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): November 7, 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)

825 8th Avenue, 23rd Floor, New York, New York	10019
(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.

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On November 7, 2005, Glenayre Technologies, Inc. (the “Company”) issued a news release providing financial results for the third quarter of 2005. Additionally, the Company posted to its website www.Glenayre.com a presentation entitled “Glenayre Technologies, Inc. 2005 Third Quarter Results”. A link to this presentation is included in the news release. The news release and the presentation contain forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ.

The Company’s news release and website presentation are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report.

Neither the foregoing nor the news release and website presentation furnished as Exhibits 99.1 and 99.2 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.

(d) Exhibits.

99.1	Company’s News Release dated November 7, 2005.
99.2	Company’s website presentation “Glenayre Technologies, Inc. 2005 Third Quarter Results”.

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: November 7, 2005	By:	/s/ Debra Ziola
		Name:	Debra Ziola
		Title:	Executive Vice President and Chief Financial Officer

2

Glenayre Technologies, Inc.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Company’s News Release dated November 7, 2005.
99.2	Company’s website presentation “Glenayre Technologies, Inc. 2005 Third Quarter Results”.

EX-99.1

EXHIBIT 99.1

NEWS RELEASE

Contact: Debra Ziola
770 283 2569
investor.relations@glenayre.com
(NASDAQ: GEMS)

Glenayre Announces Third Quarter 2005 Results

Glenayre achieves positive net income from continuing operations on a consolidated basis.

Entertainment Distribution Company results (after corporate allocations) included income from continuing
operations of $1.7 million and EBITDA of $8.0 million for the first full quarter of operations.

Glenayre Messaging achieves year-over-year revenue growth of 41% for the quarter.

     ATLANTA—November 7, 2005—Glenayre Technologies, Inc. (NASDAQ: GEMS), today reported revenue of $96.9 million for the third quarter of 2005. The results included $75.9 million of revenue for the Company’s new Entertainment Distribution Company (“EDC”) division that was acquired on May 31, 2005 and $21.0 million for the Messaging business.

EDC’s revenue of $75.9 million compares to revenue on a pro forma basis of $65.0 million for the third quarter of 2004. The Company attributed approximately $6.1 million of the increase in revenue for the third quarter of 2005 to freight costs and increased polycarbonate and jewel box costs that are passed through to Universal Music Group, EDC’s primary customer. The remaining $4.8 million increase was attributed to higher volume and favorable product mix. The Messaging business revenue of $21.0 million for the third quarter of 2005 compares to $14.9 million for the third quarter of 2004. The Company attributed the increase in Messaging business revenue for the third quarter of 2005 over the third quarter of 2004 primarily to increased service revenue and to international product sales.

The Company reported income from continuing operations of $2.6 million for the third quarter of 2005, or $0.04 per share, which compares to a loss of ($1.2) million, or ($0.02) per share, for the third quarter of 2004.

Including discontinued operations, the Company reported net income of $2.5 million, or $0.04 per share, for the third quarter of 2005 compared to net income of $3.5 million, or $0.05 per share, for the third quarter of 2004.

During the third quarter of 2004, the Company recorded income from its discontinued paging operations of $4.7 million, primarily due to receiving $4.3 million in settlement funds related to the Company’s former Vancouver facility.

The Company generated earnings from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”) of $9.1 million in the third quarter of 2005 as compared to $3.6 million in the third quarter of 2004 on a pro forma basis. After corporate allocations, EDC generated income from continuing operations of $1.7 million and EBITDA of $8.0 million for the third quarter of 2005 as compared to negative ($0.7) million and $4.9 million, respectively, in the third quarter of 2004 on a pro forma basis. The Messaging business (after corporate allocations) generated income from continuing operations of $0.9 million and EBITDA of $1.1 million in the third quarter of 2005 as compared to negative ($1.2) million and negative ($1.3) million, respectively, in the third quarter of 2004. Included in EBITDA for EDC and Messaging during the third quarter of 2005 was corporate overhead of $0.9 million and $0.2 million, respectively. Corporate overhead was allocated 100% to the Messaging business in 2004. A reconciliation between results on a GAAP basis and results on an EBITDA basis is provided immediately following the Condensed Consolidated Financial Statements.

