SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the three month period ended March 31, 1999.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-11685-NY
RADYNE COMSTREAM INC.
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation or organization)
11-2569467
(IRS EMPLOYER IDENTIFICATION NO.)
3138 East Elwood Street, Phoenix, AZ 85034
(Address of principal executive offices)
602-437-9620
(Registrant's Telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements, for
the past 90 days.
YES __X__ NO _____
Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
YES __X__ NO _____
The registrant had 5,934,340 shares of its common stock, par value $.002,
outstanding as of March 31, 1999.
<PAGE>
PART I - FINANCIAL INFORMATION
RADYNE COMSTREAM INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
ITEM 1 Unaudited Audited
<S> <C> <C>
Current Assets:
Cash & cash equivalents $ 1,723,876 $ 254,956
Accounts receivable - trade, net of allowance for doubtful
accounts of $789,069 and $632,815 respectively 7,104,573 7,270,732
Other receivable 73,000 1,265,000
Inventories, net 9,022,375 9,380,478
Prepaid expenses 682,807 590,161
-------------------------------
Total current assets 18,606,631 18,761,327
-------------------------------
Property and equipment, net 4,937,329 5,533,645
Other assets:
Purchased technology, net of accumulated amortization of $183,332
and $105,000, respectively 2,316,668 2,395,000
Goodwill, net of accumulated amortization of $106,070 and
$35,960, respectively 2,208,190 2,278,300
Deposits and other 151,862 222,442
-------------------------------
Total other assets 4,676,720 4,895,742
-------------------------------
$ 28,220,680 $ 29,190,714
===============================
Liabilities and stockholders' capital deficiency
Current liabilities:
Notes payable under line of credit agreement $ 9,000,000 $ 8,000,000
Note payable 7,000,000 7,000,000
Current installments under capital leases 97,566 124,891
Accounts payable, trade 2,642,951 3,291,915
Accounts payable, affiliates 1,200 8,150
Accrued expenses 8,177,971 9,140,341
-------------------------------
Total Current Liabilities 26,919,688 27,565,297
Notes payable to affiliates 15,618,272 15,618,272
Obligations under capital leases, excluding current installments 73,326 88,588
Accrued stock option compensation 1,155,477 1,155,477
-------------------------------
Total Liabilities 43,766,763 44,427,634
-------------------------------
Stockholders' capital deficiency:
Common Stock, $.002 par value, 20,000,000 shares authorized;
Shares issued and outstanding, 5,934,340 at March 31, 1999 and
5,931,346 at December 31, 1998 11,868 11,862
Additional Paid-In Capital 6,112,898 6,105,404
Accumulated deficit (21,670,849) (21,354,186)
-------------------------------
Total stockholders' capital deficiency (15,546,083) (15,236,920)
-------------------------------
$ 28,220,680 $ 29,190,714
===============================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
Radyne Comstream Inc
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999 March 31, 1998
<S> <C> <C>
Net Sales $ 12,318,705 $ 3,948,501
Cost of Sales 6,772,429 2,754,829
-------------------------------
Gross Profit 5,546,276 1,193,672
-------------------------------
Operating expenses:
Selling, general and administrative 3,000,690 847,166
Research and development 2,307,475 658,944
-------------------------------
Total operating expenses 5,308,165 1,506,110
-------------------------------
Income (loss) from operations before interest expense 238,111 (312,438)
Interest expense, net 554,774 177,602
-------------------------------
Net loss $ (316,663) $ (490,040)
===============================
Basic net loss per common share $ (0.05) $ (0.08)
===============================
Diluted net loss per common share $ (0.05) $ (0.08)
===============================
Weighted average number of common shares outstanding 5,931,968 5,931,346
===============================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
RADYNE COMSTREAM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1999 March 31, 1998
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss $ (316,663) $ (490,040)
Adjustments to reconcile net loss to cash flows used
in operating activities:
Depreciation and Amortization 773,668 128,975
Increase (decrease) in cash resulting from changes in:
Accounts receivable 1,358,159 (879,033)
Inventories 358,103 82,402
Prepaid expenses and other current assets (92,646) (18,016)
Deposits and other 70,580
Accounts payable, trade (648,964) 157,250
Accounts payable, affiliates (6,950) (16,062)
Accrued expenses (962,370) (55,417)
Taxes payable -- (27,956)
-----------------------------
Net cash provided by (used in) operating
activities 532,917 (1,117,897)
-----------------------------
Cash flows from investing activities:
Capital expenditures (28,910) (26,606)
-----------------------------
Net cash used in investing activities (28,910) (26,606)
-----------------------------
Cash flows from financing activities:
Net borrowing (payments on) notes payable under
line of credit agreements 1,000,000 (4,500,000)
Proceeds from notes payable to affiliates -- 5,118,272
Notes receivable from employees -- 23,819
Net proceeds from exercise of stock options 7,500 --
Principal payments on capital lease obligations (42,587) (32,486)
-----------------------------
Net cash provided by financing activities 964,913 609,606
-----------------------------
Net increase (decease) in cash 1,468,920 (534,897)
Cash and cash equivalents, beginning of year 254,956 569,692
-----------------------------
Cash and cash equivalents, end of period $ 1,723,876 $ 34,795
=============================
Supplemental disclosure of cash flow information:
Interest paid $ 179,025 $ 243,250
=============================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
RADYNE COMSTREAM INC.
