Cartesian 10Q 2007 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2007


o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-27617

THE MANAGEMENT NETWORK GROUP, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		48-1129619
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7300 COLLEGE BLVD., SUITE 302, OVERLAND PARK, KS		66210
(Address of principal executive offices)		(Zip Code)

913-345-9315

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Accelerated Filero Large Accelerated Filero Non- Accelerated Filerþ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of August 9, 2007, TMNG had outstanding 35,815,177 shares of common stock.

THE MANAGEMENT NETWORK GROUP, INC.

INDEX


	PAGE
PART I. FINANCIAL INFORMATION:

ITEM 1. Condensed Consolidated Financial Statements (unaudited):

Condensed Consolidated Balance Sheets — June 30, 2007 and December 30, 2006		3

Condensed Consolidated Statements of Operations and Comprehensive Loss — Thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006		4

Condensed Consolidated Statements of Cash Flows — Twenty-six weeks ended June 30, 2007 and July 1, 2006		5

Notes to Condensed Consolidated Financial Statements		6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk		22

ITEM 4. Controls and Procedures		22

ITEM 4T. Controls and Procedures		23

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings		23

ITEM 1A. Risk Factors		24

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds		24

ITEM 3. Defaults Upon Senior Securities		24

ITEM 4. Submission of Matters to a Vote of Security Holders		24

ITEM 5. Other Information		24

ITEM 6. Exhibits		24

Signatures		25

Exhibits		26
Membership Interest Purchase Agreement
Section 302 Certifications
Section 906 Certification

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

(unaudited)


	June 30,			December 30,
	2007			2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	9,992		$	11,133
Short-term investments		20,325			27,200
Receivables:
Accounts receivable		11,361			5,063
Accounts receivable — unbilled		4,866			3,654

		16,227			8,717
Less: Allowance for doubtful accounts		(530	)		(378	)

		15,697			8,339
Prepaid and other assets		1,668			2,257

Total current assets		47,682			48,929

Property and equipment, net		1,279			846
Goodwill		13,365			13,365
Licenses and other identifiable intangible assets, net		7,930			1,189
Other assets		922			967

Total Assets	$	71,178		$	65,296


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade accounts payable	$	2,391		$	1,446
Accrued payroll, bonuses and related expenses		3,765			1,965
Other accrued liabilities		3,016			2,019
Income tax liabilities		1,475			271
Accrued contingent consideration		1,880
Unfavorable and other lease obligations		666			649

Total current liabilities		13,193			6,350

NONCURRENT LIABILITIES:
Deferred income tax liability		2,074
Unfavorable and other lease obligations		1,951			2,189
Other noncurrent liabilities		508

Total noncurrent liabilities		4,533			2,189

Commitments and contingencies (Note 9)
STOCKHOLDERS’ EQUITY:
Common stock:
Voting — $.001 par value, 100,000,000 shares authorized; 36,010,253 and 35,989,081 issued as of June 30, 2007 and December 30, 2006, respectively; 35,810,253 and 35,789,081 shares outstanding as of June 30, 2007 and December 30, 2006, respectively		36			36
Preferred stock — $.001 par value, 10,000,000 shares authorized; no shares issued or outstanding Additional paid-in capital		171,168			171,117
Accumulated deficit		(117,865	)		(114,321	)
Treasury stock, at cost, 200,000 shares as of June 30, 2007 and December 30, 2006, respectively		(345	)		(345	)
Accumulated other comprehensive income —
Foreign currency translation adjustment		458			270

Total stockholders’ equity		53,452			56,757

Total Liabilities and Stockholders’ Equity	$	71,178		$	65,296

See notes to condensed consolidated financial statements.

THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share data)

(unaudited)


	Thirteen Weeks Ended						Twenty-six Weeks Ended
	June 30,			July 1,			June 30,			July 1,
	2007			2006			2007			2006
Revenues	$	15,120		$	9,541		$	30,233		$	16,704
Cost of services [includes net non-cash share-based compensation expense (credits) of $81 and $170 for the thirteen weeks ended June 30, 2007 and July 1, 2006, respectively, and $(67) and $371 for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively]		8,475			4,890			16,794			8,442

Gross Profit		6,645			4,651			13,439			8,262
Operating Expenses:
Selling, general and administrative [includes net non-cash share-based compensation expense of $307 and $784 for the thirteen weeks ended June 30, 2007 and July 1, 2006, respectively, and $11 and $1,351 for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively]		7,054			7,516			13,834			13,154
Special Committee investigation (1)		789						2,348
Intangible asset amortization		552			236			1,092			351

Total operating expenses		8,395			7,752			17,274			13,505

Loss from operations		(1,750	)		(3,101	)		(3,835	)		(5,243	)
Other income (loss):
Interest income		381			546			798			1,081
Other, net					(1	)					(1	)

Total other income		381			545			798			1,080

Loss before income tax provision		(1,369	)		(2,556	)		(3,037	)		(4,163	)
Income tax provision		(285	)		(13	)		(284	)		(34	)

Net loss		(1,654	)		(2,569	)		(3,321	)		(4,197	)

Other comprehensive item — Foreign currency translation adjustment		146			46			188			50

Comprehensive loss	$	(1,508	)	$	(2,523	)	$	(3,133	)	$	(4,147	)


Loss per common share
Basic and diluted	$	(0.05	)	$	(0.07	)	$	(0.09	)	$	(0.12	)


Weighted average shares used in calculation of net loss per common share
Basic and diluted		35,766			35,731			35,741			35,678


(1)		For a summary of the Special Committee investigation, refer to Note 2 of the Consolidated Financial Statements included in the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on May 14, 2007.

See notes to condensed consolidated financial statements.

THE MANAGEMENT NETWORK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	For the Twenty-six Weeks Ended
	June 30,			July 1,
	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,321	)	$	(4,197	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,681			555
Share-based compensation		(56	)		1,722
Deferred income taxes		(451	)
Bad debt expense		290			127
Other changes in operating assets and liabilities:
Accounts receivable		(2,016	)		(2,440	)
Accounts receivable — unbilled		221			(1,706	)
Prepaid and other assets		1,256			(255	)
Trade accounts payable		660			(196	)
Income tax liabilities		680
Accrued liabilities		527			458

Net cash used in operating activities		(529	)		(5,932	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments					(5,900	)
Proceeds from maturities and sales of short-term investments		6,875			8,850
Acquisition of business, net of cash acquired		(7,238	)		(1,339	)
Acquisition of property and equipment		(120	)		(304	)


Net cash (used in) provided by investing activities		(483	)		1,307


CASH FLOWS FROM FINANCING ACTIVITIES:
Payments made on long-term obligations		(307	)		(296	)
Proceeds from exercise of stock options		70			238
Issuance of common stock through employee stock purchase plan		36			74


Net cash (used in) provided by financing activities		(201	)		16


Effect of exchange rate on cash and cash equivalents		72			50


Net decrease in cash and cash equivalents		(1,141	)		(4,559	)
Cash and cash equivalents, beginning of period		11,133			10,951

Cash and cash equivalents, end of period	$	9,992		$	6,392


Supplemental disclosure of cash flow information:
Cash paid during period for interest	$	—		$	1

Cash paid during period for income taxes, net of refunds	$	(2	)	$	16

Accrued property and equipment additions	$	8		$	24

See notes to condensed consolidated financial statements.

THE MANAGEMENT NETWORK GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Reporting

The condensed consolidated financial statements and accompanying notes of The Management Network Group, Inc. (“TMNG,” “TMNG Global,” “we,” “us,” “our,” or the “Company”) as of June 30, 2007, and for the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006 are unaudited and reflect all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the Company’s condensed consolidated financial position, results of operations, and cash flows as of these dates and for the periods presented. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information. Consequently, these statements do not include all the disclosures normally required by US GAAP for annual financial statements nor those normally made in the Company’s annual report on Form 10-K. Accordingly, reference should be made to the Company’s annual consolidated financial statements and notes thereto for the fiscal year ended December 30, 2006, included in the 2006 Annual Report on Form 10-K (“2006 Form 10-K”) for additional disclosures, including a summary of the Company’s accounting policies. The Condensed Consolidated Balance Sheet as of December 30, 2006 has been derived from the audited Consolidated Balance Sheet at that date but does not include all of the information and footnotes required by US GAAP for complete financial statements.

Principles of Consolidation— The consolidated statements include the accounts of TMNG and its wholly-owned subsidiaries. On January 2, 2007, the Company acquired one-hundred percent of the outstanding common stock of Cartesian Limited (“Cartesian”), a United Kingdom-based software engineering and consulting firm. The results of Cartesian are included in the results of operations subsequent to the date of acquisition. A wholly-owned subsidiary, Cambridge Adventis Ltd., was formed in March 2006. On April 3, 2006, Cambridge Adventis Ltd. acquired the business and primary assets of Adventis Ltd., the international operations of Adventis Corporation, a global consulting firm specializing in telecom, technology and digital media. The results of Cambridge Adventis Ltd. are included in the results of operations subsequent to the date of formation.

