TAVA TECHNOLOGIES INC
8-K, 1998-09-23
ELECTRICAL INDUSTRIAL APPARATUS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                               September 23, 1998
                               ------------------
                                 Date of Report
                        (Date of Earliest Event Reported)


                             TAVA TECHNOLOGIES, INC.
                             -----------------------
             (Exact name of Registrant as specified in its charter)


         Colorado                     0-19167           84-1042227
  --------------------------------  ----------         ------------
  (State or other jurisdiction of   (Commission      (I.R.S. Employer
   incorporation or organization)     File No.)        I. D. Number)


      7887 E. Belleview Avenue, Suite 820
              Englewood, Colorado                         80111
  -----------------------------------------             --------
  (Address of principal executive offices)             (zip code)

 
              (303)  771-9794
              ---------------
(Registrant's telephone number, including area code)


<PAGE>


Item 5.  Other Events.

         On September 23, 1998 the Company  announced  results of operations for
the year ended June 30, 1998.  The Company's  Press Release dated  September 23,
1998,  which is  filed  as  Exhibit  20.1  hereto,  is  incorporated  herein  by
reference.

Item 7.  Financial Statements and Exhibits.

         (a)   Not applicable.

         (b)   Not applicable.

         (c)   Exhibits. The following exhibit is filed with this Report:

                  20.1     Press Release dated September 23, 1998.



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       TAVA Technologies, Inc.



Date:  September 23, 1998              By:/s/ John Jenkins
                                          ------------------
                                          John  Jenkins,  President and CEO



<PAGE>


                                                                   Exhibit 20.1
                                                                  PRESS RELEASE


           TAVA TECHNOLOGIES, INC. ANNOUNCES YEAR END RESULTS FOR 1998

September 23, 1998 - TAVA Technologies, Inc., (NASDAQ: TAVA) Denver, Colorado, a
leading provider of automation and information technology solutions to industry,
announced results for its fiscal year and fourth quarter ending June 30, 1998.

Revenues for the year  increased 31% to a record  $48,363,000  from  $36,843,000
recorded in 1997.  Gross  profit  increased  by 51% to  $18,953,000  or 39.2% of
revenue from  $12,521,000  (34.0%) in 1997.  Earnings  before  interest,  taxes,
depreciation  and  amortization  were  $2,778,000  for the year  compared with a
negative  $71,000 in 1997.  The  Company  recorded a net loss of  applicable  to
common  shareholders  of  $310,000  ($.02  per  share)  compared  to a  loss  of
$2,750,000 ($.31 per share) for 1997.

Revenues  for the fourth  quarter  increased  56% to a record  $14,893,000  from
$9,556,000  recorded in the fourth  quarter of 1997.  The Company  recorded  net
income for the fourth quarter of $605,000 ($.03 per share)  compared to a fourth
quarter  loss  of  $  3,234,000  in  1997.  Earnings  before  taxes,   interest,
depreciation and amortization were $1,759,000 for the quarter.

John  Jenkins,  CEO stated "We  expect  the solid  trends of growth and  general
improvement in our business to continue and accelerate.  Revenue growth from our
third to  fourth  quarter;  1998 was 28%;  earnings  before  interest  taxes and
depreciation were up nearly 82% and earnings per share tripled

He added, "Our annual revenues included a $14,390,000  contribution from our Y2k
products and services,  of that total,  $4,129,000 was product sales and license
fees in the fourth quarter.  We expect  significant  additional growth from this
sector in 1999."

Doug Kelsall, CFO added, "The Company's balance sheet has improved  dramatically
from one year ago.  Working capital at June 30, 1998 was $17,605,000 as compared
to $168,000 in 1997."

Kelsall  added,  "Gross margin as recorded for the quarter and year includes the
effect of modifications in overhead allocation methods that were made to reflect
changes in corporate and operating structure. The effect of these changes was to
reduce recorded G&A and increase costs of sales.  Before including the effect of
these changes, Q4 gross margin was computed at 51% of revenue, a 48% increase in
gross  profit  on Q3 1998.  These  modifications  have no effect on EBITDA , net
income or EPS."

