-----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, B/6WV3z9VMbGAfmNviBzNFjjLRpNlOglv+i2WvVelEBdUxOZbvpOQip2SyUmOo5Z Fnzhnzyv3soNBggf7YVauQ== 0001014108-09-000197.txt : 20090813 0001014108-09-000197.hdr.sgml : 20090813 20090813161207 ACCESSION NUMBER: 0001014108-09-000197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090813 DATE AS OF CHANGE: 20090813 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: 0103 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34006 FILM NUMBER: 091010675 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 tmng-form8k_9208188.htm AUGUST 13, 2009 DATE OF REPORT
 

 

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 13, 2009

 

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 13, 2009, The Management Network Group, Inc. (the "Company") issued a press release announcing its financial results for its 2009 second quarter ended July 4, 2009. 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 13, 2009

 


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 13, 2009

 


EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

 

Press Release dated August 13, 2009

 

 

 

EX-99.1 2 tmng-ex991form8k_9208188.htm PRESS RELEASE DATED AUGUST 13, 2009

 

(graphic omitted)

tmng global

 

 

 

 

 

 

 

CONTACT:

Brainerd Communicators

Ray Yeung / Jo Anne Barrameda (Media)

yeung@braincomm.com / barrameda@braincomm.com

Corey Kinger (Investors)

kinger@braincomm.com

212.986.6667

 

TMNG GLOBAL REPORTS 2009 SECOND QUARTER RESULTS

 

Overland Park, KS – August 13, 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 2009 second quarter ended July 4, 2009.

 

Revenues in the second quarter of 2009 were $16.8 million, compared to revenues of $20.6 million in the second quarter of 2008 and $14.2 million in the first quarter of 2009. While year-over-year revenue comparisons continued to be affected by reduced customer spending in light of global macroeconomic trends, as well as unfavorable foreign exchange impact, the 19% sequential improvement reflects the Company’s focus on larger, long-term engagements. During the quarter, TMNG’s gross margin was 43.6%, compared with 46.2% in the second quarter of 2008 and 38.6% in the first quarter of 2009. The five percentage point sequential improvement in gross margin was due to the increase in utilization of consultants as a result of revenue growth, as well as a slight shift in project mix due to an increase in strategy engagements.

 


TMNG Global reported a net loss of ($0.4) million, or ($0.01) per diluted share for the second quarter of 2009, compared to a net loss of ($8.9) million, or ($0.25) per diluted share in last year’s second quarter. The 2008 second quarter included a non-cash goodwill impairment charge of $9.1 million. After adjusting for the after tax impact of non-cash charges, including the impairment charge, realized gains on auction rate securities, depreciation, amortization and share-based compensation, non-GAAP adjusted net income was $0.6 million, or $0.02 per diluted share, during the second quarter of 2009. The comparable non-GAAP adjusted net income for the second quarter of fiscal 2008 was $2.1 million, or $0.06 per diluted share.

 

TMNG Global generated cash flow from operations of $3.2 million in the second quarter of 2009, compared to $4.3 million in last year’s second quarter.

 

“TMNG executed very well on its strategic imperatives which include cementing engagements with our top revenue generating clients while continuing our targeted cost reductions. These combined efforts translated to sequential revenue growth and positive cash flow from operations,” said Richard Nespola, TMNG Global Chairman and CEO. “We saw solid sequential revenue gains across each of our core practice areas, and our margins and key operating metrics all showed improvement. Our markets remain unpredictable and challenging, but based upon client activity we hope to sustain these improvements over the near term while looking to capitalize more fully on our broadened portfolio of offerings and enhanced operating leverage as the economy improves.”

 

Financial Results for the Twenty-Six Weeks Ended July 4, 2009

For the twenty-six weeks ended July 4, 2009, revenues were $31.0 million, compared with $42.1 million in the comparable year-ago period. TMNG Global’s gross margin was 41.3% during the twenty-six weeks ended July 4, 2009, compared with 46.6% in the comparable year-ago period.