Revenue Recognition— We recognize revenue from time and materials consulting contracts in the period in which our services are performed. In addition to time and materials contracts, our other types of contracts include time and materials contracts not to exceed contract price, fixed fee contracts, and contingent fee contracts. We recognize revenues on fixed fee contracts and time and materials contracts not to exceed contract price using the percentage of completion method prescribed by AICPA Statement of Position (“SOP”) No. 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.”

As a result of the Cartesian acquisition, the Company now develops, installs and supports customer software in addition to its traditional consulting services. The Company recognizes revenue in connection with its software sales agreements utilizing the SOP No. 81-1 percentage of completion method. These agreements include software right-to-use licenses (“RTU’s”) and related customization and implementation services. Due to the long-term nature of the software implementation and the extensive software customization based on customer specific requirements normally experienced by the Company, both the RTU and implementation services are treated as a single element for revenue recognition purposes.

The SOP No. 81-1 percentage-of-completion methodology involves recognizing revenue using the percentage of services completed, on a current cumulative cost to total cost basis, using a reasonably consistent profit margin over the period. Due to the longer term nature of these projects, developing the estimates of costs often requires significant judgment. Factors that must be considered in estimating the progress of work completed and ultimate cost of the projects include, but are not limited to, the availability of labor and labor productivity, the nature and complexity of the work to be performed, and the impact of delayed performance. If changes occur in delivery, productivity or other factors used in developing the estimates of costs or revenues, we revise our cost and revenue estimates, which may result in increases or decreases in revenues and costs, and such revisions are reflected in income in the period in which the facts that give rise to that revision become known.

In addition to the professional services related to the customization and implementation of its software, the Company also provides post-contract support (“PCS”) services, including technical support and maintenance services. For those contracts that include PCS service arrangements which are not essential to the functionality of the software solution, we separate the SOP No. 81-1 software services and PCS services utilizing the multiple-element arrangement model prescribed by Emerging Issues Task Force (“EITF”) No. 00-21, “Revenue Arrangements with Multiple Deliverables.” EITF No. 00-21 addresses the accounting treatment for an arrangement to provide the delivery or performance of multiple products and/or services where the delivery of a product or system or performance of services may occur at different points in time or over different periods of time. The Company utilizes EITF No. 00-21 to separate the PCS service elements and allocate total contract consideration to the contract elements based on the relative fair value of those elements. Revenues from PCS services are recognized ratably on a straight-line basis over the term of the support and maintenance agreement.

contracts are typically more results-oriented and are subject to greater risk associated with revenue recognition and overall project profitability than traditional time and materials contracts. Revenues and costs associated with contingent fee contracts were not material for the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006.

Research and Development and Capitalized Software Costs- Software development costs are accounted for in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.” Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs require considerable judgment by management concerning certain external factors including, but not limited to, the date technological feasibility is reached, anticipated future gross revenue, estimated economic life and changes in software and hardware technologies. We capitalize development costs incurred during the period between the establishment of technological feasibility and the release of the final product to customers if such costs are material. During the thirteen and twenty-six weeks ended June 30, 2007, $179,000 and $451,000, respectively, of these costs were expensed as incurred. No software development costs were capitalized during the thirteen and twenty-six weeks ended June 30, 2007. No software development costs were incurred in the thirteen and twenty-six weeks ended July 1, 2006.

The Company also incurs research and development costs associated with development of new offerings and services. These product development costs are expensed as incurred. Research and development costs associated with product development were $101,000 and $281,000 in the thirteen and twenty-six weeks ended July 1, 2006, respectively. No product development costs were incurred in the thirteen and twenty-six weeks ended June 30, 2007.

Recent Accounting Pronouncements— In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements.” This statement defines fair value, establishes a framework for using fair value to measure assets and liabilities, and expands disclosures about fair value measurements. The statement applies whenever other statements require or permit assets or liabilities to be measured at fair value. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of this adoption on our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities.” This statement permits entities to choose to measure many financial instruments and certain other items at fair value. If the fair value option is elected, unrealized gains and losses will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the impact of this adoption on our consolidated financial statements.

2. Business Combinations

On January 2, 2007, the Company acquired one-hundred percent of the outstanding common stock of Cartesian for a total purchase price of approximately $6.5 million, plus up to approximately $9.2 million in potential future earn-out consideration based upon the performance of Cartesian after the closing date. An additional $0.5 million in transaction costs were capitalized as part of the purchase price. The selling shareholders continue to be employed by and manage Cartesian after the closing date pursuant to written employment agreements. Any future purchase consideration is not contingent on the continued employment of the selling shareholders. TMNG assumed all liabilities of Cartesian, subject to certain tax indemnities on the part of the selling shareholders.

The measurement of the respective assets and liabilities recognized in connection with the acquisition has been made in accordance with the provisions of SFAS No. 141, “Business Combinations.” The fair value of the net assets acquired in the Cartesian acquisition exceeded the total consideration paid by the Company, resulting in negative goodwill of $3.8 million. Because the acquisition involves contingent consideration, the Company is required to recognize additional purchase consideration equal to the lesser of the negative goodwill or the maximum amount of contingent consideration of $9.2 million. The negative goodwill is included in the total purchase price and reflected as a current liability based on the anticipated resolution of the contingent feature. If and when contingent payments are earned, we will apply the payments against these contingent liabilities. Any contingent payments in excess of the initial accrued contingent consideration will be recorded as goodwill. To the extent contingent payments are not made, the Company will reduce the basis of certain acquired assets and any remaining negative goodwill will be charged to the results of operations as an extraordinary gain. During the thirteen and twenty-six weeks ended June 30, 2007, $2.0 million of the earn-out consideration was earned and paid. The payment of the earn-out consideration reduced the liability for accrued contingent consideration. Potential earn-out payments in excess of amounts already paid total $7.2 million at June 30, 2007.

The aggregate purchase price of $10.9 million consisted of the following (in thousands):


Cash	$	7,030
Accrued contingent consideration		3,824

Total purchase price	$	10,854

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed as of the date of acquisition. The allocation of the purchase price is based on preliminary estimates and is subject to further refinement. The preliminary allocation of the purchase price assigned to identifiable intangible assets was determined with the assistance of an independent appraisal firm.

At January 2, 2007

(Amounts in Thousands)


Acquired cash	$	1,787
Other current assets		6,192
Property, plant and equipment		533
Customer relationships		2,368
Acquired software		2,961
Employment agreements		1,974
Customer backlog		395
Tradename		395


Total assets acquired		16,605


Current liabilities assumed		3,332
Deferred income tax liabilities recognized		2,419


Total liabilities assumed and recognized		5,751


Net assets acquired	$	10,854

The following table summarizes the estimated useful life for the identifiable intangible assets. No residual values have been identified with these assets and each are amortized on a straight-line basis.


	Estimated
	useful life
Identifiable Intangible Asset	(in months)
Customer relationships		48
Acquired software		48
Employment agreements		36
Customer backlog		12
Tradename		24

The transaction was structured as a stock acquisition, therefore the goodwill and specifically identifiable intangible assets recorded in the transaction will not be deductible for income tax purposes.

On April 3, 2006, TMNG acquired the business and primary assets of Adventis Ltd., the international operations of Adventis Corporation, a Delaware corporation and the parent of Adventis Ltd., a global consulting firm specializing in the interrelated sectors of telecom, technology and digital media. The acquired operations of Adventis Ltd. consisted of 27 consultants located in London, Berlin, and Shanghai with revenues from clients in Europe and Asia. The transaction was valued at a purchase price of approximately $1.93 million, with approximately $1.5 million paid in cash at closing, plus the assumption of approximately $432,000 in net working capital deficiency, which included $269,000 in professional fees and other costs related directly to the acquisition. During the fourth quarter of fiscal year 2006, the Company recognized a $2.1 million charge for the impairment of the carrying amount of Adventis Ltd. The impairment charge was the result of lower than expected operating results coupled with a reduction in the size and scope of operations which impacted our assessment of future cash flows of the Adventis business. The impairment charge reduced the net carrying amount of Adventis intangible assets to zero.

The operating results of Adventis and Cartesian have been included in the Condensed Consolidated Statements of Operations and Comprehensive Loss subsequent to the date of the purchases. The following reflects pro forma combined results of the Company, Cartesian and Adventis as if the acquisitions had occurred as of the earliest period presented. In management’s opinion, this pro forma information does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations of the combined entities.


	For the Thirteen			For the Twenty-six
	Weeks Ended			Weeks Ended
	July 1,			July 1,
(in thousands, except per share amounts)	2006			2006
Total revenues	$	12,070		$	22,927
Net loss	$	(2,438	)	$	(4,442	)
Basic and diluted net loss per common share	$	(0.07	)	$	(0.12	)

3. Business Segments

The Company identifies its segments based on the way management organizes the Company to assess performance and make operating decisions regarding the allocation of resources. In accordance with the criteria in SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information,” the Company has concluded it has two reportable segments beginning in the first quarter of fiscal 2007, the Management Consulting Services segment and the Software Solutions segment. The Management Consulting Services segment is comprised of four operating segments (Operations, Strategy, Marketing and International) which are aggregated into one reportable segment. Management Consulting Services includes consulting services related to business strategy and planning, marketing and customer relationship management, billing system support, operating system support, revenue assurance, corporate investment services, and business model transformation. Software Solutions is a single reportable operating segment that provides custom developed software, consulting and technical services. These services range from developing initial business and system requirements, to software development, software configuration and implementation, and post-contract customer support.