As a general update to the Company's activity, Jenkins, provided the following:

"The Company's business and  performance continues to grow and improve.

<PAGE>

Currently  active  projects  across  the  organization  total more than 500 with
approximately 240 those Y2k related. The Company is currently active in Y2k work
at more than 300 sites around the world.

Headcount at the end of August totaled approximately 520. This is up from 380 in
March.

The Company booked  $62,000,000 of new orders in its fiscal 1998.  This provides
an  opening  backlog  for 1999 of more than  $24,000,000.  As we have  explained
previously,  booked order  values for Y2k  generally  include only  estimates of
products  and  services  included in the  inventory  and  assessment  stage of a
project.  As we extend into remediation work with a client,  this is done either
as an extension and expansion of the original contract or a new contract.

As previously announced,  our bookings for Y2k business increased sharply at the
very end of our fourth quarter.  We expect that bookings for Q1/99 will track at
or above the rate of Q4.

In  spite of the late  arrival  of many of the  orders  in Q4,  we  posted a 28%
increase in revenue,  Q4 over Q3 and believe  that we should see an  accelerated
revenue increase from Q4 to Q1.

The total number of sites covered by Y2k specific contracts or master consulting
agreements  has now climbed to  approximately  4000.  While the Company does not
expect to provide  products and  services to all these sites,  it does expect to
address a substantial number of these, and of course those from future bookings.

Eleven of the Company's  clients are now engaged in some  remediation  activity,
with others very close to that stage.  For current  clients that have progressed
far enough in assessment for us to make a reasoned calculation,  we estimate the
total costs of those remediation projects at more than $150,000,000. It is clear
that all clients will not complete their remediation  projects prior to December
31, 1999.  We do not expect that the Company  will execute all of the  estimated
remediation project activity.

The Company  continues to experience core business  opportunity  growth from its
Y2k activity.  As an example, at one particular client, TAVA had previously done
work in 10 of their facilities in the U.S. We now forecast that in the course of
the  next  14  months,  we will  work in  between  100  and  150 of  their  U.S.
facilities.  All of these facilities are potential  purchasers of TAVA's non-Y2k
products and  services.  This example is repeated many times across the scope of
our Y2k business base.

Given the general late start in addressing  the embedded  system issue,  most of
our Y2k clients are confining current spending to Y2k projects until they better
understand the scope.  That said, we have already  booked non-Y2k  business with
some new Y2k  clients  and have clear  indications  from many that they see TAVA
clearly as a supplier beyond year 2000.

The content  and quality of our  database  information  continues  to be a major
competitive  advantage  for us. In  addition,  it has  positioned  us to address
rapidly additional leverage  opportunities such as addressed below very rapidly.

<PAGE>

We added  more than  10,000  items to our  database  in Q4,  which now stands at
approximately  40,000 items. Our research capacity is now operating at a rate of
approximately  1000 new  items per week.  The "hit  rate" on client  inventories
continues  to climb  now that  the  fourth  quarter  surge  of  orders  has been
processed.

In Q4, client  inventory  items  processed  through our Y2k compliance  database
numbered more than 55,000  resulting in approximately  20,000 billable  database
reports after  reduction for unique items. As an indication of the sharp ramp in
demand,  we expect to process nearly 80,000 client  inventory items and generate
more than 35,000 billable database reports in Q1.

The  Company  issued  more than 200  licenses  in Q4/99.  This  figure  includes
multiple licenses to a number of clients.

The Company's  position in the utility  market  through  TAVA/Beck,  LLC is also
growing rapidly.  While there was no material  contribution  from the venture in
Q4/99, we expect a solid positive financial  contribution in Q1. This will be in
the form of an equity change given the structure of the deal.

The Company's  licensee Colorado Med Tech is also having  increasing  success in
the health care industry. We expect that contribution from license revenues will
begin in our second quarter.

The Company's alliance and solution provider partner programs continue to expand
in scope and impact.  The Company  recently signed a solution  provider  partner
agreement  with Unisys.  Unisys and TAVA are teamed on a Y2k  engagement  with a
major domestic  airline.  The Unisys agreement has generated  significant  early
positive response, particularly from their international operations.

