-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U8sT9RHS10zRv/b2rtrsR9iU47bphV2cQr3W0C20q0AeF+eGBj4fIVD80SjzLscD kn5b8oDMtrJWD3EFElSQqg== 0000950153-99-000237.txt : 19990309 0000950153-99-000237.hdr.sgml : 19990309 ACCESSION NUMBER: 0000950153-99-000237 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERPROBE CORP CENTRAL INDEX KEY: 0000725259 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 860312814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-11370 FILM NUMBER: 99559560 BUSINESS ADDRESS: STREET 1: 1150 NORTH FIESTA BLVD CITY: GILBERT STATE: AZ ZIP: 85233-2237 BUSINESS PHONE: 6029677885 MAIL ADDRESS: STREET 1: 600 S ROCKFORD DR CITY: TEMPE STATE: AZ ZIP: 85281 10-Q/A 1 10-Q/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NUMBER 2 (Mark One) /X/ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended September 30, 1998 or / / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ___________. Commission File Number 0-11370 CERPROBE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 86-0312814 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233 (Address of principal executive offices) (Zip Code)
(602) 333-1500 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of February 26, 1999, there were 7,657,726 shares of the registrant's Common Stock outstanding. 2 CERPROBE CORPORATION QUARTERLY REPORT ON FORM 10-Q/A FOR THE QUARTER ENDED SEPTEMBER 30, 1998 TABLE OF CONTENTS
Page ---- RESTATEMENT EXPLANATION....................................................................................... 3 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS AS RESTATED Condensed Consolidated Balance Sheets - September 30, 1998 and December 31, 1997..................................................... 4 Condensed Consolidated Statements of Operations - Three and Nine months Ended September 30, 1998 and 1997...................................... 5 Condensed Consolidated Statements of Cash Flows - Nine months Ended September 30, 1998 and 1997................................................ 6 Notes to Condensed Consolidated Financial Statements......................................... 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS RESTATED.............................................. 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS............................................................................ 20 ITEM 2. CHANGES IN SECURITIES........................................................................ 20 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K............................................................. 20 SIGNATURE ............................................................................................. 22
2 3 CERPROBE CORPORATION AND SUBSIDIARIES RESTATEMENT EXPLANATION The accompanying condensed consolidated financial statements as of September 30, 1998 and for the three and nine months ended September 30, 1998 have been restated to reflect a change in the amount of in-process research and development charge ("IPR&D") related to the September 30, 1998 acquisition of France-based SemiConducteur Services S.A. ("SCS"). The IPR&D adjustment was made in response to the recent initiative of the Securities and Exchange Commission regarding IPR&D charges. The Company recalculated the IPR&D charge attributable to the $3,250,000 acquisition of SCS which occurred in the third quarter of 1998. The previously reported $1,948,000 IPR&D charge has been reduced by $380,000 to a revised amount of $1,568,000 based on this recalculation. The adjustment, net of tax, has increased net income from continuing operations by $228,000, or $0.03 per diluted common share outstanding for the three and nine months ended September 30, 1998. A summary of the financial statement impact of this restatement, by line item, is included in Note 7. Also, all other footnotes have been revised to reflect the effect of this restatement, as applicable. 3 4 CERPROBE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, Assets 1998 1997 ------------ ------------ (unaudited and restated) Current assets: Cash and short-term investments $ 21,449,467 $ 29,716,188 Accounts receivable, net of allowance of $234,559 in 1998 and $215,179 in 1997 11,013,101 8,230,178 Inventories, net 5,516,599 4,969,804 Accrued interest receivable 120,457 202,939 Prepaid expenses 919,753 377,799 Income taxes receivable 313,091 471,046 Deferred tax asset 1,226,879 411,177 Net assets of discontinued operations 1,809,012 5,220,343 ------------ ------------ Total current assets 42,368,359 49,599,474 Property, plant and equipment, net 19,038,019 14,439,254 Intangibles, net 3,189,766 2,279,347 Other assets 853,625 957,175 Net assets of discontinued operations -- 832,653 ------------ ------------ Total assets $ 65,449,769 $ 68,107,903 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,447,596 $ 3,502,561 Accrued expenses 4,205,446 2,831,759 Current portion of notes payable 401,541 139,661 Current portion of