The accounting policies for the segments are the same as those described in the summary of significant accounting policies in Note 1 and in the Company’s 2006 Form 10-K. Management evaluates segment performance based upon income (loss) from operations, excluding share-based compensation (benefits), depreciation and intangibles amortization. Inter-segment sales were approximately $0.2 million in the thirteen and twenty-six weeks ended June 30, 2007. The Company had one reporting segment during the thirteen and twenty-six weeks ended July 1, 2006, the Management Consulting Services segment.

Summarized financial information concerning the Company’s reportable segments is shown in the following table (amounts in thousands):


	Management				Not
	Consulting		Software		Allocated to
	Services		Solutions		Segments			Total
For the twenty-six weeks ended June 30, 2007:
Revenues	$	19,297	$	10,936				$	30,233
Income (loss) from operations		6,186		3,042	$	(13,063	)		(3,835	)
Total assets	$	9,320	$	6,377	$	55,481		$	71,178

For the thirteen weeks ended June 30, 2007:
Revenues	$	9,465	$	5,655				$	15,120
Income (loss) from operations		3,002		1,615	$	(6,367	)		(1,750	)

For the twenty-six weeks ended July 1, 2006:
Revenues	$	16,704						$	16,704
Income (loss) from operations		5,832			$	(11,075	)		(5,243	)
Total assets	$	11,171			$	61,963		$	73,134

For the thirteen weeks ended July 1, 2006:
Revenues	$	9,541						$	9,541
Income (loss) from operations		2,823			$	(5,924	)		(3,101	)

Segment assets, regularly reviewed by management as part of its overall assessment of the segments’ performance, include both billed and unbilled trade accounts receivable, net of allowances, and certain other assets. Assets not assigned to segments include cash and cash equivalents, property and equipment, goodwill and intangible assets and deferred tax assets, excluding deferred tax assets recognized on accounts receivable reserves, which are assigned to their respective segment.

In accordance with the provisions of SFAS No 131, revenues earned in the United States and internationally based on the location where the services are performed are shown in the following table (amounts in thousands):


	For the Thirteen Weeks				For the Twenty-six Weeks
	Ended				Ended
	June 30,		July 1,		June 30,		July 1,
	2007		2006		2007		2006
United States	$	7,326	$	6,978	$	14,921	$	13,923
International:
United Kingdom		7,314		1,735		13,839		1,953
Germany		173		467		689		467
Japan				252		220		252
Ireland		133				194
Other		174		109		370		109

Total	$	15,120	$	9,541	$	30,233	$	16,704

4. Goodwill and Other Identifiable Intangible Assets

There were no changes in the carrying amounts of goodwill during the thirteen weeks and twenty-six weeks ended June 30, 2007.

Included in the Company’s consolidated balance sheets as of June 30, 2007 (reflecting the acquisition of Cartesian on January 2, 2007) and December 30, 2006, are the following identifiable intangible assets (amounts in thousands):


	June 30, 2007					December 30, 2006
			Accumulated					Accumulated
	Cost		Amortization			Cost		Amortization
Acquired software	$	3,010	$	(376	)
Customer relationships		2,407		(301	)	$	1,908	$	(1,879	)
Employment agreements		2,006		(334	)
Customer backlog		401		(200	)
Tradename		401		(100	)
S3 license agreement		1,500		(484	)		1,500		(340	)


	$	9,725	$	(1,795	)	$	3,408	$	(2,219	)

The customer relationships of $1.9 million as of December 30, 2006 were fully amortized during the thirteen weeks ended March 31, 2007.

Intangible amortization expense for the thirteen weeks ended June 30, 2007 and July 1, 2006 was $738,000 and $236,000, respectively, including $186,000 reported in cost of services for the thirteen weeks ended June 30, 2007. Intangible amortization expense for the twenty-six weeks ended June 30, 2007 and July 1, 2006 was $1,461,000 and $351,000, respectively, including $369,000 reported in cost of services for the twenty-six weeks ended June 30, 2007. Future intangible amortization expense is estimated to be approximately as follows (in thousands):


			Estimated
			intangible
	Total estimated		amortization to
	intangible		be included in
Future Period	amortization		cost of services
Remainder of fiscal year 2007	$	1,458	$	376
Fiscal year 2008		2,514		752
Fiscal years 2009 — 2011		3,958		1,505

5. Share-Based Compensation

The Company applies the provisions of SFAS No. 123R, “Share-Based Payment,” which establishes the accounting for stock-based awards. The Company issues stock option awards and nonvested share awards under its share-based compensation plans. The key provisions of the Company’s share-based compensation plans are described in Note 5 of the Company’s consolidated financial statements included in the 2006 Form 10-K.

The Company did not recognize any income tax benefit for share-based compensation arrangements for the twenty-six weeks ended June 30, 2007 and July 1, 2006. In addition, no costs related to share-based compensation expense were capitalized during the twenty-six weeks ended June 30, 2007 and July 1, 2006. During the first quarter of 2007, the Company revised its estimate of options that are expected to be forfeited prior to vesting. As a result of this change in estimate, pre-tax share-based compensation expense was reduced by $968,000.

1998 Equity Incentive Plan

Stock Options

A summary of the option activity under the Company’s 1998 Equity Incentive Plan, as amended and restated (the “1998 Plan”), as of June 30, 2007 and changes during the twenty-six weeks then ended is presented below:


				Weighted
				Average
				Exercise
	Shares			Price
Outstanding at December 30, 2006		5,465,594		$	3.78
Granted		1,681,500		$	2.13
Exercised		(56,333	)	$	1.25
Forfeited/cancelled		(2,238,362	)	$	3.36

Outstanding at June 30, 2007		4,852,399		$	3.43


Options vested and expected to vest at June 30, 2007		4,489,040		$	3.55


Options exercisable at June 30, 2007		2,214,934		$	4.95


Weighted average fair value of options granted during the period				$	1.48

Nonvested Shares

A summary of the status of nonvested shares granted under the 1998 Plan as of June 30, 2007 and changes during the twenty-six weeks then ended is presented below:


				Weighted
				Average
				Grant Date
	Shares			Fair Value
Outstanding at December 30, 2006		221,750		$	2.30
Granted		5,000		$	2.35
Vested		(46,250	)	$	2.23
Forfeited/Cancelled		(70,000	)	$	2.48


Outstanding at June 30, 2007		110,500		$	2.23

2000 Supplemental Stock Plan

A summary of the option activity under the Company’s 2000 Supplemental Stock Plan as of June 30, 2007 and changes during the twenty-six weeks then ended is presented below:


				Weighted
				Average
				Exercise
	Shares			Price
Outstanding at December 30, 2006		1,121,972		$	4.02
Granted		423,500		$	2.35
Forfeited/cancelled		(436,904	)	$	3.48

Outstanding at June 30 , 2007		1,108,568		$	3.59


Options vested and expected to vest at June 30, 2007		1,041,787		$	3.68


Options exercisable at June 30, 2007		456,311		$	5.46


Weighted average fair value of options granted during the period				$	1.64

6. Earnings (Loss) Per Share

The Company calculates and presents earnings (loss) per share using a dual presentation of basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The weighted average number of common shares outstanding excludes treasury shares purchased by the Company. Diluted earnings (loss) per share is computed in the same manner except the weighted average number of shares is increased for dilutive securities.

In accordance with the provisions of SFAS 128, “Earnings per Share,” the Company uses the treasury stock method for calculating the dilutive effect of employee stock options and nonvested shares. These instruments will have a dilutive effect under the treasury stock method only when the respective period’s average market value of the underlying Company common stock exceeds the actual proceeds. In applying the treasury stock method, assumed proceeds include the amount, if any, the employee must pay upon exercise, the amount of compensation cost for future services that the Company has not yet recognized, and the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the options and the vesting of nonvested shares. The Company has not included the effect of stock options in the calculation of diluted loss per share for the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006 as the Company reported a net loss for these periods and the effect would have been anti-dilutive.

7. Income Taxes

In the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006, the Company recorded income tax provisions of $285,000, $284,000, $13,000 and $34,000, respectively. The tax provisions in the thirteen and twenty-six weeks ended June 30, 2007 are primarily related to international income taxes due to the profitability of our United Kingdom operations. The tax provisions in the thirteen and twenty-six weeks ended July 1, 2006 are primarily related to state income taxes. During both periods, the Company recorded full valuation allowances against income tax benefits related to domestic operations in accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes,” which requires an estimation of the recoverability of the recorded income tax asset balances. As of June 30, 2007, the Company has recorded $33.8 million of valuation allowances attributable to its net deferred tax assets.

The Corporation adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109,” (“FIN 48”) effective January 1, 2007. FIN 48 prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the taxing authority. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met.