The Company also recently  executed a business  partner  agreement  with the IBM
Greater China Group.  IBM will market TAVA's  PlantY2kOne  products and services
for resale and will be using the  product to address  the non-IT  portion of its
own Y2k business.

<PAGE>

Earnings Recap:
(Numbers are in $000's, except per share amounts)

<TABLE>
<CAPTION>

                                               Quarter          Quarter            Year             Year
                                                Ending           Ending           Ending           Ending
                                             June 30, 1998    June 30, 1997     June 30, 1998   June 30, 1997
                                             -------------    -------------     -------------   -------------
<S>                                          <C>              <C>               <C>             <C>    

Revenue                                      $     14,893     $      9,556      $      48,363   $      36,843
Cost of Sales                                       8,318            6,592             29,410          24,322
- ------------------------------------------------------------------------------------------------------------- 
Gross Margins                                       6,575            2,964             18,953          12,521

SG&A                                                4,884            5,054             16,360          12,546
Amort of Goodwill & Cap Sftwr + Depr.                 967              773              2,382           1,582
- -------------------------------------------------------------------------------------------------------------
Total Expenses                                      5,851            5,827             18,742          14,128

Other Income ( Expenses)                             (119)            (361)              (461)         (1,080)
- --------------------------------------------------------------------------------------------------------------
Net Income (loss)                           $         605     $     (3,224)     $        (250)  $      (2,735)             
Net Income (loss) applicable to comn shldr.           605           (3,239)              (310)         (2,750)

Per share -basic                                     0.03            (0.28)             (0.02)          (0.31)
Per share - diluted                                  0.03            (0.28)             (0.02)          (0.31)
Weighted average shares - basic                21,471,000       11,532,000         18,356,000       8,882,000     
Weighted average shares - diluted              23,194,000       11,532,000         18,356,000       8,882,000
EBITDA                                      $       1,759     $     (2,133)     $       2,778   $         (71)

</TABLE>

Balance Sheet Info:                             June 30, 1998

<TABLE>
<CAPTION>

Assets                                                         Liabilities and Equity
- -------                                                        -----------------------
<S>                                    <C>                      <C>                         <C>   

Cash                                    $   4,993               Total Current Liabilities   $     10,260             
Other Current                              22,872               Long Term Liabilities              5,589
Total Current assets                       27,865               Total Liabilities                 15,847
Other Assets                               16,316               Shareholder's Equity              28,333
- ---------------------------------------------------------------------------------------------------------
                                                                Total Liabilities and
Total Assets                            $  44,181               Shareholder's Equity        $     44,181

Working Capital                         $  17,605
</TABLE>


<PAGE>

Statements  made in this Press Release that are not  historical or current facts
are "forward looking  statements" made pursuant to the safe harbor provisions of
federal securities laws.  Forward-looking statements represent management's best
judgment  as to what may occur in the future,  but are subject to certain  risks
and  uncertainties  that  could  cause  actual  results  and  events  to  differ
materially from those presently  anticipated or projected.  Such factors include
adverse economic conditions,  entry of new and stronger competitors,  inadequate
capital,  unexpected costs, failure to integrate operations of recently acquired
subsidiaries  and failure to capitalize  upon access of new clientele.  Specific
risks and uncertainties  which may affect  forward-looking  statements about the
Company's Plant Y2K One(TM) business and prospects  include the possibility that
a competitor will develop a more  comprehensive  or less expensive Y2K solution,
and delays in market  awareness  of Tava and its product and service  solutions.
These  factors and others are  discussed  in the  "Management's  Discussion  and
Analysis"  section of the Company's  most recent Annual Report on Form 10-KSB, 
to which reference should be made.

CONTACTS:                                      Investor Relations
TAVA Technologies, Inc.                        Pacific Consulting Group, Inc.
John Jenkins, CEO                              Scott Liolios
Doug Kelsall, CFO                              Telephone (949) 574-3860
Telephone (303) 771-9794

Media:
Barnhardt/CMI Public Relations
Margaret Ebeling
(303) 626-7200



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