capital leases 630,560 620,570 ------------ ------------ Total current liabilities 7,685,143 7,094,551 Notes payable, less current portion 736,196 138,985 Capital leases, less current portion 2,301,861 1,136,032 Deferred tax liability 574,001 377,701 Other liabilities 9,600 16,700 ------------ ------------ Total liabilities 11,306,801 8,763,969 ------------ ------------ Minority interest 191,227 132,437 Commitments and contingencies -- -- Stockholders' equity: Common stock, $.05 par value; authorized 25,000,000 shares; issued 8,127,728 shares at September 30, 1998 and 8,097,979 shares at December 31, 1997 406,464 404,899 Additional paid-in capital 55,213,526 55,136,307 Retained earnings 3,256,648 4,001,642 Foreign currency translation adjustment (348,840) (331,351) ------------ ------------ 58,527,798 59,211,497 Treasury stock, at cost, 412,992 shares at September 30, 1998 (4,576,057) -- ------------ ------------ Total stockholders' equity 53,951,741 59,211,497 ------------ ------------ Total liabilities and stockholders' equity $ 65,449,769 $ 68,107,903 ============ ============
See accompanying notes to condensed consolidated financial statements. 4 5 CERPROBE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited and restated)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------- --------------------------------- 1998 1997 1998 1997 ------------ ------------ ------------ ------------ Net sales $ 20,107,096 $ 17,562,150 $ 61,199,104 $ 49,134,074 Costs of goods sold 11,513,959 9,989,751 35,473,693 27,494,242 ------------ ------------ ------------ ------------ Gross profit 8,593,137 7,572,399 25,725,411 21,639,832 ------------ ------------ ------------ ------------ Expenses: Selling, general and administrative 4,714,758 3,968,620 14,370,299 11,787,189 Engineering and product development 955,978 250,803 2,301,671 545,121 Acquisition related expenses 1,568,000 -- 1,568,000 -- ------------ ------------ ------------ ------------ Total expenses 7,238,736 4,219,423 18,239,970 12,332,310 ------------ ------------ ------------ ------------ Operating income 1,354,401 3,352,976 7,485,441 9,307,522 ------------ ------------ ------------ ------------ Other income (expense): Interest income 328,161 9,697 1,063,877 75,125 Interest expense (59,546) (164,913) (182,133) (344,110) Other income 219,379 109,190 258,195 224,878 ------------ ------------ ------------ ------------ Total other income (expense) 487,994 (46,026) 1,139,939 (44,107) ------------ ------------ ------------ ------------ Income before income taxes and minority interest 1,842,395 3,306,950 8,625,380 9,263,415 Minority interest share of (income) loss (86,147) 67,394 (111,540) 96,379 ------------ ------------ ------------ ------------ Income before income taxes 1,756,248 3,374,344 8,513,840 9,359,794 Provision for income taxes (720,613) (1,442,284) (3,528,637) (3,816,184) ------------ ------------ ------------ ------------ Income from continuing operations 1,035,635 1,932,060 4,985,203 5,543,610 Discontinued operations: Income (loss) from operations of SVTR, Inc., net of taxes (785,097) 1,030,036 (1,922,457) (5,886,822) Loss on disposal of SVTR, Inc., net of taxes (3,807,740) -- (3,807,740) -- ------------ ------------ ------------ ------------ Income (loss) from discontinued operations (4,592,837) 1,030,036 (5,730,197) (5,886,822) ------------ ------------ ------------ ------------ Net income (loss) $ (3,557,202) $ 2,962,096 $ (744,994) $ (343,212) ============ ============ ============ ============ Net income (loss) per common share: Basic: From continuing operations before acquisition related expenses $ 0.25 $ 0.31 $ 0.74 $ 0.89 Acquisition related expenses (0.12) -- (0.12) -- ------------ ------------ ------------ ------------ From continuing operations 0.13 0.31 0.62 0.89 From discontinued operations (0.59) 0.16 (0.71) (0.95) ------------ ------------ ------------ ------------ Net income (loss) per common share $ (0.46) $ 0.47 $ (0.09) $ (0.06) ============ ============ ============ ============ Weighted average number of common shares outstanding 7,768,874 6,246,825 8,058,011 6,219,800 ============ ============ ============ ============ Diluted: From continuing operations before acquisition related expenses $ 0.25 $ 0.29 $ 0.74 $ 0.89 Acquisition related expenses (0.12) -- (0.12) -- ------------ ------------ ------------ ------------ From continuing operations 0.13 0.29 0.62 0.89 From discontinued operations (0.59) 0.16 (0.71) (0.95) ------------ ------------ ------------ ------------ Net income (loss) per common share $ (0.46) $ 0.45 $ (0.09) $ (0.06) ============ ============ ============ ============ Weighted average number of common and common equivalent shares outstanding 7,768,874 6,637,665 8,058,011 6,219,800 ============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements. 5 6 CERPROBE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and restated)
