WGNR Wegener Corp (PK)

Wegener Corporation (PINKSHEETS: WGNR), a provider of products for television, audio and data distribution networks worldwide, today announced final operating results for the fourth quarter and fiscal 2012 ended August 31, 2012.

Final operating results for the fourth quarter of fiscal 2012 were revenues of approximately $1.5 million and a net loss of approximately $(433,000) or $(0.03) per share, compared to revenues of approximately $2.5 million and net earnings of approximately $33,000 or less than $0.01 per share for the same period in fiscal 2011. The final operating results for fiscal 2012 were revenues of approximately $7.2 million and a net loss of approximately $(2.8) million or $(0.21) per share, compared to revenues of approximately $9.1 million and a net loss of approximately $(1.5) million or $(0.11) per share for the same period in fiscal 2011.

Wegener Corporation's eighteen-month backlog was approximately $2.7 million at August 31, 2012, compared to $3.5 million at September 2, 2011. The total multi-year backlog at August 31, 2012, was approximately $3.2 million compared to $3.5 million at September 2, 2011. Bookings for the fourth quarter and fiscal 2012 were approximately $3.0 million and $5.8 million compared to approximately $1.0 million and $6.5 million for the same periods in fiscal 2011.

The Company previously announced on November 19, 2012 that the Company's Board of Directors had unanimously determined that termination of the Company's registration as a public company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), was in the Company's best interests. The Board reached its determination after a careful analysis of the benefits of public registration versus the significant on-going costs of registration, particularly for smaller registrants such as the Company. The Company filed a Certification and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission ("SEC") on Monday, November 19, 2012. The Company's duty to file any reports required under Section 13(a) of the Exchange Act with the SEC was suspended immediately upon that filing. Official termination of the Company's registration shall take effect 90 days after such filing, or such shorter period as the SEC may determine.

The Company's stock, symbol WGNR, continues to trade on the OTC Pink Sheets and the Company intends to make its unaudited annual and quarterly financial information publicly available through the OTC Disclosure & News Service as provided by the OTC Markets Group. This information will be accessible at the OTC Markets website: www.otcmarkets.com. The Company will continue issuing press releases and will have an annual meeting in 2013 and each year thereafter as required by the Delaware General Corporation Law. The date and time of the 2013 annual meeting will be announced in the future. The quarterly conference calls are being discontinued.

"While we were pleased with the increase in bookings in the fourth quarter of fiscal 2012 as compared to each of the previous six quarters, our bookings and revenue levels continue to fall short of projections. We will be reporting an operating loss for the first quarter of fiscal 2013, ended November 30, 2012," stated Troy Woodbury, President and CEO of Wegener Corporation.

"Our cash flow continues to be very tight even after significant reductions in our personnel levels; however, we are continuing to pursue all booking opportunities as we seek additional financing for the Company. We believe there are good domestic and international opportunities for Wegener products and services in the radio, broadcast television, business networks, and digital signage markets. Our goals are to focus on business opportunities and keep a tight control on expenses as we move forward."

ABOUT WEGENER

WEGENER® (Wegener Communications, Inc.), a wholly-owned subsidiary of Wegener Corporation (PINKSHEETS: WGNR), is an international provider of digital video and audio solutions for broadcast television, radio, telco, private and cable networks. With over 30 years experience in optimizing point-to-multipoint multimedia distribution over satellite, fiber, and IP networks, WEGENER offers a comprehensive product line that handles the scheduling, management and delivery of media rich content to multiple devices, including video screens, computers and audio devices. WEGENER focuses on long- and short-term strategies for bandwidth savings, dynamic advertising, live events and affiliate management.

WEGENER's product line includes: iPump® media servers for file-based and live broadcasts; COMPEL® Network Control and COMPEL® Conditional Access for dynamic command, monitoring and addressing of multi-site video, audio, and data networks; and the Unity® satellite media receivers for live radio and video broadcasts. Applications served include: digital signage, linear and file-based TV distribution, linear and file-based radio distribution, Nielsen rating information, broadcast news distribution, business music distribution, corporate communications, video and audio simulcasts.

WEGENER® can be reached at (770) 814-4000 or at www.wegener.com.

WEGENER, COMPEL, COMPEL CONTROL, iPUMP, MEDIAPLAN, UNITY, ASSURED FILE DELIVERY, PROSWITCH, VIDATA, the stylized W-design logo (for WEGENER®), and the stylized C-design logo (for Compel®) are all registered trademarks of WEGENER®. All Rights Reserved.

