-----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, TckD5u7n/tu3lFu4tsahSJDU+gIX7oovFCAPreH//xhCt/4PgQb+tXLWOVjTknNl S7VBn8szzysWE8iSDlCZ8g== 0000950144-04-004752.txt : 20040504 0000950144-04-004752.hdr.sgml : 20040504 20040503174506 ACCESSION NUMBER: 0000950144-04-004752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040503 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040504 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: 04774699 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 g88899e8vk.txt GLENAYRE TECHNOLOGIES, INC. 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): May 3, 2004 Glenayre Technologies, Inc. (Exact name of registrant as specified in charter) Delaware 0-15761 98-0085742 - ----------------------------- --------------- ------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) file number) 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 ------------ ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 Company's News Release dated May 3, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 3, 2004, Glenayre Technologies, Inc. (the "Company") issued a news release providing financial results for the first quarter of 2004. 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. 1 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: May 3, 2004 By: /s/ Debra Ziola ----------------------------------------- Name: Debra Ziola Title: Senior Vice President and Chief Financial Officer 2 SECURITIES AND EXCHANGE COMMISSION Washington, DC EXHIBITS CURRENT REPORT ON FORM 8-K Date of Event Reported: May 3, 2004 Commission File No: 0-15761 GLENAYRE TECHNOLOGIES, INC. EXHIBIT INDEX
Exhibit No. Exhibit Description ----------- ------------------- 99.1 Company's News Release dated May 3, 2004.
EX-99.1 2 g88899exv99w1.txt NEWS RELEASE DATED MAY 3, 2004 NEWS RELEASE [GLENAYRE LOGO] Contact: Debra Ziola 770 283 2569 Investor.Relations@Glenayre.com (NASDAQ: GEMS) GLENAYRE ANNOUNCES FIRST QUARTER 2004 RESULTS ATLANTA, GA -- MAY 3, 2004 -- Glenayre Technologies, Inc. (NASDAQ: GEMS), today reported revenue of $10.2 million for the first quarter of 2004 compared to $15.5 million for the fourth quarter of 2003 and $13.3 million for the first quarter of 2003. The Company attributed the decline in revenue to delays in capital spending by its carrier customers. Gross margins were negatively impacted by a $2.7 million royalty charge the company recorded as a result of the recent loss of its appeal of the previously reported patent infringement judgment awarded to Philip Jackson. As a result, gross margins, exclusive of depreciation, from continuing operations were 21 percent for the first quarter of 2004 compared to 41 percent for the fourth quarter of 2003 and 53 percent for the first quarter of 2003. The Company reported a loss from continuing operations of ($5.9) million for the first quarter of 2004, or ($0.09) per share, which compares to a loss of ($1.6) million, or ($0.02) per share, for the fourth quarter of 2003 and a loss of ($5.8) million, or ($0.09) per share, for the first quarter of 2003. Including discontinued operations, the Company reported a net loss of ($4.2) million, or ($0.6) per share, for the first quarter of 2004, compared to net income of $12.1 million, or $0.18 per share, for the fourth quarter of 2003 and a net loss of ($4.5) million, or ($0.07) per share, for the first quarter of 2003. During the first quarter of 2004, the Company recorded income from its discontinued paging operations of $1.7 million, primarily due to a $1.3 million reduction in its tax liability for the discontinued operations. This reduction in the tax liability was primarily a result of receiving a favorable assessment for several prior tax years relating to one of the Company's foreign entities. As of March 31, 2004, the Company reported a total cash and short-term investments balance of $94.1 million, compared to $98.9 million at December 31, 2003 and $97.6 million at March 31, 2003. The Company expects to use these funds for a variety of purposes, including potential acquisitions, normal capital and operating expenses relating to the continued operations, and disbursements relating to the liabilities associated with its discontinued paging operations. The Company had remaining liabilities of $8.9 million related to the discontinued operations at March 31, 2004. These liabilities consist of lease commitments, litigation costs related to the Vancouver facility and other estimated costs associated with exiting the paging business and meeting customer contractual obligations. The Company anticipates that approximately $3 to $4 million of the $8.9 million of liabilities related to the discontinued operations will be disbursed in 2004, and the remainder in 2005 and beyond. "While we are disappointed in the level of carrier spending in the first quarter, we anticipate revenue to increase to the $14 to $15 million range for the second quarter of 2004," commented Bailey. "We are pleased to see encouraging signs of increasing carrier spending on new systems and applications as carriers' need for next generation communications platforms intensifies." Bailey continued, "We have not lost sight of our goal of returning to profitability. We remain confident that our strong cash position, combined with the launch of the Versera ICE platform will enable us to take full advantage of the emerging recovery of the telecom industry." Bailey said, "We are confident that we will begin to see results from our investment