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): July 28, 2005
PERFORMANCE TECHNOLOGIES, INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-27460 16-1158413
(Commission File Number) (I.R.S. Employer Identification No.)
205 Indigo Creek Drive, Rochester, New York 14626
(Address of principal executive offices) (Zip Code)
(585) 256-0200
(Registrant's telephone number,
including area code)
(Not Applicable)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition
On July 28, 2005, Performance Technologies, Incorporated issued a press release
announcing its results of operations for the quarter and six months ending
June 30, 2005. A copy of the press release is being furnished as Exhibit 99.1 to
this Form 8-K.
(c) Exhibits.
(99.1) Press release issued by Performance Technologies, Incorporated on July
28, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
PERFORMANCE TECHNOLOGIES, INCORPORATED
August 1, 2005 By:/s/ Donald L. Turrell
-------------------------------
Donald L. Turrell
President and
Chief Executive Officer
August 1, 2005 By:/s/ Dorrance W. Lamb
---------------------------------
Dorrance W. Lamb
Chief Financial Officer and
Vice President of Finance
Exhibit 99.1
For more information contact:
Dorrance W. Lamb
Chief Financial Officer
Performance Technologies
585-256-0200 ext. 276
http://www.pt.com
finance@pt.com
--------------
Performance Technologies Announces Second Quarter 2005
Financial Results
"Company reports $.02 earnings per share for the latest period"
ROCHESTER, NY - July 28, 2005 -- Performance Technologies, Inc. (Nasdaq NM:
PTIX), a leading developer of platforms, components, software and services for
the communications, military and commercial markets today announced its
financial results for the second quarter 2005.
Revenue in the second quarter 2005 amounted to $10.8 million, compared to $13.3
million in the corresponding quarter a year earlier. Revenue for the six months
ended June 30, 2005 amounted to $24.0 million, compared to $28.8 million during
the respective period in 2004.
GAAP Information
Net income for the second quarter 2005 amounted to $.2 million, or $.02 per
diluted share including restructuring charges amounting to $.1 million, or $.00
per diluted share related to cost improvement efforts, based on 13.0 million
shares outstanding. Net income for the second quarter 2004 amounted to $1.0
million, or $.08 per diluted share based on 13.4 million shares outstanding.
Net income for the six months ended June 30, 2005 amounted to $1.3 million, or
$.10 per diluted share including restructuring charges related to cost
improvement efforts amounting to $.2 million, or $.01 per diluted share, based
on 13.1 million shares outstanding. Net income for the six months ended June 30,
2004 amounted to $2.6 million, or $.19 per diluted share based on 13.5 million
shares outstanding.
Non-GAAP Information
Management believes that the Company's results excluding non-recurring items
("Non-GAAP") provide another measure of its operations as non-recurring items
result from facts and circumstances that vary in frequency, amounts and cause.
There were no differences between GAAP and Non-GAAP net income and diluted
earnings per share for the second quarters of 2005 and 2004, and for the six
months ended June 30, 2005.
Non-GAAP net income for the six months ended June 30, 2004 amounted to $2.8
million, or $.21 per diluted share excluding in-process research and development
costs, based on 13.5 million shares outstanding. During the first quarter 2004,
the Company completed the purchase of Mapletree Networks and recorded in-process
research and development costs associated with this acquisition in the amount of
$.2 million, or $.02 per diluted share.
Cash, cash equivalents and investments amounted to $29.4 million and $25.6
million at June 30, 2005 and December 31, 2004, respectively, and the Company
had no long-term debt at either date.
The following contains forward-looking statements within the meaning of the
Securities Act of 1933 and Securities Exchange Act of 1934 and is subject to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
The Company is a leading developer of platforms, components, software and
services for the embedded systems market. This marketplace is comprised of
several sectors, with telecommunications being the largest. The Company's
products are sold individually or can be mixed and matched to construct highly
integrated, packet-based platforms for the embedded systems marketplace. When
sold as integrated platforms (Advanced Managed Platforms) these products offer
customers distinct cost advantages, increase overall system reliability and
performance, and improve time-to-market for their products. Advanced Managed
Platforms are applicable to the broader embedded systems market, not just
telecommunications. Since its introduction in 2003, this product line has
realized more than 30 new design wins of varying sizes. Only a small number of
these design wins have reached production levels.
Over the past two quarters, the Company has announced and released several new
products. Those products include: the new AdvancedTCA (ATCA) Advanced Managed
Platform offering, a variety of media and packet-processing slot components
including a quad-processor and media gateway blade, and new additions to the
Signaling product family, including several Signaling Gateway and IP-STP
advancements. Management believes that these new products build upon the
Company's platform and software strategy, and provide high growth prospects for
future revenue.
The telecommunications market is dependent upon carrier spending to upgrade
network infrastructure to next-generation equipment. As the Company entered
2005, there were announcements by major domestic wireless carriers for new
spending programs directed at upgrading networks to the third generation (3G) of
mobile network capabilities. During the second quarter 2005, actual shipments by
the Company to the telecommunications equipment providers for this equipment
were less than forecasted volumes. Three customers accounted for the greater
part of the revenue shortfall. Forward-looking visibility of customers' orders
continues to be very limited.
