES, AND TECHNOLOGICAL ADVANCES AND COMPETITIVE FACTORS IN THE MARKETS IN WHICH THE COMPANY COMPETES. THESE RISKS AND UNCERTAINTIES ARE DESCRIBED IN DETAIL FROM TIME TO TIME IN TMNG'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. (Please see attached financial tables) THE MANAGEMENT NETWORK GROUP, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (in thousands, except per share data) Quarter Ended April 3, 2004 March 29, 2003 Revenues $ 5,779 $ 7,240 Cost of services: Direct cost of services 2,913 3,673 Equity related charges (benefit) 54 (20) --------- --------- Total 2,967 3,653 Gross profit 2,812 3,587 Operating expenses: Selling, general and administrative 4,097 4,841 Depreciation and amortization 520 945 Equity related charges 283 11 --------- --------- Total 4,900 5,797 --------- --------- Loss from continuing operations (2,088) (2,210) Other income, net 127 160 --------- --------- Loss from continuing operations before income tax (provision) benefit (1,961) (2,050) Income tax (provision) benefit (14) 748 --------- --------- Loss from continuing operations (1,975) (1,302) Discontinued operations: Net income (loss) from discontinued operations (63) 71 Loss on disposition of discontinued operations (2,213) --------- --------- Net loss $ (4,251) $(1,231) ========= ========= Loss from continuing operations per common share Basic and diluted $ (0.06) $ (0.04) ========= ========= Income (loss) from discontinued operations per common share Basic and diluted $ (0.06) $ 0.00 ========= ========= Net loss per common share Basic and diluted $ ($0.12) $ (0.04) ========= ========= Shares used in calculation of net loss per common share Basic and diluted 34,503 33,347 ========= ========= THE MANAGEMENT NETWORK GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS Unaudited (in thousands) ASSETS April 3, 2004 January 3, 2004 CURRENT ASSETS: Cash and cash equivalents $ 51,184 $ 52,875 Receivables, net 7,544 6,864 Refundable income taxes 1,506 1,557 Other assets 1,086 710 -------- -------- Total current assets 61,320 62,006 GOODWILL 13,365 15,528 INTANGIBLES, net 1,140 1,478 PROPERTY & EQUIPMENT, net 1,411 1,558 OTHER ASSETS 416 402 -------- -------- TOTAL ASSETS $ 77,652 $ 80,972 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Trade accounts payable $ 477 $ 635 Accrued liabilities and other 4,615 4,140 -------- -------- Total current liabilities 5,092 4,775 NONCURRENT LIABILITIES 2,667 2,828 STOCKHOLDERS' EQUITY 69,893 73,369 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 77,652 $ 80,972 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----