-----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, KD2zQ7/OwnWKs+FAAPsedUXh+J4W7m1xfBspJsaKkfqrorhy0kZwXfDWtYUUvEZQ 6yZyYCl3T3KJw+93NZC1uQ== 0001275287-06-005332.txt : 20061023 0001275287-06-005332.hdr.sgml : 20061023 20061023161524 ACCESSION NUMBER: 0001275287-06-005332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061023 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 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: 061158007 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 rc7567.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) October 23, 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 October 23, 2006, Radyne Corporation, announced via press release, results for the period ending September 30, 2006. A copy of the press release is attached hereto. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBITS 99.1 Press release dated October 23, 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 October 23, 2006 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- --------------------------------------------------------------------- *99.1 Press release dated as of October 23, 2006 - ---------- *Filed herewith. EX-99.1 2 rc7567ex991.txt EXHIBIT 99.1 Exhibit 99.1 RADYNE REPORTS THIRD QUARTER SALES OF $32.1 MILLION PHOENIX, Oct. 23 /PRNewswire-FirstCall/ -- Radyne Corporation (Nasdaq: RADN), today reported net sales for the third quarter of 2006 of $32.1 million compared to third quarter 2005 net sales of $32.1 million. During the quarter, net sales for the amplifier segment (Xicom Technology) rose to $15.6 million, an increase of 15% from third quarter 2005 sales of $13.6 million. Net sales for the satellite electronics and broadcast segment for the quarter were $16.5 million compared to $18.6 million for the third quarter of 2005. Net earnings for the third quarter of 2006 were $2.8 million, or $0.15 per diluted share compared to earnings of $2.9 million, or $0.16 per diluted share for the same quarter of 2005. Earnings from operations were $3.8 million during the third quarter of 2006 compared to $4.4 million for the third quarter of 2005. Third quarter 2006 includes equity compensation expense of $924,000 which had the effect of reducing earnings per diluted share by $0.03. Bookings during the quarter were $32.1 million, compared to bookings of $36.3 million in the third quarter of 2005. At the end of the third quarter of 2006, Radyne's backlog was $33.2 million compared to $34.0 million at the end of the third quarter of 2005. For the first nine months of 2006, sales rose 47% to $97.9 million compared to $66.5 million for the first nine months of 2005. Consolidated sales for the nine months of 2005 included eighteen weeks of Xicom amplifier sales. Earnings per diluted share for the first nine months of 2006 grew to $0.44 from $0.36 for the same period in 2005. During the first nine months of 2006, the Company recorded $1.5 million of expense related to its CEO succession which had the effect of reducing earnings per diluted share by $0.05. "Xicom had a record month of sales in September and is on pace for a record year," commented Myron Wagner, Radyne's CEO. "Our satellite electronics and broadcast segment results were impacted by the loss of one order and the deferral of two others into the fourth quarter. However, we remain optimistic that sales in this business will recover during our traditionally strong fourth quarter. Coupled with Xicom's strength, we continue to believe that the full year, 2006 will meet our expectations." For the first nine months of 2006, Radyne's cash balance increased 70% to $28.7 million compared to $16.9 million at the beginning of 2006. Consolidated Accounts Receivable increased to $22.1 million compared to $20.3 million at the beginning of 2006. Consolidated Inventory was $21.3 million compared to $18.1 million at the beginning of 2006. Radyne will be holding a conference call on Monday, October 23, 2006 at 4:30 p.m. EDT to discuss its third quarter 2006 financial results and operational highlights. The call is open to the public. The domestic dial in number is 1-866-700-7477 and the international dial in number is +1-617-213-8840. 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, San Diego, and Santa Clara, 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 Xicom sales will continue to grow or that consolidated results for the year will meet expectations. 