UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2004
Commission File Number: 0-30628
ALVARION LTD.
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(Translation of registrant's name into English)
21A Habarzel Street, Tel Aviv 69710, Israel
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(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |X| Form 40-F |_|
ndicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No |X|
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-___________
The following are included in this report on Form 6-K:
Sequential
Exhibit Description Page Number
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1. Press release, dated February 5, 2004 3
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EXHIBIT 1
CONTACTS
ALVARION ALVARION
Dafna Gruber, CFO +760 - 517 -3187
1 972-3-645 6252 Carmen Deville, +760-517-3188
DAFNA.GRUBER@ALVARION.COM CARMEN.DEVILLE@ALVARION.COM
ALVARION REPORTS RESULTS FOR THE FOURTH QUARTER AND FULL YEAR 2003
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Record revenues plus net profit in Q4
TEL - AVIV, ISRAEL, FEBRUARY 5, 2004 - ALVARION LTD. (NASDAQ: ALVR), the global
leader in wireless broadband solutions, today announced financial results for
the fourth quarter and full year ended December 31, 2003.
RESULTS OF THE FOURTH QUARTER
Revenues for the fourth quarter of 2003 rose to a record $39.5 million, an
increase of 15% compared to $34.3 million in the third quarter of 2003, and up
77% from $22.3 million in the fourth quarter of 2002. Gross margin increased for
the 9th consecutive quarter, reaching 42.4% compared to 41.1% in the third
quarter of 2003 and 38.9% in the fourth quarter of 2002.
Growth in revenues and higher gross margins resulted in a net profit of $81,000,
or $0.00 per share on a fully diluted basis for the fourth quarter of 2003. Net
loss for the third quarter of 2003 was $(2.1) million, or $(0.04) loss per share
and net loss for the fourth quarter of 2002 was $(5.4) million, or $(0.1) per
share.
Results for all periods include expenses attributable to the amortization of
intangible assets, which totaled $706,000 in the fourth quarter of 2003,
$650,000 in the third quarter of 2003, and $600,000 in the fourth quarter of
2002. The results also include amortization of deferred stock compensation
totaling $91,000 in the fourth quarter of 2003, and $140,000 in both the third
quarter of 2003 and the fourth quarter of 2002.
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Excluding all aforementioned amortizations, the Company's non-GAAP net income
for the fourth quarter of 2003 was $878,000, or $0.02 per basic share and $0.01
per diluted share, compared to a non-GAAP net loss of $(1.3) million, or $(0.02)
per share for the third quarter of 2003. Non-GAAP net loss for the fourth
quarter of 2002 was $(3.5) million, or $(0.07) per share.
RESULTS OF THE YEAR
Revenues for the year ended December 31, 2003 were $127.2 million, an increase
of 43% compared with $88.8 million in 2002. Gross margin for 2003 increased to
41% compared to 38% in 2002. Net loss for 2003 was $(11.8) million, or $(0.23)
per share, compared with a net loss of $(20.7) million, or $(0.38) per share for
2002. The results for the second, third, and fourth quarters of 2003 include the
results of operations added following the acquisition of most of the assets and
liabilities of InnoWave ECI Wireless Systems Ltd. ("InnoWave") on April 1, 2003.
Amortization expenses totaled $3.1 million in 2003, and $3.0 million in 2002.
The results of 2003 also included a $2.2 million charge related to the InnoWave
acquisition, and the results of 2002 included one-time restructuring costs of
$1.1 million. Excluding these amounts, the Company's non-GAAP net loss for 2003
would have been $(6.5) million, or $(0.12) per share, compared to a non-GAAP net
loss of $(16.6) million, or $(0.31) per share for 2002.
COMMENTS OF MANAGEMENT
Zvi Slonimsky, CEO of Alvarion, commented, "We are proud of our professional and
dedicated team that achieved one of our most important goals - a profitable
quarter after a long difficult period for the industry .
Our revenues have been rising steadily, a testament to growth in global
broadband demand, increasing awareness of the BWA value proposition, and
Alvarion's leadership in the market. Our goal for 2004 is to increase revenues
over 40% from the $127 million reported in 2003, with further progress toward
our target financial model".
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"To further expand the market for our solutions, we are building on this strong
foundation, leading the development of WiMAX standards-based solutions. WiMAX
will enable interoperability and multi-vendor solutions with improved
price/performance characteristics that will allow BWA applications to answer the
growing demand for broadband everywhere."
Mr. Slonimsky concluded, "Some of the trends likely to support our continued
growth include the development of the vast Chinese and Indian markets, new rural
broadband initiatives throughout Europe, new telephony infrastructure
initiatives in Latin America and Africa, increasing broadband demand in Russia
and Central Europe, and greater penetration of broadband wireless solutions in
the US.
