-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JTan65UA68fUjP4kfolucSmX4cQ77ESS2tEoG3Bsj6E5+PC81/2SeXggfYg8OhHp wARMLek5rKneIkESy7+uTQ== 0001188112-05-001862.txt : 20051027 0001188112-05-001862.hdr.sgml : 20051027 20051027161312 ACCESSION NUMBER: 0001188112-05-001862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AWARE INC /MA/ CENTRAL INDEX KEY: 0001015739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 042911026 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21129 FILM NUMBER: 051160250 BUSINESS ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172764000 MAIL ADDRESS: STREET 1: 40 MIDDLESEX TURNPIKE CITY: BEDFORD STATE: MA ZIP: 01730 8-K 1 t8k-8031.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Date of Report (date of earliest event reported): October 27, 2005 ------------------ AWARE, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 000-21129 04-2911026 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 40 MIDDLESEX TURNPIKE, BEDFORD, MA, 01730 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (781) 276-4000 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. No financial statements are required to be filed as part of this Report. The following exhibits are filed as part of this report: Number Description - ------ ----------- 99.1 Press release issued by Aware, Inc. on October 27, 2005. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On October 27, 2005, Aware, Inc. issued the press release, attached to this Form 8-K as Exhibit 99.1, describing the results of operations and financial condition of the company as of and for the quarter ended September 30, 2005. - -------------------------------------------------------------------------------- SIGNATURE 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. AWARE, INC. Dated: OCTOBER 27, 2005 By: /s/ Michael A. Tzannes ---------------------- Michael A. Tzannes Chief Executive Officer - 2 - EXHIBIT INDEX Number Description - ------ ----------- 99.1 Press release issued by Aware, Inc. on October 27, 2005. - 3- EX-99.1 2 tex99_1-8031.txt EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Rob Weiskopf Aware, Inc. 781-276-4000 AWARE, INC. REPORTS 2005 THIRD QUARTER FINANCIAL RESULTS BEDFORD, MASS. - OCTOBER 27, 2005 - Aware, Inc. (NASDAQ: AWRE), a worldwide leader and innovator of broadband intellectual property, today reported financial results for its third quarter ended September 30, 2005. Revenues for the third quarter of 2005 were $5.1 million compared to $4.6 million for the same period last year. Net income for the third quarter of 2005 was $0.6 million, or $0.02 per share, compared to net income of $0.2 million, or $0.01 per share, for the year-ago period. For the nine months ended September 30, 2005, revenues were $12.0 million compared to $11.9 million in the same period last year. Net loss for the nine months ended September 30, 2005 was $1.3 million or $0.06 per share, compared to a net loss of $1.8 million, or $0.08 per share, for the year-ago period. Michael Tzannes, Aware's chief executive officer commented, "Events in the industry and interactions with existing and prospective customers continue to build our confidence that our products and product developments are well positioned. The markets we are addressing are going through significant changes and we are optimistic that we can capitalize on these changes. Please join us on our conference call today where we will elaborate on the transitions that are underway in the DSL and biometrics industries and why they are positive for Aware." - 4 - Tzannes added, "From the conclusion of today's conference call until Friday, October 28 at 5:00 p.m., we invite interested parties to submit investor questions via email to INVESTORQUESTIONS@AWARE.COM. We will post questions and answers next week on our website." Note: Aware's conference call will be broadcast live over the Internet today, October 27, 2005 at 5:00 p.m. Eastern Time. To listen to the call, please go to WWW.AWARE.COM, and click on "Investor Relations." The conference call may also be heard by calling (719) 457-2633 and referencing the confirmation number 1864272. A replay of the call will be archived on our website after the call. About Aware Aware, Inc. designs, develops, licenses and markets DSL technologies that enable broadband communications over existing telephone networks. Its solutions, including splitterless G.lite, full-rate ADSL, ADSL2, ADSL2+, VDSL2, Bonded ADSL2+, Dr. DSL(R), StratiPHY(TM), StratiPHY-Bonded(TM), StratiPHY2+(TM), StratiPHY3(TM) and G.SHDSL, address central office as well as customer premise requirements. Aware is also a leading provider of standards-based biometric transaction and image compression software toolkits. More information can be found at HTTP://WWW.AWARE.COM. Safe Harbor Warning Portions of this release contain forward-looking statements regarding future events and are subject to risks and uncertainties, such as estimates or projections of future revenue and earnings and the growth of the DSL market. Aware wishes to caution you that there are factors that could cause actual results to differ materially from the results indicated by such statements. These factors include, but are not limited to: we have a unique business model, our quarterly results are difficult to predict, we depend on a limited number of licensees, we derive a significant amount of revenue from a small number of customers, we depend on equipment companies to incorporate our technology into their products, we face intense competition from other DSL vendors, DSL technology competes with other technologies for broadband access, and our business is subject to rapid technological change. We refer you to the documents Aware files from time to time with the Securities and Exchange Commission, specifically the section titled Risk Factors in our quarterly report on Form 10-Q for the quarter ended June 30, 2005 and other reports and filings made with the Securities and Exchange Commission. DR. DSL, STRATIPHY, STRATIPHY2+, STRATIPHY3, AND STRATIPHY-BONDED ARE TRADEMARKS OR REGISTERED TRADEMARKS OF AWARE, INC. - 5 -
AWARE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------ ------------------------------ 2005 2004 2005 2004 -------------- -------------- -------------- -------------- Revenue: Product sales................................. $2,417 $977 $4,163 $3,228 Contract revenue.............................. 1,920 2,556 5,061 5,625 Royalties..................................... 750 1,028 2,770 3,035 -------------- -------------- -------------- -------------- Total revenue................................ 5,087 4,561 11,994 11,888 Costs and expenses: Cost of product sales......................... 157 198 279 730 Cost of contract revenue...................... 826 676 2,384 1,996 Research and development...................... 2,487 2,511 7,400 7,685 Selling and marketing......................... 721 521 2,064 1,792 General and administrative.................... 644 634 1,940 1,857 -------------- -------------- -------------- -------------- Total costs and expenses..................... 4,835 4,540 14,067 14,060 Income (loss) from operations..................... 252 21 (2,073) (2,172) Interest income................................... 309 143 798 381 -------------- -------------- -------------- -------------- Income (loss) before provision for income taxes... 561 164 (1,275) (1,791) Provision for income taxes........................ - - - - -------------- -------------- -------------- -------------- Net income (loss)................................. $561 $164 ($1,275) ($1,791) ============== ============== ============== ============== Net income (loss) per share - basic............... $0.02 $0.01 ($0.06) ($0.08) Net income (loss) per share - diluted ............ $0.02 $0.01 ($0.06) ($0.08) Weighted average shares - basic .................. 23,116 22,784 23,027 22,767 Weighted average shares - diluted ................ 25,168 22,837 23,027 22,767 - 6 -
AWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) SEPTEMBER 30, DECEMBER 31, 2005 2004 ----------------------------------- ASSETS Cash and investments.................................. $37,518 $38,266 Accounts receivable, net.............................. 3,606 3,070 Property and equipment, net........................... 8,063 8,287 Other assets, net..................................... 1,032 560 ------------------------------------- Total assets.......................................... $50,219 $50,183 ===================================== LIABILITIES AND STOCKHOLDERS' EQUITY Total current liabilities............................. $1,896 $1,427 Total stockholders' equity............................ 48,323 48,756 ----------------------------------- Total liabilities and stockholders' equity............ $50,219 $50,183 =================================== ### - 7 -
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