NINE MONTHS ENDED SEPTEMBER 30, -------------------------------- 1998 1997 ------------ ------------ Cash flows from operating activities: Net income from continuing operations $ 4,985,203 $ 5,543,611 Adjustments to reconcile net income from continuing operations to net cash provided by continuing operations: Depreciation and amortization 3,378,441 2,621,681 Acquisition related expenses 1,568,000 -- Loss on sale of equipment 435,996 1,396 Loss on disposal of discontinued operations, net of taxes 3,807,740 -- Tax benefit from exercise of nonqualified stock options 106,000 28,000 Deferred income taxes (619,402) (303,553) Provision for losses on accounts receivable 19,920 18,000 Provision for obsolete inventory 315,000 204,997 Income applicable to minority interest in consolidated subsidiaries 111,540 96,379 Changes in working capital of continuing operations, net of acquisitions: Accounts receivable (1,323,031) (2,738,299) Inventories (730,671) 2,640,183 Prepaid expenses and other assets (175,710) 228,378 Income taxes receivable 157,955 214,097 Accounts payable and accrued expenses (317,706) (300,740) Accrued income taxes (108,648) 2,118,521 Other liabilities (7,100) 20,140 ------------ ------------ Net cash provided by continuing operations 11,603,527 10,392,791 ------------ ------------ Net cash used in discontinued operations (5,293,953) (6,989,699) ------------ ------------ Net cash provided by operating activities 6,309,574 3,403,092 ------------ ------------ Cash flows from investing activities: Purchase of property, plant and equipment (7,128,764) (4,273,852) Investment in CRPB Investors, L.L.C 47,656 (607) Investment in Upsys-Cerprobe, L.L.C -- 19,333 Purchase of Upsys-Cerprobe, L.L.C (376,366) -- Purchase of Semiconducteur Services S.A., net of cash acquired (3,230,230) -- Supplemental acquisition costs for CompuRoute -- (80,102) Purchase of SVTR, net of cash acquired -- (2,590,697) Proceeds from sale of equipment -- 71,183 Payment of notes receivable -- 250,000 ------------ ------------ Net cash used in investing activities (10,687,704) (6,604,742) ------------ ------------ Cash flows from financing activities: Issuance of (payments on) notes payable and capital leases 960,063 (3,765,841) Net proceeds (expenses) from issuance of common stock (245,093) 30,710,000 Redemption of convertible preferred stock -- (5,250,000) Purchase of treasury stock (4,781,107) -- Net proceeds from employee stock purchase plan 238,164 -- Net proceeds from exercise of stock options 184,763 506,936 ------------ ------------ Net cash provided by (used in) financing activities (3,643,210) 22,201,095 ------------ ------------ Effect of exchange rates on cash and short-term investments (245,381) (138,965) ------------ ------------ Net increase (decrease) in cash and short-term investments (8,266,721) 18,860,480 Cash and short-term investments, beginning of period 29,716,188 5,564,557 ------------ ------------ Cash and short-term investments, end of period $ 21,449,467 $ 24,425,037 ============ ============
6 7 CERPROBE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited and restated)
NINE MONTHS ENDED SEPTEMBER 30, -------------------------------- 1998 1997 ------------ ------------ Supplemental schedule of non-cash financing activities from continuing operations: Equipment acquired under capital leases $ 620,509 $ 4,144 ----------- ----------- Cash-less exercise of warrants $ 33,114 $ -- ----------- ----------- Supplemental disclosures of cash flow information from continuing operations: Interest paid $ 182,133 $ 344,110 ----------- ----------- Income taxes paid $ 2,049,282 $ 1,917,596 ----------- ----------- Supplemental disclosures of non-cash investing activities: The Company acquired SVTR, Inc. for $4.5 million in the nine months ended September 30, 1997. The purchase price was allocated to the assets acquired and the liabilities assumed based on their fair values. The Company acquired Upsys-Cerprobe. L.L.C for $376,366 in the nine months ended September 30, 1998. The Company acquired Semiconducteur Services S.A. for approximately $3.3 million in the nine months ended September 30, 1998. The purchase price was allocated to the assets acquired and the liabilities assumed based on their fair values. A summary of the acquisitions is as follows: Purchase price $ 3,626,366 $ 4,546,825 Less cash acquired (19,770) (285,316) Common stock issued -- (1,670,812) ----------- ----------- Cash invested $ 3,606,596 $ 2,590,697 =========== ===========