As of September 30, 2005, the Company had unrestricted cash of $78.3 million and restricted cash of $40.7 million. $16.5 million of the restricted cash is held as security for EDC’s credit facility, half of which should be released beginning in July 2006 as EDC’s debt repayments are made. Primarily all of the Company’s $94.9 million of cash and short-term investments at December 31, 2004 were unrestricted.

Additional third quarter financial details and presentation materials may be found on the Company’s website using the following link:

     http://www.glenayre.com/glenayre/investors/quarterly_financials.cfm.

Glenayre’s Chairman and CEO Clarke Bailey stated, “I am pleased with the progress EDC achieved in its first full quarter of operations with revenue of $75.9 million and EBITDA of $8.0 million (after corporate allocations), or 11% of revenue. In addition, the Messaging business continued its strong year over year revenue growth with a 41% increase for the third quarter of 2005 over the third quarter of 2004.”

“EDC’s results for our first full quarter of operations has us on track in 2005 to meet or exceed the 2004 pro forma results of $29.1 million of EBITDA, before Glenayre corporate allocations,” stated Jim Caparro, President and Chief Executive Officer of EDC. “Our third quarter revenue included a small portion of additional volume from Universal that EDC has the right to manufacture over the next three to four years as the various third party contracts expire. Also, our EBITDA of $8.0 million or 11% of revenue (after corporate allocations) did not include any of the cost savings initiatives that we expect will drive our costs down over time. “

“Messaging’s third quarter results reflect yet another quarter of acceptance of our new Versera ICE platform and applications in the marketplace, including our first Video Mail sale,” explained Bruce Bales, President of Glenayre Messaging. “Our revenue from international business in the third quarter accounted for 35% of our total revenue, again demonstrating that Glenayre is realizing the year over year international revenue growth we saw in the second quarter.”

About Glenayre Technologies

Comprised of two divisions, Glenayre Technologies (NASDAQ: GEMS) is a global provider of messaging solutions through the Glenayre Messaging business and entertainment products through Entertainment Distribution Company, LLC (EDC). Headquartered in Atlanta, GA, Glenayre Messaging is an international supplier of next-generation messaging solutions and enhanced services for wireless and wireline carriers and MSO/cable companies. Glenayre Messaging provides solutions for voice, fax and e-mail messaging, including voice mail, video mail, multimedia messaging (MMS), and short message service (SMS). Entertainment Distribution Company is the largest provider of pre-recorded entertainment products, including CDs and DVDs, for Universal Music Group, the world leader in music sales. Headquartered in New York, EDC’s operations include manufacturing and distribution facilities throughout North America and in Hanover, Germany. 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. Some of these results and uncertainties are discussed in the Company’s most recently filed Annual Report on Form 10-K and the Company’s most recently filed Quarterly Report on Form 10-Q. These factors include, but are not limited to restructuring activities; potential intellectual property infringement claims; potential acquisitions and strategic investments; volatility of stock price; ability to attract and retain key personnel; competition; variability of quarterly results and dependence on key customers; potential market changes resulting from rapid technological advances; proprietary technology; potential changes in government regulation; international business risks; continuation and expansion of third party agreements; sensitivity to economic trends and customer preferences; increased costs or shortages of raw materials or energy; dependence on Universal Music Group; potential inability to manage successful production; advances in technology and changes in customer demands; variability in production levels; and development of digital distribution alternatives including copying and distribution of music and video files. The Company assumes no obligation to update any forward-looking statements and does not intend to do so.

