UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): April 30,
2009
ClearOne Communications,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State or
Other Jurisdiction of Incorporation)
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001-33660
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87-0398877
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|
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(Commission
File Number)
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(I.R.S.
employer
identification
number)
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5225 Wiley Post Way, Suite 500
Salt Lake City, Utah
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84116
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|
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(Address
of principal executive offices)
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(Zip
Code)
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(801)
975-7200
(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
30.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
40.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communication 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 April
30, 2009 ClearOne Communications, Inc. filed a Form 8-K which included an
incorrect date of January 29, 2009. This Form 8-K/A is to correct
that date.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Title of
Document
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Location
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99.1
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Press
Release dated April 30, 2009 captioned “ClearOne Reports Fiscal 2009 Third
Quarter Results.”
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This
Filing
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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.
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CLEARONE
COMMUNICATIONS, INC.
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||
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Date: May
1, 2009
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By:
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/s/ Zeynep Hakimoglu
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Zeynep
Hakimoglu
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||
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President
and CEO
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||
2
EXHIBIT 99.1
Contact: ClearOne
Communications, Inc.
Investor
Relations
(801)
303-3555
CLEARONE
REPORTS FISCAL 2009 THIRD QUARTER RESULTS
Salt Lake City, UT – April 30, 2009 –
ClearOne Communications, Inc. (NASDAQ: CLRO) today reported financial
results for the third quarter and first nine months of fiscal 2009 ended March
31, 2009.
For the
fiscal 2009 third quarter, revenue decreased to $7.6 million from $9.2 million
in the same quarter of last year. Gross profit was $4.0 million, or
53% of revenue, compared with $5.7 million, or 62% of revenue, for the prior
year period. Gross profit as a percentage of revenue in the fiscal
2009 third quarter was lower due to an inventory obsolescence charge of
$686,000. Net income was $339,000, or $0.04 per diluted share, which
includes the reversal of a $1.1 million contingent legal
liability. Net income for the third quarter of last year was $1.1
million, or $0.10 per diluted share.
During
the third fiscal quarter of 2009 and in accordance with generally accepted
accounting principles, the company reversed the approximate $1.1 million balance
of a contingent liability associated with the indemnification agreements with
two former officers indicted by the U.S. Attorney’s Office in July
2007. A federal criminal trial was held and the jury reached its
verdict in February 2009. As a result of the jury’s conviction of the
two former officers on some or all of the crimes with which they were charged –
and based on the court’s instructions to the jury – it is no longer probable
that the company will be required to pay the $1.1 million
amount. However, both former officers (and counsel for one of them)
are plaintiffs in pending lawsuits seeking payment of defense expenses in
addition to what the company has already paid in connection with the criminal
proceeding. Therefore, additional payments by the company are
reasonably possible. The company is vigorously contesting these
lawsuits.
Under a
modified Dutch auction tender offer completed in September 2008, the company
purchased approximately 1.3 million shares of its common
stock. Accordingly, diluted weighted average shares outstanding used
to calculate earnings per share decreased to 9.0 million for the fiscal 2009
third quarter from 10.7 million for the same period of fiscal 2008.
“Our
topline financial results reflect the global decline in technology spending, as
well as increased pricing pressure on certain products,” said Zee Hakimoglu,
president, chief executive officer and chairman
of ClearOne. “While we currently are seeing signs of improvement, we
have and continue to take steps to reduce costs throughout the
organization.”
1
Commenting
on the company’s current inventory levels, Hakimoglu said the company built up
its inventory levels to mitigate supply chain risk, particularly in light of the
economic downturn and its current transition to a larger, more global and
capable electronic manufacturing services provider for certain product, and
supply its new Asia Pacific Support Center in Hong Kong. To a lesser
extent, the higher inventory reflects lower demand for products. The
company expects to work through the current inventory and return to historical
levels.
Hakimoglu
added that the company’s Asia Pacific Support Center, which has commenced
fulfillment, will better serve the majority of ClearOne’s international partners
and enhance profitability due to the favorable Hong Kong business
environment.
For the
first nine months of fiscal 2009, revenue was $27.8 million, compared with $29.4
million for the first nine months of last year. Gross profit was
$16.4 million, or 59% of revenue, compared with $17.2 million, or 59% of
revenue, for the prior year period. Net income increased to $2.1
million, or $0.22 per diluted share, compared with net income of $1.9 million,
or $0.18 per diluted share, for the same period last year.
At March
31, 2009, the company had cash, cash equivalents, and investments of $11.7
million and no long-term debt.
About
ClearOne
ClearOne
is a communications solutions company that develops and sells audio conferencing
systems and other related products for audio, video, and web conferencing
applications. The reliability, flexibility, and performance of
ClearOne’s comprehensive solutions create a natural communications environment,
which saves organizations time and money by enabling more effective and
efficient communication. For more information, visit ClearOne’s
website at www.clearone.com.