This news release may contain forward-looking statements within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995, and the Company intends that such forward-looking statements are subject to the safe harbors created thereby. Forward-looking statements may be identified by words such as "believes," "expects," "projects," "plans," "anticipates," and similar expressions, and include, for example, statements relating to expectations regarding future sales, income and cash flows. Forward-looking statements are based upon the Company's current expectations and assumptions, which are subject to a number of risks and uncertainties including, but not limited to: customer acceptance and effectiveness of recently introduced products, development of additional business for the Company's digital video and audio transmission product lines, effectiveness of the sales organization, the successful development and introduction of new products in the future, delays in the conversion by private and broadcast networks to next generation digital broadcast equipment, acceptance by various networks of standards for digital broadcasting, the Company's liquidity position and capital resources, general market conditions which may not improve during fiscal year 2013 and beyond, and success of the Company's research and development efforts aimed at developing new products. Discussion of these and other risks and uncertainties are provided in detail in the Company's periodic filings with the SEC, including the Company's most recent Annual Report on Form 10-K. Since these statements involve risks and uncertainties and are subject to change at any time, the Company's actual results could differ materially from expected results. Forward-looking statements speak only as of the date the statement was made. The Company does not undertake any obligation to update any forward-looking statements.

                     WEGENER CORPORATION AND SUBSIDIARY

                        CONSOLIDATED BALANCE SHEETS
                       (in $000's except share data)

                                                August 31,    September 2,
                                                   2012           2011
                                               (Unaudited)
--------------------------------------------- -------------  --------------
Assets

Current assets
  Cash                                        $         194  $          476
  Accounts receivable, net                            1,244           2,056
  Inventories, net                                    1,228           1,530
  Other                                                 225             268
--------------------------------------------- -------------  --------------

    Total current assets                              2,891           4,330

Property and equipment, net                           1,320           1,469
Capitalized software costs, net                         551           1,288
Other assets                                            152             197
--------------------------------------------- -------------  --------------

Total assets                                  $       4,914  $        7,284
============================================= =============  ==============

Liabilities and Capital Deficit

Current liabilities
  Line of credit-related party                $       4,250  $        4,250
  Accounts payable                                    2,075           1,813
  Accrued expenses                                    2,286           2,070
  Deferred revenue                                      367             401
  Customer deposits                                     205             237
--------------------------------------------- -------------  --------------

    Total current liabilities                         9,183           8,771
--------------------------------------------- -------------  --------------

Commitments and contingencies

Capital deficit

  Preferred stock, $20.00 par value; 250,000
   shares authorized; none issued and
   outstanding                                            -               -
  Common stock, $.01 par value; 100,000,000
   and 30,000,000 shares authorized;
   13,147,051 shares issued and outstanding             131             131
  Additional paid-in capital                         20,113          20,113
  Accumulated deficit                               (24,513)        (21,731)
--------------------------------------------- -------------  --------------

    Total capital deficit                            (4,269)         (1,487)
--------------------------------------------- -------------  --------------

Total liabilities and capital deficit         $       4,914  $        7,284
============================================= =============  ==============



                    WEGENER CORPORATION AND SUBSIDIARY

                        Summarized Operations Data
                   (in $000's except per share amounts)




                           Three Months Ended       Twelve Months Ended
                               (Unaudited)

                        August 31,  September 2,  August 31,  September 2,
                           2012         2011         2012         2011
                                                  (Unaudited)

Revenues, net           $    1,530  $      2,493 $     7,195  $      9,111
                        ----------  ------------ -----------  ------------


Operating (loss) income       (338)          122      (2,413)       (1,100)

Net (loss) earnings     $     (433) $         33 $    (2,782) $     (1,466)
                        ----------  ------------ -----------  ------------

Net (loss) earnings per
 share
  Basic and diluted     $    (0.03) $        - * $     (0.21) $      (0.11)
                        ----------  ------------ -----------  ------------

Shares used in per
 share calculation
  Basic and diluted         13,147        13,147      13,147        13,019
                        ----------  ------------ -----------  ------------


* Less than $ 0.01 per share

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INVESTOR RELATIONS CONTACT: Jim Traicoff CFO Wegener Corporation (770) 814-4000 FAX (770) 623-9648 Email Contact