-----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, CA7C1HeNt/L92NoiuZuTTJvcR4vIH2+h72gFgcVnzp3DVsDvzZwA3lkwH8etvAnI DZpAJGqfaRmRsV1jANjwsA== 0001275287-05-001516.txt : 20050427 0001275287-05-001516.hdr.sgml : 20050427 20050427163832 ACCESSION NUMBER: 0001275287-05-001516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 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: 05776842 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 rc2548.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) April 27, 2005 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 April 27, 2005, Radyne ComStream Inc., announced via press release, results for the period ending March 31, 2005. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.1 Press release dated April 27, 2005 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 April 27, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------- ------------------------------------------------------------------- *99.1 Press release dated as of April 27, 2005 - ---------- *Filed herewith. EX-99.1 2 rc2548ex991.txt Exhibit 99.1 RADYNE REPORTS 1ST QUARTER EARNINGS OF $.08 PER SHARE PHOENIX, April 27 /PRNewswire-FirstCall/ -- Radyne ComStream Inc. (Nasdaq: RADN), today reported net earnings of $1.4 million, or $0.08 per fully diluted share, for its fiscal first quarter ended March 31, 2005 compared to earnings of $3.1 million, or $0.18 per fully diluted share for the same quarter of 2004. Net sales for the first quarter of 2005 were $13.7 million compared to first quarter 2004 net sales of $15.1 million. Earnings during the first quarter of 2004 reflected a 6.5% tax rate while the Company incurred taxes at a 33.5% rate for the first quarter of 2005. Further, sales during the first quarter of 2004 resulted in part from the previously announced acceleration, at a customer's request, of a major order originally scheduled for the second quarter of 2004. Bookings during the quarter were $13.5 million, a 19% increase over bookings of $11.3 million in the first quarter of 2004. As a result, Radyne's backlog was $9.4 million at the end of the first quarter of 2005 compared to $4.6 million at the end of the first quarter of 2004. Gross margins during the first quarter of 2005 were 52% compared to gross margins of 53% for the same period in 2004. The Company continued to generate cash with its quarter-end balance increasing to $43.7 million from $39.3 million at the beginning of this year including $3.1 million from the sale of stock and redemption of warrants. Accounts Receivable declined to $8.6 million or 57 days of sales outstanding compared to $9.7 million and 61 days at the beginning of the year. Inventory increased to $8.6 million from $8.1 million at the beginning of 2005. "Our order pipeline remains strong reflecting a return of the international markets to a more normal level," commented Bob Fitting, CEO. "We continue to have a good cash flow as a result of our continued high margins. With the introduction of our new IMT (Integrated Modem Transceiver), a complete earth station in one outdoor package, we expect to make new inroads wherever portability is required." The planned acquisition of Xicom Technology continues on schedule. As previously announced, Radyne will pay approximately $41 million for Xicom, consisting of $2 million in stock and $39 million in cash, and assume $5 million in debt. Radyne anticipates that the closing will be completed during the month of May. Radyne will be holding a conference call on Wednesday, April 27, 2005 at 4:30 p.m. EDT to discuss its first quarter 2005 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-800-798-2884 and the international dial in number is 617-614-6207. 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 its Tiernan subsidiary, is a supplier of HDTV and SDTV encoding and transmission equipment. In addition, the Company recently announced its intention to acquire Xicom Technology, a producer of high power amplifiers for communications applications. Radyne is headquartered in Phoenix, Arizona, has manufacturing facilities in Phoenix and San Diego, and sales offices in Singapore, Beijing, Jakarta and the United Kingdom. Xicom Technology has manufacturing facilities in Santa Clara, California and a sales office in the United Kingdom. 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 . Additional information on Xicom is available at www.xicomtech.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," "intends" or "anticipates," and do not reflect historical facts. Specific forward- looking statements contained in this press release include expectations for future revenues, orders and backlog, cash flow and earnings per share and indications that the Company will benefit from strong market demand for its new products. There is no assurance that international markets will continue to grow or that if they do, that it will result in more orders for the Company. We cannot guarantee that the Company will continue to generate cash and asset fluctuations may be seasonal in nature and not an indication of future results. There can be no assurance that the indicators that the Company relies on to gauge future business prospects, such as backlog and bookings, will accurately forecast future results. Reference in this earnings release to the Xicom acquisition should not be taken as an indication that the acquisition is imminent or, that if the acquisition is successful, that the intended results will be positive. Should the acquisition succeed, the Company will use a substantial portion of its available cash and some of its credit lines to accomplish the acquisition. There can be no assurance that this will not cause unintended negative results in future periods. Factors that may affect forward-looking statements and the Company's business generally include but are not limited to the following: changes in demand for the Company's products, product mix, the timing of customer orders and deliveries, the impact of competitive products and pricing, constraints on supplies of critical raw materials, excess or shortage of production capacity, and other risks discussed from time to time in the Company's SEC filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. 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. In addition, the Company does not endorse any projections regarding future performance that may be made by third parties. Radyne ComStream Inc. Condensed Consolidated Balance Sheets (in thousands, except share data) March 31, December 31, 2005 2004 ------------ ------------ Unaudited Assets Current assets: Cash and cash equivalents $ 43,675 $ 39,300 Accounts receivable - trade, net of allowance for doubtful accounts of $328 and $350, respectively 8,581 9,728 Inventories 8,640 8,132 Deferred tax assets 2,186 2,218 Prepaid expenses and other assets 843 846 Total current assets 63,925 60,224 Deferred tax assets, net 2,879 3,445 Property and equipment, net 1,680 1,593 Other assets 456 154 Total Assets $ 68,940 $ 65,416 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 1,799 $ 1,566 Accrued expenses 3,115 4,835 Income taxes payable 207 242 Customer advance payments 645 149 Total current liabilities 5,766 6,792 Long-term obligations 264 284 Accrued stock option compensation 146 146 Total liabilities 6,176 7,222 Stockholders' equity: Common stock; $.001 par value - authorized, 50,000,000 shares; issued and outstanding, 16,627,683 shares and 16,232,999 shares, respectively 17 16 Retained earnings 5,207 3,764 Additional paid-in capital 57,540 54,414 Total stockholders' equity 62,764 58,194 Total liabilities and stockholder's equity $ 68,940 $ 65,416 Radyne ComStream Inc. Condensed Consolidated Statements of Operations (in thousands, except share data) Unaudited Three Months Ended March 31, --------------------------- 2005 2004 ------------ ------------ Net sales $ 13,709 $ 15,073 Cost of sales 6,583 7,093 Gross profit 7,126 7,980 Operating expenses: Selling, general and administrative 3,677 3,410 Research and development 1,498 1,296 Total operating expenses 5,175 4,706 Earnings from operations 1,951 3,274 Other (income) expense: Interest expense 26 2 Interest and other income (251) (82) Earnings before income taxes 2,176 3,354 Income tax expense 732 219 Net earnings 1,444 3,135 Earnings per share: Basic $ 0.09 $ 0.19 Diluted $ 0.08 $ 0.18 Weighted average number of common shares outstanding: Basic 16,473 16,345 Diluted 17,258 17,659 SOURCE Radyne ComStream Inc. -0- 04/27/2005 /CONTACT: Malcolm Persen, Chief Financial Officer of Radyne ComStream Inc., +1-602-437-9620/ /Web site: http://www.fulldisclosure.com / /Web site: http://www.xicomtech.com / /Web site: http://www.radn.com / -----END PRIVACY-ENHANCED MESSAGE-----