-----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, BrDd5u0/y0pqz4j4XAKt4PECIzPp6O50gcTuLcWG/e6jkoQvwhAGZYZZD5NfG74a nOZhA/j+o0WIQcNbE+G7ag== 0000874263-98-000016.txt : 19980924 0000874263-98-000016.hdr.sgml : 19980924 ACCESSION NUMBER: 0000874263-98-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980923 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAVA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000874263 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 841042227 STATE OF INCORPORATION: C0 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19167 FILM NUMBER: 98713337 BUSINESS ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVE STREET 2: STE 820 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 3037719794 MAIL ADDRESS: STREET 1: 7887 EAST BELLEVIEW AVENUE STREET 2: SUITE 820 CITY: ENGLEWOOD STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: TOPRO INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ENTERINVESTMENT CORP DATE OF NAME CHANGE: 19600201 8-K 1 FORM 8-K 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 September 23, 1998 ------------------ Date of Report (Date of Earliest Event Reported) TAVA TECHNOLOGIES, INC. ----------------------- (Exact name of Registrant as specified in its charter) Colorado 0-19167 84-1042227 -------------------------------- ---------- ------------ (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File No.) I. D. Number) 7887 E. Belleview Avenue, Suite 820 Englewood, Colorado 80111 ----------------------------------------- -------- (Address of principal executive offices) (zip code) (303) 771-9794 --------------- (Registrant's telephone number, including area code) Item 5. Other Events. On September 23, 1998 the Company announced results of operations for the year ended June 30, 1998. The Company's Press Release dated September 23, 1998, which is filed as Exhibit 20.1 hereto, is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The following exhibit is filed with this Report: 20.1 Press Release dated September 23, 1998. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TAVA Technologies, Inc. Date: September 23, 1998 By:/s/ John Jenkins ------------------ John Jenkins, President and CEO EX-20.1 2 EXHIBIT 20.1 Exhibit 20.1 PRESS RELEASE TAVA TECHNOLOGIES, INC. ANNOUNCES YEAR END RESULTS FOR 1998 September 23, 1998 - TAVA Technologies, Inc., (NASDAQ: TAVA) Denver, Colorado, a leading provider of automation and information technology solutions to industry, announced results for its fiscal year and fourth quarter ending June 30, 1998. Revenues for the year increased 31% to a record $48,363,000 from $36,843,000 recorded in 1997. Gross profit increased by 51% to $18,953,000 or 39.2% of revenue from $12,521,000 (34.0%) in 1997. Earnings before interest, taxes, depreciation and amortization were $2,778,000 for the year compared with a negative $71,000 in 1997. The Company recorded a net loss of applicable to common shareholders of $310,000 ($.02 per share) compared to a loss of $2,750,000 ($.31 per share) for 1997. Revenues for the fourth quarter increased 56% to a record $14,893,000 from $9,556,000 recorded in the fourth quarter of 1997. The Company recorded net income for the fourth quarter of $605,000 ($.03 per share) compared to a fourth quarter loss of $ 3,234,000 in 1997. Earnings before taxes, interest, depreciation and amortization were $1,759,000 for the quarter. John Jenkins, CEO stated "We expect the solid trends of growth and general improvement in our business to continue and accelerate. Revenue growth from our third to fourth quarter; 1998 was 28%; earnings before interest taxes and depreciation were up nearly 82% and earnings per share tripled He added, "Our annual revenues included a $14,390,000 contribution from our Y2k products and services, of that total, $4,129,000 was product sales and license fees in the fourth quarter. We expect significant additional growth from this sector in 1999." Doug Kelsall, CFO added, "The Company's balance sheet has improved dramatically from one year ago. Working capital at June 30, 1998 was $17,605,000 as compared to $168,000 in 1997." Kelsall added, "Gross margin as recorded for the quarter and year includes the effect of modifications in overhead allocation methods that were made to reflect changes in corporate and operating structure. The effect of these changes was to reduce recorded G&A and increase costs of sales. Before including the effect of these changes, Q4 gross margin was computed at 51% of revenue, a 48% increase in gross profit on Q3 1998. These modifications have no effect on EBITDA , net income or EPS." As a general update to the Company's activity, Jenkins, provided the following: "The Company's business and performance continues to grow and improve. Currently active projects across the organization total more than 500 with approximately 240 those Y2k related. The Company is currently active in Y2k work at more than 300 sites around the world. Headcount at the end of August totaled approximately 520. This is up from 380 in March. The Company booked $62,000,000 of new orders in its fiscal 1998. This provides an opening backlog for 1999 of more than $24,000,000. As we have explained previously, booked order values for Y2k generally include only estimates of products and services included in the inventory and assessment stage of a project. As we extend into remediation work with a client, this is done either as an extension and expansion of the original contract or a new contract. As previously announced, our bookings for Y2k business increased sharply at the very end of our fourth quarter. We expect that bookings for Q1/99 will track at or above the rate of Q4. In spite of the late arrival of many of the orders in Q4, we posted a 28% increase in revenue, Q4 over Q3 and believe that we should see an accelerated revenue increase from Q4 to Q1. The total number of sites covered by Y2k specific contracts or master consulting agreements has now climbed to approximately 4000. While the Company does not expect to provide products and services to all these sites, it does expect to address a substantial number of these, and of course those from future bookings. Eleven of the Company's clients are now engaged in some remediation activity, with others very close to that stage. For current clients that have progressed far enough in assessment for us to make a reasoned calculation, we estimate the total costs of those remediation