Notes to Consolidated Financial Statements
- ------------------------------------------
(Information for March 31, 1999 and March 31, 1998 is Unaudited)
1 Business
Radyne Comstream Inc. (the "Company") was incorporated on November 25, 1980
and commenced operations on May 22, 1981. On August 12, 1996 the Company became
a majority owned subsidiary of Singapore Technologies Pte Ltd ("STPL"), through
its wholly-owned subsidiary, Stetsys US, Inc. ("ST").
On October 15, 1998, Radyne purchased all of the outstanding shares of
common stock of Comstream Holdings, Inc. ("Comstream") for an aggregate purchase
price of $17 million, of which $10 million was paid in cash at the closing,
using funds borrowed from its controlling stockholder, and the balance of which
was in the form of a $7 million note (the "Note"), payable nine months from the
purchase date. The Note is convertible into Radyne common stock under certain
circumstances. This acquisition was recorded in accordance with the "purchase
method" of accounting. The excess of the purchase price over the net assets
acquired was approximately $8.7 million of which $3.9 million was allocated to
in-process research and development, $2.5 million was valued as purchased
technology, which is being amortized over 6.25 years, and $2.3 million has been
recorded as goodwill, which is being amortized over ten years.
Comstream operates primarily in North America in the satellite
communications industry. Comstream designs, markets and manufacturers satellite
interactive modems and earth stations. Additionally, Comstream manufacturers and
markets full-transponder satellite digital audio receivers for music providers
and has designed and developed a PC broadband satellite receiver card which is
an Internet and high-speed data networking product.
In March 1999, Radyne Corp. changed its name to Radyne Comstream Inc. The
Company has locations in Phoenix, Arizona and San Diego, California. The Company
designs, manufactures, and sells products, systems and software used for the
transmission and reception of data over satellite and cable communication
networks.
The following summary, prepared on a pro forma basis, combines the
consolidated results of operations (unaudited) as if the acquisition had taken
place on January 1, 1998. Such pro forma amounts are not necessarily indicative
of what the actual results of operations might have been if the acquisition had
been effective on January 1, 1998:
Three Months ended March 31,
----------------------------
1998
----------------------
(In thousands,
except per share data)
--------
Net Sales $ 12,741
========
Gross profit $ 3,447
========
Net loss $ (4,874)
========
Net loss per common share $ (0.82)
========
5
<PAGE>
2 Summary of Significant Accounting Policies
(a) Basis of Presentation
The interim financial statements furnished reflect all adjustments
which are, in the opinion of management, necessary for a fair
presentation of financial position as of March 31, 1999 and the
results of operations and cash flows for the three months ended March
31, 1999 and March 31, 1998. Such adjustments are of a normal
recurring nature. This information should be read in conjunction with
the consolidated financial statements included in the Company's Form
10-K/A for the twelve month period ended December 31, 1998.
The results of operations for the interim period are not necessarily
indicative of the results to be expected for the full year.
(b) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities as of
the financial statement date and the reported amounts of revenue and
expenses during the reporting period. The industry in which the
Company operates is characterized by rapid technological change and
short product life cycles. As a result, estimates are required to
provide for product obsolescence and warranty returns as well as other
matters. Actual results could differ from those estimates.
(c) Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and its subsidiaries. Significant intercompany accounts and
transactions have been eliminated in the consolidation.
(d) Cash Equivalents
The Company considers all money market accounts with a maturity of 90
days or less to be cash equivalents.
