-----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, HlcHiFodfWe+vxD/We2KlSn3BM1nBKdkFUDknnEg5l2NuIaa2zy7U4pHs35xi3YO brVHfJ81htrds//MEhJuUA== 0000950144-05-004462.txt : 20050428 0000950144-05-004462.hdr.sgml : 20050428 20050427190102 ACCESSION NUMBER: 0000950144-05-004462 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLENAYRE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000808918 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 980085742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15761 FILM NUMBER: 05777791 BUSINESS ADDRESS: STREET 1: 11360 LAKEFIELD DRIVE STREET 2: - CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 7702831000 FORMER COMPANY: FORMER CONFORMED NAME: N W GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP INC DATE OF NAME CHANGE: 19880221 FORMER COMPANY: FORMER CONFORMED NAME: NU WEST GROUP LTD DATE OF NAME CHANGE: 19871126 8-K 1 g94844e8vk.htm GLENAYRE TECHNOLOGIES, INC. GLENAYRE TECHNOLOGIES, INC.
 

 
 

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 27, 2005

Glenayre Technologies, Inc.

(Exact name of registrant as specified in charter)
         
Delaware   0-15761   98-0085742
         
(State or other jurisdiction
of incorporation) 		  (Commission
file number) 		  (IRS Employer
Identification Number)
     
11360 Lakefield Drive, Duluth, Georgia   30097
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 770-283-1000

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 (17CFR 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© under the Exchange Act (17 CFR 240.13e-4c))

 
 

 

 

Item 2.02 Results of Operations and Financial Condition.

On April 27, 2005, Glenayre Technologies, Inc. (the “Company”) issued a news release providing financial results for the first quarter of 2005. The news release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ.

The Company’s news release is furnished as Exhibit 99.1 to this Current Report.

Neither the foregoing nor the news release furnished as Exhibit 99.1 shall be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

       99.1 Company’s News Release dated April 27, 2005.

2

 

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.
         
  Glenayre Technologies, Inc
 		  
Dated: April 27, 2005  By:   /s/ Debra Ziola    
    Name:   Debra Ziola   
    Title:   Senior Vice President and Chief Financial Officer   
 

3

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

EXHIBITS

CURRENT REPORT
ON
FORM 8-K

Date of Event Reported: April 27, 2005   Commission File No: 0-15761

Glenayre Technologies, Inc.

EXHIBIT INDEX

     
Exhibit No.   Exhibit Description
99.1
  Company’s News Release dated April 27, 2005.