 

Net loss for the twenty-six weeks ended July 4, 2009 was ($2.5) million or ($0.07) per diluted share, compared with a net loss of ($8.6) million or ($0.24) 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. The non-GAAP adjusted net loss, adjusted for the after tax impact of non-cash expenses, including the impairment charge,

 


realized gains on auction rate securities, depreciation and amortization expense, and share-based compensation, was approximately ($0.7) million, or ($0.02) per diluted share, for the twenty-six weeks ended July 4, 2009. The comparable non-GAAP adjusted net income for the twenty-six weeks ended June 28, 2008 was $4.4 million, or $0.12 per diluted share.

 

For the twenty-six weeks ended July 4, 2009, cash flow from operations was $0.5 million, compared to $6.8 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 (Loss)” 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 and on a sequential basis. 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 2009 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 432696, through August 20, 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 worsening of conditions in the credit markets and in general economic conditions), the demand for the Company’s services (including the 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 January 3, 2009 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

 

 

 

 

July 4,

 

 

July 4,

 

 

July 4,

 

 

July 4,

 

 

 

 

2009

 

 

2008

 

 

2009

 

 

2008

 

Revenues

 

$

16,825

 

$

20,576

 

$

31,022

 

$

42,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services (includes net non-cash share-based compensation expense of $80 and $189 for the thirteen weeks ended July 4, 2009 and June 28, 2008, respectively and $168 and $382 for the twenty-six weeks ended July 4, 2009 and June 28, 2008, respectively)

 

 

9,490

 

 

11,072

 

 

18,208

 

 

22,486

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

7,335

 

 

9,504

 

 

12,814

 

 

19,631

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative (includes net non-cash share-based compensation expense of $163 and $407 for the thirteen weeks ended July 4, 2009 and June 28, 2008, respectively and $383 and $843 for the twenty-six weeks ended July 4, 2009 and June 28, 2008, respectively)

 

 

7,354

 

 

8,120

 

 

14,762

 

 

16,962

 

Goodwill impairment

 

 

 

 

 

9,079

 

 

 

 

 

9,079

 

Intangible asset amortization

 

 

491

 

 

1,246

 

 

965

 

 

2,494

 

Total operating expenses

 

 

7,845

 

 

18,445

 

 

15,727

 

 

28,535

 

Loss from operations

 

 

(510

)

 

(8,941

)

 

(2,913

)

 

(8,904

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

56

 

 

211

 

 

138

 

 

517

 

Interest expense

 

 

(17

)

 

 

 

 

(25

)

 

 

 

Other income

 

 

83

 

 

 

 

 

106

 

 

 

 

Total other income

 

 

122

 

 

211

 

 

219

 

 

517

 

Loss before income tax provision

 

 

(388

)

 

(8,730

)

 

(2,694

)

 

(8,387

)

Income tax benefit (provision)

 

 

38

 

 

(160

)

 

160

 

 

(242

)

Net loss

 

$

(350

)

$

(8,890

)

$

(2,534

)

$

(8,629

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.01

)

$

(0.25

)

$

(0.07

)

$

(0.24

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used in calculation of net loss per basic and diluted common share

 

 

34,791

 

 

36,117

 

 

34,772

 

 

36,225

 

 

 


THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(unaudited)

 

 

 

July 4,
2009

 

January 3,
2009

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

9,537

 

$

5,956

 

Short-term investments

 

 

7,375

 

 

 

 

Receivables:

 

 

 

 

 

 

 

Accounts receivable

 

 

9,466

 

 

8,247

 

Accounts receivable — unbilled

 

 

5,264

 

 

4,540

 

 

 

 

14,730

 

 

12,787

 

Less: Allowance for doubtful accounts

 

 

(358

)

 

(379

)

Net receivables

 

 

14,372

 

 

12,408

 

Prepaid and other current assets

 

 

1,541

 

 

1,653

 

Total current assets

 