(e) Revenue Recognition
The Company recognizes revenue upon shipment of product.
(f) Inventories
Inventories, consisting of satellite modems and related products, are
valued at the lower of cost (first-in, first-out) or market.
(g) Property and Equipment
Property and equipment are stated at cost. Equipment held under
capital leases is stated at the present value of future minimum lease
payments. Expenditures for repairs and maintenance are charged to
operations as incurred, and improvements which extend the useful lives
of the assets are capitalized. Depreciation and amortization of
machinery and equipment are computed using the straight-line method
over an estimated useful life of three to ten years. Equipment held
under capital leases and leasehold improvements are amortized on a
straight-line basis over the shorter of the lease term or estimated
useful lives of the assets.
(h) Goodwill
Goodwill, which represents the excess of purchase price over fair
value of net assets acquired, is amortized on a straight-line basis
over ten years.
(i) Purchased Technology
In connection with the acquisition of Comstream, value was assigned to
purchased technology. Purchased technology is being amortized on a
straight-line basis over the expected period to be benefited of 6.25
years.
(j) Impairment of Long-Lived Assets
The Company reviews long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances
indicate the carrying amount of an asset may not be recoverable.
6
<PAGE>
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future undiscounted
net cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of the assets
exceed the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs
to sell.
(k) Warranty Costs
The Company provides limited warranties on certain of its products and
systems for periods generally not exceeding two years. The Company
accrues estimated warranty costs for potential product liability and
warranty claims based on the Company's claim experience. Such costs
are accrued as cost of sales at the time revenue is recognized.
(l) Research and Development
The cost of research and development is charged to expense as
incurred.
(m) Income Taxes
The Company accounts for income taxes under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future consequences attributed to differences between the consolidated
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Differences between income
for financial and tax reporting purposes arise primarily from accruals
for warranty reserves and compensated absences. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(n) Concentration of Credit Risk
Financial instruments, which potentially subject the Company to
concentrations of credit risk, are principally accounts receivable.
The Company maintains ongoing credit evaluations of its customers and
generally does not require collateral. The Company provides reserves
for potential credit losses and such losses have not exceeded
management's expectations.
(o) Net Loss Per Common Share
Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares
outstanding for the period. Diluted loss per share reflects the
potential dilution that could occur if securities or contracts to
issue common stock were exercised or converted to common stock or
resulted in the issuance of common stock that then shared in the
earnings or loss of the Company. Assumed exercise of outstanding stock
options and warrants for all periods have been excluded from the
calculations of diluted net loss per common share as their effect is
antidilutive.
(p) Fair Value of Financial Instruments
The fair value of accounts receivable, accounts payable, and accrued
expenses approximates the carrying value due to the short-term nature
of these instruments. Management has estimated that the fair values of
the notes payable, approximate the current balances outstanding, based
on currently available rates for debt with similar terms.
(q) Employee Stock Options
The Company has elected to follow Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees (APB 25) and related
interpretations in accounting for its employee stock options and to
adopt the "disclosure only" alternative treatment under Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based
Compensation (SFAS 123). SFAS 123 requires the use of fair value
option valuation models that were not developed for use in valuing
employee stock options. Under SFAS No. 123, deferred compensation is
recorded for the excess of the fair value of the stock on the date of
the option grant, over the exercise price of the option. The deferred
compensation is amortized over the vesting period of the option.
7
<PAGE>
(r) Segment Reporting
The Company has only one operating business segment, the sale of
equipment for satellite and cable communications networks.
(s) Rights Offering (1999)
In October 1998 the Board of Directors approved the distribution to
stockholders, other than the Company's principal stockholders, ST and
Stetsys Pte Ltd, of subscription rights for the purchase of up to
444,276 shares of the Company's common stock at a price of $3.73 per
share. The Board of Directors further approved the distribution of
subscription rights to Stetsys Pte Ltd to purchase up to 4,300,800
shares of the Company's common stock at a price of $3.73 per share.
This Rights Offering will become effective upon approval by the
Securities Exchange Commission of the amended Form S-2 Registration
Statement which was filed on May 5, 1999 or an amendment to the Form
S-2 Registration Statement to be filed in the future. Stetsys Pte Ltd
has given assurances to the Company that it will fully exercise its
rights under the Rights Offering.