See accompanying notes to condensed consolidated financial statements. 7 8 CERPROBE CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED AND RESTATED) (1) BASIS OF PREPARATION AND RESTATEMENT The accompanying condensed consolidated financial statements as of September 30, 1998, and for the three and nine months ended September 30, 1998 have been restated to reflect a change in the amount of in-process research and development charge ("IPR&D") related to the September 30 1998 acquisition of France-based SemiConducteur Services S.A. ("SCS"). The IPR&D adjustment was made in response to a recent initiative of the Securities and Exchange Commission regarding IPR&D charge attributable to the $3,250,000 acquisition of SCS in the third quarter of 1998. The previously reported $1,948,000 IPR&D charge has been reduced by $380,000 to a revised amount of $1,568,000. The adjustment, net of tax, has increased net income from continuing operations by $228,000, or $0.03 per diluted common share outstanding for the three and nine months ended September 30, 1998. The effect of this restatement on previously reported condensed consolidated financial statements as of and for the three and nine months ended September 30, 1998 is detailed in Note 7. The accompanying condensed consolidated financial statements as of September 30, 1998, and for the three and nine months ended September 30, 1998, and 1997, are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of financial position and operating results for the interim periods. The condensed consolidated balance sheet as of December 31, 1997, was derived from the audited consolidated financial statements at such date. Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying condensed consolidated financial statements and notes do not include all disclosures required by generally accepted accounting principles for complete financial statements. Accordingly, these statements should be read in conjunction with Cerprobe Corporation's (the "Company") annual financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. PRINCIPLES OF CONSOLIDATION The condensed consolidated financial statements include the accounts of Cerprobe Corporation and its subsidiaries: Cerprobe Europe Limited, Cerprobe Asia Holdings PTE LTD, CompuRoute, Inc.("CompuRoute"), SVTR, Inc. ("SVTR"), Upsys-Cerprobe, L.L.C., and Cobra Venture Management, Inc. Cerprobe Asia Holdings PTE LTD is a 60% (70% prior to August 18, 1997) owner of Cerprobe Asia PTE LTD; the balance is owned by Asian investors. Cerprobe Asia PTE LTD's wholly owned subsidiaries, Cerprobe Singapore PTE LTD and Cerprobe Taiwan Co. LTD, operate full service sales and manufacturing plants. All significant intercompany transactions have been eliminated in consolidation. 8 9 On May 30, 1997, the Company entered into a joint venture with Upsys Reseau Eurisys ("Upsys"), a French company owned by IBM and GAME COGEMA Group, a French testing and engineering company. The joint venture, called Upsys-Cerprobe, L.L.C., assembled and repaired Upsys's vertical probe card that had been distributed by Cerprobe throughout the United States and Asia. Cerprobe owned 55% of the joint venture and Upsys owned 45%. Accordingly, the condensed consolidated financial statements include the activities of Upsys-Cerprobe, L.L.C. since the date of inception of the joint venture. On June 25, 1998, the Company terminated its distribution agreement with Upsys, and in connection therewith, Upsys's 45% interest in Upsys-Cerprobe, L.L.C. was purchased. (See Note 5) On September 30, 1998, the Company acquired France-based SemiConducteur Services S.A. or ("SCS") for $3.0 million in cash plus $250,000 in acquisition related expenses. SCS designs and manufactures probe cards at its manufacturing plant near Marseilles. Accordingly, the condensed consolidated balance sheet at September 30, 1998 includes the assets purchased and the liabilities assumed of SCS. In the third quarter of 1998, the Company discontinued operations of SVTR, a wafer prober refurbishing and upgrading subsidiary. As a result, the Company plans to dispose of SVTR's assets by the end of 1998. SVTR has been accounted for as a discontinued operation and, accordingly, its results of operations and financial position are segregated for all periods presented in the accompanying financial statements. (2) COMMITMENTS AND CONTINGENCIES LEGAL CLAIM On October 20, 1998, the Company filed an action against the former President, Director and shareholders of Silicon Valley Test & Repair, Inc., which was acquired by the Company by way of a merger into its wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit seeks rescission of the merger transaction and/or money damages arising from failure of the defendants to disclose material facts regarding the origins of certain software necessary for SVTR, Inc.'s business. While the Company intends to vigorously prosecute this action, it is impossible to predict the outcome of this or any litigation. Regardless of the outcome, it is not anticipated that this suit will have a material adverse impact on the Company's financial condition or results of operations. The Company is involved in other legal actions arising in the ordinary course of business. In the opinion of management, the disposition of these actions would not have a material adverse effect on the Company. (3) COMPREHENSIVE INCOME The Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130), effective January 1, 1998. SFAS 130 establishes standards for the reporting and presentation of comprehensive income and its components in financial statements. Comprehensive income encompasses net income and "other comprehensive income," which includes all other non-owner transactions and events which change stockholders' equity. The Company recognized a comprehensive loss of $734,501 and $426,590 for the nine months ended September 30, 1998 and 1997 as follows: 9 10
