-----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, GB+fxXFG2W30vECSobsitJzsExd/yYKg9U8Ak+IGwQ9CGhm35ejeybY1exRNXfGa q/qQ3xQt4NZuEoIOyZ10lA== 0000891092-04-003688.txt : 20040729 0000891092-04-003688.hdr.sgml : 20040729 20040728202915 ACCESSION NUMBER: 0000891092-04-003688 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040728 ITEM INFORMATION: ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADYNE COMSTREAM INC CENTRAL INDEX KEY: 0000718573 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 112569467 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11685 FILM NUMBER: 04937208 BUSINESS ADDRESS: STREET 1: 3138 E ELWOOD ST CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6024379620 MAIL ADDRESS: STREET 1: 3138 EAST ELWOOD STREET CITY: PHOENIX STATE: AZ ZIP: 85034 FORMER COMPANY: FORMER CONFORMED NAME: RADYNE CORP DATE OF NAME CHANGE: 19920703 8-K 1 e18599_8k.txt FORM 8-K ================================================================================ 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) July 28, 2004 RADYNE COMSTREAM INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-11685 11-2569467 - ---------------------------- ---------------- ------------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 3138 East Elwood Street, Phoenix, Arizona 85034 - ---------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 602-437-9620 - -------------------------------------------------------------------------------- (Former name or former address if changed since last report) ================================================================================ Item 9. REGULATION FD DISCLOSURE AND Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION For The 6 Months Ended June 30, 2004 References to "we," "our" and "us" in this Current Report on Form 8-K refer to Radyne ComStream Inc. and consolidated subsidiaries. On July 28, 2004, we issued a press release announcing our financial results for the quarter ended June 30, 2004. A copy of the press release is attached as exhibit 99.1 and is furnished pursuant to Item 12 of Form 8-K. The information in this report, including the exhibit hereto, is furnished pursuant to Item 12 of Form 8-K, and is not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of Radyne ComStream Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. 2 SIGNATURES 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. Radyne ComStream Inc. (Registrant) Date: July 28, 2004 By: /s/ Malcolm C. Persen ----------------------- Name: Malcolm C. Persen Title: Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description 99.1 Radyne ComStream Inc. Press Release dated July 28, 2004 4 EX-99.1 2 e18599ex99_1.txt PRESS RELEASE Exhibit 99.1 Radyne Reports First Half Earnings of $.26 Per Share PHOENIX, July 28 /PRNewswire-FirstCall/ -- Radyne ComStream Inc. (Nasdaq: RADN; Warrants: RADNW), today reported net earnings of $1.3 million, or $0.08 per fully diluted share, for its fiscal second quarter ended June 30, 2004 compared to earnings of $1.4 million, or $0.09 per fully diluted share for the same quarter of 2003. Net sales for second quarter 2004 were $12.0 million compared to second quarter 2003 net sales of $14.8 million. Net earnings as a percentage of sales increased to 11% during second quarter of 2004 from 9% during the second quarter of 2003. Earnings during the second quarter of 2003 reflected no income tax liability while the Company incurred taxes at a 6.5% rate for the second quarter of 2004. The lower sales for the quarter resulted in part from the previously announced acceleration, at a customer's request, of a major order into the first quarter. For the first six months of 2004, however, sales rose 6% to $27.1 million compared to $25.7 million for the first six months of 2003. During the same period, gross profit increased 36%. Gross margins during the second quarter of 2004 were 50% compared to gross margins of 45% for the same period in 2003. The improvement reflects the Company's continuing development of new products with lower manufacturing costs. As a result, Radyne's fully diluted earnings per share for the first six months of 2004 of 26 cents per share equals the earnings per share for all of 2003. The Company incurred a small loss during the first half of 2003. Also, during the quarter, sales backlog rose 26% to $5.8 million from $4.6 million at the end of the first quarter. Overall, the Company booked $13.3 million in orders during the second quarter compared to $11.6 million during the second quarter of 2003. The increase in bookings reflects improving strength in the Company's markets. The Company's balance sheet strengthened with cash increasing to $36.0 million from $30.1 million at the beginning of this year. Accounts Receivable declined to $7.7 million or 59 days of sales outstanding compared to $9.8 million and 62 days at the end of 2003. Inventory increased to $9.5 million from $7.8 million at the beginning of 2004 as the Company made planned components purchases to assure customer delivery times. "Our quote log continues to grow reflecting a return of the international markets to a more normal level," commented Bob Fitting, CEO. "With our high margins and new products, we believe that the improved market conditions will result in growth and continued high profitability." Radyne will be holding a conference call on Wednesday, July 28, 2004 at 4:30 p.m. EDT to discuss its second quarter 