projects at more than $150,000,000. It is clear that all clients will not complete their remediation projects prior to December 31, 1999. We do not expect that the Company will execute all of the estimated remediation project activity. The Company continues to experience core business opportunity growth from its Y2k activity. As an example, at one particular client, TAVA had previously done work in 10 of their facilities in the U.S. We now forecast that in the course of the next 14 months, we will work in between 100 and 150 of their U.S. facilities. All of these facilities are potential purchasers of TAVA's non-Y2k products and services. This example is repeated many times across the scope of our Y2k business base. Given the general late start in addressing the embedded system issue, most of our Y2k clients are confining current spending to Y2k projects until they better understand the scope. That said, we have already booked non-Y2k business with some new Y2k clients and have clear indications from many that they see TAVA clearly as a supplier beyond year 2000. The content and quality of our database information continues to be a major competitive advantage for us. In addition, it has positioned us to address rapidly additional leverage opportunities such as addressed below very rapidly. We added more than 10,000 items to our database in Q4, which now stands at approximately 40,000 items. Our research capacity is now operating at a rate of approximately 1000 new items per week. The "hit rate" on client inventories continues to climb now that the fourth quarter surge of orders has been processed. In Q4, client inventory items processed through our Y2k compliance database numbered more than 55,000 resulting in approximately 20,000 billable database reports after reduction for unique items. As an indication of the sharp ramp in demand, we expect to process nearly 80,000 client inventory items and generate more than 35,000 billable database reports in Q1. The Company issued more than 200 licenses in Q4/99. This figure includes multiple licenses to a number of clients. The Company's position in the utility market through TAVA/Beck, LLC is also growing rapidly. While there was no material contribution from the venture in Q4/99, we expect a solid positive financial contribution in Q1. This will be in the form of an equity change given the structure of the deal. The Company's licensee Colorado Med Tech is also having increasing success in the health care industry. We expect that contribution from license revenues will begin in our second quarter. The Company's alliance and solution provider partner programs continue to expand in scope and impact. The Company recently signed a solution provider partner agreement with Unisys. Unisys and TAVA are teamed on a Y2k engagement with a major domestic airline. The Unisys agreement has generated significant early positive response, particularly from their international operations. The Company also recently executed a business partner agreement with the IBM Greater China Group. IBM will market TAVA's PlantY2kOne products and services for resale and will be using the product to address the non-IT portion of its own Y2k business. Earnings Recap: (Numbers are in $000's, except per share amounts)
Quarter Quarter Year Year Ending Ending Ending Ending June 30, 1998 June 30, 1997 June 30, 1998 June 30, 1997 ------------- ------------- ------------- ------------- Revenue $ 14,893 $ 9,556 $ 48,363 $ 36,843 Cost of Sales 8,318 6,592 29,410 24,322 - ------------------------------------------------------------------------------------------------------------- Gross Margins 6,575 2,964 18,953 12,521 SG&A 4,884 5,054 16,360 12,546 Amort of Goodwill & Cap Sftwr + Depr. 967 773 2,382 1,582 - ------------------------------------------------------------------------------------------------------------- Total Expenses 5,851 5,827 18,742 14,128 Other Income ( Expenses) (119) (361) (461) (1,080) - -------------------------------------------------------------------------------------------------------------- Net Income (loss) $ 605 $ (3,224) $ (250) $ (2,735) Net Income (loss) applicable to comn shldr. 605 (3,239) (310) (2,750) Per share -basic 0.03 (0.28) (0.02) (0.31) Per share - diluted 0.03 (0.28) (0.02) (0.31) Weighted average shares - basic 21,471,000 11,532,000 18,356,000 8,882,000 Weighted average shares - diluted 23,194,000 11,532,000 18,356,000 8,882,000 EBITDA $ 1,759 $ (2,133) $ 2,778 $ (71)
Balance Sheet Info: June 30, 1998
Assets Liabilities and Equity - ------- ----------------------- Cash $ 4,993 Total Current Liabilities $ 10,260 Other Current 22,872 Long Term Liabilities 5,589 Total Current assets 27,865 Total Liabilities 15,847 Other Assets 16,316 Shareholder's Equity 28,333 - --------------------------------------------------------------------------------------------------------- Total Liabilities and Total Assets $ 44,181 Shareholder's Equity $ 44,181 Working Capital $ 17,605
Statements made in this Press Release that are not historical or current facts are "forward looking statements" made pursuant to the safe harbor provisions of federal securities laws. Forward-looking statements represent management's best judgment as to what may occur in the future, but are subject to certain risks and uncertainties that could cause actual results and events to differ materially from those presently anticipated or projected. Such factors include adverse economic conditions, entry of new and stronger competitors, inadequate capital, unexpected costs, failure to integrate operations of recently acquired subsidiaries and failure to capitalize upon access of new clientele. Specific risks and uncertainties which may affect forward-looking statements about the Company's Plant Y2K One(TM) business and prospects include the possibility that a competitor will develop a more comprehensive or less expensive Y2K solution, and delays in market awareness of Tava and its product and service solutions. These factors and others are discussed in the "Management's Discussion and Analysis" section of the Company's most recent Annual Report on Form 10-KSB, to which reference should be made. CONTACTS: Investor Relations TAVA Technologies, Inc. Pacific Consulting Group, Inc. John Jenkins, CEO Scott Liolios Doug Kelsall, CFO Telephone (949) 574-3860 Telephone (303) 771-9794 Media: Barnhardt/CMI Public Relations Margaret Ebeling (303) 626-7200 -----END PRIVACY-ENHANCED MESSAGE-----