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 7, 2008

The Management Network Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-27617 (Commission File Number) 48-1129619 (I.R.S. Employer Identification No.)

7300 College Boulevard, Suite 302

Overland Park, Kansas 66210

(Address of principal executive office)(Zip Code)

(913) 345-9315

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 August 7, 2008, The Management Network Group, Inc. (the “Company”) issued a press release announcing its financial condition and results of operations as of and for the thirteen weeks and twenty six weeks ended June 28, 2008. The press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto 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 the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be incorporated by reference into any filing of the Company, 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 No. Description

99.1 Press Release dated August 7, 2008

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.

THE MANAGEMENT NETWORK GROUP, INC.
By:	/s/ Donald E. Klumb
	Donald E. Klumb Vice President and Chief Financial Officer

Date: August 7, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated August 7, 2008

EX-99.1

CONTACT:

Brainerd Communicators

Michele Clarke (Media)

clarke@braincomm.com

Corey Kinger (Investors)

kinger@braincomm.com

212.986.6667

TMNG GLOBAL REPORTS 36% REVENUE GROWTH IN 2008 SECOND QUARTER

Overland Park, KS – August 7, 2008 – TMNG Global (Nasdaq: TMNG), a leading provider of management consulting and software solution services to the global communications, media and entertainment industries, reported financial results for its 2008 second quarter ended June 28, 2008.

Revenues in the second quarter of 2008 were $20.6 million, up 36.1% over revenues of $15.1 million in the prior year period, reflecting solid contributions from both the Management Consulting and Software Solutions segments. During the quarter, TMNG Global’s gross margin was 46.2%, compared with 43.9% in the second quarter of 2007.

TMNG Global reported a net loss of ($8.9) million or ($0.25) per diluted share for the second quarter of 2008, compared to a net loss of ($1.7) million, or ($0.05) per diluted share in last year’s second quarter. Net loss in the quarter was impacted by a non-cash goodwill impairment charge of $9.1 million related to the March 2002 acquisition of CSMG. After adjusting for the after-tax impact of the impairment charge as well as other non-cash charges, including depreciation, amortization and share-based compensation, TMNG Global generated non-GAAP adjusted net income of $2.1 million, or $0.06 per diluted share, during the second quarter of 2008. The comparable non-GAAP adjusted net income for the second quarter of fiscal 2007, which included an adjustment for expenses related to the review of the Company’s option granting practices, was $0.1 million, or break even on a diluted share basis.

TMNG Global generated cash flow from operations of $4.3 million in the second quarter 2008, compared to $1.9 million in last year’s second quarter.

The Company ended the second quarter with cash and cash equivalents of $12.6 million, long-term investments of $14.3 million, no long-term debt, and stockholders’ equity of $44.8 million.

“Our continued revenue growth year-over-year and improved non-GAAP profitability demonstrate that our strategy is working well, even in a challenging environment for corporate spending,” said Richard Nespola, TMNG Global Chairman and CEO. “Our Ascertain™ revenue-assurance software and our self-amortizing consulting services remain in demand, particularly in the cable sector, and we continue to see solid new customer and total engagement activity overall. While an increasingly uncertain economy is causing a few select large service providers to tighten their belts and others to exercise caution in the timing of purchase decisions as we move into the second half of the year, we are in an excellent competitive position with strong customer interest in our unique offerings. We remain focused on driving revenue growth and positive cash flow from operations.”

Financial Results for the Twenty-Six Weeks Ended June 30, 2007

For the twenty-six weeks ended June 28, 2008, revenues increased 39.3% to $42.1 million, compared with $30.2 million in the comparable year-ago period. TMNG Global’s gross margin was 46.6% during the twenty-six weeks ended June 28, 2008, compared with 44.5% in the comparable year-ago period.

Net loss for the twenty-six weeks ended June 28, 2008 was ($8.6) million or ($0.24) per diluted share, compared with a net loss of ($3.3) million or ($0.09) per diluted share in the comparable year-ago period. GAAP results included the goodwill impairment charge in the second quarter of 2008, as discussed above. Non-GAAP adjusted net income, adjusted for the after tax impact of non-cash expenses, including the impairment charge, depreciation and amortization expense, and share-based compensation, was approximately $4.4 million, or $0.12 per diluted share, for the twenty-six weeks ended June 28, 2008. The comparable non-GAAP adjusted net income for the twenty-six weeks ended June 30, 2007 was $0.2 million, or $0.01 per diluted share, which excluded expenses related to the review of the Company’s option granting practices.