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. Financial Statements follow. Radyne Corporation Condensed Consolidated Balance Sheets (in thousands, except share data) September 30, December 31, 2006 2005 ------------- ------------- Assets Current assets: Cash and cash equivalents $ 28,724 $ 16,928 Accounts receivable - trade, net of allowance for doubtful accounts of $256 and $804, respectively 22,088 20,337 Inventories 21,287 18,057 Deferred tax assets 2,961 3,010 Income tax receivable 622 -- Prepaid expenses and other assets 443 864 Total current assets 76,125 59,196 Goodwill 29,950 30,333 Intangibles 5,852 6,706 Property and equipment, net 3,811 4,098 Other assets 221 295 Total Assets $ 115,959 $ 100,628 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 4,123 $ 5,054 Accrued expenses 9,051 9,045 Customer advance payments 1,164 2,319 Current portion of long-term debt 1,000 1,000 Income taxes payable -- 609 Total current liabilities 15,338 18,027 Long-term debt, less current portion 3,000 3,750 Deferred tax liability 125 752 Deferred rent and other 201 459 Total liabilities 18,664 22,988 Stockholders' equity: Common stock; $.001 par value - authorized, 50,000,000 shares; issued and outstanding, 18,276,381 shares and 17,334,467 shares, respectively 18 17 Additional paid-in capital 74,506 63,171 Retained earnings 22,752 14,450 Other comprehensive income 19 2 Total stockholders' equity 97,295 77,640 Total Liabilities and Stockholders' Equity $ 115,959 $ 100,628 Radyne Corporation Condensed Consolidated Statements of Operations (in thousands, except per share data) Unaudited
Three Months Ended Nine Months Ended September 30, September 30, --------------------------------------- --------------------------------------- % of % of % of % of 2006 Sales 2005 Sales 2006 Sales 2005 Sales ---------- ----- ---------- ----- ---------- ----- ---------- ----- Net sales $ 32,073 $ 32,146 $ 97,899 $ 66,468 Cost of sales 17,865 18,780 56,372 36,337 Gross profit 14,208 44% 13,366 42% 41,527 42% 30,131 45% Operating expenses: Selling, general and administrative 7,543 6,265 21,259 14,656 Research and development 2,880 2,727 8,220 6,058 Total operating expenses 10,423 8,992 29,479 20,714 Earnings from operations 3,785 12% 4,374 14% 12,048 12% 9,417 14% Other (income) expense: Interest expense 64 87 210 166 Interest and other income (358) (57) (952) (545) Earnings before income taxes 4,079 4,344 12,790 9,796 Income tax expense 1,325 1,464 4,487 3,399 Net earnings $ 2,754 9% $ 2,880 9% $ 8,303 8% $ 6,397 10% Earnings per share: Basic $ 0.15 $ 0.17 $ 0.46 $ 0.38 Diluted $ 0.15 $ 0.16 $ 0.44 $ 0.36 Weighted average number of common shares outstanding: Basic 18,238 16,995 17,938 16,734 Diluted 18,922 17,927 18,819 17,533
Radyne Corporation Segment Reporting Unaudited Three months ended September 30, 2005 (in thousands) Satellite electronics and broadcast equipment Amplifiers Corporate Total ----------------------- ---------- --------- -------- Net sales $ 18,591 $ 13,555 $ -- $ 32,146 Operating income 7,048 766 (3,440) 4,374 Depreciation and amortization $ 228 $ 617 $ -- $ 845 Three months ended September 30, 2006 (in thousands) Satellite electronics and broadcast equipment Amplifiers Corporate Total ----------------------- ---------- --------- -------- Net sales $ 16,503 $ 15,570 $ -- $ 32,073 Operating income 6,632 1,541 (4,388) 3,785 Depreciation and amortization $ 266 $ 649 $ -- $ 915 Nine months ended September 30, 2005 (in thousands) Satellite electronics and broadcast equipment Amplifiers Corporate Total ----------------------- ---------- --------- -------- Net sales $ 47,912 $ 18,556 $ -- $ 66,468 Operating income 18,100 1,058 (9,741) 9,417 Depreciation and amortization $ 684 $ 788 $ -- $ 1,472 Total assets $ 33,654 $ 58,204 $ -- $ 91,858 Nine months ended September 30, 2006 (in thousands) Satellite electronics and broadcast equipment Amplifiers Corporate Total ----------------------- ---------- --------- -------- Net sales $ 51,295 $ 46,604 $ -- $ 97,899 Operating income 19,616 4,694 (12,262) 12,048 Depreciation and amortization $ 791 $ 1,882 $ -- $ 2,673 Total assets $ 54,942 $ 61,017 $ -- $115,959 SOURCE Radyne Corporation -0- 10/23/2006 /CONTACT: Malcolm Persen, Chief Financial Officer of Radyne Corporation, +1-602-437-9620/ /Web site: http://www.radn.com / -----END PRIVACY-ENHANCED MESSAGE-----