FIN 48 requires that the cumulative effect of the change in accounting principle be recorded as an adjustment to opening accumulated deficit. As a result of the implementation of FIN 48, the Company recognized a cumulative effect adjustment of $223,000 as an increase to beginning accumulated deficit. In addition, the Company identified approximately $271,000 in liabilities for unrecognized tax benefits which were previously reserved. The liability for uncertain tax positions was $508,000 as of June 30, 2007 and is included in “Other noncurrent liabilities” on the condensed consolidated balance sheet. The adoption of FIN 48 did not have a material effect on the results of operations, financial condition or cash flows during the twenty-six weeks ended June 30, 2007. However, FIN 48 may add volatility to our effective tax rate and therefore our expected income tax expense in future periods.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties as a component of the income tax provision. As of June 30, 2007 and December 31, 2006, the total amount of accrued income tax-related interest and penalties included in the Condensed Consolidated Balance Sheet was $153,000 and $139,000, respectively. As of June 30, 2007, the Company believes there are no positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2002. As of June 30, 2007, there are no current examinations on-going by tax authorities.

8. Loans to Officers

As of June 30, 2007, there is one outstanding line of credit between the Company and its Chief Executive Officer, Richard P. Nespola, which originated in fiscal year 2001. Aggregate borrowings outstanding against the line of credit at June 30, 2007 and December 30, 2006 totaled $300,000 and are due in 2011. These amounts are included in other assets in the non-current assets section of the balance sheet. In accordance with the loan provisions, the interest rate charged on the loans is equal to the Applicable Federal Rate (AFR), as announced by the Internal Revenue Service, for short-term obligations (with annual compounding) in effect for the month in which the advance is made, until fully paid. Pursuant to the Sarbanes-Oxley Act, no further loan agreements or draws against the line may be made by the Company to, or arranged by the Company for its executive officers. Interest payments on this loan are current as of June 30, 2007.

9. Contingencies

In June 1998, the bankruptcy trustee of a former client, Communications Network Corporation, sued TMNG for a total of $320,000 in the U.S. Bankruptcy Court in New York seeking recovery of $160,000 alleging an improper payment of consulting fees paid by the former client during the period from July 1, 1996, when an involuntary bankruptcy proceeding was initiated against the former client, through August 6, 1996, when the former client agreed to an order for relief in the bankruptcy proceeding, and $160,000 in consulting fees paid by the former client after August 6, 1996. The bankruptcy trustee also sued TMNG for at least $1.85 million for breach of contract, breach of fiduciary duties and negligence. In March 2006, the Company reached a settlement agreement with the bankruptcy trustee whereby the Company agreed to pay the trustee $255,000 in exchange for being released from all potential liability under the suits discussed above. This settlement, paid in April 2006, was fully reserved for as of December 31, 2005.

As of March 31, 2007, the Company had outstanding demands aggregating approximately $1.0 million by the bankruptcy trustees of several former clients in connection with collected balances near the customers’ respective bankruptcy filing dates. One of these demands originated through the acquisition of Tri-Com in 2001, resulting in a contingent purchase price to the seller. Although the Company did not believe preferential payments had been received from this former client, the Company had reserves of $727,000 to cover any liability resulting from the remaining outstanding claims and the contingent purchase price. In May 2007, the Company reached a settlement agreement with the bankruptcy trustee whereby the Company agreed to pay $565,000 in exchange for being released from all potential liability under the demands discussed above. A small gain was recognized in fiscal year 2006 as a result of this subsequent event. The Company is currently working to finalize settlement for the contingent purchase price component of the Tri-Com acquisition.

The Company may become involved in various legal and administrative actions arising in the normal course of business. These could include actions brought by taxing authorities challenging the employment status of consultants utilized by the Company. In addition, future customer bankruptcies could result in additional claims on collected balances for professional services near the bankruptcy filing date. While the resolution of any of such actions, claims, or the matters described above may have an impact on the financial results for the period in which they occur, the Company believes that the ultimate disposition of these matters will not have a material adverse effect upon its consolidated results of operations, cash flows or financial position.

10. Subsequent Event

On July 30, 2007, the Company entered into a Membership Interest Purchase Agreement with the members of RVA Consulting, LLC (“RVA”), a New Jersey limited liability company, pursuant to which it purchased all of the outstanding membership interests in RVA. RVA is a domestic consulting firm specializing in the telecommunications industry. The acquired operations of RVA consist of approximately 80 employees located primarily in New Jersey. The transaction was valued at a purchase price of approximately $7.0 million in cash, plus potential earn-out consideration based upon performance of RVA after the closing date, and other performance, of up to approximately $2.8 million in cash and approximately $2.6 million in equity (approximately 1.1 million shares). The acquisition closed on August 3, 2007.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this quarterly report contains forward-looking statements. Certain risks and uncertainties could cause actual results to differ materially from those reflected in such forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our annual report on Form 10-K for the fiscal year ended December 30, 2006. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date of this report. We undertake no obligation to revise, or publicly release the results of any revision to, these forward-looking statements. Readers should carefully review the risk factors described in our annual report and in other documents that we file from time to time with the Securities and Exchange Commission.

The following should be read in connection with Management’s Discussion and Analysis of Financial Condition and Results of Operations as presented in our annual report on Form 10-K for the fiscal year ended December 30, 2006.

EXECUTIVE FINANCIAL OVERVIEW

TMNG is a leading provider of professional services to the converging communications, media and entertainment industries and the capital formation firms that support them. We offer a fully integrated suite of consulting offerings including strategy, management, marketing, operational, and technology consulting services. With the acquisition of Cartesian Ltd. (“Cartesian”) in early 2007, we further extended our offerings to include software applications. We have consulting experience with almost all major aspects of managing a global communications company. Our portfolio of solutions includes proprietary methodologies and toolsets, deep industry experience, and hands-on operational expertise. These solutions assist clients in tackling complex business problems.

The convergence of communications with media and entertainment and the consolidation of large telecommunications carriers has required us to focus our strategy on building a global presence and building our position within the large carriers and media and entertainment companies. We have demonstrated recent success on building a global presence through both organic growth and acquisitions. Our international revenues in the thirteen weeks ended June 30, 2007 exceeded our domestic revenues as a result of strategic acquisitions. The recent announcement of our acquisition of RVA Consulting LLC (“RVA”), supports our carrier positioning strategy. RVA provides telecom systems integration and transformational consulting for leading, Tier-one U.S. carriers. RVA has historically been very successful in building relationships with key carriers as the industry has consolidated in recent years. RVA will also complement the technical capabilities that Cartesian has brought to TMNG.

Our revenues of $15.1 million and $30.2 million for the thirteen and twenty-six weeks ended June 30, 2007, respectively, increased 58.5% and 81.0%, respectively, compared with the same periods in 2006. The results for the thirteen and twenty-six weeks ended June 30, 2007 include the acquisitions of Adventis Ltd. (“Adventis”) on April 3, 2006, and Cartesian Ltd. (“Cartesian”) on January 2, 2007 from the respective dates of acquisition. The details of these acquisitions are outlined in Item 1, Note 2, “Business Combinations,” to the condensed consolidated financial statements. These acquisitions combined with our investment in targeting the cable industry have re-positioned the Company to better serve consolidating telecommunications carriers and the converging global media and entertainment companies. With the acquisition of Cartesian, we have added a reporting segment, the Software Solutions segment, to our Management Consulting Services segment. The Software Solutions segment includes revenues from Cartesian’s widely deployed modular software suite, called Ascertain^TM , which features advanced revenue assurance and data integrity tools that support fixed, wireless, ISP, data and content environments. Our acquisitions, organic growth and recruitment efforts are helping us build what we believe is a more sustainable revenue model and expanding our global presence. In the first two quarters of fiscal 2007, our international operations have grown to approximately 50.6% of our revenue compared to 16.6% for the comparable period of 2006. We continue to focus our efforts on identifying, adapting to and capitalizing on the changing dynamics prevalent in the converging communications industry, as well as providing our wireless and IP services within the communications sector.

Gross margins were 44.5% in the twenty-six weeks ended June 30, 2007 compared with 49.5% in the same period of 2006. The decrease in gross margins reflects a combination of factors, including a higher mix of larger and longer-term projects with discounted pricing from Management Consulting Services, combined with new revenue from our Software Solutions segment in the first two quarters of 2007, a lower level of higher margin strategy consulting revenue as compared to the first two quarters of 2006 and amortization of intangible assets acquired with Cartesian, partially offset by lower share-based compensation expense. Our Software Solutions segment gross margins are expected to be comparable to our Management Consulting segment gross margins over time.

Management has focused on aligning operating costs with operating segment revenues. As a percentage of revenues we have reduced selling, general and administrative costs to approximately 46.7% in the thirteen weeks ended June 30, 2007 from 78.8% in the same period of 2006. Selling general and administrative expense in the first two quarters of 2007 include approximately $3.4 million of incremental expense associated with the operations of Adventis and Cartesian. We continue to leverage integration of our recent acquisitions and evaluate selling, general and administrative cost reduction opportunities to drive earnings. There were significant non-recurring operating expenses related the Special Committee investigation of our past stock option granting practices and related accounting amounting to approximately $2.3 million in the twenty-six weeks ended June 30, 2007.

From a cash flow perspective, we utilized $0.5 million of cash during the twenty-six weeks ended June 30, 2007 for operating activities. This use of cash primarily consisted of cash used to fund the stock option review, partially offset by changes in our operating assets and liabilities. We

used $7.2 million in net cash to fund the acquisition of Cartesian, partially offset by $6.9 million in proceeds from sales of short-term investments.