(t) Comprehensive Income
In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS No. 130) which became effective for the
Company January 1, 1998. SFAS No. 130 established standards for
reporting and displaying comprehensive income and its components in a
full set of general-purpose financial statements. The Company had no
items of comprehensive income. Therefore, the adoption of SFAS No. 130
had no effect on the Company.
3 Inventories
March 31, 1999 December 31, 1998
Inventories consist of the following:
Raw materials and components $ 6,611,250 $ 6,065,751
Work in process 2,680,362 4,319,338
Finished goods 1,549,204 546,858
---------------------------------
10,840,816 10,931,947
Obsolescence reserve (1,818,441) (1,551,469)
---------------------------------
Total $ 9,022,375 $ 9,380,478
=================================
4 Property and Equipment
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
<S> <C> <C>
Property and equipment consist of the following:
Machinery and equipment $ 3,730,482 $ 3,598,732
Furniture and fixtures 2,469,458 2,661,195
Leasehold improvements 398,358 312,425
-------------------------------
6,598,298 6,572,352
Less accumulated depreciation & amortization (1,660,969) (1,038,707)
-------------------------------
Total $ 4,937,329 $ 5,533,645
===============================
</TABLE>
5 Restructuring Cost
The accrued restructuring costs in the accompanying consolidated balance
sheet at March 31, 1999 which are included in the accrued liabilities
include the cost of involuntary employee termination benefits for certain
employees of the Company and costs associated with the lease buyout of a
building located in San Diego, California.
These accrued restructuring costs at March 31, 1999 principally consist of
the following:
8
<PAGE>
Total Accrued Restructuring Costs
---------------------------------
Balance at December 31, 1998 $ 3,130,166
Cash paid for lease buyout (1,209,220)
Cash paid for employee
termination benefits ( 304,249)
-----------
Unaudited balance at March 31, 1999 $ 1,616,697
===========
Of the $1,617,000 accrued restructuring charge remaining at March 31, 1999,
approximately $383,000 consists of severance costs (termination of 38 of
the technical, sales and administrative staff completed in December 1998)
and $1,234,000 consists of lease buyout costs, all of which the Company
expects to be paid out by the fourth quarter of 1999.
6 Accrued Liabilities
March 31, 1999 December 31, 1998
Accrued liabilities consist of the following:
Wages and related payroll taxes $1,298,774 $1,355,316
Interest expense 1,179,678 803,929
Professional fees 265,008 378,817
Warranty reserve 698,514 679,964
Severance 578,625 1,282,761
Lease buyout 1,233,890 2,443,110
Other 2,923,482 2,196,444
----------------------------
Total $8,177,971 $9,140,341
============================
The severance balance included in accrued expenses at March 31, 1999
consists of approximately $383,000 associated with the restructuring charge
in the fourth quarter of 1998, discussed in Note 5, and the remaining
$196,000 of severance (for 16 technical staff and management) related to
the Company's acquisition of ComStream in October 1998. This $196,000 is
part of a termination benefits cost totalling $1,600,000; the Company paid
$1,005,000 of these termination benefits prior to December 31, 1998 and
another $399,000 during the quarter ended March 31, 1999.
7 Related Party Transactions
Sales to Engineering and Technical Services, Inc. and Agilis Communication
Technologies Pte Ltd, companies under common control with Radyne Comstream Inc.,
for the periods ended March 31, 1999 and March 31, 1998 were $1,200 and $38,181
respectively. Cost of such sales for the same periods were $1,150 and $11,459
respectively.
Notes payable to ST and affiliates outstanding at March 31, 1999 and December
31, 1998 were $15,618,000. These notes bear interest at rates from 6.625% to
6.844% and mature on March 31, 2000.
Interest expense on notes payable to affiliates was $255,000 for the current
period ended March 31, 1999 compared to $74,000 for the period ended March 31,
1998.
Accrued interest on notes payable to affiliates was $837,000 at March 31, 1999
compared to $581,000 at December 31, 1998.
9
<PAGE>
8 Notes Payable
The Company has a $20,500,000 credit agreement with Citibank, N.A. that includes
$20,000,000 available under an uncommitted line of credit facility and
facilities for bank guarantees and/or standby letters of credit up to $500,000.