Nine months ended September 30, ------------------------------- 1998 1997 --------- --------- Net loss $(744,994) $(343,212) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 17,489 (138,963) Tax (expense) benefit from foreign currency Translation (6,996) 55,585 --------- --------- Net other comprehensive income (loss) 10,493 (83,378) --------- --------- Comprehensive loss $(734,501) $(426,590) ========= =========
(4) TREASURY STOCK In the third quarter of 1998, the Company purchased on the open market 407,900 shares of its Common Stock at an average purchase price of $11.02 per share. The Company currently holds 412,992 shares in treasury. (5) UPSYS-CERPROBE L.L.C. On June 25, 1998, the Company purchased Upsys's 45% interest in Upsys-Cerprobe L.L.C. The acquisition resulted in $376,366 of Goodwill, which will be amortized on a straight-line basis over eight years. (6) DISCONTINUED OPERATIONS In the third quarter of 1998, the Company discontinued operations of SVTR, a wafer prober refurbishing and upgrading subsidiary. The discontinuance resulted from questions regarding the origins of certain software necessary for SVTR's business. As a result, the Company plans disposition of the operations by sale or closure by the end of 1998. SVTR has been accounted for as a discontinued operation and accordingly, its results of operation and financial position are segregated for all periods presented in the accompanying consolidated financial statements. Net sales, related losses and income taxes associated with the discontinued operations are as follows:
Three Months Ended Nine Months Ended September 30, September 30, ----------------------------- ------------------------------ 1998 1997 1998 1997 ----------- ---------- ----------- ----------- Net sales $ 740,682 $2,324,297 $ 3,070,479 $ 5,335,294 Discontinued operations: Income (loss) from operations $(1,308,495) $ 836,564 $(3,204,095) $(6,963,894) Income tax benefit 523,398 193,472 1,281,638 1,077,072 ----------- ---------- ----------- ----------- Income (loss) from Operations, net $ (785,097) $1,030,036 $(1,922,457) $(5,886,822) =========== ========== =========== ===========
10 11 Loss on disposal $(6,346,233) -- $(6,346,233) -- Income tax benefit 2,538,493 -- 2,538,493 -- ----------- -------- ----------- -------- Loss on disposal, Net $(3,807,740) $ -- $(3,807,740) $ -- =========== ======== =========== ========
The effective income tax benefit (expense) from discontinued operations is approximately the same as the Company's effective tax rate. The Company recorded a pretax charge of $4,597,034 to write down inventory, equipment, and intangibles to estimated net realizable value and to record additional liabilities in the shut down period. A charge of $1,749,199 was also recorded to reflect the estimated phase out costs and losses from operations associated with SVTR. The tax benefit associated with these charges was $2,538,493. The net assets of the discontinued operations have been reclassified in the accompanying consolidated balance sheet as follows:
September 30, ------------------------------ 1998 1997 ----------- ----------- Current assets $ 4,693,906 $ 6,527,594 Property, plant and equipment, net 64,160 702,648 Intangibles, net -- 116,954 Other assets 47,315 52,741 Current liabilities (2,971,721) (1,307,251) Long term debt (24,648) (39,690) ----------- ----------- $ 1,809,012 $ 6,052,996 =========== ===========
(7) ACQUISITION On September 30, 1998, the Company acquired France-based SemiConducteur Services S.A. for $3.0 million in cash and approximately $250,000 in acquisition related expenses. At that time the Company included a one-time charge in its third quarter results of $1,948,000 for in-process research and development. Subsequent to the issuance of the Company's September 30, 1998 condensed consolidated financial statements, the Company's management revised its original estimate of in-process research and development in response to a recent initiative of the Securities and Exchange Commission. As a result, the Company's financial statements for the three and nine months ended September 30, 1998 have been restated to reflect this change. This resulted in a reduction in the amount of in-process research and development of $380,000, to bring the year-to-date charge to $1,568,000. The intangible assets, goodwill and workforce, were increased by $282,000 and $98,000, respectively and will be amortized over 10 and 4 years, respectively. The tax impact of the transaction was $152,000 and the provision for taxes and deferred tax liability have been adjusted accordingly. The change had no impact on net cash flows provided by operations. The effect of the restatement on the accompanying financial statements is as follows. 11 12
