-----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, F8j3pZ/KZoebIbTdzACPsj13+JR3kUJ779NZ9C7pTtDvQP62anWeAPqosQA9SdFt loMSwCE0A+dDbEMllI8RKA== 0001275287-05-003005.txt : 20050804 0001275287-05-003005.hdr.sgml : 20050804 20050803173727 ACCESSION NUMBER: 0001275287-05-003005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050803 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050803 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11685 FILM NUMBER: 05996791 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 rc3294.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) August 3, 2005 RADYNE CORPORATION ------------------------------------------------------ (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 August 3, 2005, Radyne Corporation announced via press release, results for the period ending June 30, 2005. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS 99.1 Press release dated August 3, 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 CORPORATION By: /s/ Malcolm C. Persen ------------------------ Malcolm C. Persen Vice President and Chief Financial Officer Date August 3, 2005 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ---------------------------------------- *99.1 Press release dated as of August 3, 2005 - ---------- *Filed herewith. EX-99.1 2 rc3294ex991.txt Exhibit 99.1 RADYNE REPORTS 71% INCREASE IN 2ND QUARTER SALES PHOENIX, Aug. 3 /PRNewswire-FirstCall/ -- Radyne Corporation (Nasdaq: RADN), today reported net sales for the second quarter of 2005 were $20.6 million compared to second quarter 2004 net sales of $12.0 million. The increase resulted from both growth in sales of the Company's core satellite and video business, as well as the addition of sales from recently acquired Xicom Technology, Inc. As previously announced, Radyne completed the Xicom acquisition on May 27th and the consolidated results announced today reflect financial activity since that date. Net sales for Radyne, excluding Xicom, increased by 31% to $15.7 million during the second quarter. The growth in sales is attributable to strength in the Company's core satellite and broadcast markets. Net earnings for the second quarter of 2005 were $2.1 million, or $0.12 per fully diluted share compared to earnings of $1.3 million, or $0.08 per fully diluted share for the same quarter of 2004. For the first six months of 2005, sales rose 27% to $34.3 million compared to $27.1 million for the first six months of 2004. Bookings during the quarter were $22.7 million, a 71% increase over bookings of $13.3 million in the second quarter of 2004. At the end of the second quarter of 2005, Radyne's backlog was $30.2 million compared to $5.8 million at the end of the second quarter of 2004. The backlog for Radyne, excluding Xicom, rose to $13.3 million. During the quarter, the completion of the Xicom acquisition coupled with a borrowing of $5.0 million resulted in a cash balance of $5.9 million compared to $39.3 million at year-end 2004. Consolidated Accounts Receivable increased to $17.1 million compared to $9.7 million at the beginning of the year. Consolidated Inventory increased to $18.9 million from $8.1 million at the beginning of 2005. "This is our 9th consecutive profitable quarter," commented Bob Fitting, CEO. "In addition to outstanding Radyne financial results and strong Radyne product lines, we believe the Xicom addition to the company will produce additional desirable financial and strategic results continuing our string of profitable quarters." Radyne will be holding a conference call on Wednesday, August 3, 2005 at 4:30 p.m. EDT to discuss its second quarter 2005 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-866-202-3048 and the international dial in number is 617-213-8843. The conference will also be accessible via the Internet at www.radn.com and www.earnings.com. About Radyne Corporation Radyne Corporation 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. The Xicom Technology subsidiary is a producer of high power amplifiers for communications applications. Radyne is headquartered in Phoenix, Arizona, has manufacturing facilities in Phoenix, Arizona; and San Diego, and Santa Clara, California and sales offices in Singapore, Beijing, Jakarta and 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 Corporation 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 Corporation 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 the Xicom acquisition will continue to provide desirable financial or strategic results 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. 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 Corporation 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 Corporation Condensed Consolidated Balance Sheets (in thousands, except share data) June 30, December 31, 2005 2004 ------------ ------------ Assets Unaudited Current assets: Cash and cash equivalents $ 5,899 $ 39,300 Accounts receivable - trade, net of allowance for doubtful accounts of $818 and $350, respectively 17,141 9,728 Inventories 18,937 8,132 Deferred tax assets 3,481 2,218 Prepaid expenses and other assets 1,073 846 Total current assets 46,531 60,224 Deferred tax assets, net 3,082 3,445 Property and equipment, net 3,923 1,593 Other assets 282 154 Goodwill and intangibles 35,001 -- Total Assets $ 88,819 $ 65,416 Liabilities and Stockholders' Equity Current liabilities: Current portion of long term debt $ 1,000 -- Accounts payable 6,437 $ 1,566 Accrued expenses 6,789 4,835 Income taxes payable 290 242 Customer advance payments 2,248 149 Total current liabilities 16,764 6,792 Long term debt 4,000 -- Long-term obligations 662 284 Accrued stock option compensation 141 146 Total liabilities 21,567 7,222 Stockholders' equity: Common stock; $.001 par value - authorized, 50,000,000 shares; issued and outstanding, 16,918,816 shares and 16,232,999 shares, respectively 17 16 Retained earnings 7,252 3,764 Additional paid-in capital 59,983 54,414 Total stockholders' equity 67,252 58,194 Total liabilities and stockholders' equity $ 88,819 $ 65,416 Radyne Corporation Condensed Consolidated Statements of Operations (in thousands, except share data) Unaudited
Three Months Ended Six Months Ended June 30, June 30, -------------------- -------------------- 2005 2004 2005 2004 -------- -------- -------- -------- Net sales $ 20,613 $ 12,020 $ 34,321 $ 27,093 Cost of sales 10,973 5,971 17,556 13,064 Gross profit 9,640 6,049 16,765 14,029 Operating expenses: Selling, general and administrative 4,715 3,462 8,392 6,872 Research and development 1,832 1,258 3,330 2,554 Total operating expenses 6,547 4,720 11,722 9,426 Earnings from operations 3,093 1,329 5,043 4,603 Other (income) expense: Interest expense 54 3 80 5 Interest and other income (238) (89) (488) (172) Earnings before income taxes 3,277 1,415 5,451 4,770 Income tax expense 1,202 92 1,935 312 Net earnings $ 2,075 $ 1,323 $ 3,516 $ 4,458 Earnings per share: Basic $ 0.12 $ 0.08 $ 0.21 $ 0.27 Diluted $ 0.12 $ 0.08 $ 0.20 $ 0.26 Weighted average number of common shares outstanding: Basic 16,727 16,476 16,601 16,410 Diluted 17,410 17,211 17,337 17,430
SOURCE Radyne Corporation -0- 08/03/2005 /CONTACT: Malcolm Persen, Chief Financial Officer of Radyne Corporation, +1-602-437-9620/ /Web site: http://www.xicomtech.com / /Web site: http://www.radn.com / -----END PRIVACY-ENHANCED MESSAGE-----