An affiliate of ST has issued a nonbinding letter of awareness in connection
with this credit agreement. Borrowings under the line of credit bear interest at
a fluctuating rate equal to LIBOR plus 1% per annum or an alternative Citibank
Quoted Rate plus 1% per annum (rates varied from 5.97 % to 6.125% on balances
owed at December 31, 1998). The credit agreement requires the Company to
maintain certain financial leverage ratios. At March 31, 1999, the Company was
in violation of one such covenant, which was waived by the bank. The
availability of additional borrowings under the credit agreement expires
September 29, 1999 and is renewable annually at the option of the bank. The
Company owed principal of $9,000,000 under the line of credit as of March 31,
1999 and $8,000,000 as of December 31, 1998.
Notes payable to parent (ST) outstanding at March 31, 1999 and December 31, 1998
were $15,618,272. These notes bear interest at rates from 6.375% to 6.844% and
mature on March 31, 2000. Of this amount, $10,000,000 was borrowed in September
1998 for the acquisition of ComStream Holdings, Inc. Stetsys Pte Ltd has
committed to purchase approximately $16,000,000 of the Company's Common Stock in
the below described rights offering, the proceeds of which will be used to
retire these notes.
The Company also has a note payable to Spar Aerospace Limited in the amount of
$7,000,000. This note was issued on October 15, 1998 as partial consideration
for the acquisition of ComStream Holdings, Inc. The note matures on July 15,
1999 with interest at 8% per annum. At any time prior to July 15, 1999, the
holder of the note has the option to convert 20% of the original principal
balance into shares of the Company's common stock and at any time after July 15,
1999, prior to payment in full, the holder of the note has the option to convert
the outstanding balance into shares of the Company's common stock at $3.73 per
share.
The Company intends to finance the repayment of debt incurred for the ComStream
acquisition and its ongoing working capital needs through (i) a rights offering
pursuant to which it will offer approximately $17,700,000 of Common Stock to its
existing stockholders and (ii) the existing bank line of credit. This offering
will be made strictly by means of a prospectus which will be distributed to
stockholders of record as of April 16, 1999.
The purpose of all of the above described loans has been to finance or refinance
the capital needs associated with the Company's acquisition of ComStream
Holdings, Inc., recent rapid sales and backlog growth and the cost of research
and development. To date, the Company's capital resources (as supplemented by
loans from ST and its affiliates) have been sufficient to fund its operations
and increased level of business. Stetsys Pte Ltd has confirmed its ability and
intent to provide working capital necessary to ensure that Radyne ComStream
remains a going concern, with this support, the Company believes that its bank
credit lines and cash from operations are likely to be sufficient to fund its
planned future operations and capital requirements for continued growth through
the end of 1999, as well as repayment of the above described notes.
10
<PAGE>
9 Loss Per Share
A summary of the reconciliation from basic loss per share to diluted loss per
share follows:
<TABLE>
<CAPTION>
Quarter ended
March 31,
-----------------------
1999 1998
---------- ----------
<S> <C> <C>
Income (loss) available to common stockholders $ (316,663) (490,040)
=======================
Basic EPS-weighted average shares outstanding 5,931,968 5,931,346
=======================
Basic loss per share (.05) (.08)
=======================
Basic EPS-weighted average shares outstanding 5,931,968 5,931,346
Effect of dilutive securities -- --
-----------------------
Dilutive EPS-weighted average shares outstanding 5,931,968 5,931,346
=======================
Diluted loss per share (.05) (.08)
=======================
Stock options not included in diluted EPS since antidilutive 616,228 222,951
=======================
</TABLE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information should be read in conjunction with the condensed
consolidated financial statements and the notes thereto included in Item 1 of
Part I of this Quarterly Report and the audited consolidated financial
statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
1998 contained in the Company's 1998 Annual Report on Form 10-K.
Except for the historical information contained herein, the following
discussion contains "forward-looking statements" within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, performance or achievements of Radyne
ComStream Inc., or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
loss of, and failure to replace, any significant customers;
timing and success of new product introductions;
product developments, introductions and pricing of competitors;
timing of substantial customer orders;
availability of qualified personnel;
the impact of local political and economic conditions and foreign
exchange fluctuations on international sales;
performance of suppliers and subcontractors;
market demand and industry and general economic or business
conditions;
availability, cost and terms of capital;
11
<PAGE>
Radyne ComStream's level of success in effectuating its strategic
plan, including realization of all of the anticipated benefits of the
integration of Radyne and the recently acquired ComStream Holdings,
Inc.; and
other factors to which this report refers or to which the Company's
1998 Annual Report on Form 10-K refers.
Results of Operations
The Company's net sales increased 212% to $12,319,000 during the period
ended March 31, 1999 from $3,949,000 during the period ended March 31, 1998
primarily as a result of the Company's acquisition and integration of Comstream
Holdings into the operations of the Company.
