-----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, CfgJYlW/wKNbRt2/T+5s8VY2ZAuSYJ6JhSUMb40vrlLj1hC5z7mXnUXSJV2lRmtX UgVVzyC2G3XiNFcyku3SWQ== 0001275287-06-002101.txt : 20060424 0001275287-06-002101.hdr.sgml : 20060424 20060424163100 ACCESSION NUMBER: 0001275287-06-002101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060424 DATE AS OF CHANGE: 20060424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RADYNE CORP 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: 06775472 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 COMSTREAM INC DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: RADYNE CORP DATE OF NAME CHANGE: 19920703 8-K 1 rc5494.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) April 24, 2006 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 April 24, 2006, Radyne Corporation, announced via press release, results for the period ending March 31, 2006. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS 99.1 Press release dated April 24, 2006 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 April 24, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ---------------------------------------- *99.1 Press release dated as of April 24, 2006 - ---------- *Filed herewith. EX-99.1 2 rc5494ex991.txt EXHIBIT 99.1 Exhibit 99.1 RADYNE REPORTS EARNINGS PER SHARE OF 13 CENTS PHOENIX, AZ - April 24, 2006 - Radyne Corporation (Nasdaq: RADN), today reported sales for the first quarter of 2006 of $31.2 million compared to first quarter 2005 sales of $13.7 million. The increase resulted from both continued growth in sales of the Company's satellite and broadcast business and the addition of sales from recently acquired Xicom Technology, Inc. The consolidated results announced today include Xicom's sales during the first quarter of 2006. Net sales for Radyne's pre-acquisition business, excluding Xicom, increased by 23% to $16.9 million during the first quarter compared to the same period one year ago. Earnings from operations increased 86% to $3.6 million during the first quarter of 2006 from $2.0 million for the first quarter of 2005. Net earnings, after taxes and interest, for the first quarter of 2006 were $2.4 million, or $0.13 per fully diluted share compared to earnings of $1.4 million, or $0.08 per fully diluted share for the same quarter of 2005. As a result of adopting new compensation expense accounting standards during the first quarter of 2006, earnings included equity compensation expense which had the effect of $0.02 per fully diluted share. Bookings during the quarter were $32.7 million, a 142% increase over bookings of $13.5 million in the first quarter of 2005. At the end of the first quarter of 2006, Radyne's consolidated backlog was $33.8 million compared to $9.4 million at the end of the first quarter of 2005. The backlog for the Radyne pre-acquisition business was $14.9 million at the end of the first quarter of 2006. "The year is off to a good start," commented Bob Fitting, CEO. "We continue to see strength with our established customers along with some key wins in new programs and products across all of our markets." At the end of the quarter, Radyne's cash balance increased to $21.6 million compared to $16.9 million in cash at year-end 2005. Consolidated Accounts Receivable decreased to $18.2 million compared to $20.3 million at the beginning of 2006. Consolidated Inventory increased to $22.1 million from $18.1 million at the beginning of 2006. Radyne will be holding a conference call on Monday, April 24, 2006 at 4:30 p.m. EDT to discuss its first quarter 2006 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-800-706-7741 and the international dial in number is +1-617-614-3471. 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, troposcatter, 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 from financing or operations and asset and sales 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 first parties. Financial Statements follow. RADYNE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
MARCH 31, DECEMBER 31, 2006 2005 ------------ ------------ UNAUDITED ASSETS CURRENT ASSETS: Cash and cash equivalents $ 21,643 $ 16,928 Accounts receivable - trade, net of allowance for doubtful accounts of $500 and $804, respectively 18,203 20,337 Inventories 22,085 18,057 Deferred tax assets 2,751 3,010 Prepaid expenses and other assets 862 864 ------------ ------------ Total current assets 65,544 59,196 Goodwill 30,557 30,333 Intangibles 6,421 6,706 Property and equipment, net 4,014 4,098 Other assets 264 295 ------------ ------------ TOTAL ASSETS $ 106,800 $ 100,628 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 6,408 $ 5,054 Accrued expenses 7,610 9,045 Customer advance payments 2,955 2,319 Current portion of long-term debt 1,000 1,000 Income taxes payable 505 609 ------------ ------------ Total current liabilities 18,478 18,027 Long-term debt, less current portion 3,500 3,750 Deferred tax liability 625 752 Deferred rent 278 413 Accrued stock option compensation 6 46 ------------ ------------ Total liabilities 22,887 22,988 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock; $.001 par value - authorized, 50,000,000 shares; issued and outstanding, 17,749,444 shares and 17,334,467 shares, respectively 18 17 Additional paid-in capital 67,059 63,171 Retained earnings 16,844 14,450 Other comprehensive income (8) 2 ------------ ------------ Total stockholders' equity 83,913 77,640 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 106,800 $ 100,628 ============ ============
RADYNE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE DATA) UNAUDITED
THREE MONTHS ENDED MARCH 31, ---------------------------- 2006 2005 ------------ ------------ Net sales $ 31,194 $ 13,709 Cost of sales 18,304 6,583 ------------ ------------ Gross profit 12,890 7,126 ------------ ------------ OPERATING EXPENSES: Selling, general and administrative 6,529 3,677 Research and development 2,724 1,498 ------------ ------------ Total operating expenses 9,253 5,175 ------------ ------------ Earnings from operations 3,637 1,951 OTHER (INCOME) EXPENSE: Interest expense 77 26 Interest and other income (217) (251) ------------ ------------ Earnings before income taxes 3,777 2,176 Income tax expense 1,381 732 ------------ ------------ Net earnings $ 2,396 $ 1,444 ============ ============ EARNINGS PER SHARE: Basic $ 0.14 $ 0.09 ============ ============ Diluted $ 0.13 $ 0.08 ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: Basic 17,557 16,473 ============ ============ Diluted 18,654 17,258 ============ ============
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