in the development of the Versera ICE next generation messaging platform as carriers make decisions about migration to next generation platforms in the next six to twelve months." "Glenayre also recently announced the appointment of Bruce Bales as president of the Company's Messaging Business," said Bailey. "Bruce brings years of industry experience to Glenayre, and his leadership and vision will facilitate the launch and further development of Versera ICE as well as the continuing evolution of our business." The company indicated that it has seen growing interest in its new partner-based solutions as well. Glenayre recently delivered its MMSc and SMSc systems, based on technology provided by TeleDNA, to carriers in Europe and North America, and the Company has received orders for the company's new Missed Call Notification application powered by Dynamicsoft. ABOUT GLENAYRE Glenayre is a global provider of enhanced services and messaging solutions for service providers including wireless, fixed network, ISP and broadband. 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 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. 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 National 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; 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, 2004 DECEMBER 31, 2003 -------------- ----------------- (UNAUDITED) ASSETS Current Assets: Cash and cash equivalents $ 55,550 $ 65,853 Short-term investments 38,509 33,007 Restricted cash 3,188 3,148 Accounts receivable, net 6,079 9,769 Inventories, net 7,653 5,828 Other current asset, discontinued operations 3,340 3,374 Prepaid expenses and other current assets 3,185 3,180 --------- --------- Total Current Assets 117,504 124,159 Property, plant and equipment, net 8,677 8,365 Other assets 787 831 --------- --------- TOTAL ASSETS $ 126,968 $ 133,355 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $ 4,340 $ 3,142 Deferred revenue 4,519 4,369 Accrued liabilities 19,230 20,695 Accrued liabilities, discontinued operations 6,074 7,567 --------- --------- Total Current Liabilities 34,163 35,773 Other liabilities 3,727 4,000 Accrued liabilities, discontinued operations - noncurrent 2,875 3,350 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: 2004 - 66,573,424 shares; 2003 - 66,384,928 shares 1,331 1,327 Contributed capital 362,456 362,273 Accumulated deficit (277,584) (273,368) --------- --------- Total Stockholders' Equity 86,203 90,232 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 126,968 $ 133,355 ========= =========
GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, ------------------------- 2004 2003 -------- -------- REVENUES: Product sales $ 5,837 $ 9,407 Service revenues 4,357 3,936 -------- -------- Total Revenues 10,194 13,343 -------- -------- COST OF REVENUES (EXCLUSIVE OF DEPRECIATION SHOWN SEPARATELY BELOW): Cost of sales 5,856 3,716 Cost of services 2,147 2,601 -------- -------- Total Cost of Revenues 8,003 6,317 -------- -------- GROSS MARGIN (EXCLUSIVE OF DEPRECIATION SHOWN SEPARATELY BELOW): 2,191 7,026 OPERATING EXPENSES: Selling, general and administrative expense 4,303 7,956 Provision for doubtful receivables, net of recoveries (92) (168) Research and development expense 3,421 5,209 Restructuring expense 37 222 Depreciation expense 397 144 -------- -------- Total Operating Expenses 8,066 13,363 -------- -------- OPERATING LOSS (5,875) (6,337) -------- -------- OTHER INCOME (EXPENSES): Interest income 275 458 Interest expense (209) (33) Gain (loss) on disposal of assets, net (6) 14 Other gain (loss), net (52) 93 -------- -------- Total Other Income 8 532 -------- -------- LOSS FROM OPERATIONS BEFORE INCOME TAXES (5,867) (5,805) Provision for income taxes 34 28 -------- -------- LOSS FROM CONTINUING OPERATIONS (5,901) (5,833) INCOME FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX/BENEFIT) 1,685 1,306 -------- -------- NET LOSS $ (4,216) $ (4,527) ======== ======== INCOME (LOSS) PER WEIGHTED AVERAGE COMMON SHARE: Loss from continuing operations $ (0.09) $ (0.09) Discontinued operations 0.03 0.02 -------- Net loss per weighted average common share $ (0.06) $ (0.07) ======== ======== INCOME (LOSS) PER COMMON SHARE --- ASSUMING DILUTION: Loss from continuing operations $ (0.09) $ (0.09) Discontinued operations 0.03 0.02 -------- -------- Net loss per weighted average common share $ (0.06) $ (0.07) ======== ========
GLENAYRE TECHNOLOGIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2004 2003 -------- -------- (IN THOUSANDS) NET CASH USED IN OPERATING ACTIVITIES $ (4,273) $ (9,054) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (715) (1,416) Investment in short-term securities (5,502) (6,685) -------- -------- NET CASH USED IN INVESTING ACTIVITIES (6,217) (8,101) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Issuance of common stock 187 124 Purchase of treasury stock -- (34) -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES 187 90 -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS (10,303) (17,065) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 65,853 64,116 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 55,550 $ 47,051 ======== ======== SUPPLEMENTAL DATA: RECONCILIATION OF CASH AND CASH EQUIVALENTS TO CASH AND SHORT-TERM INVESTMENTS Cash and cash equivalents $ 55,550 $ 47,051 Short-term investments 38,509 50,569 -------- -------- CASH AND SHORT-TERM INVESTMENTS $ 94,059 $ 97,620 ======== ========
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