"With our leading brand name and market position, the broadest BWA product
portfolio, excellent partners, a decade of successful deployment experience and
excellent financial condition, Alvarion is well-positioned to take advantage of
these opportunities , lead the transition to standards-based solutions and help
accelerate the growth of BWA."
Q1 2004 GUIDANCE
The Company expects Q1 2004 revenues to range between $43 million and $45
million. At this revenues range, net earnings per share is expected to range
between 1 and 2 cents, while non-GAAP net earnings per share, which excludes
amortizations of intangible assets and deferred stock-based compensation, is
expected to range between 2 and 3 cents.
Alvarion's management will host a conference call today, February 5, 2004, at
9:00 a.m. Eastern Time to discuss the quarter's results. To participate in the
call, please dial one of the following numbers approximately five minutes prior
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to the scheduled start time: USA: 612-332-0523, International +1-612-332-0523.
The public is invited to listen to the live webcast of the conference call. For
details please visit Alvarion's website at www.alvarion.com. An archive of the
on-line broadcast will be available on the website. A replay of the call will be
available from 4 p.m. Eastern Time on February 5, 2004 through 11:59 p.m.
Eastern Time on February 12, 2004. To access the replay, please call USA: (320)
365-3844, International: +1-320-365-3844. To access the replay, users will need
to enter the following code: 716970
ABOUT ALVARION
Alvarion is dedicated to delivering seamless wireless broadband networking
infrastructure to carriers, ISPs and private network operators, in order to
leverage their broadband opportunities into sustainable profits. Alvarion offers
premier wireless broadband solutions for access in the last mile, backhauling
connection to the backbone and private network connectivity. Featuring the
industry's most extensive range of products and international support, Alvarion
is a pioneering leader of the converged wireless broadband network.
With over 1.5 million units deployed in 130 countries worldwide, Alvarion
provides secure rich-media networks for business or residential Internet access,
corporate VPNs, cellular base station feeding, community interconnection, public
safety connectivity and extended Hotspots.
Having recently acquired InnoWave's wideband access portfolio and expertise,
Alvarion provides a complete wireless solution that supports a wide range of
frequency bands, customer profiles and service types.
For more information, visit Alvarion's World Wide Web site at www.alvarion.com
This press release contains forward -looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on the current expectations or beliefs of
Alvarion's management and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the
forward -looking statements. The following factors, among others, could cause
actual results to differ materially from those described in the forward-looking
statements: inability to further identify, develop and achieve success for new
products, services and technologies; increased competition and its effect on
pricing, spending, third-party relationships and revenues; as well as the
inability to establish and maintain relationships with commerce, advertising,
marketing, and technology providers and other risks detailed from time to time
in filings with the Securities and Exchange Commission.
Information set forth in this press release pertaining to third parties has not
been independently verified by Alvarion and is based solely on publicly
available information or on information provided to Alvarion by such third
parties for inclusion in this press release. The web-sites appearing in this
press release are not and will not be included or incorporated by reference in
any filing made by Alvarion with the Securities and Exchange Commission which
this press release will be a part of.
Use of Non-GAAP Financial Information
To supplement its consolidated financial statements presented on a GAAP basis,
Alvarion uses non-GAAP measures of operating results, net income/loss and
income/loss per share, which are adjusted to exclude certain costs, expenses,
gains and losses that it believes are appropriate to enhance the overall
understanding of its financial performance. These adjustments to Alvarion's GAAP
results are made with the intent of providing both management and investors a
supplemental understanding of its underlying operational results and trends.
Adjusted non-GAAP results are among the primary indicators management uses as a
basis for planning and forecasting Alvarion's business. The presentation of this
additional information is not meant to be considered in isolation or as a
substitute for Alvarion's financial results prepared in accordance with
generally accepted accounting principles in the United States.
You may request Alvarion's future press releases or a complete Investor Kit by
contacting Carmen Deville, Investor Relations: carmen.deville@alvarion.com or
760-517-3188.
