-----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, WObYWcisFWtNDLfSGcGuSoaqGyT7ZfGPqpZInl9YcH+UngUcQ1IOXlUX7XiYJHNI V3bDoz3J2vkUtvwlhKKRIw== 0001157523-05-000233.txt : 20050113 0001157523-05-000233.hdr.sgml : 20050113 20050113115738 ACCESSION NUMBER: 0001157523-05-000233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050113 DATE AS OF CHANGE: 20050113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 05527444 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 a4799194.txt DPAC TECHNOLOGIES CORP. 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): January 13, 2005 ------------------------------------------------------ DPAC TECHNOLOGIES CORP. ----------------------- (Exact name of registrant as specified in its charter) - -------------------------------------------------------------------------------- California 0-14843 33-0033759 - ----------------------------- -------------------------- ---------------------- (State or other jurisdiction (Commission File Number) I.R.S. Employer of incorporation) Identification Number - -------------------------------------------------------------------------------- 7321 Lincoln Way, Garden Grove, California 92841 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) 714/ 898-0007 ------------- Registrant's telephone number, including area code Not Applicable -------------------------------------------------------------- (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 (see General Instruction A.2. below): [ ] 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)) Section 2 - Financial Information Item 2.02 Results of Operations and Financial Condition. The Registrant files as Exhibit 99.1 to this Report its news release dated January 13, 2005 concerning its financial results for the quarterly period ended November 30, 2004. Section 9 Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits (c) Exhibits -------- 99.1 Press Release of Registrant dated January 13, 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 hereunto duly authorized. DPAC Technologies Corp. ------------------------------------------------ (Registrant) Date: January 13, 2005 ------------------------------------------- /s/ Stephen J. Vukadinovich ------------------------------------------------ (Signature) Stephen J. Vukadinovich, Chief Financial Officer ------------------------------------------------ (Name and Title) EX-99.1 2 a4799194ex991.txt DPAC TECHNOLOGIES CORP. EXHIBIT 99.1 Exhibit 99.1 DPAC Technologies Reports Results for Third Quarter of Fiscal Year 2005 GARDEN GROVE, Calif.--(BUSINESS WIRE)--Jan. 13, 2005-- - -- Airborne wireless products revenue increases 50% sequentially over second quarter. - -- Airborne products backlog increased to $900,000 at November 30, 2004. DPAC Technologies Corp. (Nasdaq:DPAC), a technology company that provides embedded wireless networking and connectivity products, today reported results for its fiscal year 2005 third quarter, ended November 30, 2004. The Company's financial statements have been reclassified to present the memory stacking product line and the industrial, defense and aerospace ("IDA") product line as discontinued operations. Operating Results For the third fiscal quarter, revenue from continuing operations was $334,000 as compared to revenues of $22,000 for the third quarter of the previous year, a period in which the wireless product line, which now constitutes the continuing operations of the Company, was still primarily under development. The Company's net loss from continuing operations totaled $1.4 million, or $(0.06) per share, compared to a net loss from continuing operations for the prior year's third quarter of $7.0 million, or $(0.33) per share. The previous year's net loss for the third quarter included a $5.7 million income tax provision, while the current quarter has no income tax expense or benefit. Discontinued operations realized a gain of $508,000, or $0.02 per share, on revenues of $869,000 for the third quarter of fiscal year 2005. This resulted from final close out shipments of stacking products and royalties. In the prior year's third quarter, the loss from discontinued operations totaled $446,000, or $(0.02) per share, on revenues of $4.3 million. For the nine-month period ended November 30, 2004, revenues from continuing operations totaled $957,000 as compared to $22,000 for the comparable prior-year period, a period in which the wireless product line was primarily still under development. The net loss from continuing operations for the nine-month period ended November 30, 2004 was $5.0 million, or $(0.22) per share, compared to a net loss of $8.4 million, or $(0.40) per share, for the same period a year ago. The net loss in the prior-year period included a $4.8 million income tax provision, while the current year's nine-month period includes $573,000 in restructuring charges, primarily for severance costs, and includes no income tax expense or benefit. Selling, general and administrative expenses increased by $1.0 million to $3.6 million for the nine-month period ended November 30, 2004 as compared to the same prior year period. The increase was a result of increases in spending on sales and marketing efforts to launch the Airborne(TM) wireless product line as well as recruiting costs to obtain the management, sales and engineering personnel utilized in the Airborne(TM) operations. Since the Airborne(TM) product line is in the early stages of introduction to the OEM wireless connectivity market, revenues are currently composed primarily of development kits, prototype orders, pre-production quantities and non-recurring engineering fees. The net gain from discontinued operations for the nine-month period ended November 30, 2004 was $1,000, or $0.00 per share, compared to a net loss of $994,000, or $(0.05) per share for the comparable prior-year period. The results for the current year period include the gain of $721,000 on the sale of