-----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, SU0iNmCzRBTHe+Hz4FyqiwaqG7BgNtzTSqaluN9RyG/paJ/lRXbUx4eVHHGJh8By DfuQU4yUsqEtIY+YZcE10g== 0001013816-07-000069.txt : 20070215 0001013816-07-000069.hdr.sgml : 20070215 20070215170331 ACCESSION NUMBER: 0001013816-07-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070215 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 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: 07628253 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_021507.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) February 15, 2007 THE MANAGEMENT NETWORK GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-27617 48-1129619 ----------- ----------- ------------ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) 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 February 15, 2007, The Management Network Group, Inc. announced its unaudited revenues for the quarter and year ended December 30, 2006. The public announcement was included in a press release, the text of which is furnished as 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 February 15, 2007. 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: February 15, 2007 By: /s/ Donald E. Klumb ---------------------------------- Donald E. Klumb Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release dated February 15, 2007 EX-99 2 form8k_021507ex991.txt EXH. 99.1 PRESS RELEASE Exhibit 99.1 CONTACT: The Management Network Group, Inc. Brainerd Communicators Janet Hall Maggie Duquin / Ray Yeung (Media) Janet.Hall@tmng.com duquin@braincomm.com / yeung@braincomm.com 800.876.5329 212.986.6667 Corey Kinger (Investors) kinger@braincomm.com 212.986.6667 TMNG GLOBAL PROVIDES 2006 FOURTH QUARTER BUSINESS UPDATE Overland Park, KS - February 15, 2007 - TMNG Global (Nasdaq: TMNG), a leading provider of management consulting services to the global communications, media and entertainment industries, today reported revenue growth of 38%, to $8.6 million, for its fourth quarter ended December 30, 2006. Revenue for the full fiscal year was up 12%, to $34.0 million. The revenue results reported in this press release are unaudited and have not been reviewed by the Company's independent registered public accounting firm. As previously announced, because of the ongoing Special Committee review of the Company's historical stock option practices and related accounting, the Company will not be in a position to announce full financial results for the fourth quarter or full year 2006 until the Special Committee's review has been completed and a determination of the appropriate stock-based compensation expense has been made. The quarter included the following operational and business highlights and developments: o Revenue contribution of 44% from the CSMG Adventis strategy consulting unit and 48% from the company's core management consulting offerings, including the continued acceleration of TMNG's cable practice; o Addition of 16 new customers, for a total of 61 new customers added in 2006; o Execution of planned cost reductions, primarily related to TMNG's European operations, resulting in an estimated annual SG&A savings in excess of $5 million based on our third quarter 2006 run rate, excluding all expenses in connection with the Special Committee review; o The acquisition on January 2, 2007 of Cartesian Ltd., a U.K.-based technical consultancy and software engineering firm, for $7.3 million plus potential future performance-based consideration; o A year-end balance of approximately $38.3 million in cash and short-term investments and no long-term debt compared to approximately $42.1 million in cash and short-term investments at July 1, 2006. The decline in cash and short-term investments during the second half of 2006 was primarily attributable to operating losses offset by improvements in working capital; o Operating losses for the quarter include costs associated with the special committee review of $720,000. "We believe TMNG's revenue growth of the last two years demonstrates a successful diversification of our client portfolio and an enhancement of our service offerings throughout the converging universe of communications, media and entertainment," said Rich Nespola, TMNG Global Chairman and CEO. "Our revenue growth has been achieved both organically, and more recently, through acquisition with the addition of the international consulting operations of Adventis Ltd. With Cartesian added to our team, TMNG is now positioned as a global consultancy that can take telecom, media and entertainment clients from strategy to solutions to implementation with particular emphasis on wireless mobility, IP transformation and cable telephony. "Looking ahead in 2007, we expect to see the top-line opportunities afforded by our expanded geographic presence and product and service offerings, while harvesting the benefits of operating expense reductions implemented in the fourth quarter," continued Nespola. "Our goal is to build a solidly profitable company with sustained revenue growth capability, a goal that we think is becoming more achievable through our strengthened positioning in the converging and fast-moving communications marketplace." The Company will host a conference call at 5:00 p.m. ET today to discuss fourth quarter revenue performance and other recent business developments. Investors can access the conference call via a live webcast on the company's website, www.tmng.com, or by dialing 888-694-4676, passcode 8391758. 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 8391758, through February 22, 2007. About TMNG Global TMNG Global (NASDAQ: TMNG) is a leading provider of professional services to the converging communications industry. Its companies, TMNG, CSMG Adventis, and Cartesian, and its base of over 500 consultants, have provided strategy, management, and technical consulting, as well as products and services, to more than 1200 communications service providers, entertainment, media, and technology companies and financial services firms worldwide. The company is headquartered in Overland Park, Kansas, with offices in Berlin, Boston, Chicago, London, New York, Shanghai and Washington, D. C. Statements in this press release other than historical data and information, including statements of belief, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made during the conference call. 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 products offered by TMNG and Cartesian, the outcome, timing and impact of the Special Committee's review of TMNG's historical practices regarding its stock option programs and related accounting, which TMNG previously announced on November 13, 2006, the conclusions resulting from that review, , any adverse tax or accounting adjustments and any restatement of the Company's financial statements resulting from that review, the matters described in the Company's current reports on Form 8-K filed on November 13, 2006, November 20, 2006 and January 19, 2007, the potential impact of these matters on the Company's business, operations or expenses, 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. You should not place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. We undertake no responsibility to update any of these forward-looking statements to reflect events or circumstances occurring after the date of this press release. # # # -----END PRIVACY-ENHANCED MESSAGE-----