-----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, GICN+x/kjmb/VQuJ272GEDm2U72WOzqsgiGj2zXWxH2xILnLVw2/87FjbSTjAEne AgtnfO3VzwEH9oE/vb5Yvw== 0000891092-04-005131.txt : 20041027 0000891092-04-005131.hdr.sgml : 20041027 20041027163008 ACCESSION NUMBER: 0000891092-04-005131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 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: 041099851 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 e19474_8k.txt FORM 8K 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) October 27, 2004 Radyne ComStream Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-11685 11-2569467 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 3138 E. Elwood Street, Phoenix AZ 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.) 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 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 27, 2004, Radyne ComStream Inc., announced via press release, results for the period ending September 30, 2004. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.1 Press release dated October 27, 2004 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, thereunto duly authorized. RADYNE COMSTREAM INC. By: /s/ Malcolm C. Persen ------------------------------------------ Malcolm C. Persen Vice President and Chief Financial Officer Date October 27, 2004 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- *99.1 Press release dated as of October 27, 2004 - ---------- *Filed herewith. EX-99.1 2 e19474ex99_1.txt PRESS RELEASE Exhibit 99.1 Radyne Reports Third Quarter Earnings of $0.36 Per Share PHOENIX, Oct. 27 /PRNewswire-FirstCall/ -- Radyne ComStream Inc. (Nasdaq: RADN; Warrants: RADNW), today reported net earnings of $6.1 million, or $0.36 per fully diluted share, for its third quarter ended September 30, 2004 compared to earnings of $1.6 million, or $0.10 per fully diluted share for the same quarter of 2003. Earnings include a tax benefit of $4.3 million or $ 0.25 per fully diluted share due primarily to the reduction of a valuation allowance against deferred tax assets arising from the Company's net operating loss carryforwards and unused tax credits of $4.1 million. Net sales for third quarter 2004 were $12.7 million compared to third quarter 2003 net sales of $15.8 million. For the first nine months of 2004, sales were $39.8 million compared to $41.5 million for the first nine months of 2003. During the same period, gross profit increased 18%. Gross margins for the first nine months of 2004 were 52% compared to gross margins of 42% for the same period in 2003. The improvement reflects the Company's continuing development of new products with lower manufacturing costs and the success of its new products in the broadcast market. Also, at the end of the quarter, sales backlog was $5.7 million compared to $5.8 million at the end of the second quarter. Overall, the Company booked $12.5 million in orders during the third quarter compared to $13.8 million during the third quarter of 2003. For the first nine months of 2004, bookings rose to $37.1 million from $36.3 million during the same period of 2003. The bookings for the quarter were influenced by a number of key orders that slipped into the fourth quarter. Since the end of the quarter, the company has booked an additional $5.1 million in new orders. Sales and bookings were further impacted by the Company's decision to withdraw from bidding for large-scale and low-margin system integration jobs. This decision resulted in a reduction in sales of $1.9 million over the first nine months of 2004. The Company's balance sheet remains strong with a cash balance of $35.4 million compared to $30.1 million at the beginning of this year. Accounts receivable declined to $8.5 million or 60.9 days of sales outstanding compared to $9.8 million and 62 days at the end of 2003. Inventory increased to $8.9 million from $7.8 million at the beginning of 2004 as the Company made planned components purchases to assure customer delivery times. During the quarter, Radyne repurchased $2.4 million of its shares at an average purchase price of $6.89. "Our new products, particularly for the broadcast market, continue to generate strong positive market reactions," commented Bob Fitting, CEO. "The resultant higher margins coupled with continued demand in digital television bode well for continued high profitability." Radyne will be holding a conference call on Wednesday, October 27, 2004 at 4:30 p.m. EDT to discuss its third quarter 2004 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-800-901-5241 and the international dial in number is +1-617-786-2963. 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 development of new products and, once developed, if they will be accepted into the marketplace so as to effect profits; (iii) expected new orders, the demand for digital television, and improved market conditions may not materialize, and even if they do, may not result in higher sales/profits; (iv) our inability to generate profits sufficient to offset the deferred tax assets recently capitalized on the balance sheet could result in an asset impairment charge; (v) planned component purchases, and the resultant increase in inventory levels, may not enhance our ability to deliver products on a timely basis and, (vi) the stock repurchase plan may not continue, and even if it does, the desired effect of enhancing earnings per share may not materialize. 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) Assets Sept. 30, 2004 Dec. 31, 2003 Unaudited Current assets: Cash and cash equivalents $35,366 $30,130 Accounts receivable - trade, net of allowance for doubtful accounts of $232 and $489, respectively 8,481 9,780 Inventories, net 8,947 7,766 Deferred tax assets 2,795 -- Prepaid expenses and other assets 683 482 Total current assets 56,272 48,158 Deferred tax assets 2,945 -- Property and equipment, net 1,696 2,269 Deposits 182 182 $61,095 $50,609 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $1,097 $2,181 Accrued expenses 3,981 3,527 Income taxes payable 160 185 Customer advance payments 466 877 Total current liabilities 5,704 6,770 Long-term obligations -- 16 Accrued stock option compensation 146 205 Total liabilities 5,850 6,991 Stockholders' equity: Common stock 16 16 Additional paid-in capital 54,205 53,102 Retained earnings (deficit) 1,024 (9,500) Total stockholders' equity 55,245 43,618 $61,095 $50,609 Radyne ComStream Inc. Consolidated Statements of Operations (Unaudited, in thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 Net sales $12,707 $15,791 $39,800 $41,463 Cost of sales 6,133 8,655 19,197 24,029 Gross profit 6,574 7,136 20,603 17,434 Operating expenses: Selling, general and administrative 3,523 2,977 10,395 10,130 Research and development 1,411 1,554 3,964 4,883 Total operating expenses 4,934 4,531 14,359 15,013 Earnings from operations 1,640 2,605 6,244 2,421 Other (income) expense: Interest expense 10 4 15 22 Interest and other income (133) (55) (305) (182) Earnings before income taxes 1,763 2,656 6,534 2,581 Income tax (benefit) expense (4,302) 1,032 (3,990) 1,032 Net earnings $6,065 $1,624 $10,524 $1,549 Earnings per share: Basic $0.37 $0.11 $0.64 $0.10 Diluted $0.36 $0.10 $0.61 $0.10 Weighted average number of common shares outstanding: Basic 16,390 15,452 16,404 15,358 Diluted 16,911 15,721 17,159 15,419 SOURCE Radyne ComStream Inc. -0- 10/27/2004 /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. 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