Exhibit 99.1 FOR IMMEDIATE RELEASE FEBRUARY 13, 2004 Castelle Reports Multi-Year Highs in Sales and Net Income for Fourth Quarter and Full Year 2003 New FaxPress Premier(TM) Network Fax Servers Expected to Contribute to Sales Growth in 2004 o Fourth quarter sales reach $2.64 million, highest since Q4 2000 o Company records a non-cash tax benefit of $526,000, or $0.12 per diluted share in fourth quarter o Excluding non-cash tax benefit, pro forma net income for fourth quarter increases approximately 17% from the year-ago quarter to $395,000, or $0.09 per diluted share o 2003 full year sales increase nearly 5% from 2002 to $10.21 million, highest since 2000 o Excluding non-cash tax benefit, pro forma net income for full year rises approximately 68% from prior year to $1.11 million, or $0.26 per diluted share o Balance sheet continues to strengthen with cash at $4.61 million, up from $3.46 million at end of 2002; Company remains virtually free of long term debt MORGAN HILL, CA -- February 13, 2004 - Castelle (Nasdaq: CSTL), a leading provider of fax solutions for Fortune 1000 companies and small to medium-sized businesses, today announced financial results for the fourth quarter and full year ended December 31, 2003. The Company reported that sales and net income, on both a quarterly and annual basis, rose to levels not seen since 2000 and 1996, respectively. For the fourth quarter of 2003 sales totaled $2.64 million, up approximately 2% from $2.59 million in the fourth quarter of 2002. This represents Castelle's highest quarterly sales since $3.24 million reported in the fourth quarter of 2000. On a sequential basis, fourth quarter 2003 sales were up 2.7% from $2.57 million in the third quarter. For the full year 2003, sales reached $10.21 million, up 4.6% from $9.76 million in 2002. Net income for the fourth quarter of 2003 was $921,000, or $0.21 per diluted share, as determined in accordance with Generally Accepted Accounting Principles (GAAP), representing an increase of approximately 173% from net income of $337,000, or $0.08 per diluted share in the same period of 2002. Fourth quarter net income included a non-cash tax benefit of $526,000, or $0.12 per diluted share. Excluding this non-cash benefit, pro forma net income for the fourth quarter of 2003 was $395,000, or $0.09 per diluted share. Net income for 2003 was $1.63 million, or $0.39 per diluted share on a GAAP basis, representing an increase of 148% over net income of $659,000, or $0.14 per diluted share in 2002. Excluding the non-cash tax benefit, pro forma net income for 2003 was $1.11 million, or $0.26 per diluted share, representing an increase of 68% over the net income of $659,000, or $0.14 per diluted share, in 2002. Scott McDonald, President and CEO of Castelle, said, "The past year was a period of transition for Castelle, marked by significant financial improvements as well as reinvestments in engineering and the subsequent introduction of FaxPress Premier network fax servers. Our fourth quarter and full year results for 2003 are a reflection of how the Company has managed the change while continuing to grow. Operational success can be seen in our net income and EPS, which have risen significantly faster than sales due to cost containment and an emphasis on profit margin." As of December 31, 2003, cash and cash equivalents increased to $4.61 million, up from $3.46 million at the end of 2002. Cash and cash equivalents at the end of 2003 totaled $1.35 per outstanding share. Castelle remains virtually free of long-term debt at the end of 2003. FaxPress Premier Expected to Contribute to Growth in 2004 Castelle expects the recently introduced FaxPress Premier network fax servers for the enterprise market to contribute to sales growth in 2004. The Company bases this expectation on the initial market acceptance of FaxPress Premier following product launches in the U.S. and Europe in the third and fourth quarters of 2003. FaxPress Premier is Castelle's most significant product introduction in recent years, taking the Company's fax solution to an entirely new level by addressing the needs of customers looking for enterprise-level capabilities. Its patent-pending technology builds on Castelle's existing FaxPress hardware and software features, offering advanced network capabilities such as integrated file storage, embedded email gateways and a secure web interface. FaxPress Premier doubles the number of fax channels available in Castelle's analog fax server line, and adds T-1 and ISDN support for customers in a digital environment. To learn more about FaxPress Premier, visit Castelle's web site at www.castelle.com/products/premier. Mr. McDonald said, "The initial response to FaxPress Premier, from new as well as existing customers, is evidence that our new enterprise-level fax server may become a catalyst for Castelle sales growth. At the same time, we anticipate our existing core products to maintain sufficient sales volume, which together with FaxPress Premier would lead to continued financial and operational success in 2004 and beyond." Use of Pro Forma Operating Results Since the non-cash tax benefit recorded by the Company in the fourth quarter, which is not considered indicative of Castelle's core operating results, Castellle will begin using certain non-GAAP measures to help clarify the overall understanding of Castelle's current