-----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, AgcnxFkXkuacuTWdbxgkdQlwLfj4brJY9Fdd+bbw2ikS+GT9rxDjAf4cZG5XW5kq UcXDNJBSmtKS6p5+2aBOpg== 0000909518-05-000161.txt : 20050314 0000909518-05-000161.hdr.sgml : 20050314 20050314163511 ACCESSION NUMBER: 0000909518-05-000161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTICOM INC CENTRAL INDEX KEY: 0001103184 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 222050748 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30121 FILM NUMBER: 05678781 BUSINESS ADDRESS: STREET 1: 1020 BRIGGS RD CITY: MT LAUREL STATE: NJ ZIP: 08054 BUSINESS PHONE: 882956664 MAIL ADDRESS: STREET 1: 1020 BRIGGS ROAD CITY: MT LAUREL STATE: NJ ZIP: 08054 8-K 1 mv3-14_8k.txt UNITED STATES 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): MARCH 14, 2005 ULTICOM, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 0-30121 22-2050748 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 1020 BRIGGS ROAD, MOUNT LAUREL, NEW JERSEY 08054 (Address of principal executive offices) (Zip Code) (856) 787-2700 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 14, 2005, Ulticom, Inc. issued a press release announcing its financial results for the fourth quarter of fiscal year 2004, ended January 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits: 99.1 Press Release of Ulticom, Inc., dated March 14, 2005. In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by a specific reference in such filing. 2 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 hereunto duly authorized. ULTICOM, INC. Dated: March 14, 2005 /s/ Mark A. Kissman -------------------------------------- Name: Mark A. Kissman Title: Vice President of Finance and and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated March 14, 2005, issued by Ulticom, Inc. 4 EX-99 2 mv3-14ex99_1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE ULTICOM ANNOUNCES FOURTH QUARTER FISCAL 2004 RESULTS: SALES OF $17,126,000, UP 69% YEAR-OVER YEAR; RECORD NET INCOME OF $4,925,000, UP 303% YEAR-OVER-YEAR; EARNINGS PER DILUTED SHARE OF $0.11 MOUNT LAUREL, NEW JERSEY, MARCH 14, 2005 - Ulticom, Inc. (NASDAQ: ULCM), a leading provider of service-enabling signaling software for wireless, wireline, and Internet communications, today announced financial results for the fourth quarter of fiscal year 2004, ended January 31, 2005. For the quarter, Ulticom had sales of $17,126,000, an increase of 69% over sales of $10,124,000 in the fourth quarter of fiscal year 2003. Sales increased 1% sequentially, compared with $17,034,000 for the third quarter of fiscal year 2004. Net income more than quadrupled to $4,925,000 ($0.11 per diluted share) when compared with net income of $1,222,000 ($0.03 per diluted share) for the fourth quarter of fiscal year 2003 and increased slightly when compared with net income of $4,867,000 ($0.11 per diluted share) for the third quarter of fiscal year 2004. "During the fourth quarter, Ulticom benefited from Signalware deployments for payment solutions in the world's emerging markets where rapid wireless subscriber growth and strong demand for enhanced services has fueled the investment in prepaid calling and data charging applications," said Shawn Osborne, President and CEO of Ulticom. "For fiscal year 2004, Ulticom achieved record sales, operating and net income as we saw increased installations of our products in our major market segments of payment, switching, messaging, and mobility. Looking forward, we plan to leverage our OEM relationships, efficient operations, and strong balance sheet to expand our position in enabling wireless and broadband services." The Company ended the quarter with cash, cash equivalents, and short-term investments of $246,672,000, working capital of $246,150,000, total assets of $271,992,000, and shareholders' equity of $255,564,000, all of which are at record levels. -more- ULTICOM ANNOUNCES FOURTH QUARTER FISCAL 2004 RESULTS: Page 2 of 4 Financial highlights at and for the twelve-month and three-month periods ended January 31, 2005 and prior year comparisons are as follows: FINANCIAL HIGHLIGHTS (In thousands, except per share data)
TWELVE MONTHS ENDED THREE MONTHS ENDED (UNAUDITED) JANUARY 31, JANUARY 31, JANUARY 31, JANUARY 31, 2004 2005 2004 2005 Sales $ 38,378 $ 63,436 $ 10,124 $ 17,126 Cost of sales 11,158 14,627 2,855 3,841 ---------- ---------- ---------- ---------- Gross profit 27,220 48,809 7,269 13,285 Operating expenses: Research and development 9,461 10,636 2,384 2,718 Selling, general and administrative 15,168 17,607 3,954 4,361 Workforce reduction and restructuring credit (233) - - - ---------- ---------- ---------- ---------- Income from operations 2,824 20,566 931 6,206 Interest and other income, net 3,493 3,275 754 1,145 ---------- ---------- ---------- ---------- Income before income tax provision 6,317 23,841 1,685 7,351 Income tax provision 1,737 7,870 463 2,426 ---------- ---------- ---------- ---------- Net income $ 4,580 $ 15,971 $ 1,222 $ 4,925 ========== ========== ========== ========== Earnings per share: Basic $ 0.11 $ 0.37 $ 0.03 $ 0.11 ========== ========== ========== ========== Diluted $ 0.11 $ 0.36 $ 0.03 $ 0.11 ========== ========== ========== ========== Weighted average shares: Basic 41,860 42,602 42,090 43,098 ========== ========== ========== ========== Diluted 43,261 44,009 43,503 44,682 ========== ========== ========== ==========