This release contains
“forward-looking” statements that are based on present circumstances and
on ClearOne’s predictions with respect to events that have not occurred, that
may not occur, or that may occur with different consequences and timing than
those now assumed or anticipated. Such forward-looking statements,
including statements regarding the company’s ability to successfully
commercialize newer products and enter new markets, are not guarantees of future
performance or results and involve risks and uncertainties that could cause
actual events or results to differ materially from the events or results
described in the forward-looking statements. Such forward-looking
statements are made only as of the date of this release and ClearOne assumes no
obligation to update forward-looking statements to reflect subsequent events or
circumstances. Readers should not place undue reliance on these
forward-looking statements.
2
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CLEARONE
COMMUNICATIONS, INC. AND SUBSIDIARIES
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||||||||
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CONSOLIDATED
BALANCE SHEETS
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||||||||
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(in
thousands of dollars)
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||||||||
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(unaudited)
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(audited)
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|||||||
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March
31,
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June
30,
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|||||||
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2009
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2008
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|||||||
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ASSETS
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||||||||
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 10,908 | $ | 3,327 | ||||
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Marketable
securities
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830 | 5,922 | ||||||
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Accounts
receivable, net of allowance for doubtful accounts
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||||||||
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of
$72 and $87, respectively
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5,486 | 7,238 | ||||||
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Deposit,
bond for preliminary injunction
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0 | 908 | ||||||
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Note
receivable
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5 | 43 | ||||||
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Inventories,
net
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14,046 | 7,799 | ||||||
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Income
tax receivable
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1,015 | 0 | ||||||
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Deferred
income taxes
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2,606 | 2,828 | ||||||
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Prepaid
expenses
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716 | 820 | ||||||
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Total
current assets
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35,612 | 28,885 | ||||||
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Long-term
marketable securities
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0 | 11,168 | ||||||
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Property
and equipment, net
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2,634 | 2,554 | ||||||
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Intangible
assets, net
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39 | 47 | ||||||
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Long-term
deferred tax asset
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1,067 | 1,639 | ||||||
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Other
assets
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21 | 7 | ||||||
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Total
assets
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$ | 39,373 | $ | 44,300 | ||||
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LIABILITIES
AND SHAREHOLDERS' EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable
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$ | 2,741 | $ | 2,187 | ||||
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Accrued
taxes
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0 | 72 | ||||||
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Accrued
liabilities
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1,946 | 3,600 | ||||||
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Deferred
product revenue
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4,163 | 4,547 | ||||||
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Total
current liabilities
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8,850 | 10,406 | ||||||
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Deferred
rent
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583 | 700 | ||||||
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Other
long-term liabilities
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1,187 | 1,054 | ||||||
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Total
liabilities
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10,620 | 12,160 | ||||||
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Shareholders'
equity:
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||||||||
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Common
stock, par value $0.001, 50,000,000 shares authorized,
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||||||||
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8,928,387
and 10,228,902 shares issued and outstanding, respectively
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9 | 10 | ||||||
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Additional
paid-in capital
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38,469 | 44,618 | ||||||
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Accumulated
other comprehensive income (loss)
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(8 | ) | (694 | ) | ||||
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Accumulated
deficit
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(9,717 | ) | (11,794 | ) | ||||
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Total
shareholders' equity
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28,753 | 32,140 | ||||||
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Total
liabilities and shareholders' equity
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$ | 39,373 | $ | 44,300 | ||||
3
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CLEARONE
COMMUNICATIONS, INC. AND SUBSIDIARIES
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||||||||||||||||
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CONSOLIDATED
STATEMENTS OF OPERATIONS
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||||||||||||||||
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(in
thousands of dollars, except per share amounts)
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||||||||||||||||
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(unaudited)
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||||||||||||||||
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Three
Months Ended
March
31,
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Nine
Months Ended
March
31,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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Revenue
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$ | 7,612 | $ | 9,163 | $ | 27,840 | $ | 29,393 | ||||||||
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Cost
of goods sold
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3,605 | 3,439 | 11,399 | 12,153 | ||||||||||||
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Gross
profit
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4,007 | 5,724 | 16,441 | 17,240 | ||||||||||||
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Operating
expenses:
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||||||||||||||||
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Sales
& Marketing
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1,690 | 1,640 | 5,600 | 4,820 | ||||||||||||
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Research
and product development
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1,810 | 1,701 | 5,430 | 5,134 | ||||||||||||
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General
and administrative
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123 | 1,183 | 2,451 | 5,276 | ||||||||||||
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Total
operating expenses
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3,623 | 4,524 | 13,481 | 15,230 | ||||||||||||
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Operating
income
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384 | 1,200 | 2,960 | 2,010 | ||||||||||||
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Total
other income, net
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60 | 196 | 221 | 848 | ||||||||||||
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Income
from continuing operations before income taxes
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444 | 1,396 | 3,181 | 2,858 | ||||||||||||
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(Provision)
for income taxes
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(105 | ) | (335 | ) | (1,104 | ) | (955 | ) | ||||||||
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Income
from continuing operations
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339 | 1,061 | 2,077 | 1,903 | ||||||||||||
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Income
from discontinued operations, net of tax of $0 and $9
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0 | 0 | 0 | 16 | ||||||||||||
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Net
income
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$ | 339 | $ | 1,061 | $ | 2,077 | $ | 1,919 | ||||||||
4