For the twenty-six weeks ended June 28, 2008, cash flow from operations was $6.8 million, compared to ($0.5) million in the comparable year-ago period.

In addition to reporting net loss and net loss per share on a GAAP basis, this press release contains certain non-GAAP adjustments which are described in the schedule entitled “Reconciliation of GAAP Net Loss to Non-GAAP Adjusted Net Income” that accompanies this press release. In making these non-GAAP adjustments, the Company took into account certain non-cash expenses and benefits, including tax effects as applicable, and the impact of certain items that are generally not expected to be on-going in nature. Management believes the exclusion of these items provides a useful basis for evaluating underlying business performance, but should not be considered in isolation and is not in accordance with, or a substitute for, evaluating Company performance utilizing GAAP financial information. The Company believes that providing such adjusted results allows investors and other users of the Company’s financial statements to better understand TMNG Global’s comparative operating performance for the periods presented.

TMNG Global’s management uses the non-GAAP financial measure in its own evaluation of the Company’s performance, particularly when comparing performance to the prior year’s period. TMNG Global’s non-GAAP measure may differ from similar measures by other companies, even if similar terms are used to identify such measures. Although TMNG Global’s management believes the non-GAAP financial measure is useful in evaluating the performance of its business, TMNG Global acknowledges that items excluded from such measure have a material impact on the Company’s net loss and net loss per share calculated in accordance with GAAP. Therefore, management uses non-GAAP measures in conjunction with GAAP results. Investors and other users of our financial information should also consider the above factors when evaluating TMNG Global’s results.

Conference Call

The Company will host a conference call at 5:00 p.m. ET today to discuss 2008 second quarter results. Investors can access the conference call via a live webcast on the Company’s website, www.tmng.com, or by dialing 800-860-2442 in the United States or 412-858-4600 from international locations and referencing the TMNG Global call. 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 877-344-7529, pass code 421587, through August 14, 2008.

About TMNG Global

TMNG Global (NASDAQ: TMNG) is a leading provider of professional services to the converging communications industry. Its companies, TMNG, CSMG, Cartesian, and TWG Consulting, 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 Boston, Chicago, London, New Jersey, New York, Shanghai and Washington, D. C.

Cautionary Statement Regarding Forward Looking Information

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, any statements that do not relate to historical or current facts constitute forward-looking statements, including any statements contained herein regarding expectations with respect to the Company’s future business, financial condition and results of operations. Forward-looking statements 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, the ability of the Company to successfully integrate recent acquisitions, conditions in the telecommunications industry, overall economic and business conditions, the demand for the Company’s services, the level of cash and non-cash expenditures incurred by the Company, technological advances and competitive factors in the markets in which the Company competes, and the factors described in this press release and in TMNG Global’s filings with the Securities and Exchange Commission, including the risks described in TMNG Global’s periodic reports filed with the SEC, including, but not limited to, “Cautionary Statement Regarding Forward Looking Information” under Part I of its Annual Report on Form10-K for the fiscal year ended December29, 2007 and subsequent periodic reports containing updated disclosures of such risks. These filings are available at the SEC’s web site at www.sec.gov. TMNG Global does not intend to update these forward-looking statements and undertakes no duty to any person to provide any such update under any circumstances.

(Please see attached financial tables)

THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

	Thirteen Weeks Ended						Twenty-six Weeks Ended
	June 28,			June 30,			June 28,			June 30,
	2008			2007			2008			2007
Revenues	$	20,576		$	15,120		$	42,117		$	30,233
Cost of services [includes net non-cash share-based compensation expense (credits) of $189 and $81 for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively and $382 and $(67) for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively]		11,072			8,475			22,486			16,794
Gross Profit		9,504			6,645			19,631			13,439
Operating Expenses:
Selling, general and administrative (includes net non-cash share-based compensation expense of $407 and $307 for the thirteen weeks ended June 28, 2008 and June 30, 2007, respectively and $843 and $11 for the twenty-six weeks ended June 28, 2008 and June 30, 2007, respectively)		8,120			7,054			16,962			13,834
Goodwill impairment		9,079						9,079
Special Committee investigation					789						2,348
Intangible asset amortization		1,246			552			2,494			1,092
Total operating expenses		18,445			8,395			28,535			17,274
Loss from operations		(8,941	)		(1,750	)		(8,904	)		(3,835	)
Interest income		211			381			517			798
Loss before income tax provision		(8,730	)		(1,369	)		(8,387	)		(3,037	)
Income tax provision		(160	)		(285	)		(242	)		(284	)
Net Loss	$	(8,890	)	$	(1,654	)	$	(8,629	)	$	(3,321	)
Net Loss per common share:
Basic and diluted	$	(0.25	)	$	(0.05	)	$	(0.24	)	$	(0.09	)
Weighted average shares used in calculation of net loss per common share
Basic and diluted		36,117			35,766			36,225			35,741

THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

NONCURRENT ASSETS:

	June 28, 2008			December 29, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	12,594		$	10,022
Short-term investments					17,125
Receivables:
Accounts receivable		12,800			13,044
Accounts receivable — unbilled		5,641			7,804
		18,441			20,848
Less: Allowance for doubtful accounts		(663	)		(562	)
Net receivables		17,778			20,286
Prepaid and other current assets		1,312			1,763
Total current assets		31,684			49,196
Property and equipment, net		1,717			1,784
Goodwill		5,084			13,365
Licenses and identifiable intangible assets, net		8,736			11,605
Non-current investments		14,338
Other assets		632			616
Total Assets	$	62,191		$	76,566
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade accounts payable	$	2,119		$	1,927
Accrued payroll, bonuses and related expenses		5,120			5,038
Other accrued liabilities		2,311			2,466
Income tax liabilities		697			861
Deferred revenue		3,053			3,554
Accrued contingent consideration		161			1,616
Unfavorable and other contractual obligations		1,172			1,668
Total current liabilities		14,633			17,130
NONCURRENT LIABILITIES:
Deferred income tax liabilities		767			1,368
Unfavorable and other contractual obligations		1,407			1,716
Other noncurrent liabilities		540			524
Total noncurrent liabilities		2,714			3,608
Total stockholders’ equity		44,844			55,828
Total Liabilities and Stockholders’ Equity	$	62,191		$	76,566

THE MANAGEMENT NETWORK GROUP, INC.

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED NET INCOME

(unaudited)

(in thousands, except per share data)

	Thirteen Weeks Ended						Twenty-six Weeks Ended
	June 28,			June 30,			June 28,			June 30,
	2008			2007			2008			2007
Reconciliation of GAAP net loss to non-GAAP adjusted net income:
GAAP net loss	$	(8,890	)	$	(1,654	)	$	(8,629	)	$	(3,321	)
Special Committee investigation					789						2,348
Goodwill impairment		9,079						9,079
Depreciation and amortization		1,594			809			3,186			1,681
Non-cash share based compensation expense (credits)		596			388			1,225			(56	)
Tax effect of applicable non-GAAP adjustments		(252	)		(222	)		(511	)		(427	)
Adjustments to GAAP net loss		11,017			1,764			12,979			3,546
Non-GAAP adjusted net income	$	2,127		$	110		$	4,350		$	225
Reconciliation of GAAP net loss per diluted common share to non-GAAP adjusted net income per diluted common share:
GAAP net loss per diluted common share	$	(0.25	)	$	(0.05	)	$	(0.24	)	$	(0.09	)
Special Committee investigation					0.02						0.06
Goodwill impairment		0.25						0.25
Depreciation and amortization		0.05			0.03			0.09			0.05
Non-cash share based compensation expense (credits)		0.02			0.01			0.03
Tax effect of applicable non-GAAP adjustments		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Adjustments to GAAP net loss per diluted common share		0.31			0.05			0.36			0.10
Non-GAAP adjusted net income per diluted common share	$	0.06		$	0.00		$	0.12		$	0.01
Weighted average shares used in calculation of diluted net loss per common share		36,117			35,766			36,225			35,741

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