-----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, WjsMRvMImmqTr8qyMN/ssqr1wbzmxUrIcinAJiSjiRkKNJt2O+p+M3MGVqqyTf+M LzXmdqx8R/rV9GKjvzu5yg== 0001013816-06-000377.txt : 20060511 0001013816-06-000377.hdr.sgml : 20060511 20060511161216 ACCESSION NUMBER: 0001013816-06-000377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060511 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: 06830282 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_051106.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 11, 2006 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 -------------------- 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.): [ ] 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 May 11, 2005, The Management Network Group, Inc. announced its results of operations and financial condition for the first quarter which ended April 1, 2006. The public announcement was made by means of a press release, the text of which is set forth in Exhibit 99.1 hereto. The information in this Item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed "filed" for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless expressly incorporated into a filing of TMNG under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of TMNG, whether made before or after the date hereof, regardless of any general incorporation language in such filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (D). EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------------------- -------------------------------------------------------- 99.1 Press Release dated May 11, 2006 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 11, 2006 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 11, 2005 Announcing Financial Results for its First Quarter Ended April 1, 2006 EX-99 2 form8k_051106ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 [GRAPHIC OMITTED] CONTACT: The Management Network Group, Inc. or Brainerd Communicators Janet Hall Corey Kinger (Investors) Janet.Hall@tmng.com kinger@braincomm.com - ------------------- -------------------- 800.876.5329 Olga Shmuklyer (Media) shmuklyer@braincomm.com ----------------------- 212.986.6667 TMNG REPORTS 2006 FIRST QUARTER RESULTS Overland Park, KS - May 11, 2006 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today reported financial results for its 2006 first quarter ended April 1, 2006. Revenue in the first quarter of 2006 was $7.2 million, comparable with revenue of $7.1 million in the first quarter of 2005, and up 15% from the fourth quarter of 2005. During the quarter, gross margin was 50.5%, compared with 51.5% in the first quarter of 2005. The adoption of SFAS 123R impacted first quarter 2006 gross margin by 2.6%. The adoption of SFAS 123R in the first quarter of 2006 requires the Company to recognize compensation expense for all stock-based awards made to employees and non-employee directors. TMNG Global reported a net loss of $1.6 million, or $0.04 on a diluted share basis for the first quarter of 2006, compared with a net loss of $608,000, or $0.02 per diluted share in last year's first quarter. The increased net loss reflected the impact of adoption of SFAS 123R and higher selling, general and administrative expenses as the company selectively hires additional senior-level personnel to drive new client and business initiatives. The company ended the first quarter with a strong cash and short-term investments position of $48.4 million, working capital of $51.7 million, virtually no long-term debt, and stockholders' equity of $65.3 million. "TMNG is transforming and broadening its market opportunities by leveraging its wireless and Internet Protocol expertise beyond telecom and into all areas of converging media and entertainment," said TMNG Chairman and CEO Rich Nespola. "Thus far in 2006 we have made significant strides in building our client base in media, entertainment and, notably, cable, where we have a reinvigorated practice and a more expansive set of service offerings. We have begun working on a major MVNE engagement, supporting a large prepaid wireless launch by a national brand telecom service provider. Finally, we have significantly expanded our international presence with the acquisition of ADVENTIS Ltd., which combined with our Cambridge group gives us an established strategic consulting footprint and client relationships in the European and Asian markets. We anticipate that all of these initiatives and developments will begin to drive improving financial results as we move through 2006." Conference Call TMNG will host a conference call at 5:00 p.m. ET today to discuss 2006 first quarter results. Investors can access the conference call via a live webcast on the company's website, www.tmng.com, or by dialing 877-297-4509, passcode 7298962. A replay of the conference call will be archived on the company's website for one week. Additionally, a replay of the call will be available by dialing 877-519-4471, passcode 7298962, through May 19, 2006. About TMNG Global The Management Network Group, Inc. (Nasdaq: TMNG) is a leading provider of professional services to the converging communications industry and the financial services firms that support it. With more than 400 consultants worldwide, TMNG Global's clients include communications service providers, entertainment, media and technology companies, and financial services firms. Founded in 1990, TMNG Global has provided strategic and management consulting, as well as managed services, to more than 1000 clients worldwide, including all the Fortune 500 telecommunications companies. The company is headquartered in Overland Park, Kansas, with offices in Berlin, Boston, Chicago, London, New York, Denver, Dallas, Shanghai and Washington, D.C. TMNG Global 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 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 1, 2006 April 2, 2005 Revenues $ 7,163 $ 7,067 Cost of services (including equity related charges of $193 and $35 for the thirteen weeks ended April 1,2006 and April 2, 2005, respectively) 3,544 3,429 --------------- ---------------- Gross profit 3,619 3,638 Operating expenses: Selling, general and administrative (including equity related charges of $510 and $188 for the thirteen weeks ended April 1, 2006 and April 2, 2005, respectively) 5,482 4,213 Real estate restructuring - 75 Depreciation and amortization 214 282 --------------- ----------------- Total 5,696 4,570 --------------- ----------------- Loss from operations (2,077) (932) Other income, net 535 339 --------------- ----------------- Loss from continuing operations before income tax provision (1,542) (593) Income tax provision (21) (15) --------------- ----------------- Net loss $ (1,563) (608) =============== ================= Net loss per common share Basic and diluted $ (0.04) $ (0.02) =============== ================= Shares used in calculation of net loss per common share Basic and diluted 35,625 34,977 =============== =================
THE MANAGEMENT NETWORK GROUP, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) ASSETS April 1, 2006 December 31, 2005 CURRENT ASSETS: Cash and cash equivalents $ 15,243 $ 10,951 Short-term investments 33,200 38,700 Receivables, net 6,843 6,149 Refundable income taxes 112 117 Other assets 1,177 1,262 ---------------- ---------------- Total current assets 56,575 57,179 GOODWILL 13,365 13,365 INTANGIBLES, net 1,536 1,651 PROPERTY & EQUIPMENT, net 948 900 OTHER ASSETS 452 454 ---------------- ---------------- TOTAL ASSETS $ 72,876 $ 73,549 ================ ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Trade accounts payable $ 578 $ 1,025 Accrued liabilities and other 4,279 3,657 ---------------- ---------------- Total current liabilities 4,857 4,682 NONCURRENT LIABILITIES 2,675 2,819 STOCKHOLDERS' EQUITY 65,344 66,048 ---------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 72,876 $ 73,549 ================ ================ # # # -----END PRIVACY-ENHANCED MESSAGE-----