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(Tables to Follow)
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ALVARION LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, December 31,
2003 2002
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ASSETS
Cash, cash equivalents,short-term and
long-term investments $ 153,616 $ 162,663
Trade receivables 21,199 11,750
Other accounts receivable 4,499 4,872
Inventories 36,981 27,502
Severance pay fund 5,493 3,732
Long-term receivables 834 -
PROPERTY AND EQUIPMENT, NET 11,939 11,116
GOODWILL AND OTHER INTANGIBLE ASSETS 50,396 50,440
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TOTAL ASSETS $ 284,957 $ 272,075
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables $ 23,780 $ 15,847
Other accounts payable and accrued
expenses 27,959 17,595
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Total current liabilities 51,739 33,442
LONG TERM LIABILITIES 5,248 5,357
ACCRUED SEVERANCE PAY 7,768 5,446
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TOTAL LIABILITIES 64,755 44,245
SHAREHOLDERS' EQUITY 220,202 227,830
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TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 284,957 $ 272,075
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ALVARION LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
U.S. dollars in thousands (except per share data)
Three Three Three
Year Year Months Months Months
Ended Ended Ended Ended Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Sept. 30,
-------- -------- -------- -------- ---------
2003 2002 2003 2002 2003
-------- -------- -------- -------- ---------
Sales $ 127,208 $ 88,849 $ 39,496 $ 22,314 $ 34,291
Cost of sales 75,097 55,370 22,750 13,635 20,181
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Gross profit 52,111 33,479 16,746 8,679 14,110
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Operating expenses:
Research and
development,
net 23,505 24,077 6,089 5,386 6,132
Selling and
marketing 32,904 26,570 8,912 6,624 8,684
General and
administrative 6,323 6,018 1,740 1,479 1,729
Amortization of
intangible
assets 2,606 2,400 706 600 650
Amortization of
deferred stock
compensation 511 580 91 140 140
Acquisition
related
expenses 2,201 - - - -
Restructuring
costs - 1,102 - 1,102 -
-------- -------- ------- ------- ---------
Total
Operating
expenses 68,050 60,747 17,538 15,331 17,335
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Operating loss (15,939) (27,268) (792) (6,652) (3,225)
Financial
income, net 4,127 6,587 873 1,288 1,162
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Net Income
(loss ) $ (11,812) $ (20,681) $ 81 $ (5,364) $ (2,063)
-------- -------- ------- ------- ---------
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Basic earnings
(loss) per
share $ (0.23) $ (0.38) $ 0.00 $ (0.10) $ (0.04)
======== ======== ======= ======= =========
Weighted average
number of shares used in
computing basic
earnings (loss)
per share 52,127 53,941 53,219 52,521 52,254
======== ======== ======= ======= =========
Diluted earnings
(loss) per
share $ (0.23) $ (0.38) $ 0.00 $ (0.10) $ (0.04)
======== ======== ======= ======= =========
Weighted average number of shares
used in computing
diluted earnings
(loss) per share 52,127 53,941 62,252 52,521 52,254
======== ======== ======= ======= =========
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ALVARION LTD.
DISCLOSURE OF NON-US GAAP NET INCOME (LOSS)
U.S. dollars in thousands (except per share data)
Three Three Three
Year Year Months Months Months
Ended Ended Ended Ended Ended
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Sept. 30,
-------- -------- -------- -------- ---------
2003 2002 2003 2002 2003
-------- -------- -------- -------- ---------
Net Income (loss)
according to
US GAAP $ (11,812) $ (20,681) $ 81 $ (5,364) $ (2,063)
Amortization
of intangible
assets 2,606 2,400 706 600 650
Amortization
of deferred
stock compensation 511 580 91 140 140
Acquisition
related
expenses 2,201 - - - -
Restructuring
costs - 1,102 - 1,102 -
-------- -------- -------- -------- ---------
Net Income
(loss), excluding amortization
of intangible assets and
deferred stock compensation,
restructuring costs and
acquisition related
expenses $ (6,494) $ (16,599) $ 878 $ (3,522) $ (1,273)
======== ======== ======== ======== =========
Basic net earnings (loss)
per share, excluding amortization
of intangible assets and
deferred stock compensation,
restructuring costs and
acquisition related
expenses $ (0.12) $ (0.31) $ 0.02 $ (0.07) $ (0.02)
======== ======== ======== ======== =========
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Weighted average number of
shares used in computing basic
net earnings (loss) per
share 52,127 53,941 53,219 52,521 52,254
======== ======== ======== ======== =========
Diluted net earnings (loss)
per share, excluding amortization
of intangible assets and deferred
stock compensation, restructuring
costs and acquisition related
expenses $ (0.12) $ (0.31) $ 0.01 $ (0.07) $ (0.02)
======== ======== ======== ======== =========
Weighted average number of
shares used in computing
diluted net earnings (loss)
per share 52,127 53,941 62,252 52,521 52,254
======== ======== ======== ======== =========
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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, thereunto duly authorized.
ALVARION LTD.
Date: February 5, 2004 By: /s/ Dafna Gruber
-----------------------------------
Name: Dafna Gruber
Title: Chief Financial Officer
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