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): August
28, 2006
ClearOne
Communications, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Utah
(State
or
Other Jurisdiction of Incorporation)
|
000-17219
|
87-0398877
|
|
|
(Commission
File Number)
|
(I.R.S.
employer
identification
number)
|
|
1825
Research Way, Salt Lake City, Utah
|
84119
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(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
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 communication pursuant to Rule 13e-4(c) under the Exchange
Act
(17
CFR 240.13e-4(c))
1
Item
2.02 Results of Operations and Financial Condition.
On
August
28, 2006, ClearOne Communications, Inc. (the “Company”) issued a press release
announcing its financial results for the fourth quarter and fiscal year ended
June 30, 2006. The full text of the Company’s press release is furnished
herewith as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No.
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Title
of Document
|
Location
|
|
99.1
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Press
Release dated August 28, 2006 captioned “ClearOne Reports Fiscal 2006
Fourth Quarter and Full-Year Financial Results.”
|
This
Filing
|
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.
|
CLEARONE
COMMUNICATIONS, INC.
|
||
|
Date:
August 28, 2006
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By:
|
/s/
Craig E. Peeples
|
|
Craig
E. Peeples
|
||
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Interim
Chief Financial Officer / Corporate Controller
|
||
2
Contacts:
ClearOne
Investor
Relations
(801)
303-3555
&
#160; Robert
Jaffe
&
#160; PondelWilkinson
Inc.
&
#160; (310)
279-5980
CLEARONE
REPORTS FISCAL 2006 FOURTH QUARTER AND FULL-YEAR
FINANCIAL
RESULTS
Salt
Lake City, UT - August 28, 2006 - ClearOne
Communications, Inc. (OTC: CLRO.OB) today reported financial results for
the
fiscal 2006 fourth quarter and year ended June 30, 2006.
For
fiscal 2006, revenue increased to $37.6 million from $31.6 million in fiscal
2005. Gross profit grew to $18.3 million from $16.7 million for the prior
year
period. Income from continuing operations was $166,000 versus $2.2 million
for
fiscal 2005. Net income in fiscal 2006 was $2.1 million, or $0.17 per diluted
share, which included income from discontinued operations of $1.9 million.
This
compares with net income for the prior year of $16.1 million, or $1.30 per
diluted share, which included income from discontinued operations of $13.9
million.
“During
the past year we launched a number of new products, expanded our distribution
channel and increased market share in the table top and professional
conferencing space,” said Zee Hakimoglu, president and chief executive officer
of ClearOne. “Together, these efforts helped fuel our top line growth of nearly
20 percent over the prior year. While our newer product lines generally have
a
lower gross margin than our professionally installed line of products, we
believe they add attractive growth opportunities, allowing us to enter and
further penetrate new segments of the audio conferencing market, and diversify
our product portfolio.”
For
the
fiscal 2006 fourth quarter, revenue increased to $9.7 million from $9.1 million
in the fiscal 2005 fourth quarter. Gross profit was $4.7 million compared
with
$5.1 million for the fourth quarter of fiscal 2005. Total operating expenses
were $5.7 million compared with $6.2 million in the same quarter of the prior
year. Loss from continuing operations was ($764,000) versus income from
continuing operations of $2.2 million in the fiscal 2005 fourth quarter.
Net
loss was ($512,000), or ($0.04) per diluted share, which included income
from
discontinued operations of $252,000. This compares with net income for the
prior
year fourth quarter of $2.3 million, or $0.19 per diluted share, which included
income from discontinued operations of $116,000.
1
At
June
30, 2006, the company had cash, cash equivalents, and marketable securities
of
$21.8 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.