Three Months Ended Nine Months Ended September 30, 1998 September 30, 1998 As Reported Restated As Reported Restated ----------- ------------------- ----------- ------------------ Statement of Operations: Acquisition related expenses $ 1,948,000 $ 1,568,000 $ 1,948,000 $ 1,568,000 Operating income 974,401 1,354,401 7,105,441 7,485,441 Provision for income taxes (568,613) (720,613) (3,376,637) (3,528,637) Income from continuing operations 807,635 1,035,635 4,757,203 4,985,203 Net income (loss) (3,785,202) (3,557,202) (972,994) (744,994) Net income (loss) per common share: Basic and diluted Acquisition related expenses $ (0.15) $ (0.12) $ (0.15) $ (0.12) From continuing operations $ 0.10 $ 0.13 $ 0.59 $ 0.62 Net income (loss) per common share $ (0.49) $ (0.46) $ (0.12) $ (0.09)
September 30, 1998 As Reported Restated ----------- ------------------ Balance Sheet: Intangibles, net $ 2,809,766 $ 3,189,766 Total assets 65,069,769 65,449,769 Deferred tax liability 422,001 574,001 Total liabilities 11,154,801 11,306,801 Retained earnings 3,028,648 3,256,648 Total stockholders' equity 53,723,741 53,951,741 Total liabilities and stockholders' equity 65,069,769 65,449,769
(8) SUBSEQUENT EVENTS CAPITAL LEASES In October 1998, the Company financed an additional $505,575 of manufacturing equipment with BancOne Leasing Corporation. The lease accrues interest at 6.33% annually with monthly payments for 60 months of principal and interest of $9,853. SHAREHOLDER RIGHTS PLAN On October 8, 1998, each shareholder of record received one Preferred Share Purchase Right on each outstanding share of Common Stock owned. Each right entitled shareholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of the Company at an exercise price of $110. The Rights will be exercisable if a person or group hereafter acquires 15% or more of the Common Stock of the Company or announces a tender 12 13 offer for 15% or more of the Common Stock. Should this occur, the Right will entitle its holder to purchase, at the Right's exercise price, a number of shares of Common Stock having a market value at the time of twice the Right's exercise price. Rights held by the 15% holder will become void and will not be exercisable to purchase shares at the bargain purchase price. If the Company is acquired in a merger or other business combination transaction after a person acquires 15% or more of the Company's Common Stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price. LICENSE AGREEMENT In November 1998 the Company signed a 10-year agreement with Feinmetall GmbH, a German contact technology company. The agreement gives Cerprobe exclusive license to manufacture, distribute, and repair vertical integrated probe (ViProbe(R)) products worldwide, except Europe. 13 14 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (RESTATED) The following discussion and analysis should be read in conjunction with the Selected Consolidated Financial Data and the Consolidated Financial Statements and related Notes thereto of the Company appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. RESTATEMENT Subsequent to the issuance of the Company's September 30, 1998 condensed consolidated financial statements, the Company's management revised its original estimate of in-process research and development in response to a recent initiative of the Securities and Exchange Commission. As discussed in the notes to the financial statements, the Company restated its September 30, 1998 financial statements to reduce the amount of in-process research and development charge by $380,000 resulting from the acquisition of SemiConducteur Services S.A. on September 30, 1998. The adjustment, net of tax, has increased net income from continuing operations by $228,000, or $0.03 per diluted common share outstanding for the three and nine months ended September 30, 1998. Therefore, the financial information contained herein has been restated to incorporate all relevant information. OVERVIEW Cerprobe offers comprehensive solutions for semiconductor test integration and is a leading manufacturer of probe cards, ATE interface assemblies, and ATE test boards. The Company's products and services enable semiconductor manufacturers to test integrated circuits ("ICs") in wafer form and as packaged ICs. The Company has grown substantially over the last five years as the Company has increased its market share and has benefited from the substantial growth in the worldwide demand for ICs. Net sales from continuing operations have increased from $11.2 million for 1993 to $69.0 million for 1997. Similarly, the Company's income from continuing operations has increased from $1.5 million for 1993 to $7.7 million for 1997 (before a one-time acquisition related expenses charge). Until 1995, substantially all