OPERATIONAL OVERVIEW

The Company has two reporting segments, the Management Consulting Services segment and the Software Solutions segment. Revenues in the Management Consulting Services segment typically consist of management consulting fees for professional services and related expense reimbursements. Revenues in the Software Solutions segment typically consist of management consulting fees for professional, technical and integration services, fees for software licensing, support and maintenance and related expense reimbursements.

Our Management Consulting Services are typically contracted on a time and materials basis, a time and materials basis not to exceed contract price, a fixed fee basis, or contingent fee basis. Revenues from time and materials contracts are recognized in the period in which our services are performed. Revenues on contracts with a not to exceed contract price or a fixed cost contract are recorded under the percentage of completion method utilizing estimates of project completion. Contract revenues on contingent fee contracts are deferred until the revenue is realizable and earned. The Management Consulting Services segment did not have any contingent fee contracts during the thirteen and twenty-six weeks ended June 30, 2007 or July 1, 2006.

Our Software Solutions typically involve custom developed software for clients, leveraging the supply of licensed modules from our Ascertain TM software suite. Management consulting and technical services are an integrated component of software solutions, ranging from developing initial business and systems requirements, to software development, software configuration and implementation, and post contract customer support. Revenues for Software Solutions contracts are typically structured as fixed fee contracts or with a not to exceed contract price and are recorded under the percentage of completion method, utilizing estimates of project completion. On a limited basis, software contracts are structured with a contingent fee component. Revenues and costs associated with contingent fee contracts were not material during the thirteen and twenty-six weeks ended June 30, 2007.

Generally a client relationship begins with a short-term consulting engagement utilizing the services of a few consultants or piloting a software solution. Our sales strategy focuses on building long-term relationships with both new and existing clients to gain additional engagements within existing accounts and referrals for new clients. Strategic alliances with other companies are also used to sell services. We anticipate that we will continue to pursue these marketing strategies in the future. The type and volume of work performed for specific clients may vary from period to period and a major client from one period may not use our services or the same volume of services in another period. In addition, clients generally may end their engagements with little or no penalty or notice. If a client engagement ends earlier than expected, we must re-deploy professional service personnel as any resulting non-billable time could harm earnings.

Cost of services primarily consists of compensation for consultants who are employees, amortization of share-based compensation for stock options and nonvested stock, amortization of certain intangible assets, as well as fees paid to independent subject matter expert organizations and related expense reimbursements. Employee compensation includes certain non-billable time, training, vacation time, benefits and payroll taxes. Gross profit margins are primarily impacted by the type of consulting and support services provided; the size of service contracts and negotiated discounts; license fees; changes in our pricing policies and those of competitors; utilization rates of consultants and independent subject matter experts; and employee and independent subject matter expert costs, which tend to be higher in a competitive labor market.

Operating expenses include selling, general and administrative expenses and intangible asset amortization. In addition, during the thirteen and twenty-six weeks ended June 30, 2007 operating expenses included expenses related to the Special Committee investigation of our past stock option granting practices and related accounting. Sales and marketing expenses are included in selling, general and administrative expense and consist primarily of personnel salaries, bonuses, and related costs for direct client sales efforts and marketing staff. We primarily use a relationship sales model in which vice presidents, principals and senior consultants generate revenues. In addition, sales and marketing expenses include costs associated with marketing collateral, product development, trade shows and advertising. General and administrative expenses consist mainly of costs for accounting, recruiting and staffing, information technology, personnel, insurance, rent, and outside professional services incurred in the normal course of business. Included in selling, general and administrative expenses are share-based compensation charges incurred in connection with equity awards to employees and our board of directors.

CRITICAL ACCOUNTING POLICIES

While the selection and application of any accounting policy may involve some level of subjective judgments and estimates, we believe the following accounting policies are the most critical to our condensed consolidated financial statements, potentially involve the most subjective judgments in their selection and application, and are the most susceptible to uncertainties and changing conditions:

	•		Allowance for Doubtful Accounts;

	•		Fair Value of Acquired Businesses;

	•		Impairment of Goodwill and Long-lived Intangible Assets;

	•		Revenue Recognition;

	•		Share-based Compensation Expense;

	•		Accounting for Income Taxes; and

	•		Research and Development and Capitalized Software Costs.

Allowances for Doubtful Accounts —Substantially all of our receivables are owed by companies in the communications industry. We typically bill customers for services after all or a portion of the services have been performed and require customers to pay within 30 days. We attempt to control credit risk by being diligent in credit approvals, limiting the amount of credit extended to customers and monitoring customers’ payment records and credit status as work is being performed for them.

We recorded bad debt expense of $139,000 and $290,000 for the thirteen and twenty-six weeks ended June 30, 2007, respectively, and $126,000 and $127,000, respectively, for the thirteen and twenty-six weeks ended July 1, 2006. Our allowance for doubtful accounts totaled $530,000 and $378,000 as of June 30, 2007 and December 30, 2006, respectively. The calculation of these amounts is based on judgment about the anticipated default rate on receivables owed to us as of the end of the reporting period. That judgment is based on uncollected account experience in prior years and our ongoing evaluation of the credit status of our customers and the communications industry in general.

We have attempted to mitigate credit risk by concentrating our marketing efforts on the largest and most stable companies in the communications industry and by tightly controlling the amount of credit provided to customers. If we are unsuccessful in these efforts, or if our customers file for bankruptcy or experience financial difficulties, it is possible that the allowance for doubtful accounts will be insufficient and we will have a greater bad debt loss than the amount reserved, which would adversely affect our financial performance and cash flow.

Fair Value of Acquired Businesses- TMNG has acquired five professional service organizations over the last six years. A significant component of the value of these acquired businesses has been allocated to intangible assets. Statement of Financial Accounting Standard (“SFAS”) No. 141 “Business Combinations” requires acquired businesses to be recorded at fair value by the acquiring entity. SFAS No. 141 also requires that intangible assets that meet the legal and separable criterion be separately recognized on the financial statements at their fair value, and provides guidance on the types of intangible assets subject to recognition. Determining the fair value for these specifically identified intangible assets involves significant professional judgment, estimates and projections related to the valuation to be applied to intangible assets like customer lists, employment agreements and tradenames. The subjective nature of management’s assumptions adds an increased risk associated with estimates surrounding the projected performance of the acquired entity. Additionally, as the Company amortizes the intangible assets over time, the purchase accounting allocation directly impacts the amortization expense the Company records on its financial statements.

Impairment of Goodwill and Long-lived Intangible Assets- Goodwill and other long-lived intangible assets arising from our acquisitions are subjected to periodic review for impairment. SFAS No. 142 “Goodwill and Other Intangible Assets” requires an annual evaluation at the reporting unit level of the fair value of goodwill and compares the calculated fair value of the reporting unit to its book value to determine whether impairment has been deemed to occur. Any impairment charge would be based on the most recent estimates of the recoverability of the recorded goodwill. If the remaining book value assigned to goodwill in an acquisition is higher than the estimated fair value of the reporting unit, there is a requirement to write down these assets. The determination of fair value requires management to make assumptions about future cash flows and discount rates. These assumptions require significant judgment and estimations about future events and are thus subject to significant uncertainty. If actual cash flows turn out to be less than projected, we may be required to take further write-downs, which could increase the variability and volatility of our future results.

In accordance with SFAS No. 144, we use our best estimates based upon reasonable and supportable assumptions and projections, to review for impairment of long-lived assets and certain identifiable intangibles to be held and used whenever events or changes in circumstances indicate that the carrying amount of our assets might not be recoverable.

As a result of the Cartesian acquisition, we now develop, install and support customer software in addition to our traditional consulting services. We recognize revenue in connection with our software sales agreements utilizing the percentage of completion method prescribed by SOP No. 81-1. These agreements include software right-to-use licenses (“RTU’s”) and related customization and implementation services. Due to the long-term nature of the software implementation and the extensive software customization based on customer specific requirements normally experienced by the Company, both the RTU and implementation services are treated as a single element for revenue recognition purposes.

We also may enter into contingent fee contracts, in which revenue is subject to achievement of savings or other agreed upon results, rather than time spent. Due to the nature of contingent fee contracts, we recognize costs as they are incurred on the project and defer revenue recognition until the revenue is realizable and earned as agreed to by our clients. Although these contracts can be very rewarding, the profitability of these contracts is dependent on our ability to deliver results for our clients and control the cost of providing these services. Both of these types of contracts are typically more results-oriented and are subject to greater risk associated with revenue recognition and overall project profitability than traditional time and materials contracts. Revenues and costs associated with contingent fee contracts were not material for the thirteen and twenty-six weeks ended June 30, 2007 or July 1, 2006.

Share-based Compensation Expense- We grant stock options and non-vested stock to our employees and also provide employees the right to purchase our stock at a discount pursuant to an employee stock purchase plan. The benefits provided under these plans are share-based payment awards subject to the provisions of SFAS No. 123R, “Share-based Payments.” Under SFAS No. 123R, we are required to make significant estimates related to determining the value of our share-based compensation. Our expected stock-price volatility assumption is based on historical volatilities of the underlying stock which are obtained from public data sources. For stock option grants issued during the thirteen and twenty-six weeks ended June 30, 2007, we used a weighted-average expected stock-price volatility of 63% and 65%, respectively. The expected term of options granted is based on the simplified method in accordance with the SEC’s Staff Accounting Bulletin (“SAB”) No. 107 as our historical share option exercise experience does not provide a reasonable basis for estimation. As such, we used a weighted-average expected option life assumption of 6 years.