Operating expenses for the second quarter 2005 were lower than the first quarter
2005 and reflect continuing progress of the Company's centralization and
streamlining plan announced in October 2004. See the detailed progress on this
plan below.
"We are very disappointed with the lower than anticipated earnings and revenue
in the second quarter," said Donald Turrell, president and chief executive
officer. "Despite weakness in a number of end markets for our products during
the quarter, shipments of Advanced Managed Platforms accelerated during this
period and we expect to see increased shipment volumes as more customers move
their new products into production. Furthermore, we expect that ongoing
competitive pressures on the North American wireless carriers will result in
deployment of the previously announced network and data service upgrades during
the later part of 2005 and into 2006. The Company's financial performance is
expected to improve as the pace of these deployments increases."
In October 2004, management began formulating a plan to reduce annualized
expenses by approximately $2.0 million with a primary focus on centralizing its
multi-location operations and streamlining the organization. During the fourth
quarter 2004, the Company completed integration of the Voice Technology Group
(VTG) sales, marketing and administrative functions into its corporate
operations. During the first quarter 2005, the Company completed integration of
the accounting functions for VTG and the Computing Products Group into corporate
accounting in Rochester, New York. During the second quarter 2005, transition of
manufacturing operations for the VTG products was completed and substantial
progress was realized in transitioning the manufacturing of the Computing
Products to Rochester. This centralization plan is expected to be completed in
September 2005. Most of the expected expense reductions associated with this
program were realized by the end of the second quarter. During the second
quarter 2005, the Company incurred a charge of $.1 million related to these
restructuring efforts. Additional charges related to restructuring actions are
expected in the range of $.05 million to $.15 million during the remainder of
2005. While the Company continues to pursue its centralization plan, some part
of these savings will be reinvested to stimulate future growth.
During the first quarter 2005, the Company announced that its current president
and chief executive officer, Donald Turrell, will leave the Company's executive
management at the end of 2005. The Succession Committee of the Board of
Directors has retained an executive search firm to assist in the process of
identifying qualified individuals for this position and candidates are being
interviewed. Mr. Turrell will maintain active involvement throughout the
transition of the Company's change in leadership and expects to remain as a
board member thereafter.
In July 2005, the Board of Directors authorized the Company to repurchase shares
of its common stock for an aggregate purchase price not to exceed $10 million.
Under this new program, Performance Technologies shares may be repurchased
through open market or private transactions, including block purchases, over the
next twelve months. Repurchased shares will be used for the Company's stock
option plan, potential acquisition initiatives and general corporate purposes.
Guidance
The Company's integrated platforms, components, software solutions and services
are incorporated into current and next-generation embedded systems
infrastructure. Traditionally, design wins have been an important metric for
management to judge the Company's product acceptance in its marketplace. Design
wins, if implemented, reach production volumes at varying rates, generally
beginning twelve to eighteen months after the design win occurs. A variety of
risks such as schedule delays, cancellations, changes in customer markets and
economic conditions can adversely affect a design win before production is
reached, or during deployment. In addition, during weak or uncertain economic
periods, the visibility for customer orders is limited which frequently causes
delays in the placement of orders. These factors often result in a substantial
portion of the Company's revenue being derived from orders placed within a
quarter and shipped in the final month of the same quarter. Unfortunately,
forward-looking visibility on customer orders continues to be very limited.
During the second quarter 2005, the Company realized six design wins for its
Advanced Managed Platforms, IPnexus(TM) and SEGway(TM) product families. Each is
expected to generate greater than $.5 million of annualized revenue when
reaching production volumes.
Management expects diluted earnings per share in the third quarter to be in the
range of $.04 to $.07, before any restructuring charges. Based upon the current
business mix, the current backlog and review of sales forecasts, revenue is
forecasted to be in the range of $11.5 million to $12.5 million in the third
quarter 2005. Gross margin is expected to be approximately 45.5% to 47.5% and
the effective income tax rate for the third quarter is expected to be 29%.
More in-depth discussions of the Company's strategy and financial performance
can be found in the Company's Annual and Quarterly Reports, on Form 10-K and
Form 10-Q, as filed with the Securities and Exchange Commission.
About Performance Technologies
Performance Technologies (Nasdaq NM: PTIX) develops platforms, components and
software solutions for the world's evolving communications infrastructure. Our
broad customer base includes companies in the communications, military and
commercial markets. Serving the industry for more than 20 years, our complete
line of packet-based products enables equipment manufacturers and service
providers to offer highly available and fully-managed systems with
time-to-market, performance and cost advantages.
Performance Technologies is headquartered in Rochester, New York. Additional
operational and engineering facilities are located in San Diego and San Luis
Obispo, California; Norwood, Massachusetts and Ottawa, Canada. For more
information, visit www.pt.com.
Forward Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for certain forward-looking statements. This press release contains
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and is subject to the safe harbor provisions of those
Sections.