###

GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

	September 30, 2005			December 31, 2004
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	78,326		$	82,691
Short-term investments		—			12,180
Restricted cash		10,474			30
Accounts receivable, net		37,648			7,695
Current portion of long-term receivable		3,592			—
Inventories, net		20,770			6,163
Prepaid expenses and other current assets		10,430			2,863
Total Current Assets		161,240			111,622
Restricted cash		30,189			—
Property, plant and equipment, net		43,408			8,812
Long-term receivable		10,485			—
Intangible assets		67,960			—
Goodwill		13,532			—
Other assets		2,424			848
TOTAL ASSETS	$	329,238		$	121,282
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	30,932		$	3,552
Deferred revenue		8,967			3,754
Accrued liabilities		52,379			11,912
Accrued liabilities, discontinued operations		2,414			3,284
Current portion of long-term debt		24,508			—
Total Current Liabilities		119,200			22,502
Other liabilities		14,932			3,497
Deferred income taxes, long-term		13,099			—
Pension obligation		21,842			—
Long-term debt		61,996			—
Accrued liabilities, discontinued operations — noncurrent		58			98
Total Liabilities		231,127			26,097
Minority Interest in Subsidiary Company		772			—
Stockholders’ Equity:
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 - 67,273,338 shares; 2004 - 66,820,124 shares		1,345			1,336
Contributed capital		363,385			362,698
Accumulated deficit		(266,606	)		(268,849	)
Cumulative translation adjustment		(785	)		—
Total Stockholders’ Equity		97,339			95,185
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	329,238		$	121,282

GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended
	September 30,
	2005			2004
REVENUES:
Product sales	$	67,720		$	9,320
Service revenues		29,193			5,533
Total Revenues		96,913			14,853
COST of REVENUES:
Cost of sales		51,849			4,954
Cost of services		19,470			2,618
Total Cost of Revenues		71,319			7,572
GROSS MARGIN:		25,594			7,281
OPERATING EXPENSES:
Selling, general and administrative expense		16,631			5,570
Provision for doubtful receivables, net of recoveries		15			81
Research and development expense		3,462			3,390
Restructuring expense		—			10
Amortization of intangible assets		1,710			—
Total Operating Expenses		21,818			9,051
OPERATING INCOME (LOSS)		3,776			(1,770	)
OTHER INCOME (EXPENSES):
Interest income		729			289
Interest expense		(1,549	)		(6	)
Gain on disposal of assets, net		1			65
Gain on currency swap, net		125			—
Loss on currency translation, net		(109	)		—
Other gains, net		22			59
Total Other Income (Expenses)		(781	)		407
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES		2,995			(1,363	)
Provision (benefit) for income taxes		404			(121	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		2,591			(1,242	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		(48	)		4,742
NET INCOME	$	2,543		$	3,500
COMPREHENSIVE INCOME, NET OF TAX:
Foreign currency translation loss		(49	)		—
COMPREHENSIVE INCOME	$	2,494		$	3,500
INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE(1):
Income (loss) from continuing operations	$	0.04		$	(0.02	)
Income from discontinued operations		—			0.07
Income per weighted average common share	$	0.04		$	0.05
INCOME (LOSS) PER COMMON SHARE -— ASSUMING DILUTION(1):
Income (loss) from continuing operations	$	0.04		$	(0.02	)
Income from discontinued operations		—			0.07
Income per weighted average common share	$	0.04		$	0.05

(1) Income (loss) per weighted average common share amounts are rounded to the nearest $.01; therefore, such rounding may impact individual amounts presented.

GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

	Nine Months Ended
	September 30,
	2005			2004
REVENUES:
Product sales	$	111,807		$	22,358
Service revenues		45,782			14,915
Total Revenues		157,589			37,273
COST of REVENUES:
Cost of sales		75,671			13,550
Cost of services		29,794			7,072
Total Cost of Revenues		105,465			20,622
GROSS MARGIN:		52,124			16,651
OPERATING EXPENSES:
Selling, general and administrative expense		35,717			15,060
Provision for doubtful receivables, net of recoveries		41			17
Research and development expense		10,444			10,549
Restructuring expense		(12	)		122
Amortization of intangible assets		2,276			—
Total Operating Expenses		48,466			25,748
OPERATING INCOME (LOSS)		3,658			(9,097	)
OTHER INCOME (EXPENSES):
Interest income		1,830			813
Interest expense		(2,061	)		(220	)
Gain on disposal of assets, net		—			59
Gain on currency swap, net		387			—
Loss on currency translation, net		(1,409	)		—
Other gains (losses), net		55			(7	)
Total Other Income (Expenses)		(1,198	)		645
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE TAXES		2,460			(8,452	)
Provision (benefit) for income taxes		567			(68	)
INCOME (LOSS) FROM CONTINUING OPERATIONS		1,893			(8,384	)
INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		350			10,235
NET INCOME	$	2,243		$	1,851
COMPREHENSIVE INCOME, NET OF TAX:
Foreign currency translation loss		(785	)		—
COMPREHENSIVE INCOME	$	1,458		$	1,851
INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE(1):
Income (loss) from continuing operations	$	0.03		$	(0.13	)
Income from discontinued operations		0.01			0.15
Income per weighted average common share	$	0.03		$	0.03
INCOME (LOSS) PER COMMON SHARE -— ASSUMING DILUTION(1):
Income (loss) from continuing operations	$	0.03		$	(0.13	)
Income from discontinued operations		0.01			0.15
Income per weighted average common share	$	0.03		$	0.03

(1) Income (loss) per weighted average common share amounts are rounded to the nearest $.01; therefore, such rounding may impact individual amounts presented.

Glenayre Technologies, Inc.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	19,369		$	4,093		$	27,860		$	(7,223	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(2,521	)		(483	)		(4,118	)		(1,684	)
Maturities of short-term securities		—			9,916			12,180			3,925
Asset and share purchase of EDC, net of cash acquired		(2,686	)		—			(69,948	)		—
Increase in restricted cash related to acquisition		—			—			(16,500	)		—
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(5,207	)		9,433			(78,386	)		2,241
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowing, net of costs		—			—			45,444			—
Proceeds from sale of LLC interest in subsidiary		—			—			772			—
Issuance of common stock		145			112			696			373
NET CASH PROVIDED BY FINANCING ACTIVITIES		145			112			46,912			373
EFFECT OF EXCHANGE RATE CHANGES ON CASH		20			—			(751	)		—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		14,327			13,638			(4,365	)		(4,609	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		63,999			47,606			82,691			65,853
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	78,326		$	61,244		$	78,326		$	61,244
SUPPLEMENTAL DATA:
Reconciliation of Cash and Cash Equivalents to Cash and Short-Term Investments:
Cash and cash equivalents	$	78,326		$	61,244		$	78,326		$	61,244
Short-term investments		—			29,082			—			29,082
Cash and Short-Term Investments	$	78,326		$	90,326		$	78,326		$	90,326

Glenayre Technologies, Inc.
Summary Schedule of Non-GAAP Financial Data
(In thousands) Unaudited

The following summary of financial data shows the reconciliation of income (loss) from continuing operations, as determined in accordance with accounting principles generally accepted in the United States (GAAP), to income (loss) from continuing operations before one-time gains and charges and earnings before interest, taxes, depreciation and amortization from continuing operations before one-time gains and charges.

EBITDA is income (loss) from continuing operations, excluding one-time gains and charges, before net interest income, income taxes and depreciation and amortization and is presented because the Company believes that such information is commonly used in both the telecommunications industry and the entertainment industry as one measure of a company’s operating performance. EBITDA from continuing operations is not determined in accordance with generally accepted accounting principles, it is not indicative of cash provided by operating activities, should not be used as a measure of operating income and cash flows from operations as determined under GAAP, and should not be considered in isolation or as an alternative to, or to be more meaningful than, measures of performance determined in accordance with GAAP. EBITDA, as calculated by the Company, may not be comparable to similarly titled measures reported by other companies and could be misleading unless all companies and analysts calculated EBITDA in the same manner.

