-----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, Dmw4p1ssYWyqXAaSWKeNXAWx/b3B2C8nSbEemyTJjjW9zZZFmMPs6lAhwUx5/0og W8ne+qqtBmg7AkjUe7d4CA== 0000909518-05-000714.txt : 20050907 0000909518-05-000714.hdr.sgml : 20050907 20050907161046 ACCESSION NUMBER: 0000909518-05-000714 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050907 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050907 DATE AS OF CHANGE: 20050907 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: 051072953 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 jd9-7_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): September 7, 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 September 7, 2005, Ulticom, Inc. issued a press release announcing its financial results for the second quarter of fiscal year 2005, ended July 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 September 7, 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: September 7, 2005 /s/ Mark Kissman --------------------------------------- Name: Mark Kissman Title: Vice President of Finance and and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated September 7, 2005 issued by Ulticom, Inc. 4 EX-99 2 jd9-7ex99_1.txt 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE ULTICOM SECOND QUARTER FISCAL 2005 RESULTS: SALES OF $15,057,000, GAAP EARNINGS OF $0.10 PER DILUTED SHARE, PRO FORMA EARNINGS OF $0.09 PER DILUTED SHARE Mount Laurel, NJ, September 7, 2005 - Ulticom, Inc. (NASDAQ: ULCM), a leading provider of service enabling signaling software for fixed, mobile, and Internet communications, today announced financial results for the second quarter of fiscal year 2005, ended July 31, 2005. For the quarter, Ulticom had sales of $15,057,000, a decrease of 6% when compared with sales of $16,087,000 in the second quarter of fiscal year 2004 and an increase of 7% sequentially, when compared with $14,141,000 for the first quarter of fiscal year 2005. The Company posted net income on a generally accepted accounting principles ("GAAP") basis for the quarter of $4,602,000 ($0.10 per diluted share) compared to net income of $3,994,000 ($0.09 per diluted share) for the second quarter of fiscal 2004 and net income of $2,950,000 ($0.07 per diluted share) for the first quarter of fiscal year 2005. The GAAP results for the second quarter of fiscal 2005 include a gain resulting from a settlement of a breach of contract claim of $572,000, net of tax. Excluding this gain, on a pro forma basis, the net income was $4,030,000 ($0.09 per diluted share) in the second quarter of fiscal 2005. "During the quarter, Ulticom benefited from increased deployments of Signalware in our wireless market segments of payment, messaging and mobility. In addition, we saw continued installations of our products in packet softswitches for incumbent and next-generation service provider networks to enable long-distance backhaul as well as residential and business voice over IP applications," said Shawn Osborne, President and CEO of Ulticom. "While carrier spending remains unpredictable, we believe their continued investment over time in revenue generating enhanced services and cost efficient packet infrastructure remains a substantial opportunity for Ulticom. With our service essential software, high-value customer base, and continued financial strength, Ulticom is well positioned to expand our role enabling wireless and broadband communications." The Company ended the quarter with cash, cash equivalents, and short-term investments of $260,958,000, working capital of $263,052,000, total assets of $281,849,000, and shareholders' equity of $267,389,000, all of which are record levels. -more- ULTICOM SECOND QUARTER FISCAL 2005 RESULTS: Page 2 of 5 Financial highlights at and for the six-month and three-month periods ended July 31, 2005 and prior year comparisons are as follows: FINANCIAL HIGHLIGHTS (In thousands, except per share data) Operations Data on a GAAP basis:
SIX MONTHS ENDED THREE MONTHS ENDED (UNAUDITED) (UNAUDITED) JULY 31, JULY 31, JULY 31, JULY 31, 2004 2005 2004 2005 ---- ---- ---- ---- Sales $ 29,276 $ 29,198 $ 16,087 $ 15,057 Cost of sales 7,037 6,815 3,541 3,513 --------- --------- --------- --------- Gross profit 22,239 22,383 12,546 11,544 Operating expenses: Research and development 5,345 6,383 2,568 3,284 Selling, general and administrative 8,942 7,917 4,666 3,287 --------- --------- --------- --------- Income from operations 7,952 8,083 5,312 4,973 Interest and other income, net 1,134 2,862 652 1,696 --------- --------- --------- --------- Income before income tax provision 9,086 10,945 5,964 6,669 Income tax provision 2,907 3,393 1,970 2,067 --------- --------- --------- --------- Net income $ 6,179 $ 7,552 $ 3,994 $ 4,602 ========= ========= ========= ========= Earnings per share: Basic $ 0.15 $ 0.17 $ 0.09 $ 0.11 ========= ========= ========= ========= Diluted $ 0.14 $ 0.17 $ 0.09 $ 0.10 ========= ========= ========= ========= Weighted average shares: Basic 42,295 43,157 42,380 43,177 ========= ========= ========= ========= Diluted 43,549 44,166 43,575 44,077 ========= ========= ========= =========
-more- ULTICOM SECOND QUARTER FISCAL 2005 RESULTS: Page 3 of 5 Ulticom provides pro forma net income and pro forma earnings per share data as additional information for its operating results. These measures are not in accordance with, or an alternative for, GAAP and may be different from pro forma measures used by other companies. The Company believes that this presentation of pro forma data provides useful information to management and investors regarding certain additional financial and business trends relating to its financial condition and results of operations. In addition, the Company's management uses these measures for reviewing the financial results of the Company and for budget planning purposes. FINANCIAL HIGHLIGHTS (In thousands, except per share data) Operations Data on a pro forma basis, excluding a $572,000 gain, net of taxes, for the six-month and three-month periods ended July 31, 2005:
SIX MONTHS ENDED THREE MONTHS ENDED (UNAUDITED) (UNAUDITED) JULY 31, JULY 31, JULY 31, JULY 31, 2004 2005 2004 2005 ---- ---- ---- ---- Sales $ 29,276 $ 29,198 $ 16,087 $ 15,057 Cost of sales 7,037 6,815 3,541 3,513 --------- --------- --------- --------- Gross profit 22,239 22,383 12,546 11,544 Operating expenses: Research and development 5,345 6,383 2,568 3,284 Selling, general and administrative 8,942 8,745 4,666 4,115 --------- --------- --------- --------- Income from operations 7,952 7,255 5,312 4,145 Interest and other income, net 1,134 2,862 652 1,696 --------- --------- --------- --------- Income before income tax provision 9,086 10,117 5,964 5,841 Income tax provision 2,907 3,137 1,970 1,811 --------- --------- --------- --------- Pro forma net income $ 6,179 $ 6,980 $ 3,994 $ 4,030 ========= ========= ========= ========= Pro forma earnings per share: Basic $ 0.15 $ 0.16 $ 0.09 $ 0.09 ========= ========= ========= ========= Diluted $ 0.14 $ 0.16 $ 0.09 $ 0.09 ========= ========= ========= ========= Weighted average shares: Basic 42,295 43,157 42,380 43,177 ========= ========= ========= ========= Diluted 43,549 44,166 43,575 44,077 ========= ========= ========= ========= Reconciliation of GAAP basis net income to pro forma basis net income: GAAP basis net income $ 6,179 $ 7,552 $ 3,994 $ 4,602 ========= ========= ========= ========= Adjustments: Gain on settlement - (828) - (828) Income tax provision - 256 - 256 --------- --------- --------- --------- Pro forma basis net income $ 6,179 $ 6,980 $ 3,944 $ 4,030 ========= ========= ========= =========
-more- ULTICOM SECOND QUARTER FISCAL 2005 RESULTS: Page 4 of 5 FINANCIAL HIGHLIGHTS (In thousands)
BALANCE SHEET DATA: JANUARY 31, JULY 31, 2005 2005 ---- ---- (UNAUDITED) ASSETS - ------ CURRENT ASSETS: Cash, cash equivalents and short-term investments $ 246,672 $ 260,958 Accounts receivable, net 11,062 9,846 Inventories 1,286 1,599 Prepaid expenses and other current assets 3,558 5,109 ---------- ---------- TOTAL CURRENT ASSETS 262,578 277,512 PROPERTY AND EQUIPMENT, net 2,274 2,760 INVESTMENTS 5,375 - OTHER ASSETS 1,765 1,577 ---------- ---------- TOTAL ASSETS $ 271,992 $ 281,849 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: Accounts payable and accrued expenses $ 11,966 $ 10,715 Deferred revenue 4,462 3,745 ---------- ---------- TOTAL CURRENT LIABILITIES 16,428 14,460 SHAREHOLDERS' EQUITY 255,564 267,389 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 271,992 $ 281,849 ========== ==========
ABOUT ULTICOM: Ulticom provides service enabling, signaling software for fixed, mobile, 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 Second Quarter Fiscal 2005 Results: Page 5 of 5 CONFERENCE CALL INFORMATION: The Company will host a conference call to discuss these results following this release on Wednesday, September 7, 2005 at 4:30 p.m. eastern. The dial-in number is 800-683-1585. 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 September 14th. Access this replay by dialing 877-519-4471 and providing the digital PIN 6439054. Note: This release may contain "forward-looking statements" under the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important risks, uncertainties, and other important factors that could cause actual results to differ materially include, among others: risks associated with rapid technological changes in the telecommunications industry; risks associated with making significant investments in the expansion of the business and with increased expenditures; risks associated with holding a large proportion of the company's assets in cash equivalents and short-term investments; risks associated with the company's products being dependent upon their ability to operate on new hardware and operating systems of other companies; risks associated with dependence on sales of the company's Signalware products; risks associated with future networks not utilizing signaling systems and protocols that the company's products are designed to support; risks associated with the development and acceptance of new products and product features; risks associated with the company's dependence on a limited number of customers for a significant percentage of the company's revenues; risks associated with the products having long sales cycles and the limited ability to forecast the timing and amount of product sales; risks associated with the integration of the company's products with those of equipment manufacturers and application developers and the company's ability to establish and maintain channel and marketing relationships with leading equipment manufacturers and application developers; risks associated with the company's reliance on a limited number of independent manufacturers to manufacture boards for the company's products and on a limited number of suppliers for 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 the company's intellectual property rights and the inappropriate use by others of the company's proprietary technology; risks associated with the company's ability to retain existing personnel and recruit and retain qualified personnel; 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; changes in the demand for the company's products; changes in capital spending among the company's current and prospective customers; risks associated with rapidly changing technology and the ability of the company to introduce new products on a timely and cost-effective basis; aggressive competition may force the company to reduce prices; risks associated with changes in the competitive or regulatory environment in which the company operates; and other risks described in filings with the Securities and Exchange Commission. 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-----