These forward-looking statements are subject to certain risks and uncertainties,
and the Company's actual results could differ materially from those discussed in
the forward-looking statements. These risks and uncertainties include, among
other factors, general business and economic conditions, rapid technological
changes accompanied by frequent new product introductions, competitive
pressures, dependence on key customers, the attainment of design wins,
fluctuations in quarterly and annual results, the reliance on a limited number
of third party suppliers, limitations of the Company's manufacturing
arrangements, the protection of the Company's proprietary technology, the
dependence on key personnel, potential delays associated with the purchase and
implementation of an advanced planning and scheduling system, and potential
impairments of investments. These statements should be read in conjunction with
the audited Consolidated Financial Statements, the Notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the Company as of December 31, 2004, as reported in its Annual
Report on Form 10-K, and other documents as filed with the Securities and
Exchange Commission.
A conference call will be held on Friday, July 29, 2005 at 10:00 a.m. eastern
time to discuss the Company's financial performance for the second quarter 2005.
All institutional investors can participate in the conference by dialing (877)
323-2011. The conference call will be available simultaneously for all other
investors at (800) 772-8997. A digital recording of the call may be accessed one
hour after the completion of the conference from July 29 through August 2, 2005.
Participants should dial (888) 509-0081, or for international or local
participants, dial (416) 695-5275. A live Webcast of the conference call will be
available on the Performance Technologies Web site at www.pt.com and will be
archived to the site within two hours after the completion of the call.
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
2005 2004
----------------------- -----------------------
(unaudited)
Current assets:
Cash and cash equivalents $10,829,000 $10,361,000
Investments 18,600,000 15,250,000
Accounts receivable 8,505,000 10,185,000
Inventories 6,336,000 6,573,000
Prepaid income taxes 640,000 771,000
Prepaid expenses and other
assets 416,000 801,000
Deferred taxes 3,092,000 3,088,000
----------------------- -----------------------
Total current assets 48,418,000 47,029,000
Property, equipment and
improvements 1,940,000 2,186,000
Software development costs 4,057,000 3,653,000
Goodwill 4,143,000 4,143,000
----------------------- -----------------------
Total assets $58,558,000 $57,011,000
======================= =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,219,000 $ 1,476,000
Accrued expenses 3,746,000 3,916,000
----------------------- -----------------------
Total current liabilities 4,965,000 5,392,000
Deferred taxes 1,412,000 1,198,000
----------------------- -----------------------
Total liabilities 6,377,000 6,590,000
----------------------- -----------------------
Stockholders' equity:
Preferred stock
Common stock 133,000 133,000
Additional paid-in capital 13,631,000 13,476,000
Retained earnings 42,328,000 41,978,000
Treasury stock (3,911,000) (5,188,000)
Accumulated other
comprehensive income 22,000
----------------------- -----------------------
Total stockholders' equity 52,181,000 50,421,000
----------------------- -----------------------
Total liabilities and
stockholders' equity $58,558,000 $57,011,000
======================= =======================
PERFORMANCE TECHNOLOGIES, INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2005 2004 2005 2004
------------ ------------ ------------ ------------
Sales $10,802,000 $13,273,000 $23,959,000 $28,839,000
Cost of goods sold 5,916,000 6,653,000 12,378,000 14,241,000
------------ ------------ ------------ ------------
Gross profit 4,886,000 6,620,000 11,581,000 14,598,000
------------ ------------ ------------ ------------
Operating expenses:
Selling and marketing 1,369,000 1,572,000 2,846,000 3,200,000
Research and development 2,327,000 2,621,000 4,872,000 5,212,000
General and administrative 1,094,000 1,199,000 2,527,000 2,542,000
Restructuring charges 139,000 196,000
In-process research and
development 218,000
------------ ------------ ------------ ------------
Total operating expenses 4,929,000 5,392,000 10,441,000 11,172,000
------------ ------------ ------------ ------------
Income (loss)from operations (43,000) 1,228,000 1,140,000 3,426,000
Other income, net 330,000 151,000 625,000 289,000
------------ ------------ ------------ ------------
Income before income taxes
and equity in income of
unconsolidated company 287,000 1,379,000 1,765,000 3,715,000
Income tax provision 83,000 428,000 512,000 1,219,000
------------ ------------ ------------ ------------
Income before equity in
income of unconsolidated
company 204,000 951,000 1,253,000 2,496,000
Equity in income of
unconsolidated company 80,000 92,000
------------ ------------ ------------ ------------
Net income $ 204,000 $ 1,031,000 $ 1,253,000 $ 2,588,000
============ ============ ============ ============
Basic earnings per share $ .02 $ .08 $ .10 $ .20
============ ============ ============ ============
Weighted average common
shares 12,863,000 12,742,000 12,836,000 12,674,000
============ ============ ============ ============
Diluted earnings per share $ .02 $ .08 $ .10 $ .19
============ ============ ============ ============
Weighted average common and
common equivalent
shares 13,044,000 13,422,000 13,130,000 13,529,000
============ ============ ============ ============