EX-99 2 tmng-ex991toform8k_9032453.htm EXHIBIT 99.1 - PRESS RELEASE

 


 

 

 

 

 

 

 

 

CONTACT:

Brainerd Communicators

Ray Yeung (Media)

yeung@braincomm.com

Corey Kinger (Investors)

kinger@braincomm.com

212.986.6667

 

 

 

TMNG GLOBAL REPORTS 2008 FOURTH QUARTER AND FULL YEAR RESULTS

 

Overland Park, KS – February 26, 2009 – 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 fourth quarter (a fourteen week quarter) and full year ended January 3, 2009.

 

Revenues in the fourth quarter of 2008 were $14.4 million compared to revenues of $20.8 million in the fourth quarter of 2007 and $17.5 million in the third quarter of 2008. Revenue comparisons were affected by reduced customer spending in light of global macroeconomic trends, as well as unfavorable foreign exchange impact. During the quarter, TMNG Global’s gross margin was 39.8%, compared with 47.4% in the fourth quarter of 2007. The decrease in gross margin was primarily due to lower utilization of consulting personnel on billable projects in the fourth quarter of 2008, especially during the December holiday season, as well as the mix of consulting engagements.

 

TMNG Global reported a net loss of ($5.0) million or ($0.14) per diluted share for the fourth quarter of 2008, compared to net income of $480,000, or $0.01 per diluted share in last year’s fourth quarter. The fourth quarter net loss included a goodwill impairment charge of $4.3 million and a charge related to the valuation of the Company’s auction rate securities of $280,000. All previously disclosed auction rate security valuation adjustments were recorded within other comprehensive income. Excluding these items and adjusting for the after tax impact of non-cash charges, including depreciation,

 


amortization and share-based compensation of $1.1 million, TMNG Global generated non-GAAP adjusted net income of $679,000, or $0.02 per diluted share, during the fourth quarter of 2008. The comparable non-GAAP adjusted net income for the fourth quarter of fiscal 2007, which also included an adjustment for expenses related to the review of the Company’s option granting practices, was $2.7 million, or $0.07 per diluted share.

 

“While challenging, 2008 was a productive year for TMNG, demonstrated by our year-over-year revenue growth, significant customer wins, and the successful and seamless integration of our recent acquisitions. We also maintained profitability on a cash earnings basis despite the pronounced macroeconomic difficulties that emerged in the second half of the year,” said Richard Nespola, TMNG Global Chairman and CEO. “As the economic crisis unfolded, we took quick and decisive action by managing our business to lower levels of customer spending while focusing on the Company’s ability to deliver value. We expect the 2009 environment to remain challenging. Therefore, we have focused on securing longer term commitments from our larger customers while continuously aligning our overhead with the realities of the economic climate. Our consulting and software offerings play into important client needs in difficult times by assisting service providers in maximizing the efficiency of their platforms while ensuring the integrity of their revenue stream. These core competencies combined with our healthy balance sheet and flexible operating model should serve us well until visibility improves.”

 

Financial Results for the Fifty-Three Weeks Ended January 3, 2009

For the fifty-three weeks ended January 3, 2009, revenues increased to $74.0 million, compared with $71.9 million in the fifty-two week period ended December 29, 2007. TMNG Global’s gross margin was 44.6% for the year ended January 3, 2009, compared with 46.8% for the prior year.

 

Net loss for the fifty-three weeks ended January 3, 2009 was ($14.8) million or ($0.42) per diluted share, compared with a net loss of ($2.3) million or ($0.07) per diluted share for the fifty-two weeks ended December 29, 2007. GAAP results in 2008 include goodwill and intangible asset impairment charges of $14.5 million and the auction rate securities valuation adjustment of $280,000. Non-GAAP adjusted net income, adjusted for the after tax impact of non-cash expenses, including the impairment charges, ARS write-down, depreciation and amortization expense, and share-based compensation, was approximately $6.1 million, or $0.17 per diluted share, for the fifty-three weeks ended January 3, 2009. The comparable non-GAAP adjusted net income for the fifty-two weeks ended December 29,

 


2007 was $5.0 million, or $0.14 per diluted share, which also excluded expenses related to the review of the Company’s option granting practices and a gain on settlement of a foreign tax withholding dispute.

 

For the fifty-three weeks ended January 3, 2009, cash flow from operations was $6.1 million, compared to $1.4 million in the fifty-two week year-ago period.