of the Company's growth was from the existing probe card product line. Beginning with the April 1995 acquisition of Fresh Test Technology Corporation ("Fresh Test"), acquisitions have contributed to the Company's growth. Fresh Test expanded the Company's product line to include ATE interface assemblies. The Company acquired CompuRoute in December 1996, which enabled the Company to offer ATE test boards. The Company acquired SVTR in January 1997, which added wafer prober remanufacturing and upgrading services. Net sales from these acquired products and services together approximated $28 million, $7 million, and $4 million in 1997, 1996, and 1995, respectively. In the third quarter of 1998, the Company discontinued operations of SVTR. As a result, the Company plans disposition of the operation by sale or closure by the end of 1998. SVTR has been accounted for as a discontinued operation and, accordingly, its results of operation and financial position are segregated for all periods presented. In September 1998, the Company acquired France-based SemiConducteur Services S.A. for $3.0 million in cash plus $250,000 in acquisition related expenses. SCS Europe designs and manufactures 14 15 probe cards at its manufacturing plant near Marsielle. Accordingly, the condensed consolidated balance sheet at September 30, 1998 includes the assets purchased and the liabilities assumed of SCS. The Company believes that it is positioned to continue its long term growth as a result of its strength in designing, producing, and delivering, on a timely and cost-efficient basis, a broad range of custom or customized, high quality test products and services for semiconductor manufacturers in the United States, Europe, and Asia. Beginning in the second quarter of 1998, however, the worldwide demand for ICs fell dramatically due to excess inventory of older IC designs, and slower transition to new IC designs resulting generally from softening worldwide demand for end user products, especially personal computers. Current Asian economic instability exacerbated the semiconductor industry downturn. The Company's financial performance was negatively impacted by these industry conditions. Net sales fell from $23.0 million, restated for discontinued operation of SVTR, Inc, for the first quarter of 1998 to $20.1 million for the third quarter of 1998, or a decline of 12.6%. For the same periods, net income from continuing operations was $2.7 million compared to $2.0 million, prior to acquisition related expenses. The Company is cautious about sales and net income for the balance of 1998 due to the continued uncertainty in the industry. The Company maintains regional full service facilities in Arizona, California, and Texas as well as sales offices in Colorado, Florida, Massachusetts, and Oregon to service the U.S. market for its products and services. The Company continues to expand into international markets, and maintains full service facilities in Scotland and France to serve the European market and full service facilities in Singapore and Taiwan to serve the Southeast Asia market. Each of the Company's facilities is located in proximity to semiconductor manufacturing centers. RESULTS OF OPERATIONS Three Months Ended September 30, 1998 Compared to Three Months Ended September 30, 1997. Net Sales. Net sales for the three months ended September 30, 1998 were $20.1 million, an increase of 14.2% over net sales of $17.6 million for the three months ended September 30, 1997. Gross Profit. Gross profit for the three months ended September 30, 1998 was $8.6 million, an increase of 13.2% from the gross profit of $7.6 million for the same period in 1997. Gross margin decreased to 42.8% for the three months ended September 30, 1998, from 43.2% for the same period of 1997. The decrease in gross margin was primarily a result of the Company's production infrastructure capable of higher production run rates, resulting in over capacity and under-absorption of overhead. Selling, General and Administrative. Selling, general and administrative expenses were $4.7 million, or 23.4% of net sales, for the three months ended September 30, 1998 as compared to $4.0 million, or 22.7% of net sales, for the same period of 1997, an increase of $0.7 million. Engineering and Product Development. Engineering and product development expenses were $955,978 for the three months ended September 30, 1998, an increase of 281.2% over $250,803 for the same period of 1997. The Company has added substantial resources to its product development team to address emerging and next generation probing requirements for gird array, multi-chip testing, very high frequency ICs, and those that have pad pitch architectures of less than 60 mirons. Interest Income. Interest income was $328,161 for the three months ended September 30, 1998 as compared to $9,697 for the same period in 1997. The increase was due to the investment of the net proceeds of the Company's 1997 Common Stock offering. 