	Three Months Ended						Nine Months ended
	September 30,						September 30,
	2005			2004			2005			2004
Income (loss) from continuing operations	$	2,591		$	(1,242	)	$	1,893		$	(8,384	)
Indirect acquisition and employment costs(1)		—			—			1,618			—
Patent litigation settlement costs(2)		—			—			—			2,650
Income (loss) from continuing operations before one-time gains and charges		2,591			(1,242	)		3,511			(5,734	)
Provision (benefit) for income taxes		404			(121	)		567			(68	)
Loss on currency translation(3)		109			—			1,409			—
Gain on currency swaps		(125	)		—			(387	)		—
Gain on disposal of assets		(1	)		(65	)		—			(59	)
Interest (income) expense, net		820			(283	)		231			(593	)
Depreciation and amortization		5,317			470			7,903			1,286
Other expense (income)		(22	)		(59	)		(55	)		7
EBITDA from continuing operations before one-time gains and charges	$	9,093		$	(1,300	)	$	13,179		$	(5,161	)
EBITDA from continuing operations before one-time gains and charges by segment Messaging business	$	1,094		$	(1,300	)	$	4,475		$	(5,161	)
Messaging business	$	1,094		$	(1,300	)	$	4,475		$	(5,161	)
EDC		7,999			—			8,704			—
	$	9,093		$	(1,300	)	$	13,179		$	(5,161	)

(1)	In connection with the acquisition of the CD/DVD manufacturing and distribution operations of Universal Music Group, the company incurred certain indirect acquisition costs and one-time employment related costs.
(2)	Represents damages awarded to Phillip Jackson for a patent infringement lawsuit.
(3)	As a result of a decline in the Euro exchange rate.

EX-99.2

GLENAYRE TECHNOLOGIES, INC. 2005 Third Quarter Results ENTERTAINMENT DISTRIBUTION COMPANY

Safe Harbor/Non GAAP/Pro Forma Statements Forward-Looking Statements This material 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. Some of these results and uncertainties are discussed in the Company's most recently filed Annual Report on Form 10-K and the Company's most recently filed Quarterly Report on Form 10-Q. These factors include, but are not limited to restructuring activities; potential intellectual property infringement claims; potential acquisitions and strategic investments; volatility of stock price; ability to attract and retain key personnel; competition; variability of quarterly results and dependence on key customers; potential market changes resulting from rapid technological advances; proprietary technology; potential changes in government regulation; international business risks; continuation and expansion of third party agreements; sensitivity to economic trends and customer preferences; increased costs or shortages of raw materials or energy; dependence on Universal Music Group; potential inability to manage successful production; advances in technology and changes in customer demands; variability in production levels; and development of digital distribution alternatives including copying and distribution of music and video files. The Company assumes no obligation to update any forward-looking statements and does not intend to do so. Non-GAAP Measures This material refers to the following Non-GAAP measures: (1) income (loss) from continuing operations before one-time gains and charges, and (2) EBITDA from continuing operations (income (loss) from continuing operations, excluding one-time gains and charges, before net interest income, taxes and depreciation and amortization). The last two pages of this material shows the reconciliation of income (loss) from continuing operations, as determined in accordance with accounting principles generally accepted in the United States (GAAP), to (1) income (loss) from continuing operations before one-time gains and charges and (2) EBITDA from continuing operations. These measures are presented because the Company believes that such information is commonly used in both the telecommunications industry and the entertainment industry as one measure of a company's operating performance. These measures are not determined in accordance with generally accepted accounting principles, they are not indicative of cash provided by operating activities, should not be used as a measure of operating income and cash flows from operations as determined under GAAP, and should not be considered in isolation or as an alternative to, or to be more meaningful than, measures of performance determined in accordance with GAAP. EBITDA from continuing operations, as calculated by the Company, may not be comparable to similarly titled measures reported by other companies and could be misleading unless all companies and analysts calculated EBITDA in the same manner. Pro Forma Financial Information On May 31, 2005, the Company's newly formed Entertainment Distribution Company division ("EDC") acquired Universal Music Group's North American and central European CD and DVD manufacturing and distribution operations. Accordingly, for comparative purposes this material includes pro forma financial information which summarizes the combined results of operations of Glenayre and the operations of EDC on a pro forma basis, as though the companies had been combined as of the beginning of each of the periods presented.