assets for both the memory stacking and IDA product lines. Balance Sheet Summary At November 30, 2004, DPAC had total assets of $9.8 million, including cash and cash equivalents of $4.0 million and assets related to discontinued operations of $92,000. This compares to total assets of $13.1 million at the Company's February 29, 2004 year-end, with $4.5 million in cash and cash equivalents and assets related to discontinued operations of $3.0 million at that date. Working capital at November 30, 2004 was $2.6 million compared to $4.3 million at February 29, 2004. Comment and Outlook Kim Early, DPAC's Chief Executive Officer stated, "The 50% revenue increase from the second to the third quarter confirms the on-going progression of our customers through their product design cycles. During the third quarter, we increased our design wins to more than 60 customers who are in various stages of designing and utilizing our Airborne products. Our progress was also reflected in the substantial increase of our order backlog to $900,000 from $230,000 at the end of the previous quarter, though $600,000 of our backlog is not deliverable until the second half of calendar 2005. This kind of delivery timetable reflects the characteristic profile of an initial launch quantity for our customers' new products, anticipated to be followed by a demand for additional shipments as their products begin to obtain market acceptance." Mr. Early continued, "We're proud of the progress we are making in building our customer base and helping our customers through their design and certification processes and into initial production. The receipt of initial production orders from an increasing number of customers confirms our belief in the validity of the Airborne design and our value proposition. These events represent another significant milestone in the transformation of DPAC into a leader in machine-to-machine wireless communications." Conference Call and Webcast Management of DPAC will host a conference call today at 10:30 a.m. Pacific/1:30 p.m. Eastern to discuss DPAC's financial performance in the third quarter of fiscal year 2005. The conference call will feature Chief Executive Officer Kim Early and Chief Financial Officer Steve Vukadinovich. To participate on the live call, please dial (866) 814-1914 toll free. A phone replay will be available for 48 hours (beginning two hours after the completion of the conference call) by dialing (888) 266-2081 or (703) 925-2533 and entering the Passcode 625937. About DPAC Technologies Located in Garden Grove, California, DPAC Technologies provides embedded wireless networking and connectivity products for machine-to-machine communication applications. DPAC's wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics and logistics markets to provide remote data collection and control. The Company's web site address is www.dpactech.com. Forward-Looking Statements This press release includes forward-looking statements. Every statement herein that is not historic in nature is a forward-looking statement for purposes of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in these statements. Factors that affect DPAC's business include, but are not limited to, that our Airborne(TM) products are new, that we sell to original equipment manufacturers for new product introductions by them, and that all of these are subject to risks and uncertainties regarding new product introductions such as uncertainty of market acceptance. Should revenues for our products increase more slowly than we currently anticipate, we may require additional financing. Such financing may not be available on favorable terms. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Forms 10-K, 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise. DPAC Technologies Corp. Condensed Balance Sheets (Unaudited) (in 000's) November 30, February 29, 2004 2004 CURRENT ASSETS: Cash and cash equivalents $4,001 $4,477 Accounts receivable, net 147 31 Inventories 207 37 Prepaid expenses 148 323 Current assets of discontinued operations 92 1,747 Total current assets 4,595 6,615 Property, net 273 264 Goodwill 4,529 4,529 Other assets 374 406 Non-current assets of discontinued operations - 1,274 TOTAL $9,771 $13,088 CURRENT LIABILITIES: Accounts payable $327 $336 Accrued compensation 172 217 Accrued restructuring costs - current 580 489 Other accrued liabilities 279 104 Current liabilities of discontinued operations 639 1,192 Total current liabilities 1,997 2,338 Accrued restructuring costs 384 328 Non-current liabilities of discontinued operations 546 361 Net stockholders' equity 6,844 10,061 TOTAL $9,771 $13,088 DPAC TECHNOLOGIES CORP. Condensed Statement of Income (Unaudited) (in 000's) For the quarter For the nine ended: months ended: November 30, November 30, 2004 2003 2004 2003 Net Sales - Continuing Operations $334 $22 $957 $22 Cost of sales 221 19 780 19 Gross profit 113 3 177 3 COSTS AND EXPENSES: Selling, general and administrative 1,174 845 3,569 2,524 Research and development 388 477 1,086 1,208 Restructuring charges - - 573 - Total costs and expenses 1,562 1,322 5,228 3,732 LOSS FROM OPERATIONS (1,449) (1,319) (5,051) (3,729) INTEREST INCOME 10 16 25 46 LOSS BEFORE INCOME TAX BENEFIT (1,439) (1,303) (5,026) (3,683) INCOME TAX PROVISION - 5,668 - 4,764 LOSS FROM CONTINUING OPERATIONS $(1,439) $(6,971) $(5,026) $(8,447) GAIN (LOSS) FROM DISCONTINUED OPERATIONS 508 (446) 1 (994) NET LOSS $(931) $(7,417) $(5,025) $(9,441) NET GAIN (LOSS) PER SHARE: Continuing Operations - Basic and diluted ($0.06) ($0.33) ($0.22) ($0.40) Discontinued Operations - Basic and diluted $0.02 ($0.02) ($0.00) ($0.05) Net Loss - Basic and diluted ($0.04) ($0.35) ($0.22) ($0.45) Basic and diluted shares 23,732 21,170 23,180 21,073 CONTACT: DPAC Technologies Stephen Vukadinovich, 714-898-0007 Steve.Vukadinovich@dpactech.com or Kim Early, 714-898-0007 Kim.Early@dpactech.com -----END PRIVACY-ENHANCED MESSAGE-----