#
#
#
FINANCIAL
TABLES FOLLOW
2
|
CLEARONE
COMMUNICATIONS, INC. AND SUBSIDIARIES
|
|||||||||||||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||||
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(in
thousands of dollars, except per share amount)
|
|||||||||||||
|
(unaudited)
|
|||||||||||||
|
Three
Months Ended
|
Years
Ended
|
||||||||||||
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June
30,
|
June
30,
|
||||||||||||
|
2006
|
2005
|
2006
|
2005
|
||||||||||
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Revenue
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$
|
9,730
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$
|
9,103
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$
|
37,632
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$
|
31,645
|
|||||
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Cost
of goods sold
|
5,071
|
4,026
|
19,284
|
14,951
|
|||||||||
|
Gross
profit
|
4,659
|
5,077
|
18,348
|
16,694
|
|||||||||
|
Operating
expenses:
|
|||||||||||||
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Marketing
and selling
|
2,324
|
2,492
|
7,866
|
9,070
|
|||||||||
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Research
and product development
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2,521
|
1,495
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8,299
|
5,305
|
|||||||||
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General
and administrative
|
820
|
1,379
|
5,108
|
5,489
|
|||||||||
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Settlement
in shareholders' class action
|
-
|
563
|
(1,205
|
)
|
(2,046
|
)
|
|||||||
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Other
operating expenses
|
-
|
290
|
-
|
290
|
|||||||||
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Total
operating expenses
|
5,665
|
6,219
|
20,068
|
18,108
|
|||||||||
|
Operating
loss
|
(1,006
|
)
|
(1,142
|
)
|
(1,720
|
)
|
(1,414
|
)
|
|||||
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Other
income (expense), net
|
422
|
125
|
1,016
|
318
|
|||||||||
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Loss
from continuing operations before income taxes
|
(584
|
)
|
(1,017
|
)
|
(704
|
)
|
(1,096
|
)
|
|||||
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Benefit
for income taxes
|
(180
|
)
|
3,219
|
870
|
3,248
|
||||||||
|
Income
(loss) from continuing operations
|
(764
|
)
|
2,202
|
166
|
2,152
|
||||||||
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Income
from discontinued operations
|
252
|
116
|
1,930
|
13,923
|
|||||||||
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Net
income (loss)
|
$
|
(512
|
)
|
$
|
2,318
|
$
|
2,096
|
$
|
16,075
|
||||
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Diluted
earnings (loss) per common share from continuing
operations
|
$
|
(0.06
|
)
|
$
|
0.18
|
$
|
0.01
|
$
|
0.17
|
||||
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Diluted
earnings per common share from discontinued operations
|
$
|
0.02
|
$
|
0.01
|
$
|
0.16
|
$
|
1.13
|
|||||
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Diluted
earnings (loss) per common share
|
$
|
(0.04
|
)
|
$
|
0.19
|
$
|
0.17
|
$
|
1.30
|
||||
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Diluted
weighted average shares outstanding
|
12,209,749
|
12,273,062
|
12,206,618
|
12,332,106
|
|||||||||
3
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CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
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(in
thousands of dollars, except per share amount)
|
|||||||
|
(unaudited)
|
|||||||
|
June
30,
|
|||||||
|
2006
|
2005
|
||||||
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ASSETS
|
|||||||
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Current
assets:
|
|||||||
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Cash
and cash equivalents
|
$
|
1,240
|
$
|
1,892
|
|||
|
Marketable
securities
|
20,550
|
15,800
|
|||||
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Accounts
receivable
|
7,784
|
6,859
|
|||||
|
Inventories
|
7,025
|
5,806
|
|||||
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Income
tax receivable
|
2,607
|
3,952
|
|||||
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Other
current assets
|
383
|
570
|
|||||
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Total
current assets
|
39,589
|
34,879
|
|||||
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Property
and equipment, net
|
1,647
|
2,805
|
|||||
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Intangibles,
net
|
154
|
322
|
|||||
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Other
assets
|
15
|
15
|
|||||
|
Total
assets
|
$
|
41,405
|
$
|
38,021
|
|||
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LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable
|
$
|
2,597
|
$
|
2,163
|
|||
|
Accrued
liabilities
|
2,397
|
5,622
|
|||||
|
Deferred
product revenue
|
5,871
|
5,055
|
|||||
|
Total
current liabilities
|
10,865
|
12,840
|
|||||
|
Deferred
income taxes, net
|
128
|
270
|
|||||
|
Total
liabilities
|
10,993
|
13,110
|
|||||
|
Shareholders'
equity:
|
|||||||
|
Total
shareholders' equity
|
30,412
|
24,911
|
|||||
|
Total
liabilities and shareholders' equity
|
$
|
41,405
|
$
|
38,021
|
|||
4