-----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, FHr1hClKvk4Ii0aXUyWtiicxznMtyFO0dRftJ65zHtPRrVu6Q2kAc5dLt7HniQcP HHtoJZqEPiU4NY9xY2KPCg== 0001188112-06-000404.txt : 20060216 0001188112-06-000404.hdr.sgml : 20060216 20060216162526 ACCESSION NUMBER: 0001188112-06-000404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060216 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 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: 06625608 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-9033.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): February 16, 2006 ------------------- 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 16, 2006, 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 and fiscal year ended December 31, 2005. ITEM 9.01. 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: (c) EXHIBITS. Number Description ------ ----------- 99.1 Press release issued by Aware, Inc. on February 16, 2006 - -------------------------------------------------------------------------------- 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: February 16, 2006 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 February 16, 2006 -3- EX-99.1 2 tex99_1-9033.txt EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE AWARE, INC. REPORTS 2005 FOURTH QUARTER FINANCIAL RESULTS BEDFORD, Mass., February 16, 2006 - Aware, Inc. (NASDAQ: AWRE), a worldwide leader and innovator of broadband intellectual property, today reported financial results for its fourth quarter ended December 31, 2005. Revenues for the fourth quarter of 2005 were $3.7 million compared to $4.6 million for the same period last year. Net loss for the fourth quarter of 2005 was $1.2 million, or $0.05 per share, compared to a net profit of $0.4 million, or $0.02 per share, for the year-ago period. For the year ended December 31, 2005, revenues were $15.7 million compared to $16.5 million for the same period last year. Net loss for the year ended December 31, 2005 was $2.5 million or $0.11 per share, compared to a net loss of $1.4 million, or $0.06 per share, for the year-ago period. Michael Tzannes, chief executive officer, said: "We are pleased with the progress we made in 2005 introducing new products and adding new customers in DSL and biometrics. Our strategy has been to position the company to benefit from growth in these industries and we are confident that we have done so. A highlight for 2006 promises to be our participation in the upcoming Deutsche Telekom 50Mbps VDSL2 deployment." Tzannes added, "From the conclusion of today's conference call until Friday, February 18 at 5:00 p.m., we invite stakeholders to submit 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, February 16, 2006 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) 457-2637 and referencing the confirmation number 9270640. A replay of the call will be archived on our website after the call. -4- 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 September 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 YEAR ENDED DECEMBER 31, DECEMBER 31, ------------------------------- ------------------------------- 2005 2004 2005 2004 -------------- -------------- -------------- -------------- Revenue: Product sales....................................... $1,268 $1,531 $5,431 $4,759 Contract revenue.................................... 1,658 1,950 6,719 7,575 Royalties........................................... 747 1,116 3,517 4,151 -------------- -------------- -------------- -------------- Total revenue..................................... 3,673 4,597 15,667 16,485 Costs and expenses: Cost of product sales............................... 195 132 474 862 Cost of contract revenue............................ 886 687 3,270 2,683 Research and development............................ 2,770 2,328 10,170 10,013 Selling and marketing............................... 674 587 2,738 2,379 General and administrative.......................... 693 616 2,633 2,473 -------------- -------------- -------------- -------------- Total costs and expenses........................... 5,218 4,350 19,285 18,410 Net income (loss) from operations....................... (1,545) 247 (3,618) (1,925) Interest income......................................... 352 177 1,150 558 -------------- -------------- -------------- -------------- Net income (loss) before provision for income taxes..... (1,193) 424 (2,468) (1,367) Provision for income taxes.............................. - - - - -------------- -------------- -------------- -------------- Net income (loss)....................................... ($1,193) $424 ($2,468) ($1,367) ============== ============== ============== ============== Net income (loss) per share - basic..................... ($0.05) $0.02 ($0.11) ($0.06) Net income (loss) per share - diluted .................. ($0.05) $0.02 ($0.11) ($0.06) Weighted average shares - basic ........................ 23,220 22,838 23,076 22,785 Weighted average shares - diluted ...................... 23,220 23,624 23,076 22,785
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AWARE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) DECEMBER 31, DECEMBER 31, 2005 2004 -------------- -------------- ASSETS Cash and investments..................................................... $36,763 $38,266 Accounts receivable, net................................................. 3,749 3,070 Property and equipment, net.............................................. 8,075 8,287 Other assets, net........................................................ 1,154 560 -------------- -------------- Total assets............................................................. $49,741 $50,183 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Total current liabilities................................................ $2,238 $1,427 Total stockholders' equity.............................................. 47,503 48,756 -------------- -------------- Total liabilities and stockholders' equity............................... $49,741 $50,183 ============== ==============
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