-----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, Du3m31xwYS7PZfwDPtTpHyYJxbz8CwNr9sbVvOegKsbxM8DAdKZ8Ae72tnFS4m4h p+fn2oGU8OmmOkZbTqirXA== 0001013816-04-000555.txt : 20040806 0001013816-04-000555.hdr.sgml : 20040806 20040806170138 ACCESSION NUMBER: 0001013816-04-000555 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: 20040806 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: 04958722 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_80606.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) August 05, 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 August 5, 2004. Item 12. Results of Operations and Financial Condition On August 5, 2004, The Management Network Group, Inc. announced its results of operations and financial condition for the quarter ended July 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: August 6, 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 August 5, 2004 Announcing Financial Results for its Second Quarter Ended July 3, 2004 EX-99 2 form8k_80606ex991.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 SECOND QUARTER RESULTS OVERLAND PARK, KS - AUGUST 5, 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 second quarter ended July 3, 2004. Revenue in the second quarter of 2004 was $5.2 million, compared with $5.0 million in the second quarter of 2003 and with $5.8 million in the first quarter of 2004. During the quarter gross margin was 46.2%, compared with 46.8% in the second quarter of 2003 and 48.7% in the first quarter of 2004. Net loss for the second quarter was $2.1 million, or $0.06 per diluted share, compared with a net loss of $18.7 million, or $0.56 per diluted share in last year's second quarter. Included in the second quarter of 2003 are charges totaling $0.50 per diluted share, reflecting an $18.9 million impairment charge for goodwill and other intangible assets and a $5.2 million charge resulting from a valuation allowance on tax assets. The company ended the second quarter with a strong cash position of $49.5 million, virtually no long-term debt, stockholders' equity of $68.2 million, and working capital of approximately $54.7 million. In the first six months of 2004, revenue was $11.0 million, compared with $12.2 million in the first six months of 2003. Gross margin was 47.5% for 2004 year-to-date period, compared with 48.4% in the year ago corresponding period. Net loss for the six months was $6.4 million, or $0.18 per diluted share, which includes a $0.06 per diluted share loss from discontinued operations, compared with a net loss of $20.0 million, or $0.60 per diluted share in 2003, including the aforementioned special charges. "The telecom industry we serve continues to be characterized by unpredictable, rapidly shifting market conditions, and within this environment TMNG continues to focus sharply on positioning itself to drive top-line improvement," said Rich Nespola, TMNG Chairman and CEO. "That positioning is evident in our growing presence in wireless, in a world where wireless is transforming the communications industry, and in emerging Internet-based telephony and broadband technologies. We're facing the challenges by strengthening our relationships with industry leaders and top channel partners, by running a lean business, and by providing clients with a depth of experience that is unmatched in telecom. We continue to believe we are in position to drive revenue growth, and based on booked business currently being serviced, the company presently anticipates sequential revenue improvement in the third quarter." CONFERENCE CALL TMNG will host a conference call at 5:00 p.m. ET today to discuss 2004 second 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 August 11, 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 Year-to-Date July 3, 2004 June 28, 2003 July 3, 2004 June 28, 2003 Revenues $ 5,184 $ 4,963 $10,963 $12,203 Cost of services: Direct cost of services 2,739 2,724 5,652 6,397 Equity related charges (benefit) 52 (84) 106 (104) --------- --------- ---------- --------- Total 2,791 2,640 5,758 6,293 Gross profit 2,393 2,323 5,205 5,910 Operating expenses: Selling, general and administrative 4,007 5,030 8,104 9,872 Goodwill and intangible asset impairment 18,942 18,942 Equity related charges (benefit) 232 (8) 515 3 Depreciation and amortization 390 869 910 1,814 --------- --------- ---------- --------- Total 4,629 24,833 9,529 30,631 --------- --------- ---------- --------- Loss from continuing operations (2,236) (22,510) (4,324) (24,721) Other income, net 139 146 266 306 --------- --------- ---------- --------- Loss from continuing operations before income tax (provision) benefit (2,097) (22,364) (4,058) (24,415) Income tax ([provision) benefit (20) 3,619 (34) 4,367 --------- --------- ---------- --------- Loss from continuing operations (2,117) (18,745) (4,092) (20,048) --------- --------- ---------- --------- Discontinued operations: Net income (loss) from discontinued operations 8 (63) 79 Loss on disposition of discontinued operations (2,213) --------- --------- ---------- --------- Net loss $ (2,117) $(18,737) $ (6,368) $(19,969) ========= ========= ========== ========= Loss from continuing operations per common share Basic and diluted $ (0.06) $ (0.56) $ (0.12) $ (0.60) ========= ========= ========== ========= Loss from discontinued operations per common share Basic and diluted $ (0.06) ========= ========= ========== ========= Net loss per common share Basic and diluted $ (0.06) $ (0.56) $ (0.18) $ (0.60) ========= ========= ========== ========= Shares used in calculation of net loss per common share Basic and diluted 34,625 33,372 34,564 33,359 ========= ========= ========== =========
THE MANAGEMENT NETWORK GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS unaudited (in thousands) ASSETS July 3, 2004 January 3, 2004 CURRENT ASSETS: Cash and cash equivalents $49,466 $52,875 Receivables, net 7,839 6,864 Refundable income taxes 1,314 1,557 Other assets 810 710 -------- -------- Total current assets 59,429 62,006 GOODWILL 13,366 15,528 INTANGIBLES, net 922 1,478 PROPERTY & EQUIPMENT, net 1,278 1,558 OTHER ASSETS 430 402 -------- -------- TOTAL ASSETS $ 75,425 $ 80,972 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Trade accounts payable $ 771 $ 635 Accrued liabilities and other 3,920 4,140 -------- -------- Total current liabilities 4,691 4,775 NONCURRENT LIABILITIES 2,526 2,828 STOCKHOLDERS' EQUITY 68,208 73,369 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 75,425 $ 80,972 ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----