If factors change and we develop different assumptions in the application of SFAS No. 123R in future periods, the compensation expense that we record under SFAS No. 123R may differ significantly from what we have recorded in the current period. There is a high degree of subjectivity involved when using option pricing models to estimate share-based compensation under SFAS No. 123R. Changes in the subjective input assumptions can materially affect our estimates of fair values of our share-based compensation. Certain share-based payment awards, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements. Alternatively, values may be realized from these instruments that are significantly in excess of the fair values originally estimated on the grant date and reported in our financial statements. Although the fair value of employee share-based awards is determined in accordance with SFAS No. 123R and SAB No. 107 using an option pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

In addition, under SFAS No. 123R we are required to net estimated forfeitures against compensation expense. This requires us to estimate the number of awards that will be forfeited prior to vesting. If actual forfeitures in future periods are different than our initial estimate, the compensation expense that we ultimately record under SFAS No. 123R may differ significantly from what was originally estimated. The estimated forfeiture rate for unvested options outstanding as of June 30, 2007 is 21%.

Accounting for Income Taxes- Accounting for income taxes requires significant estimates and judgments on the part of management. Such estimates and judgments include, but are not limited to, the effective tax rate anticipated to apply to tax differences that are expected to reverse in the future, the sufficiency of taxable income in future periods to realize the benefits of net deferred tax assets and net operating losses currently recorded and the likelihood that tax positions taken in tax returns will be sustained on audit.

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes” and Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). As required by SFAS No. 109, we record deferred tax assets or liabilities based on differences between financial reporting and tax bases of assets and liabilities using currently enacted rates that will be in effect when the differences are expected to reverse. SFAS No. 109 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of June 30, 2007, cumulative valuation allowances in the amount of $33.8 million were recorded in connection with the net deferred income tax assets. As required by FIN 48, we have performed a comprehensive review of our portfolio of uncertain tax positions in accordance with recognition standards established by the Interpretation. Pursuant to FIN 48, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. As of June 30, 2007, we have recorded a liability of approximately $508,000 for unrecognized tax benefits.

We have generated substantial deferred income tax assets related to our domestic operations primarily from the accelerated financial statement write-off of goodwill, the charge to compensation expense taken for stock options and net operating losses. For us to realize the income tax benefit of these assets, we must generate sufficient taxable income in future periods when such deductions are allowed for income tax purposes. In some cases where deferred taxes were the result of compensation expense recognized on stock options, our ability to realize the income tax benefit of these assets is also dependent on our share price increasing to a point where these options have intrinsic value at least equal to the grant date fair value and are exercised. In assessing whether a valuation allowance is needed in connection with our deferred income tax assets, we have evaluated our ability to generate sufficient taxable income in future periods to utilize the benefit of the deferred income tax assets. We continue to evaluate the recoverability of the recorded deferred income tax asset balances. If we continue to report domestic operating losses for financial reporting in future years, no additional tax benefit would be recognized for those losses, since we would be required to increase our valuation allowance to offset such amounts.

International operations have become a significant part of our business. As part of the process of preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. The judgments and estimates used are subject to challenge by domestic and foreign taxing authorities. It is possible that such authorities could challenge those judgments and estimates and draw conclusions that would cause us to incur liabilities in excess of those currently recorded. We use an estimate of our annual effective tax rate at each interim period based upon the facts and circumstances available at that time, while the actual annual effective tax rate is calculated at year-end. Changes in the geographical mix or estimated amount of annual pre-tax income could impact our overall effective tax rate.

Research and Development and Capitalized Software Costs- Software development costs are accounted for in accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed.” Capitalization of software development costs for products to be sold to third parties begins upon the establishment of technological feasibility and ceases when the product is available for general release. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized software development costs require considerable judgment by management concerning certain external factors including, but not limited to, technological feasibility, anticipated future gross revenue, estimated economic life and changes in software and hardware technologies. We capitalize development costs incurred during the period between the establishment of technological feasibility and the release of the final product to customers if such costs are material. During the thirteen and twenty-six weeks ended June 30, 2007, no software development costs were capitalized and $179,000 and $451,000 respectively, of these costs were expensed as incurred. No software development costs were incurred in the thirteen and twenty-six weeks ended July 1, 2006.

The Company also incurs research and development costs associated with development of new offerings and services. These product development costs are expensed as incurred. Research and development costs associated with product development were $101,000 and $281,000 in the thirteen and twenty-six weeks ended July 1, 2006. No product development costs were incurred in the thirteen and twenty-six weeks ended June 30, 2007.

RESULTS OF OPERATIONS

THIRTEEN WEEKS ENDED JUNE 30, 2007 COMPARED TO THIRTEEN WEEKS ENDED JULY 1, 2006

REVENUES

Revenues increased 58.5% to $15.1 million for the thirteen weeks ended June 30, 2007 from $9.5 million for the thirteen weeks ended July 1, 2006. The increase in revenue is due to the acquisition of Cartesian in January 2007, which contributed $5.7 million in revenue during the second quarter of 2007. Organic revenue was flat in the second quarter of 2007 as compared to the same period of 2006. As discussed in the Executive Financial Overview, with the acquisition of Cartesian we have added a reporting segment, the Software Solutions segment, in addition to our traditional Management Consulting Services segment.

Management Consulting Services Segment- Management Consulting Services segment revenues of $9.5 million for the second quarter of 2007 were flat as compared to the same period of 2006. Revenues on customer projects to the cable sector increased significantly, offset by reductions in outsourcing engagements and customer projects to the carrier sector. During the thirteen weeks ended June 30, 2007, this segment provided services on 107 customer projects, compared to 105 projects performed in the thirteen weeks ended July 1, 2006. Average revenue per project was $89,000 in the thirteen weeks ended June 30, 2007 compared to $91,000 in the thirteen weeks ended July 1, 2006. Our international

revenue base of this segment decreased slightly to 22.6% of revenues for the thirteen weeks ended June 30, 2007, from 26.9% for the thirteen weeks ended July 1, 2006, due primarily to a decrease in strategy engagements internationally during the period and an overall increase in the mix of project activity domestically.

Revenues recognized in connection with fixed price and contingent fee engagements totaled $3.5 million and $4.0 million, representing 37.0% and 42.3% of total revenue of the segment, for the thirteen weeks ended June 30, 2007 and July 1, 2006, respectively. This decrease is due to the mix of our business shifting to more time and material projects in the second quarter of 2007 as compared to the same period of 2006.

Software Services Segment- The Software Services Segment began operations in the first quarter of 2007. Revenues of $5.7 million were generated for the thirteen weeks ended June 30, 2007. All revenue was generated internationally. During the thirteen weeks ended June 30, 2007, this segment provided services on 60 customer projects. Average revenue per project was approximately $86,000. In addition, revenues from post-contract support services were approximately $465,000.

COSTS OF SERVICES

As a percentage of revenue, our gross margin was 43.9% for the thirteen weeks ended June 30, 2007, compared to 48.7% for the thirteen weeks ended July 1, 2006. The decrease in gross margin in the second quarter of 2007 as compared to the same period of 2006 was attributable to a combination of factors, including a higher mix of larger and long term projects with discounted pricing from the Management Consulting Services segment, revenue from our new Software Solutions segment in the second quarter of 2007, a lower mix of higher margin strategy consulting revenue and amortization of intangible assets acquired with Cartesian. Our Software Solutions segment gross margins were 45.7% in the second quarter of 2007, which includes an allocation of intangible asset amortization of $186,000.

OPERATING EXPENSES

In total, operating expenses increased to $8.4 million for the thirteen weeks ended June 30, 2007, from $7.8 million for the thirteen weeks ended July 1, 2006. Operating expenses for the period included selling, general and administrative costs (inclusive of share-based compensation), Special Committee stock option investigation charges, and intangible asset amortization. For the thirteen weeks ended June 30, 2007, operating expenses included Special Committee charges of approximately $0.8 million related the investigation of our past stock option granting practices and related accounting. These costs primarily consisted of professional services for legal, accounting and tax guidance and the cost of the special committee’s outside counsel and forensic accountants.

Selling, general and administrative expense decreased to $7.1 million in the thirteen weeks ended June 30, 2007, compared to $7.5 million for the thirteen weeks ended July 1, 2006. As a percentage of revenue, our selling, general and administrative expense was 46.7% for the thirteen weeks ended June 30, 2007, compared to 78.8% for the thirteen weeks ended July 1, 2006. For the thirteen weeks ended June 30, 2007, we had expense reductions in the organic business of $1.6 million or 21.8%, as compared to the same period in 2006, partially offset by $1.2 million in incremental expense due to the acquired Cartesian business. Included in the organic business expense reduction is share-based compensation expense of $0.3 million in the thirteen weeks ended June 30, 2007, compared to expense of $0.8 million in the thirteen weeks ended July 1, 2006. We continue to evaluate cost reductions through the integration of our acquisitions and alignment of costs to revenues for each operating segment.