The Company's cost of sales as a percentage of net sales decreased to 55%
during the period ended March 31, 1999 from 70% during the fiscal period ended
March 31, 1998. During the quarter ended March 31, 1999, the Company increased
its inventory obsolescence reserve by $267,000, consisting of $35,000 for earth
station boards deemed obsolete, $90,000 for the cost of demonstration projects
sent to customers and considered unrecoverable and $142,000 for various excess
and obsolete raw materials identified through review of product lines and
physical inventories. Start-up costs associated with the delivery of new
products to the market place accounted for the higher prior period costs.
Selling, general and administrative costs increased to $3,001,000 (24% of
sales) during the current period from $847,000 (21% of sales) during the fiscal
period ended March 31, 1998. The increased level of expenses as a percentage of
sales for the period was a result of the increase in the Company's base business
level during the period as a result of the Company's acquisition and integration
of Comstream Holdings into the operations of the Company. Marketing expenses
have remained high, based on the Company's attempts to position itself to
compete head-to-head with larger competitors without giving up margin
advantages.
Research and development expenditures increased to $2,307,000 (19% of
sales) during the current period from $659,000 (17% of sales) during the period
ended March 31, 1998. The increased level of expenses for the period is a result
of the increase in the Company's base business level during the period as a
result of the Company's acquisition and integration of Comstream Holdings into
the operations of the Company.
In connection with the acquisition of ComStream Holdings, Inc., Radyne
allocated $3,909,000 of the purchase price to seven in-process research and
development projects. This allocation represents the estimated fair value based
on risk-adjusted future cash flows related to the incomplete projects. At the
date of the acquisition, the development of these projects had not yet reached
technological feasibility and the research and development in process had no
alternative future uses. Accordingly, these costs were expensed as of the
acquisition date.
This allocation was based on a number of assumptions, including those
regarding estimated project completion dates and costs. As of March 31, 1999,
four of those projects have been completed and two remain essentially on
schedule. The completion date of the remaining project has been deferred
approximately seven months, in order to make the most efficient use of the
Company's engineering resources, but this delay is not expected to materially
impact the expected returns from this project. The original cost estimates
remain essentially accurate and no other material variations in the assumptions
have appeared. Therefore, management continues to regard the $3,909,000
valuation as correct.
12
<PAGE>
The nature, amount, and timing of the costs required to complete the
in-process technology are presented in the following chart:
<TABLE>
<CAPTION>
----------------------------------------
Estimated Estimated
Base Product Started Cost To Cost To Costs at
Description Technology Line (Month Completion Date Complete Completion
Applicability -Year) Date $000's $000's $000's
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
2 MB Card QPSK,FEC Modems 01-98 08-99 $ 1,680 $ 120 $ 1,800
Coding
"CM 601" Low Cost Coding Modems 05-97 03-99 1,400 0 1,400*
Modem Modulation
"DT8000" Ku-band Modulation Earth 03-97 12-98 2,850 0 2,850**
2 Watt Earth Station Coding Stations
Transmission
"DBR 2000" Data L-Band Broadcast 06-98 06-99 370 30 400
Broadcast Receiver Receivers Data
Packet
Protocol
"ABR 202" Audio L-Band Broadcast 12-98 750 0 750
Receiver Receivers Audio
Multiplexing
Set Top Box Receiver DTH TV Satellite 03-97 07-99 1,550 50 1,600
Cable TV TV Cable
Proprietary TV
IC's - MPEG
Decoders
MediaCast Card Proprietary Internet 03-97 03-99 1,900 0 1,900
Receiver IC's - Receiver
Internet Video
Protocol Receiver
DVB MPEG
Decoders
$10,500 $ 200 $10,700
========================================
</TABLE>
* Estimated at $1,500 in the Company's Form 10-K/A for the year ended
12/31/98.
** Estimated at $2,750 in the Company's Form 10-K/A for the year ended
12/31/98.
Net interest expense increased to $555,000 in the current period ended
March 31, 1999 from $178,000 in the prior period ended March 31, 1998 due mainly
to an increase in the Company's debt level as a result of the acquisition of
Comstream.
13
<PAGE>
Based on above, the Company experienced net operating income of $238,000
for the three month period ended March 31, 1999 as compared to a net operating
loss of ($312,000) for the three month period ended March 31, 1998.