2004 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-888-396-2384 and the international dial in number is 617-847-8711. The conference will also be accessible via the Internet at www.radn.com and www.fulldisclosure.com. About Radyne ComStream Radyne ComStream designs, manufactures, sells, integrates and installs products, systems and software used for the transmission and reception of data and video over satellite, microwave and cable communication networks. The Company, through the Tiernan subsidiary, is a supplier of HDTV and SDTV encoding and transmission equipment. The Armer subsidiary provides innovative solutions for the integration and installation of turnkey communications systems. Radyne ComStream is headquartered in Phoenix, Arizona, has manufacturing facilities in Phoenix and San Diego, and sales offices in Singapore, Beijing, Jakarta and London. The Company also has sales and/or service centers in Sao Paulo, Bangalore, Shanghai and Moscow. For more information visit our web site at www.radn.com. Contact: Malcolm Persen, Chief Financial Officer, 602.437.9620 Safe Harbor Paragraph for Forward-Looking Statements This press release includes statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act") and Radyne ComStream claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. Forward-looking statements involve risks, uncertainties and other factors that may cause actual results, performance or achievements of Radyne ComStream and its subsidiaries to be materially different from those expressed or implied by such forward-looking statements. These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to: (i) expected future high margins on new products, since there is no guarantee that current sales levels of those products will continue or, that if they do, that the margins will remain high; (ii) continued improvement in the Company's quote log, or, even if it does improve, that the improvement will translate to higher backlog of orders to ship, (iii) expected new orders and, thus, higher margins and profits, resulting from improved market conditions and (iv) our ability to utilize net operating loss carryforward amounts to offset future taxable amounts. Other factors that may affect forward-looking statements and the Company's business generally include but are not limited to: * Prospects of the international markets and global economy given that Radyne ComStream depends heavily on international sales. * A downturn in the evolving telecommunications and Internet industries. * Risk factors and cautionary statements made in Radyne ComStream's Annual Report on Form 10-K for the period ended December 31, 2003. * The effect that acts of international terrorism may have on Radyne ComStream's ability to ship products abroad. * Other factors that Radyne ComStream is currently unable to identify or quantify, but may exist in the future. Forward-looking statements speak only as of the date the statement was made. Radyne ComStream does not undertake and specifically declines any obligation to update any forward-looking statements. RADYNE COMSTREAM INC. Consolidated Balance Sheets (in thousands) June 30, Dec. 31, Assets 2004 2003 Unaudited Current assets: Cash and cash equivalents $36,035 $30,130 Accounts receivable - trade, net of allowance for doubtful accounts of $236 and $489, respectively 7,745 9,780 Inventories, net 9,513 7,766 Prepaid expenses and other assets 882 482 Total current assets 54,175 48,158 Property and equipment, net 1,853 2,269 Deposits 198 182 $56,226 $50,609 Liabilities and Stockholders' Equity Current liabilities: Current installments of obligations under capital leases $9 $14 Accounts payable, trade 1,664 2,180 Accrued expenses 3,493 3,513 Taxes payable 124 185 Customer advance payments 539 877 Total current liabilities 5,829 6,769 Deferred rent -- 11 Obligations under capital leases, excluding current installments -- 6 Accrued stock option compensation 181 205 Total liabilities 6,010 6,991 Stockholders' equity: Common stock 16 16 Additional paid-in capital 55,242 53,102 Accumulated deficit (5,042) (9,500) Total stockholders' equity 50,216 43,618 $56,226 $50,609 Radyne ComStream Inc. Consolidated Statements of Operations (Unaudited, in thousands except share data) Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 Net sales $12,020 $14,792 $27,093 $25,672 Cost of sales 5,971 8,160 13,064 15,374 Gross profit 6,049 6,632 14,029 10,297 Operating expenses: Selling, general and administrative 3,462 3,702 6,872 7,153 Research and development 1,258 1,612 2,554 3,329 Total operating expenses 4,720 5,314 9,426 10,482 Earnings (loss) from operations 1,329 1,318 4,603 (185) Other (income) expense: Interest expense 3 9 5 18 Interest and other income (89) (64) (172) (126) Earnings (loss) before income taxes 1,415 1,372 4,770 (76) Income taxes 92 -- 312 -- Net earnings (loss) $1,323 $1,372 $4,458 $(76) Earnings (loss) per share: Basic $0.08 $0.09 $0.27 $(0.00) Diluted $0.08 $0.09 $0.26 $(0.00) Weighted average number of common shares outstanding: Basic 16,475,517 15,310,185 16,410,220 15,309,512 Diluted 17,210,574 15,310,185 17,429,743 15,309,512 SOURCE Radyne ComStream Inc. -0- 07/28/2004 /CONTACT: Malcolm Persen, Chief Financial Officer of Radyne ComStream Inc., +1-602-437-9620/ /Web site: http://www.radn.com / (RADN RADNW) CO: Radyne ComStream Inc. ST: Arizona IN: CPR STW MLM TVN SU: ERN CCA -----END PRIVACY-ENHANCED MESSAGE-----