operational performance, its prospects for the future and to provide a more consistent basis for comparison between quarters. Accordingly, pro forma net income and per diluted share for the fourth quarter and 2003 excluded the favorable impact of a $526,000, or $0.12 per diluted share, non-cash tax benefit resulting from the Company's release of a portion of its tax valuation allowance. Prior to the fourth quarter of 2003, Castelle had not reported significant income tax expenses because it had utilized available Net Operating Loss (NOL) and tax credit carryforwards in the determination of its GAAP operating results. For financial reporting purposes, these NOLs were fully reserved by a valuation allowance due to uncertainty surrounding the likelihood of their realization. Due to the Company's continued profitability over the past ten quarters and a determination that it is likely that certain future tax benefits will be realized as required by GAAP, a portion of the deferred tax assets were recognized in the fourth quarter of 2003. While the Company expects to provide for income taxes at an effective tax rate of 40% commencing in the first quarter of 2004, as of December 31, 2003, the Company had $12.9 million of NOLs available to offset future taxable income. Accordingly, the Company does not expect to utilize significant amounts of cash for income tax payments until these NOLs have been utilized. The reconciliation of the GAAP statement of operations amounts to the respective pro forma figures, for the three and twelve months ended December 31, 2003, is set forth at the end of this press release. About Castelle Castelle, a market leader in fax solutions for small to medium-sized workgroups, develops office automation systems that allow organizations to easily implement faxing and printing over local area networks and the Internet. Castelle's network fax servers, FaxPress and FaxPress Premier, provide a simple way to integrate fax with email, desktop and back-end applications. The Company also manufactures LANpress print servers, which enable users to locate printers anywhere on the network. Castelle products are designed to be easy to use and maintain, and provide an economical way for companies to share resources over the network. Castelle was founded in 1987 and is headquartered in Morgan Hill, California. Its products are available through a worldwide network of distributors, resellers, online retailers, and the Castelle Online Store. Visit Castelle online at www.castelle.com. If you would like to be added to Castelle's investor email list, please contact Karin Smith at ksmith@castelle.com. FaxPress Premier(TM) and FaxPress(TM) are trademarks; and LANPress(R) is a registered trademark of Castelle. Forward-Looking Statements This press release contains forward-looking statements including references to demand for Castelle products, sales growth and our ability to control costs, increase productivity and remain profitable. These statements are subject to risks and uncertainties, including but not limited to the impact on our results from fluctuations in demand for our products, introduction of new products by our competitors, the timely development, acceptance and pricing of new products, the effectiveness of our cost control and productivity improvement procedures and general economic conditions as they affect the Company's customers. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements as contained in our reports to the Securities and Exchange Commission, including our Forms 10-K and 10-Q. The Company assumes no obligation to update the forward-looking information. For more information: Scott McDonald President & Chief Executive Officer Tel. (408) 852-8000 Fax (408) 852-8100 Karin Smith Senior Marketing Manager Tel. (408) 852-8034 Fax (408) 852-8134 CASTELLE Condensed Consolidated Statements of Operations (in thousands, except percentages and per share data) Three months ended Twelve months ended 12/31/2003 12/31/2002 12/31/2003 12/31/2002 ------------------------------- ---------------------------- Net sales $ 2,637 $ 2,587 $10,214 $ 9,759 Cost of sales 660 655 2,485 2,836 Gross profit 1,977 1,932 7,729 6,923 Operating expenses: Research and development 379 309 1,590 1,383 Sales and marketing 790 674 3,131 3,016 General and administrative 439 614 1,902 1,943 estructuring charges - - R - (40) ------------------------------- ---------------------------- Total operating expenses 1,608 1,597 6,623 6,302 Income from operations 369 335 1,106 621 Other income/(expense), net 9 8 (10) 44 ------------------------------- ---------------------------- Income before income taxes 378 343 1,096 665 Provision (benefit) for income taxes (543) 6 (537) 6 ------------------------------- ---------------------------- Net income $ 921 $ 337 $ 1,633 $ 659 =============================== ============================ Net income per common share: Basic $ 0.27 $ 0.09 $ 0.50 $ 0.15 =============================== ============================ Diluted $ 0.21 $ 0.08 $ 0.39 $ 0.14 =============================== ============================ Shares used in per share calculation: Basic 3,370 3,913 3,254 4,539 =============================== ============================ Diluted 4,307 4,010 4,186 4,586 =============================== ============================ As a percentage of net sales: Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 