8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2003

NORTH PITTSBURGH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-13716	25-1485389
(State or other jurisdiction of incorporation)	Commission File Number	IRS Employer Identification Number

4008 Gibsonia Road
Gibsonia, PA 15044-9311	15044-9311
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (724) 443-9600

N/A

(Former name or former address, if changed since last report.)

Item 12. Results of Operations and Financial Condition.

On October 27, 2003, North Pittsburgh Systems, Inc. (the Company) issued a press release announcing earnings for the third quarter of 2003, the text of which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 12 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

In addition to historic information, this report, including the exhibit, contains forward-looking statements regarding events and financial trends. Various factors could affect future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Some of those factors are identified in the Company’s periodic reports filed with the Securities and Exchange Commission, the most recent of which is the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003.

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by North Pittsburgh Systems, Inc., dated October 27, 2003.

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 hereunto duly authorized.

		North Pittsburgh Systems, Inc.
		(Registrant)
Date	October 28, 2003	/S/    H.R. BROWN
		H. R. Brown, President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

NORTH PITTSBURGH SYSTEMS, INC.

4008 GIBSONIA ROAD

GIBSONIA, PA 15044-9311

Contact: Harry R. Brown Phone: (724) 443-9456 Fax: (724) 443-9431

FOR IMMEDIATE RELEASE

NORTH PITTSBURGH SYSTEMS, INC.

REPORTS THIRD QUARTER 2003 EARNINGS

October 27, 2003, Gibsonia, Pennsylvania—North Pittsburgh Systems, Inc. [NASDAQ:NPSI] today announced net income of $3,870,000, or $.26 per share, on operating revenues of $26,302,000 for the third quarter of 2003. This compares to net income of $3,423,000, or $.23 per share, on operating revenues of $23,701,000 for the comparable period last year. NPSI’s President, Harry R. Brown, stated that the increase in earnings was attributable primarily to the continued growth in revenues and income of the Company’s Competitive Local Exchange Carrier (CLEC), a reduction in net interest expense as a result of the strengthening of the Company’s balance sheet through the reduction of total debt outstanding by almost $20 million, or 40.8%, since September 30, 2002, and the prior year comparable quarter having included an approximate $193,000 charge related to the bankruptcies of WorldCom and other carriers.

Mr. Brown explained that operating revenues increased $2,601,000, or 11.0%, in the 2003 third quarter versus third quarter 2002. The increase was principally the result of the aggressive pursuit of new customers through the Company’s CLEC operations as well as the continued expansion of enhanced services, such as Digital Subscriber Line (DSL), vertical features and high-capacity data lines. In addition, as previously noted, the third quarter of 2002 included approximately $193,000 in carrier bankruptcy charges, which were recorded as a reduction in revenue.

Operating expenses for the third quarter of 2003 increased $1,946,000, or 10.9%, over the comparable prior year period. As is the case with many other businesses, the Company has experienced significant increases in both pension expense and healthcare insurance premiums. In addition, variable costs have increased at the Company’s CLEC in association with its revenue growth, and its depreciation expense has increased due to a higher asset balance.

For the first nine months of 2003, net income increased $923,000, or 10.4%, to $9,813,000 from $8,890,000 in 2002 and earnings per share were $.65 as compared to $.59 in 2002. The Company’s operating revenues increased $8,232,000, or 11.9%, from the comparable period in 2002. In addition to the factors described above in the third quarter analysis, the increase in year-to-date revenues was also positively impacted by $427,000 in final inter-carrier settlement adjustments recorded in the second quarter of 2003 and by $501,000 in carrier bankruptcy charges recorded in the second quarter of 2002.

Operating expenses for the year-to-date period increased $9,155,000, or 17.4%, from the comparable period in 2002. In addition to the factors described above in the third quarter analysis, operating expenses for 2003 were also impacted by $2,725,000 in charges associated with a workforce reduction program at the Company’s Incumbent Local Exchange Carrier (ILEC), North Pittsburgh Telephone Company (NPTC), $2,659,000 of which were recorded in the second quarter of 2003. Excluding the workforce reduction charges, operating expense for the year-to-date period would have increased by $6,430,000, or 12.3%.