The Company's new-orders-booked (Bookings) increased by 176% to $13,607,000
for the current period from $4,936,000 for the period ended March 31, 1998. This
increase was primarily due to the acquisition of Comstream.
The Company's level of unfilled-orders-to-ship (Backlog) increased 71% to
$9,894,000 for the current period from $5,801,000 at March 31, 1998 primarily
due to the acquisition of Comstream.
Liquidity and Capital Resources
The Company's working capital deficit was ($8,313,000) at March 31, 1999, a
decrease in the working capital deficit of $491,000 from ($8,804,000) at
December 31, 1998. This change is primarily a result of reductions in current
assets of ($155,000), primarily made up of an increase in cash of $1,469,000 and
in prepaid expenses of $93,000 as offset by decreases in accounts and other
receivables of ($1,358,000) and a reduction in inventories of ($358,000) and a
reduction of current liabilities of ($646,000), primarily made up of an increase
in notes payable of $1,000,000 and offset by a decrease in accounts payable of
($656,000) and other accrued expenses of ($962,000). Net cash supplied by
operating activities was $533,000 for the current period, as compared to
($1,118,000) used in the three-month period ended March 31, 1998.
Cash used in investing activities, consisting of additions to equipment,
was $29,000 for the current period as compared to the prior period amount of
$27,000.
The Company derived net cash from financing activities of $965,000 and
$610,000 during the periods ended March 31, 1999 and March 31, 1998,
respectively.
As a result of the foregoing, the Company increased its cash balances by
$1,469,000 during the current period, compared to a decrease in cash balances of
($535,000) for the three month period ended March 31, 1998.
Year 2000 Compliance
The Year 2000 issue concerns the fact that certain computer systems and
processors may recognize the designation "00" as the year 1900 when it is
intended to mean the Year 2000, resulting in system failure or miscalculations.
Other potential date related errors may result from computer systems' inability
to recognize the year 2000 as a "leap year", and such dates as 9 September 1999
(9-9-99), 1 January 2001 (1-1-01) may cause errors. All of these "date related
issues" are commonly referred to as the "Year 2000" issue or "Y2K problem".
Commencing in 1997, we began a comprehensive review of our information
technology systems, upon which our day to day business operations depend, in
order to determine the adequacy of those systems in light of future business
requirements. Year 2000 readiness was one of the factors considered in the
review process. We have completed that review and determined that all mission
critical systems at our Phoenix facility are Year 2000 compliant, whereas
certain systems used at our San Diego facility require upgrading. We purchased
and expensed the upgrades in 1998 and expect their installation to be completed
in the third quarter of this year.
Our Year 2000 readiness plan also involves the review of our
non-information technology systems, a review which we consider to be
approximately 60% complete. The only noncompliance which we have discovered to
date relates to certain date functions in diagnostic equipment, which functions
we do not employ. We have no expectation of encountering any more serious Y2K
noncompliance during the remainder of our review. However, it is possible that
the scope of the Year 2000 problem could be greater than originally believed and
that our efforts could prove inadequate.
As part of our comprehensive review, we are continuing to verify the Year
2000 readiness of third parties (vendors and customers) with whom Radyne
ComStream has material relationships. This is a particular concern in light of
our reliance on overseas assembly operations. A Year 2000 readiness survey was
recently sent to all of our material vendors and customers. We have received
approximately 70% of the survey responses. The remaining 30% are being contacted
in an effort to accelerate their responses or to determine if there may be a
likeliness of their not becoming compliant. We have also created a data base to
track responses, problems and follow-up plans.
14
<PAGE>
Our Y2K plan contemplates that we will consider replacement of any critical
vendor that does not satisfy us by June 30, 1999 that it will be Y2K compliant
by September 30, 1999. While our assessments of the readiness of our vendors are
necessarily dependent upon their survey responses, we intend to test their
stated compliance where we determine that to be a necessary and feasible step.