25.0% 25.3% 24.3% 29.1% ------------------------------- ---------------------------- Gross profit 75.0% 74.7% 75.7% 70.9% Operating expenses: Research and development 14.4% 11.9% 15.6% 14.2% Sales and marketing 30.0% 26.1% 30.7% 30.9% General and administrative 16.6% 23.8% 18.6% 19.9% Restructuring charges - - - (0.5%) ------------------------------- ---------------------------- Total operating expenses 61.0% 61.8% 64.9% 64.5% Income from operations 14.0% 12.9% 10.8% 6.4% Other income/(expense), net 0.3% 0.3% (0.1%) 0.4% ------------------------------- ---------------------------- Income before income taxes 14.3% 13.2% 10.7% 6.8% Provision (benefit) for income taxes (20.6%) 0.2% (5.3%) - ------------------------------- ---------------------------- Net income 34.9% 13.0% 16.0% 6.8% =============================== ============================ CASTELLE Pro Forma Condensed Consolidated Statements of Operations Excluding Deferred tax asset valuation allowance reversal (in thousands, except per share data) Three months ended Twelve months ended 12/31/2003 12/31/2002 12/31/2003 12/31/2002 ------------------------------------------------------------------------ Net sales $ 2,637 $ 2,587 $10,214 $ 9,759 Cost of sales 660 655 2,485 2,836 Gross profit 1,977 1,932 7,729 6,923 Operating expenses: Research and development 379 309 1,590 1,383 Sales and marketing 790 674 3,131 3,016 General and administrative 439 614 1,902 1,943 Restructuring recovery - - - (40) Total operating expenses 1,608 1,597 6,623 6,302 Income from operations 369 335 1,106 621 Other income/(expenses), net 9 8 (10) 44 ------------------------------------------------------------------------ Income before income taxes 378 343 1,096 665 Provision (benefit) for income taxes (17) 6 (11) 6 ------------------------------------------------------------------------ Net income $ 395 $ 337 $ 1,107 $ 659 ======================================================================== Net income per common share: Basic $ 0.12 $ 0.09 $ 0.34 $ 0.15 ======================================================================== Diluted $ 0.09 $ 0.08 $ 0.26 $ 0.14 ======================================================================== Shares used in per share calculation: Basic 3,370 3,913 3,254 4,539 ======================================================================== Diluted 4,307 4,010 4,186 4,586 ======================================================================== CASTELLE GAAP To Pro Forma Reconciliation (in thousands, except per share data) Three months ended Twelve months ended December 31, 2003 December 31, 2002 -------------------------------------------------------------------------------- GAAP Excluded Pro forma GAAP Excluded Pro forma ---- -------- --------- ---- -------- --------- Net sales $ 2,637 - $2,637 $ 10,214 - $ 10,214 Cost of sales 660 - 660 2,485 - 2,485 Gross profit 1,977 - 1,977 7,729 - 7,729 Operating expenses: Research and development 379 - 379 1,590 - 1,590 Sales and marketing 790 - 790 3,131 - 3,131 General and administrative 439 - 439 1,902 - 1,902 Total operating expenses 1,608 - 1,608 6,623 - 6,623 Operating income 369 - 369 1,106 - 1,106 Other income/(expenses), net 9 - 9 (10) - (10) -------------------------------------------------------------------------------- Income before income taxes 378 - 378 1,096 - 1,096 Provision (benefit) for income taxes (543) 526 (17) (537) 526 (11) -------------------------------------------------------------------------------- Net income $ 921 ($526) $ 395 $ 1,633 ($526) $ 1,107 ================================================================================ Net income per common share: Basic $ 0.27 ($0.15) $ 0.12 $ 0.50 ($0.16) $ 0.34 ================================================================================ Diluted $ 0.21 ($0.12) $ 0.09 $ 0.39 ($0.13) $ 0.26 ================================================================================ Shares used in per share calculation: Basic 3,370 3,370 3,370 3,254 3,254 3,254 ================================================================================ Diluted 4,307 4,307 4,304 4,186 4,186 4,186 ================================================================================ CASTELLE Condensed Consolidated Balance Sheets (in thousands) December 31, 2003 December 31, 2002 ------------------------- ------------------------ Assets Current assets: Cash and cash equivalents $ 4,614 $ 3,460 Accounts receivable, net 873 444 Inventories 1,177 1,110 Prepaid and other assets 134 88 Deferred taxes 380 - ------------------------- ------------------------ Total current assets 7,178 5,102 Property, plant & equipment, net 376 425 Other assets, net 103 108 Deferred taxes 146 - ------------------------- ------------------------ Total assets $ 7,803 $ 5,635 ========================= ======================== Liabilities & shareholders' equity Current liabilities: Long-term debt, current portion $ 16 $ 21 Accounts payable 314 359 Accrued liabilities 2,668 2,288 ------------------------- ------------------------ Total current liabilities 2,998 2,668 Long-term debt, net of current portion 29 44 ------------------------- ------------------------ Total liabilities 3,027 2,712 Shareholders' equity 4,776 2,923 ------------------------- ------------------------ Total liabilities & shareholders' equity $7,803 $ 5,635 ========================= ========================