 

In addition to reporting net income (loss) and net income (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) Income 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 income (loss) and net income (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 fourth quarter and full year 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 427815, through March 5, 2009.

 

About TMNG Global

TMNG Global (NASDAQ: TMNG) is a leading provider of professional services to the converging communications industry. Its companies, TMNG, CSMG, 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 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 (including the recent worsening of conditions in the credit markets and in general economic conditions), the demand for the Company’s services (including the recent slowing of client decisions on proposals and project opportunities along with scope reduction of existing projects), 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 Form 10-K for the fiscal year ended December 29, 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)

 

 

 

Fourteen Weeks

 

Thirteen Weeks

 

Fifty-Three

 

Fifty-Two

 

 

 

Ended

 

Ended

 

Weeks Ended

 

Weeks Ended

 

 

 

January 3,

 

December 29,

 

January 3,

 

December 29,

 

 

 

2009

 

2007

 

2009

 

2007

 

Revenues

 

$

14,397

 

$

20,828

 

$

74,042

 

$

71,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services (includes net non-cash share-based compensation expense of $98 and $178 for the fourteen weeks ended January 3, 2009 and the thirteen weeks ended December 29, 2007, respectively, and $545 and $302 for the fifty-three weeks ended January 3, 2009 and the fifty-two weeks ended December 29, 2007, respectively)

 

 

8,670

 

 

10,955

 

 

41,055

 

 

38,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

5,727

 

 

9,873

 

 

32,987

 

 

33,612

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative (includes net non-cash share-based compensation expense of $295 and $556 for the fourteen weeks ended January 3, 2009 and the thirteen weeks ended December 29, 2007, respectively, and $1,272 and $1,145 for the fifty-three weeks ended January 3, 2009 and the fifty-two weeks ended December 29, 2007, respectively)

 

 

6,251

 

 

8,945

 

 

30,124

 

 

31,723

 

Special Committee investigation

 

 

 

 

 

109

 

 

 

 

 

2,560

 

Intangible asset amortization

 

 

537

 

 

1,463

 

 

3,916

 

 

3,612

 

Goodwill, intangible and long-lived asset impairment

 

 

4,286

 

 

 

 

 

14,451

 

 

 

 

Total operating expenses

 

 

11,074

 

 

10,517

 

 

48,491

 

 

37,895

 

Loss from operations

 

 

(5,347

)

 

(644

)

 

(15,504

)

 

(4,283

)

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income, net

 

 

166

 

 

361

 

 

916

 

 

1,546

 

Other, net

 

 

(267

)

 

 

 

 

(243

)

 

452

 

Total other (expense) income

 

 

(101

)

 

361

 

 

673

 

 

1,998

 

Loss before income tax provision

 

 

(5,448

)

 

(283

)

 

(14,831

)

 

(2,285

)

Income tax benefit (provision)

 

 

450

 

 

763

 

 

6

 

 

(52

)

Net (loss) income

 

$

(4,998

)

$

480

 

$

(14,825

)

$

(2,337

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.14

)

$

0.01

 

$

(0.42

)

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in calculation of net (loss) income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34,736

 

 

36,124

 

 

35,445

 

 

35,868

 

Diluted

 

 

34,736

 

 

36,402

 

 

35,445

 

 

35,868

 

 

 


THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

 

 

 

 

 

January 3,

 

 

 

December 29,

 

 

 

 

 

2009

 

 

 

2007

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

$

5,956

 

 

 

$

10,022

 

Short-term investments

 

 

 

 

 

 

 

 

 

17,125

 

Receivables:

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

 

8,247

 

 

 

 

13,044

 

Accounts receivable — unbilled

 

 

 

 

4,540

 

 

 

 

7,804

 

 

 

 

 

 

12,787

 

 

 

 

20,848

 

Less: Allowance for doubtful accounts

 

 

 

 

(379

)

 

 

 

(562

)

Net receivables

 

 

 

 

12,408

 

 

 

 

20,286

 

Prepaid and other current assets

 

 

 

 

1,653

 

 

 

 

1,763

 

Total current assets

 

 

 

 

20,017

 

 

 

 

49,196

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

 

 

1,801

 

 

 

 

1,784

 

Goodwill

 

 

 

 

6,240

 

 

 

 

13,365

 

Licenses and identifiable intangible assets, net

 

 

 

 

4,842

 

 

 

 

11,605

 

Noncurrent investments

 

 

 

 

13,404

 

 

 

 

 

 

Other assets

 

 

 

 

410

 

 

 

 