2005 Third Quarter Financial Summary

2005 Nine-Month Financial Summary (1) 2005 results excludes one time indirect acquisition and employment costs of $1.6mm and $1.1mm foreign exchange loss related to the EDC acquisition. (2) 2004 results excludes one time patent litigation settlement costs of $2.7mm.

Summary of Tax Loss Carryforwards Summary at September 30, 2005: The Company has realized U.S. Federal NOLs of $275 million of which $242 million are unrestricted. In addition, the Company has foreign NOLs of $34 million. Expiration Schedule of the unrestricted U.S. Federal NOLs: ($ in Millions)

2005 Third Quarter Consolidated Cash Flow

2005 Third Quarter Balance Sheet Highlights (b) Includes both short-term and long-term liabilities, which are made up of Trade Payables, Accrued Liabilities, Pension Obligations, Deferred Revenue and Other Liabilities. (a) Includes $16.5mm held as security related to Wachovia Credit Facility, half of which should be released beginning July 2006.

2005 Third Quarter Financial Summary (1) In prior years all Corporate Overhead was allocated to Messaging. In 2005, $0.9mm of corporate overhead has been allocated to EDC.

2005 Nine-Month Financial Summary (1) In prior years all Corporate Overhead was allocated to Messaging. In 2005, $1.2mm of corporate overhead has been allocated to EDC. (2) 2004 results excludes one time patent litigation settlement costs of $2.7mm.

Quarterly Highlights Glenayre Messaging Positives Another profitable quarter Revenue over $20M and up 41% vs. 2004 Strong gross margins of 54% Very high services revenue of $7.8M Several new customer wins Strong momentum going forward Negatives EBITDA margin below stated goal Continued market pressure to expand product portfolio Management Response Continue to balance profitability objectives with the need for additional hiring to continue on rapid growth track Continue to develop new products and seek strategic acquisitions to expand product line

2005 Third Quarter Financial Summary (1) 2005 results includes allocated Corporate Overhead of $0.9mm.

2005 Nine-Month Financial Summary (2) 2005 results includes allocated Corporate Overhead of $1.2mm. (1) 2005 results excludes one time indirect acquisition and employment costs of $1.6mm and $1.1mm foreign exchange loss related to the EDC acquisition.

Quarterly Highlights Entertainment Distribution Company Positives Seamless transition, Universal Music pleased Senior management culture becoming independent & entrepreneurial Universal Music continues to "buck" the industry trend Several small new 3rd party customer wins Negatives Closing the transaction prior to peak season has limited ability to: Aggressively pursue 3rd party business Implement significant process improvements Establish sales & marketing team Continued downward pressure on DVD market pricing Management Response Diligently complete hiring of sales & marketing team in order to secure new 3rd party customers Implement full process improvement program Expand product & services offerings, including DVD capabilities

CONCLUSION Numerous Opportunities Including Messaging Introduction of "ICE Cube" Expansion of Application Portfolio New Customers Several Large Bids Strategic Acquisitions Entertainment Continued Reversionary Business New Third Party Business Process Improvements Strategic Acquisitions

2005 Third Quarter Reconciliation of Non-GAAP Statements

2005 Nine Month Reconciliation of Non-GAAP Statements