Intangible asset amortization was $552,000 and $236,000 for the thirteen weeks ended June 30, 2007 and July 1, 2006, respectively. The increase in amortization expense was due to the addition of certain intangible assets as part of the Cartesian acquisition.

OTHER INCOME AND EXPENSES

Interest income was $381,000 and $546,000 for the thirteen weeks ended June 30, 2007 and July 1, 2006, respectively, and represented interest earned on invested balances. Interest income decreased for the thirteen weeks ended June 30, 2007 as compared to the thirteen weeks ended July 1, 2006 due to reductions in invested balances attributable to cash utilized for acquisitions and operating losses in fiscal years 2006 and 2007. We primarily invest in money market funds and investment-grade auction rate securities as part of our overall investment policy.

INCOME TAXES

In the thirteen weeks ended June 30, 2007 and July 1, 2006, we recorded an income tax provision of $285,000 and $13,000, respectively. The income tax provision in the second quarter of 2007 is primarily due to the profitability of our United Kingdom operations. The income tax provision in the second quarter of 2006 is primarily due to state income taxes. For the thirteen weeks ended June 30, 2007 and July 1, 2006, we recorded no income tax benefit related to our domestic pre-tax losses in accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes” which requires an estimation of the recoverability of the recorded income tax asset balances. We continue to evaluate the recoverability of our recorded net deferred income tax asset balances and record valuation allowances against assets generated due to domestic losses. If we continue to report domestic, federal net operating losses for financial reporting, no additional tax benefit would be recognized for those losses, since we would be required to increase our valuation allowance to offset such amounts.

NET LOSS

Net loss decreased 35.6% to $1.7 million for the thirteen weeks ended June 30, 2007 from $2.6 million for the thirteen weeks ended July 1, 2006. The decrease was primarily attributable to improvements in operating results and reductions in share-based compensation expense of $0.6 million, partially offset by $0.8 million of costs related to the Special Committee investigation of our past stock option practices.

TWENTY-SIX WEEKS ENDED JUNE 30, 2007 COMPARED TO TWENTY-SIX WEEKS ENDED JULY 1, 2006

REVENUES

Revenues increased 81.0% to $30.2 million for the twenty-six weeks ended June 30, 2007 from $16.7 million for the twenty-six weeks ended July 1, 2006. The increase in revenue is due primarily to acquisitions. The twenty-six weeks ended June 30, 2007 includes $11.9 million in incremental revenue related to our acquired Adventis and Cartesian businesses. Organic revenue increased 9.7% in the twenty-six weeks ended June 30, 2007 as compared to the same period of 2006. As discussed in the Executive Financial Overview, with the acquisition of Cartesian we have added a reporting segment, the Software Solutions segment, in addition to our traditional Management Consulting Services segment.

Management Consulting Services Segment- Management Consulting Services segment revenues increased $2.6 million, or 15.5% to $19.3 million, for the twenty-six weeks ended June 30, 2007 as compared to the same period of 2006. This increase is primarily due to expansion globally, including the addition of Adventis, and significant growth in projects sold to cable clients. During the twenty-six weeks ended June 30, 2007, this segment provided services on 164 customer projects, compared to 143 projects performed in the twenty-six weeks ended July 1, 2006. Average revenue per project was $118,000 in the twenty-six weeks ended June 30, 2007 compared to $117,000 in the twenty-six weeks ended July 1, 2006. Our international revenue base of this segment increased to 22.7% of revenues for the twenty-six weeks ended June 30, 2007, from 16.6% for the twenty-six weeks ended July 1, 2006, due primarily to large new projects in Western Europe and the addition of Adventis.

Revenues recognized in connection with fixed price and contingent fee engagements totaled $7.8 million and $7.4 million, representing 40.3% and 44.3% of total revenue of the segment, for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively. This percentage decrease is due to the mix of our business shifting to more time and material projects in the second quarter of 2007 as compared to the same period of 2006.

Software Services Segment- The Software Services Segment began operations in the first quarter of 2007. Revenues of $10.9 million were generated for the twenty-six weeks ended June 30, 2007. All revenue was generated internationally. During the twenty-six weeks ended June 30, 2007, this segment provided services on 80 customer projects. Average revenue per project was approximately $125,000. In addition, revenues from post-contract support services were approximately $893,000.

COSTS OF SERVICES

As a percentage of revenue, our gross margin was 44.5% for the twenty-six weeks ended June 30, 2007, compared to 49.5% for the twenty-six weeks ended July 1, 2006. The decrease in gross margin in the twenty-six weeks ended June 30, 2007 as compared to the same period of 2006 was attributable to a combination of factors, including a higher mix of larger and long term projects with discounted pricing from the Management Consulting Services segment, revenue from our new Software Solutions segment in the second quarter of 2007, a lower mix of higher margin strategy consulting revenue and amortization of intangible assets acquired with Cartesian. Our Software Solutions segment gross margins were 43.1% in the twenty-six weeks ended June 30, 2007, which include an allocation of intangible asset amortization of $369,000. Offsetting lower fee margins were share-based compensation net credits of $148,000 related to revisions in assumed forfeiture rates in the first quarter of 2007.

OPERATING EXPENSES

In total, operating expenses increased to $17.3 million for the twenty-six weeks ended June 30, 2007, from $13.5 million for the twenty-six weeks ended July 1, 2006. Operating expenses included selling, general and administrative costs (inclusive of share-based compensation), Special Committee stock option investigation charges, and intangible asset amortization. For the twenty-six weeks ended June 30, 2007, operating expenses included Special Committee charges of approximately $2.3 million related the investigation of our past stock option granting practices and related accounting. These costs primarily consisted of professional services for legal, accounting and tax guidance and the cost of the special committee’s outside counsel and forensic accountants.

Selling, general and administrative expense increased to $13.8 million in the twenty-six weeks ended June 30, 2007, compared to $13.2 million for the twenty-six weeks ended July 1, 2006. As a percentage of revenue, our selling, general and administrative expense was 45.8% for the twenty-six weeks ended June 30, 2007, compared to 78.7% for the twenty-six weeks ended July 1, 2006. For the twenty-six weeks ended June 30, 2007, we had expense reductions in the organic business of $2.6 million or 20.8%, as compared to the same period in 2006, offset by $3.4 million in incremental expense due to the acquired Adventis and Cartesian businesses. Organic business expense reduction included a $1.3 million

reduction in share-based compensation in the twenty-six weeks ended June 30, 2007 compared to the same period in 2006. We continue to evaluate cost reductions through the integration of our acquisitions and alignment of costs to revenues for each operating segment.

Intangible asset amortization was $1,092,000 and $351,000 for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively. The increase in amortization expense was due to the addition of certain intangible assets as part of the Cartesian acquisition.

OTHER INCOME AND EXPENSES

Interest income was $798,000 and $1,081,000 for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively, and represented interest earned on invested balances. Interest income decreased for the twenty-six weeks ended June 30, 2007 as compared to the twenty-six weeks ended July 1, 2006 due to reductions in invested balances attributable to cash utilized for acquisitions and operating losses in fiscal years 2006 and 2007. We primarily invest in money market funds and investment-grade auction rate securities as part of our overall investment policy.

INCOME TAXES

In the twenty-six weeks ended June 30, 2007 and July 1, 2006, we recorded an income tax provision of $284,000 and $34,000, respectively, related primarily to international income taxes due to the profitability of our United Kingdom operations. For the twenty-six weeks ended June 30, 2007 and July 1, 2006, we recorded no income tax benefit related to our domestic pre-tax losses in accordance with the provisions of SFAS No. 109 “Accounting for Income Taxes” which requires an estimation of the recoverability of the recorded income tax asset balances. We continue to evaluate the recoverability of our recorded net deferred income tax asset balances and record valuation allowances against assets generated due to domestic losses. If we continue to report domestic, federal net operating losses for financial reporting, no additional tax benefit would be recognized for those losses, since we would be required to increase our valuation allowance to offset such amounts.

NET LOSS

Net loss decreased 20.9% to $3.3 million for the twenty-six weeks ended June 30, 2007 from $4.2 million for the twenty-six weeks ended July 1, 2006. The decrease was primarily attributable to improvements in operating results and reductions in share-based compensation expense of $1.8 million, partially offset by $2.3 million of costs related to the Special Committee investigation of our past stock option practices and an increase in amortization expense due to the addition of certain intangible assets as part of the Cartesian acquisition.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $0.5 million and $5.9 million for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively. The improvement in cash used in operating activities related to improvements in operating results and decreases in net working capital, primarily accounts receivable balances, partially offset by a decrease in non-cash expenses.

Net cash used in investing activities was $0.5 million for the twenty-six weeks ended June 30, 2007. Net cash provided by investing activities was $1.3 million for the twenty-six weeks ended July 1, 2006. Cash used in investing activities during the twenty-six weeks ended June 30, 2007 includes $7.2 million for the acquisition of Cartesian. In the twenty-six weeks ended July 1, 2006 cash provided by investing includes $1.3 million for the acquisition of Adventis. Investing activities include net proceeds from sales and reinvestments of short-term investments of $6.9 million and $3.0 million in the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively. Cash used in investing activities also includes $120,000 and $304,000 for the twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively, related to the purchase of office equipment, software and computer equipment.