Other (Income) Expense improved $2,481,000 from the prior year period due to a $799,000 reduction in net interest expense as a result of a significantly lower debt balance, a $312,000 increase in equity income recorded from the Company’s limited partner interests in three cellular partnerships and because the prior year period included $1,220,000 of costs expended by the Company in exploring strategic alternatives and business arrangements.

Mr. Brown reported that the Company now had more than 44,600 CLEC access line equivalents installed as well as 9,333 DSL lines sold across all subsidiaries. CLEC access lines equivalents and consolidated DSL lines have grown 60% and 40%, respectively, over the last twelve months. The significant investments made to implement a CLEC edge-out strategy and to expand broadband capabilities at all subsidiaries are continuing to be a growth engine in producing increases in revenues. On the cost side, he stated that management is confident it has taken the steps necessary to preserve the strong operating margins and cash flows at NPTC by right sizing the workforce to better align operating costs with the current market conditions and financial objectives. Mr. Brown pointed out that by remaining focused and executing upon its core strengths, the Company has been able to use its cash flows from operations and cash reserves to significantly pay down debt, to internally finance over the last nine quarters the capital requirements of both its CLEC and ILEC, to reward shareholders with a dividend yield that is consistently among the highest in the ILEC sector and, perhaps most importantly, to enhance the Company’s overall financial strength and flexibility.

North Pittsburgh Systems, Inc. has total assets of $148 million and operates an integrated high-technology telecommunications business in Western Pennsylvania providing competitive and local exchange services, long distance, business phone systems and Internet services through its subsidiaries, North Pittsburgh Telephone Company, Penn Telecom, Inc. and Pinnatech, Inc. (Nauticom). The Company serves approximately 75,500 access lines in its franchised local exchange territory and 44,600 access line equivalents in its CLEC edge-out markets.

In addition to historical information, this information may contain forward-looking statements regarding events, financial trends and accounting policies that may affect the Company’s future operating results, financial position or cash flows. Such forward-looking statements are based on assumptions and estimates and involve risks and uncertainties. Various factors could affect the future results and could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Factors that could cause such a difference include, but are not limited to: a change in economic conditions; government and regulatory policies (at both the federal and state levels); unanticipated higher capital spending for, or delays in, the deployment of new technologies; the pricing and availability of equipment, materials and inventories; changes in the competitive environment; and the Company’s ability to continue to penetrate its edge-out markets. This information should be read in conjunction with the Company’s periodic reports filed with the Securities and Exchange Commission, the most recent of which is the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003.

NORTH PITTSBURGH SYSTEMS, INC.

SUMMARIZED FINANCIAL INFORMATION

(Unaudited – Except Dec. 31, 2002 balances)

(Amounts in Thousands – Except Per Share Data)

	For the Three Months Ended September 30					For the Nine Months Ended September 30
	2003			2002		2003			2002
Total operating revenues	$	26,302		$	23,701	$	77,623		$	69,391
Total operating expenses		19,777			17,831		61,630			52,475
Net operating income		6,525			5,870		15,993			16,916
Other (income) expense, net:		(54	)		41		(703	)		1,778
Income before income taxes		6,579			5,829		16,696			15,138
Provision for income taxes		2,709			2,406		6,883			6,248
Net income	$	3,870		$	3,423	$	9,813		$	8,890
Common shares outstanding		15,005			15,005		15,005			15,005
Basic and diluted earnings per share	$	.26		$	.23	$	.65		$	.59
Dividends per share	$	.17		$	.17	$	.51		$	.51

	Sept. 30 2003		Dec. 31 2002
Cash and temporary investments	$	25,494	$	22,244
Total assets		148,390		150,403
Total debt		28,538		30,852
Total shareholders’ equity		75,714		74,892