 

32,825

 

 

20,017

 

 

 

 

 

 

 

 

 

NONCURRENT ASSETS:

 

 

 

 

 

 

 

Property and equipment, net

 

 

2,147

 

 

1,801

 

Goodwill

 

 

7,812

 

 

6,240

 

Licenses and identifiable intangible assets, net

 

 

3,841

 

 

4,842

 

Noncurrent investments

 

 

6,823

 

 

13,404

 

Other noncurrent assets

 

 

502

 

 

410

 

Total Assets

 

$

53,950

 

$

46,714

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

Trade accounts payable

 

$

1,294

 

$

1,138

 

Accrued payroll, bonuses and related expenses

 

 

5,051

 

 

4,053

 

Other accrued liabilities

 

 

3,788

 

 

3,010

 

Deferred revenue

 

 

1,560

 

 

476

 

Accrued contingent consideration

 

 

161

 

 

161

 

Unfavorable and other contractual obligations

 

 

706

 

 

697

 

Current borrowings

 

 

4,845

 

 

 

 

Total current liabilities

 

 

17,405

 

 

9,535

 

 

 

 

 

 

 

 

 

NONCURRENT LIABILITIES:

 

 

 

 

 

 

 

Unfavorable and other contractual obligations

 

 

820

 

 

1,062

 

Noncurrent borrowings

 

 

 

 

 

1,485

 

Other noncurrent liabilities

 

 

1,173

 

 

1,006

 

Total noncurrent liabilities

 

 

1,993

 

 

3,553

 

 

 

 

 

 

 

 

 

Total stockholders’ equity

 

 

34,552

 

 

33,626

 

Total Liabilities and Stockholders’ Equity

 

$

53,950

 

$

46,714

 

 

 


THE MANAGEMENT NETWORK GROUP, INC.

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

(unaudited)

(in thousands, except per share data)

 

 

 

Thirteen Weeks Ended

 

Twenty-six Weeks Ended

 

 

 

July 4,
2009

 

June 28,
2008

 

July 4,
2009

 

June 28,
2009

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(350

)

$

(8,890

)

$

(2,534

)

$

(8,629

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on auction rate securities

 

 

(82

)

 

 

 

 

(105

)

 

 

 

Goodwill impairment

 

 

 

 

 

9,079

 

 

 

 

 

9,079

 

Depreciation and amortization

 

 

860

 

 

1,594

 

 

1,656

 

 

3,186

 

Non-cash share based compensation expense

 

 

243

 

 

596

 

 

551

 

 

1,225

 

Tax effect of applicable non-GAAP adjustments

 

 

(62

)

 

(252

)

 

(220

)

 

(511

)

Adjustments to GAAP net loss

 

 

959

 

 

11,017

 

 

1,882

 

 

12,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjusted net income (loss)

 

$

609

 

$

2,127

 

$

(652

)

$

4,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss per diluted common share

 

$

(0.01

)

$

(0.25

)

$

(0.07

)

$

(0.24

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realized gain on auction rate securities

 

 

(0.00

)

 

 

 

 

(0.00

)

 

 

 

Goodwill impairment

 

 

 

 

 

0.25

 

 

 

 

 

0.25

 

Depreciation and amortization

 

 

0.02

 

 

0.05

 

 

0.05

 

 

0.09

 

Non-cash share based compensation expense

 

 

0.01

 

 

0.02

 

 

0.01

 

 

0.03

 

Tax effect of applicable non-GAAP adjustments

 

 

(0.00

)

 

(0.01

)

 

(0.01

)

 

(0.01

)

Adjustments to GAAP net loss per diluted common share

 

 

0.03

 

 

0.31

 

 

0.05

 

 

0.36

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP adjusted net income (loss) per diluted common share

 

$

0.02

 

$

0.06

 

$

(0.02

)

$

0.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

34,791

 

 

36,117

 

 

34,772

 

 

36,225

 

 

 

# # #

 

 

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