EX-99.1 2 g94844exv99w1.txt EX-99.1 COMPANY'S NEWS RELEASE DATED APRIL 27, 2005 EXHIBIT 99.1 News Release [GLENAYRE LOGO] Contact: Debra Ziola 770 283 2569 investor.relations@glenayre.com (NASDAQ: GEMS) Glenayre Announces First Quarter 2005 Results Company reports 76% increase in quarterly year-over-year revenue growth and net income of $1.8 million from continuing operations ATLANTA -- APRIL 27, 2005 -- GLENAYRE TECHNOLOGIES, INC. (NASDAQ: GEMS) today reported income from continuing operations of $1.8 million for the first quarter of 2005, or $0.03 per share, which compares to income from continuing operations of $0.2 million, or $0.00 per share, for the fourth quarter of 2004 and a loss from continuing operations of ($5.9) million, or ($0.09) per share, for the first quarter of 2004. The Company reported revenue of $17.9 million for the first quarter of 2005 compared to $13.3 million for the fourth quarter of 2004 and $10.2 million for the first quarter of 2004. The Company attributed the increase in revenue for the first quarter of 2005 over the fourth quarter of 2004 and the first quarter of 2004 primarily to an increase in product sales to the Company's North American customers to accommodate their subscriber growth. "Glenayre begins 2005 with impressive revenue growth and profitability," stated Clarke Bailey, chairman and CEO. "Our first quarter results provide further validation that our business is operationally sound and strategically on track. We are building on the significant progress made in 2004, and these results reflect the strong commitment our carrier customers have to our solutions." The Company reported that gross margins for the first quarter of 2005 were 63% compared to 61% for the fourth quarter of 2004 and 21% for the first quarter of 2004. As previously reported, gross margins in the first quarter of 2004 were impacted by a $2.7 million patent infringement related charge. The higher gross margins in both the first quarter of 2005 and the fourth quarter of 2004 were attributed primarily to strong sales of the Company's higher margin products, including software applications. The Company expects gross margins to return to the low- to mid-fifty percent range in future quarters. Including discontinued operations, the Company reported net income of $1.8 million, or $0.03 per share, for the first quarter of 2005, compared to $2.7 million, or $0.04 per share, for the fourth quarter of 2004 and a loss of ($4.2) million, or ($0.06) per share, for the first quarter of 2004. As of March 31, 2005, the Company reported a total cash and short-term investments balance of $91.0 million, compared to $94.9 million at December 31, 2004 and $94.1 million at March 31, 2004. The decrease in cash during the first quarter of 2005 is attributed to increased working capital requirements. The Company's accounts receivable at March 31, 2005 increased to $23.5 million as compared to $7.7 million at December 31, 2004, primarily due to the delivery of a significant amount of equipment to MTN, a large South African carrier. The revenue related to this order will not be recognized until the second quarter of 2005 when the Company anticipates the installation to be completed. Higher revenues in the first quarter of 2005 as compared to the fourth quarter of 2004, and the timing of shipments during each of the quarters also contributed to the increase in accounts receivable. Deferred revenue at March 31, 2005 increased to $12.8 million as compared to $3.8 million at December 31, 2004 primarily due to the delivery of the MTN equipment, as well as to the deferral of revenue for annual extended maintenance contracts that were renewed during the first quarter of 2005. "The Messaging Business achieved great success in the first quarter with increased sales in North America," stated Messaging Business President, Bruce Bales. "Going forward, we are seeing a significant increase in our international business, and based on this trend, we anticipate continued strong results in the second quarter of 2005." Glenayre further reported that it continues to aggressively pursue acquisition opportunities. The Company also reported that management had recently completed its assessment of the Company's internal control over financial reporting as of December 31, 2004 and had concluded that as of such time the Company's internal control over financial reporting was effective. The Company recently filed an amendment to its Form 10-K for the year ended December 31, 2004 on Form 10-K/A, that includes Management's Annual Report on Internal Control Over Financial Reporting and the related Report of Independent Registered Public Accounting Firm. About Glenayre Glenayre is a global provider of next-generation messaging solutions and enhanced services for wireless and wireline carriers, and MSO/cable companies. Glenayre systems are designed on open platforms with a standards-based architecture supporting IP and traditional telephony networks for an evolution from 2G to 2.5G and 3G services. More than 200 service providers in over 60 countries have deployed Glenayre messaging solutions for voice, fax and e-mail messaging, including one-number services, voice navigation and voice dialing, mailbox out-dialing and one-button call return. Glenayre, headquartered in Atlanta, Georgia, has been providing carrier-grade communications solutions for the global market for over 40 years. For more information, please visit http://www.glenayre.com. Safe Harbor Statement This news release contains statements that may be forward looking within the