616

 

Total Assets

 

 

 

$

46,714

 

 

 

$

76,566

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Trade accounts payable

 

 

 

$

1,138

 

 

 

$

1,927

 

Accrued payroll, bonuses and related expenses

 

 

 

 

4,053

 

 

 

 

5,038

 

Other accrued liabilities

 

 

 

 

2,907

 

 

 

 

2,466

 

Income tax liabilities

 

 

 

 

103

 

 

 

 

861

 

Deferred revenue

 

 

 

 

476

 

 

 

 

3,554

 

Accrued contingent consideration

 

 

 

 

161

 

 

 

 

1,616

 

Unfavorable and other contractual obligations

 

 

 

 

697

 

 

 

 

1,668

 

Total current liabilities

 

 

 

 

9,535

 

 

 

 

17,130

 

 

 

 

 

 

 

 

 

 

 

 

 

NONCURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax liabilities

 

 

 

 

115

 

 

 

 

1,368

 

Unfavorable and other contractual obligations

 

 

 

 

1,062

 

 

 

 

1,716

 

Noncurrent borrowings

 

 

 

 

1,485

 

 

 

 

 

 

Other liabilities

 

 

 

 

891

 

 

 

 

524

 

Total noncurrent liabilities

 

 

 

 

3,553

 

 

 

 

3,608

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

 

 

33,626

 

 

 

 

55,828

 

Total Liabilities and Stockholders’ Equity

 

 

 

$

46,714

 

 

 

$

76,566

 

 

 


THE MANAGEMENT NETWORK GROUP, INC.

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

(unaudited)

(in thousands, except per share data)

 

 

 

Fourteen Weeks

 

Thirteen Weeks

 

Fifty-Three Weeks

 

Fifty-Two Weeks

 

 

 

Ended

 

Ended

 

Ended

 

Ended

 

 

 

January 3,

 

December 29,

 

January 3,

 

December 29,

 

 

 

2009

 

2007

 

2009

 

2007

 

Reconciliation of GAAP net (loss) income to non-GAAP adjusted net income:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income

 

$

(4,998

)

$

480

 

$

(14,825

)

$

(2,337

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Committee investigation

 

 

 

 

 

109

 

 

 

 

 

2,560

 

Goodwill, intangible and long-lived asset impairment

 

 

4,286

 

 

 

 

 

14,451

 

 

 

 

Auction rate securities impairment

 

 

280

 

 

 

 

 

280

 

 

 

 

Depreciation and amortization

 

 

966

 

 

1,814

 

 

5,385

 

 

4,872

 

Gain on settlement of foreign withholding tax dispute

 

 

 

 

 

 

 

 

 

 

 

(452

)

Non-cash share based compensation expense

 

 

393

 

 

734

 

 

1,817

 

 

1,447

 

Tax effect of applicable non-GAAP adjustments

 

 

(248

)

 

(462

)

 

(965

)

 

(1,078

)

Adjustments to GAAP net (loss) income

 

 

5,677

 

 

2,195

 

 

20,968

 

 

7,349

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjusted net income

 

$

679

 

$

2,675

 

$

6,143

 

$

5,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP net (loss) income per diluted common share to non-GAAP adjusted net income per diluted common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income per diluted common share

 

$

(0.14

)

$

0.01

 

$

(0.42

)

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Committee investigation

 

 

 

 

 

0.00

 

 

 

 

 

0.07

 

Goodwill, intangible and long-lived asset impairment

 

 

0.12

 

 

 

 

 

0.41

 

 

 

 

Auction rate securities impairment

 

 

0.01

 

 

 

 

 

0.01

 

 

 

 

Depreciation and amortization

 

 

0.03

 

 

0.05

 

 

0.15

 

 

0.14

 

Gain on settlement of foreign withholding tax dispute

 

 

 

 

 

 

 

 

 

 

 

(0.01

)

Non-cash share based compensation expense

 

 

0.01

 

 

0.02

 

 

0.05

 

 

0.04

 

Tax effect of applicable non-GAAP adjustments

 

 

(0.01

)

 

(0.01

)

 

(0.03

)

 

(0.03

)

Adjustments to GAAP net (loss) income per diluted common share

 

 

0.16

 

 

0.06

 

 

0.59

 

 

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjusted net income per diluted common share

 

$

0.02

 

$

0.07

 

$

0.17

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in calculation of diluted net (loss) income per common share

 

 

34,736

 

 

36,402

 

 

35,445

 

 

35,868