8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 9, 2004

ZAMBA CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	41-1636021
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
0-22718
(Commission File No.)
3033 Excelsior Blvd., Suite 200, Minneapolis, Minnesota 55416
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (952) 832-9800

Item 12.  Results of Operations and Financial Condition.

On August 9, 2004, Zamba Corporation (“Zamba”) announced earnings for the fiscal quarter ended June 30, 2004.  A copy of the Press Release issued by Zamba in connection with this Report on Form 8-K under Item 12 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this report and the exhibits attached hereto are being furnished pursuant to Item 12 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Index to Exhibits

Exhibit No.	Document
99.1	Press Release dated August 9, 2004, announcing earnings for the fiscal quarter ended June 30, 2004, of Zamba Corporation

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.

	Zamba Corporation
	By:	/s/ Ian L. Nemerov
		Ian L. Nemerov
		Secretary and General Counsel
Dated: August 9, 2004

2

EX-99.1

Exhibit 99.1

Contacts:	Michael H. Carrel
	President and CEO
	(952) 844-3113
	mcarrel@ZAMBAsolutions.com

ZAMBA SOLUTIONS ANNOUNCES RESULTS FOR
SECOND QUARTER 2004

MINNEAPOLIS – August 9, 2004 – ZAMBA Solutions (OTC BB: ZMBA) today announced its results for the second quarter ended June 30, 2004.  Revenues before reimbursement of direct costs were $1,602,000, a 26% decline compared to first quarter 2004 revenue of $2,161,000, and a 38% decline compared to second quarter 2003 revenue of $2,601,000.  Net loss was $607,000, or ($0.02) per share, compared to net income of $774,000, or $0.02 per share, including a $743,000 gain on sales of a portion of our NextNet shares for the first quarter of 2004, and net income of $779,000, or $0.02 per share, including a $750,000 gain resulting from sales of a portion of our NextNet shares for the second quarter of 2003.

About ZAMBA Solutions

ZAMBA Solutions is a premier customer care services company.  We help our clients be more successful in: acquiring, servicing, and retaining their customers.  Having served over 300 clients, ZAMBA is focused on customer-centric services by leveraging best practices and best-in-class technology to enable insightful, consistent interactions across all customer touchpoints.

ZAMBA’s clients have included Best Buy, Canon, GE Medical Systems, Direct Energy Essential Home Services, Fleet Bank, Hertz, General Mills, Microsoft Great Plains, Nikon, Northrop Grumman, Symbol Technologies, Union Bank of California, and Volkswagen of America. The company has offices in Minneapolis, San Jose and Toronto. For more information, contact ZAMBA at www.ZAMBAsolutions.com or (800) 677-9783.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward looking statements. Factors that impact such forward looking statements include, among others, the growth rate of the marketplace for customer-centric solutions, our ability to develop skills in implementing customer-centric solutions, our ability to obtain consulting engagements, our ability to maintain and grow our revenues and profitability, the ability of our partners to maintain competitive products, the impact of competition and pricing pressures from actual and potential competitors with greater financial resources, our ability to obtain large-scale consulting services agreements, our ability to fund our operations, client decision-making processes, changes in expectations regarding the information technology industry, our ability to hire and retain competent employees, possible changes in collections of accounts receivable, changes in general economic conditions and interest rates, and other factors identified in our filings with the Securities and Exchange Commission.

“ZAMBA Solutions” is a trade name under which Zamba Corporation conducts operations.

ZAMBA CORPORATION

SUMMARIZED CONSOLIDATED BALANCE SHEETS

(000’s omitted)

	June 30, 2004			December31, 2003
ASSETS
Cash and cash equivalents	$	344		$	699
Accounts receivable, net	829			618
Unbilled receivables	79			79
Prepaid expenses and other current assets	91			108
Total current assets	1,343			1,504
Property and equipment, net	185			326
Other assets	56			57
TOTAL ASSETS	$	1,584		$	1,887
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current maturities of long-term debt	$	239		$	—
Line of credit	296			436
Accounts payable	95			128
Accrued expenses	831			919
Deferred revenue	51			187
Deferred gain on sale of NextNet shares	—			783
Total current liabilities	1,512			2,453
Long-term debt, less current maturities	169			—
Common stock	389			389
Additional paid-in capital	86,382			86,080
Accumulated deficit	(86,868		)	(87,035		)
Total stockholders’ deficit	(97		)	(566		)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,584		$	1,887

ZAMBA CORPORATION

SUMMARIZED CONSOLIDATED STATEMENTS OF OPERATIONS

(000’s omitted except for
per share information)

	For the three months ended June 30,						For the six months ended June 30,
	2004			2003			2004			2003
Revenues:
Professional services	$	1,602		$	2,601		$	3,763		$	5,111
Reimbursable expenses	131			253			317			517
Total revenues	1,733			2,854			4,080			5,628
Costs and expenses:
Project and personnel costs	1,169			1,513			2,400			2,955
Reimbursable expenses	131			253			317			517
Sales and marketing	171			275			368			524
General and administrative	677			764			1,356			1,546
Non-recurring items	129			—			129			—
Income (loss) from operations	(544		)	49			(490		)	86
Other income (expense):
Gain on sale of NextNet shares	—			750			743			2,603
Interest expense	(63		)	(20		)	(86		)	(47		)
Other income (expense), net	(63		)	730			657			2,556
Income (loss) before extraordinary item	(607		)	779			167			2,642
Extraordinary gain from extinguishment of debt	—			—			—			198
Net income (loss)	$	(607	)	$	779		$	167		$	2,840
Net income (loss) per share:
Basic	$	(0.02	)	$	0.02		$	0.00		$	0.07
Diluted	$	(0.02	)	$	0.02		$	0.00		$	0.07