Net cash used in financing activities was $201,000 for the twenty-six weeks ended June 30, 2007, primarily related to payments on long-term obligations, partially offset by proceeds received from the exercise of employee stock options and issuance of shares pursuant to the employee stock purchase plan. Net cash provided by financing activities was $16,000 for the twenty-six weeks ended July 1, 2006, and was the result of proceeds received from the exercise of employee stock options and issuance of shares pursuant to the employee stock purchase plan, partially offset by payments made on long-term obligations.

At June 30, 2007, we had approximately $30.3 million in cash, cash equivalents, and short-term investments. We believe we have sufficient cash and short-term investments to meet anticipated cash requirements, including anticipated capital expenditures, consideration for possible acquisitions, and any future operating losses that may be incurred, for at least the next 12 months. Should our cash and short-term investments prove insufficient we might need to obtain new debt or equity financing to support our operations or complete acquisitions. We have established a flexible model that provides a lower fixed cost structure than most consulting firms, enabling us to scale operating cost structures more quickly based on market conditions. Our strong cash position and absence of long-term debt have enabled us to weather adverse conditions in the telecommunications industry and to make investments in intellectual property we believe are enabling us to capitalize on the current recovery and transformation of the industry; however, if the industry and demand for our consulting services do not continue to rebound or our investments in Cartesian and RVA do not perform as expected and we continue to experience negative cash flow, we could experience liquidity challenges at some future point.

FINANCIAL COMMITMENTS

During fiscal year 2007, we have assumed the following contractual obligations as part of the acquisitions of Cartesian and RVA.


	Payments Due by Period (in thousands)
	Remainder						More than
	of Current		1 – 3		3 – 5		Five
	Year		Years		Years		Years		Total
Operating leases	$	454	$	1,816	$	1,816	$	1,286	$	5,372
Service agreement obligations		1,000		1,200						2,200

	$	1,454	$	3,016	$	1,816	$	1,286	$	7,572

We have also assumed non-cancelable subleases under which we are entitled to receive rental payments in the amount of $0.4 million from subtenants. These future sublease rent receipts are not included in the table above.

In addition to consideration paid for Cartesian and RVA, we have potential obligations of approximately $7.2 million and $2.8 million, respectively, related to future earn-out consideration based upon the performance of Cartesian and RVA after the closing dates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not invest excess funds in derivative financial instruments or other market rate sensitive instruments for the purpose of managing our foreign currency exchange rate risk. We invest excess funds in short-term investments, including auction rate securities, the yield of which is exposed to interest rate market risk. Auction rate securities are classified as available-for-sale and reported on the balance sheet at fair value, which approximates market value, as the rate on such securities resets generally every 28 to 35 days. Consequently, interest rate movements do not materially affect the balance sheet valuation of fixed income investments. Changes in the overall level of interest rates do affect our interest income generated from investments.

We do not have material exposure to market related risks. Given the increase in our foreign operations, foreign currency exchange rate risk has become more significant. Our foreign currency exposure is primarily concentrated in the United Kingdom and Continental Europe. We believe the countries in which we transact business and own assets are politically stable. We face currency translation exposures related to translating the results of our worldwide operations into U.S. dollars because of exchange rate fluctuations during the reporting period. We also face transactional currency exposures relating to transactions denominated in currencies other than the functional currency of the unit conducting the transactions. We monitor our foreign currency positions based on our business strategy and foreign exchange markets and adjust foreign currency holdings to maximize economic returns.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

A review and evaluation was performed by our management, including our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based upon this evaluation, the Company’s CEO and CFO have concluded that the Company has remediated the material weakness in internal control over financial reporting relating to the Company’s stock option granting practices and related accounting and the associated deficiency in disclosure controls and procedures described in Part I, Item 4 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2007, and that the Company’s disclosure controls and procedures were effective as of June 30, 2007.

As previously disclosed in the Annual Report on Form 10-K for the fiscal year ended December 30, 2006, the amended forms 10-Q/A for the interim periods ended April 1, 2006 and July 1, 2006, the Form 10-Q for the interim period ended September 20, 2006 and various Forms 8-K, the Company’s Board of Directors appointed a Special Committee of outside directors (the “Special Committee”) to conduct an investigation of the Company’s past stock option granting practices and related accounting (the “Independent Investigation”). As a result of an internal review and the Independent Investigation, management concluded, and the Audit Committee of the Company’s Board of Directors concurred, that incorrect measurement dates were used for financial accounting purposes for a majority of stock option grants and nonvested stock awards

made in prior periods. As a result, the Company restated its historical financial statements in the above-referenced reports to record additional non-cash compensation expense. Furthermore, management concluded that the Company had a material weakness in internal control over financial reporting relating to its stock option granting practices and related accounting and that, for this reason, its internal control over financial reporting and its disclosure controls and procedures were not effective.

Changes in Internal Control over Financial Reporting

During the second quarter of 2007, the Company took action to remediate the material weakness in its internal control over financial reporting relating to stock option granting practices and related accounting. The following policies and procedures related to share-based award granting practices were approved on June 13, 2007 by our Board:

	•		All share-based awards are to be granted only by the Compensation Committee of the Board of Directors in compliance with terms of the equity compensation plans of the Company and the rules of the Securities and Exchange Commission.

	•		The minutes of the Compensation Committee meeting at which a grant is made shall include the names of the grantees, the number of options or shares awarded to each grantee, the reason for the grant, and the vesting terms.

	•		Share-based awards may not be granted during a “blackout period” as defined in the Company’s Insider Trading Policy.

	•		A copy of the minutes of the Compensation Committee must be maintained in the Company’s corporate records and made available to the Board on a regular basis.

	•		The grant date of all share-based awards approved at a meeting of the Compensation Committee is the date of the meeting, or if not a business day, the next succeeding business day. The exercise price for all share-based awards must be the closing price on the date of grant.

	•		Share-based awards must be communicated by the Vice President of Human Resources to recipients within ten business days from the date the grant is approved by the Compensation Committee.

In addition, the Company also adopted the following remedial measures to address the internal control over financial reporting issues that led to the incorrect determination of measurement dates for stock option grants and nonvested stock awards:

Human Resources Procedures. The human resources department may only process grant paperwork and record grants in the equity compensation database upon receiving approval of the grants through minutes of the Board of Directors provided by the Secretary of the Board.

Stock Option Accounting Procedures.

	•		Each quarter, members of the accounting department must verify the validity and terms of each new grant by comparing the terms of the grant to minutes of the Compensation Committee provided by the Secretary of the Board.

	•		Members of the accounting department must reconcile all new grants entered into the equity compensation database during each fiscal quarter to minutes of the Compensation Committee.

	•		Accounting for share-based awards, including determination of accounting measurement dates, calculation of expense, attribution of expense to service periods, accounting for income taxes related to share-based awards and related financial disclosures will be performed and reviewed by members of the accounting department with sufficient knowledge and experience.

Except for the remediation of the material weakness described above, there has been no change in our internal control over financial reporting during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

Not applicable.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We have not been subject to any material new litigation since the time of our 10-K filing, on May 14, 2007. For a summary of litigation in which we are currently involved, refer to our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on May 14, 2007 and Note 9 of the Condensed Consolidated Financial Statements included elsewhere in this report.

As previously disclosed, we provided a copy of the Special Committee report on our historical stock option practices to the Securities and Exchange Commission.

ITEM 1A. RISK FACTORS

For a full listing of TMNG’s Risk Factors, please refer to our Annual Report on Form 10-K for the year ended December 30, 2006 as filed with the Securities and Exchange Commission on May 14, 2007. There has been no material change in the Risk Factors previously disclosed in our Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Annual Meeting of stockholders of the Company was held on June 13, 2007.

(b) At the Annual Meeting of Stockholders, action was taken with respect to the election of three directors of the Company: 30,693,231 shares were voted for Andrew D. Lipman while authority was withheld with respect to 2,003,520 shares; 30,196,234 shares were voted for Frank M. Siskowski while authority was withheld with respect to 2,500,517 shares; and 31,052,196 shares were voted for Roy A. Wilkens while authority was withheld with respect to 1,644,155 shares. Other directors whose term of office continued after the meeting include: William M. Matthes, Micky K. Woo, Robert J. Currey, Grant G. Behrman and Richard P. Nespola. On July 2, 2007, Messrs. Matthes and Behrman resigned from the Company’s Board of Directors.

(c) Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm: 32,030,634 votes in favor, 282,933 votes against and 383,184 votes abstained.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits


Exhibit 10.1		Membership Interest Purchase Agreement dated July 30, 2007 among the Company and RVA Consulting, LLC, RVA Holdings, LLC, Mark Markowitz, Dawn Saitta and Dale Reynolds*

Exhibit 31.		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.		Certifications furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*		Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. Redacted portions are indicated with the notation[***].

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 thereunto duly authorized.


SIGNATURE	TITLE	DATE
/s/ RICHARD P. NESPOLA Richard P. Nespola	Chairman and Chief Executive Officer (Principal executive officer)	August 14, 2007


SIGNATURE	TITLE	DATE
/s/ DONALD E. KLUMB Donald E. Klumb	Chief Financial Officer and Treasurer (Principal financial officer and Principal accounting officer)	August 14, 2007

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Cartesian Inactive 10-Q2007 Q2 Quarterly report

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