meaning of applicable securities laws. The statements may include projections regarding future revenues and earnings results, and are based upon the Company's current forecasts, expectations and assumptions, which are subject to a number of risks and uncertainties that could cause the actual outcomes and results to differ materially. These results and uncertainties are discussed in the Company's most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q. These factors include, but are not limited to, restructuring activities; effective convergence of technologies; potential market changes resulting from rapid technological advances; competition; variability of quarterly results and dependence on key customers; volatility of stock price and risk of delisting from the NASDAQ Stock Market; ability to attract and retain key personnel; proprietary technologies; potential changes in government regulation; potential acquisitions and strategic investments; continuation and expansion of third party agreements; potential intellectual property infringement claims from third parties; litigation; international business risks and continued terrorist attacks, war or other civil disturbances. # # # Glenayre, Versera and the Glenayre logo are trademarks of Glenayre Electronics, Inc. GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS)
MARCH 31, 2005 DECEMBER 31, 2004 -------------- ----------------- (UNAUDITED) ASSETS Current Assets: Cash and cash equivalents $ 90,927 $ 82,691 Short-term investments 56 12,180 Restricted cash 106 30 Accounts receivable, net 23,529 7,695 Inventories, net 8,415 6,163 Prepaid expenses and other current assets 2,087 2,863 -------- -------- Total Current Assets 125,120 111,622 Property, plant and equipment, net 8,590 8,812 Other assets 1,676 848 -------- -------- TOTAL ASSETS $135,386 $121,282 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 4,993 $ 3,552 Deferred revenue 12,840 3,754 Accrued liabilities 13,712 11,912 Accrued liabilities, discontinued operations 3,211 3,284 -------- -------- Total Current Liabilities 34,756 22,502 Other liabilities 3,446 3,497 Accrued liabilities, discontinued operations - noncurrent 79 98 -------- -------- Total Liabilities 38,281 26,097 -------- -------- Preferred stock, $.01 par value; authorized: 5,000,000 shares, no shares issued and outstanding -- -- Common stock, $.02 par value; authorized: 200,000,000 shares, outstanding: 2005 - 66,924,506 shares; 2004 - 66,820,124 shares 1,338 1,336 Contributed capital 362,826 362,698 Accumulated deficit (267,059) (268,849) -------- -------- Total Stockholders' Equity 97,105 95,185 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $135,386 $121,282 ======== ========
GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, --------------------------- 2005 2004 -------- -------- REVENUES: Product sales $ 13,658 $ 5,837 Service revenues 4,264 4,357 -------- -------- Total Revenues 17,922 10,194 -------- -------- COST OF REVENUES Cost of sales 4,155 5,883 Cost of services 2,467 2,180 -------- -------- Total Cost of Revenues 6,622 8,063 -------- -------- GROSS MARGIN 11,300 2,131 OPERATING EXPENSES: Selling, general and administrative expense 6,878 4,303 Provision for doubtful receivables, net of recoveries 10 (92) Research and development expense 2,716 3,421 Restructuring expense (12) 37 Depreciation expense 429 337 -------- -------- Total Operating Expenses 10,021 8,006 -------- -------- OPERATING INCOME (LOSS) 1,279 (5,875) -------- -------- OTHER INCOME (EXPENSES): Interest income 530 275 Interest expense (7) (209) Loss on disposal of assets, net (1) (6) Other income (expenses), net 8 (52) -------- -------- Total Other Income 530 8 -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 1,809 (5,867) Provision for income taxes 29 34 -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS 1,780 (5,901) INCOME FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX/BENEFIT) 10 1,685 -------- -------- NET INCOME (LOSS) $ 1,790 $ (4,216) ======== ======== INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE: Income (loss) from continuing operations $ 0.03 $ (0.09) Income from discontinued operations 0.00 0.03 -------- -------- Income (loss) per weighted average common share $ 0.03 $ (0.06) ======== ======== INCOME (LOSS) PER COMMON SHARE --- ASSUMING DILUTION: Income (loss) from continuing operations $ 0.03 $ (0.09) Income from discontinued operations 0.00 0.03 -------- -------- Income (loss) per weighted average common share $ 0.03 $ (0.06) ======== ========
GLENAYRE TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, --------------------------- 2005 2004 -------- -------- NET CASH USED IN OPERATING ACTIVITIES $ (3,745) $ (4,273) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (273) (715) Maturities of (investment in) short-term securities, net 12,124 (5,502) -------- -------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 11,851 (6,217) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 130 187 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 130 187 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,236 (10,303) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 82,691 65,853 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 90,927 $ 55,550 ======== ======== SUPPLEMENTAL DATA: RECONCILIATION OF CASH AND CASH EQUIVALENTS TO CASH AND SHORT-TERM INVESTMENTS: Cash and cash equivalents $ 90,927 $ 55,550 Short-term investments 56 38,509 -------- -------- CASH AND SHORT-TERM INVESTMENTS $ 90,983 $ 94,059 ======== ========
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