-more- ULTICOM ANNOUNCES FOURTH QUARTER FISCAL 2004 RESULTS: Page 3 of 4 FINANCIAL HIGHLIGHTS (In thousands)
Balance Sheet Data: JANUARY 31, JANUARY 31, 2004 2005 ASSETS CURRENT ASSETS: Cash, cash equivalents and short-term investments $ 224,382 $ 246,672 Accounts receivable, net 6,417 11,062 Inventories 762 1,286 Prepaid expenses and other current assets 3,448 3,558 ---------- ---------- TOTAL CURRENT ASSETS 235,009 262,578 PROPERTY AND EQUIPMENT, net 2,182 2,274 INVESTMENTS 5,463 5,375 OTHER ASSETS 1,973 1,765 ---------- ---------- TOTAL ASSETS $ 244,627 $ 271,992 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 9,073 $ 11,966 Deferred revenue 3,707 4,462 ---------- ---------- TOTAL CURRENT LIABILITIES 12,780 16,428 SHAREHOLDERS' EQUITY 231,847 255,564 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 244,627 $ 271,992 ========== ==========
ABOUT ULTICOM: Ulticom provides service-enabling, signaling software for wireless, wireline, and Internet communications. Ulticom's products are used by leading telecommunication equipment and service providers worldwide to deploy mobility, location, payment, switching, and messaging services. Traded on NASDAQ, as ULCM, Ulticom is headquartered in Mount Laurel, NJ with additional offices in the United States, Europe, and Asia. For more information visit, http://www.ulticom.com. -more- ULTICOM ANNOUNCES FOURTH QUARTER FISCAL 2004 RESULTS: Page 4 of 4 CONFERENCE CALL INFORMATION: The Company will host a conference call to discuss these results following this release on Monday, March 14, 2005 at 4:30 p.m. eastern. The dial-in number is 973-935-2100. A web cast of the call, both live and archived, will be available through the Ulticom website at www.ulticom.com. A digital replay of the call will be available until 12 Midnight eastern on March 21st. Access this replay by dialing 877-519-4471 and providing the digital PIN 5440176. NOTE: This release may contain "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurances that forward-looking statements will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially from forecasts and estimates are: risks associated with weaknesses in certain sectors of the global economy generally, and in certain sectors of the telecommunications industry in particular; risks associated with rapid technological changes in the telecommunications industry; risks associated with making significant investments in the expansion of our business and with increased expenditures; risks associated with holding a large proportion of our assets in cash equivalents and short-term investments and the reduction of prevailing interest rates; risks associated with our products being dependent upon their ability to operate on new hardware and operating systems of other companies; risks associated with our dependence on sales of our Signalware products; risks associated with future networks not utilizing signaling systems and protocols which our products are designed to support; risks associated with the development and acceptance of new products and product features; risks associated with our dependence on a limited number of customers for a significant percentage of our revenues; risks associated with our products having long sales cycles and our limited ability to forecast the timing and amount of product sales; risks associated with the integration of our products with those of equipment manufacturers and application developers and our ability to establish and maintain channel and marketing relationships with leading equipment manufacturers and application developers; risks associated with our reliance on a limited number of independent manufacturers to manufacture boards for our products and on a limited number of suppliers for our board components; risks associated with becoming subjected to, defending and resolving allegations or claims of infringement of intellectual property rights; risks associated with others infringing on our intellectual property rights and the inappropriate use by others of our proprietary technology; risks associated with prevailing economic conditions and financial trends in the public securities markets in general, and in the decline in the stock prices of technology companies in particular, including Ulticom; risks associated with the need for the Company to attract and retain key personnel and risks associated with the increased difficulty in relying on equity incentive programs to attract and retain talented employees and with any associated increased employment costs. These risks and uncertainties, as well as others, are discussed in greater detail in the filings of Ulticom with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent reports on Form 10-Q. All documents are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at www.sec.gov or from Ulticom's web site at www.ulticom.com. Ulticom makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. Ulticom, Signalware and Programmable Network are trademarks or registered trademarks of Ulticom, Inc. Contact: Chris Tunnard Ulticom, Inc. 856 787 2972 ### -----END PRIVACY-ENHANCED MESSAGE-----