In evaluating the potential impact of vendor Y2K noncompliance, we believe that
the two worst case scenarios would likely be as follows. First, if the electric
utility at either of our principal facilities were to black out, operations at
that facility could essentially cease for the duration of the problem. At this
point those utilities have provided reasonable assurances of their own Y2K
compliance, although they are not in a position to rule out potentially relevant
problems elsewhere on the power grid. Second, if one of our major circuit board
suppliers were to report Y2K compliance, but then surprise us with a shut-down,
our delivery schedule would be adversely affected. However, since our
contingency plan includes maintenance of a three-month inventory of critical
parts, we would expect to be able to replace the noncompliant vendor timely
enough to avoid a product delivery delay of more than 30 days. However, we are
not able to precisely determine the effect on results of operations, liquidity
and financial condition in the event our material vendors and customers are not
Year 2000 compliant. Our inability to accurately forecast such effects may
prevent Radyne ComStream from taking necessary steps to rectify any Year 2000
problems in advance. Moreover it is impossible to predict the extent, if any, to
which customers may allocate funds to the solution of their own Year 2000
problems instead of purchasing our products. We will continue to monitor the
progress of our material vendors and customers and formulate a contingency plan
if and when we conclude that a material vendor or customer may not be compliant.
We have completed a review of our products and determined that all but one older
ComStream product are Year 2000 ready. We are notifying purchasers and potential
purchasers of this product, relatively few of which have been sold, and we are
working on a Year 2000 revision which, if successful, we can make available to
any customers who require that this product be Y2K compliant. We do not
anticipate that this will involve a material expense to Radyne ComStream.
While we believe our efforts to date are adequate to prevent any Year 2000
problem from having a material adverse effect on Radyne ComStream, our
assessment may turn out to be inaccurate.
Year 2000 Readiness Costs
Project Statistics:
Cost to date (labor) $ 50k
Estimated cost to completion $100k to $150k
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Inventory Assessment Remediation Unit Testing System Testing
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Percentage 100% 90% 50% 20% 20%
Completed
Completion Date 4/30/99 6/30/99 7/31/99 8/31/99 9/30/99
-----------------------------------------------------------------------------------------------------
</TABLE>
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk on our financial instruments from changes in
interest rates. We do not use financial instruments for trading purposes or to
manage interest rate risk. Increases in market interest rates would not have a
substantial adverse effect on profitability.
Our financial instruments consist primarily of short-term variable rate
revolving credit lines, and fixed rate debt. Our debt at March 31, 1999
consisted of notes payable to affiliates, notes payable under a line of credit
agreement and a note payable.
15
<PAGE>
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
During the three months ended March 31, 1999, the Company submitted one
matter to a vote of security holders. Pursuant to written consent, dated as of
February 9, 1999, the majority holders of the Company's common stock agreed to
amend the Company's 1996 Incentive Stock Option Plan to provide that the total
number of shares of common stock issuable upon the exercise of outstanding
options and the total number of shares of common stock provided for under any
stock bonus or similar plan of the Company may not exceed 35% of the outstanding
shares of common stock, as calculated in accordance with Rule 260.140.45 of
Title 10, California Code of Regulations.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit Description
3.1* Restated Certificate of Incorporation
3.2** Bylaws, as amended and restated
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter covered by this
report.
* Incorporated by reference from Registrant's report on Form 10-Q, filed
March 11, 1997.
** Incorporated by reference from Registrant's Form 10-K, filed April 15,
1999.
16
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: August 12, 1999 RADYNE COMSTREAM INC.
By: /s/ Robert C. Fitting
----------------------------------
Robert C. Fitting
Chief Executive Officer
and President
By: /s/ Garry D. Kline
----------------------------------
Garry D. Kline
Vice President, Finance
(Chief Financial Officer and
Accounting Officer)
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS CONTAINED IN THE FORM 10-Q FOR THE QUARTER ENDED
3-31-99 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Mar-31-1999
<CASH> 1,723,876
<SECURITIES> 0
<RECEIVABLES> 7,966,642
<ALLOWANCES> 789,069
<INVENTORY> 9,022,375
<CURRENT-ASSETS> 18,606,631
<PP&E> 6,598,298
<DEPRECIATION> (1,660,969)
<TOTAL-ASSETS> 28,220,680
<CURRENT-LIABILITIES> 26,919,688
<BONDS> 0
0
0
<COMMON> 11,868
<OTHER-SE> (15,557,951)
<TOTAL-LIABILITY-AND-EQUITY> 28,220,680
<SALES> 12,318,705
<TOTAL-REVENUES> 12,318,705
<CGS> 6,772,429
<TOTAL-COSTS> 6,772,429
<OTHER-EXPENSES> 5,308,165
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 554,774
<INCOME-PRETAX> (316,663)
<INCOME-TAX> 0
<INCOME-CONTINUING> (316,663)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (316,663)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