15 16 Interest Expense. Interest expense was $59,546 for the three months ended September 30, 1998 as compared to $164,913 for the same period in 1997, a decrease of $105,367. A portion of the net proceeds from the Company's 1997 Common Stock offering was used to repay the Company's short-term debt. Minority Interest Share of (Income) Loss. The minority interest share of income from operations of $86,147 for the three months ended September 30, 1998 represents the Company's joint venture partners' share (40.0%) of the income from Cerprobe Asia PTE LTD. For the three months ended September 30, 1997, the minority interest share of loss from operations of $67,394 represents the Company's joint venture partner's share (40.0%, 30.0% prior to August 18, 1997) of income from Cerprobe Asia PTE LTD and the Company's joint venture partner's share (45.0%) of the loss from Upsys-Cerprobe, L.L.C. Provision for Income Taxes. The provision for income taxes was $720,613, which represents an effective tax rate of 41.0% for the three months ended September 30, 1998, compared to the provision for income taxes for the three months ended September 30, 1997 of $1.4 million, which represented an effective tax rate of 41.2%. Discontinued operations. For the three months ended September 30, 1998, the Company has recorded approximately $4.6 million in loss from operations and loss from disposal of its wafer prober refurbishing and upgrading subsidiary, SVTR, Inc. The Company plans disposition of the operations by sale or closure by the end of 1998. Net Income. Net loss for the three months ended September 30, 1998 was $3.6 million, an increased loss of $6.6 million, or 220%, from net income of $3.0 million for the same period of 1997. Prior to acquisition costs and discontinued operations, net income for the three months ended September 30, 1998 was $2.0 million as compared to $1.9 million for the same period of 1997. Nine months Ended September 30, 1998 Compared to Nine months Ended September 30, 1997. Net Sales. Net sales for the nine months ended September 30, 1998 were $61.2 million, an increase of 24.6% over net sales of $49.1 million for the nine months ended September 30, 1997. The majority of this increase occurred in the first quarter of 1998 as a result of higher order rates for Cerprobe's probe card and interface products. However, in the second and third quarters of 1998, slower sales have resulted from the softness in the worldwide demand for semiconductors. Gross Profit. Gross profit for the nine months ended September 30, 1998 was $25.7 million, an increase of 19.0% from the gross profit of $21.6 million for the same period in 1997. Gross margin decreased to 42.0% for the nine months ended September 30, 1998, from 44.0% for the same period of 1997. The decrease in gross margin primarily resulted from second and third quarter lower sales due to the softness in the worldwide demand for semiconductors. The Company's production infrastructure was capable of higher production run rates thereby resulting in over capacity. Selling, General and Administrative. Selling, general and administrative expenses were $14.4 million, or 23.5% of net sales, for the nine months ended September 30, 1998 as compared to $11.8 million, or 24.0% of net sales, for the same period of 1997, an increase of $2.6 million. The increase in selling, general and administrative expenses resulted primarily from domestic expansion occurring in the later part of 1997 and first quarter of 1998. Engineering and Product Development. Engineering and product development expenses were $2.3 million for the nine months ended September 30, 1998, an increase of 360.0% over $545,000 for the 16 17 same period of 1997. The Company has added substantial resources to its product development team to address emerging and next generation probing requirements for gird array, multi-chip testing, very high frequency ICs, and those that have pad pitch architectures of less than 60 mirons. Additionally, during the nine months ended September 30, 1997, expenses were offset by increased project funding receipts from collaborations on engineering and product development with certain customers. Interest Income. Interest income was $1.1 million for the nine months ended September 30, 1998 as compared to $75,125 for the same period in 1997. The increase was due to the investment of the net proceeds of the Company's 1997 secondary offering. Interest Expense. Interest expense was $182,133 for the nine months ended September 30, 1998 as compared to $344,110 for the same period in 1997, a decrease of 47.1%. A portion of the net proceeds from the Company's 1997 secondary offering was used to repay the Company's short-term debt. Minority Interest Share of (Income) Loss. The minority interest share of income from operations of $111,540 for the nine months ended September 30, 1998 represents the Company's joint venture partners' share (40.0%) of the income from Cerprobe Asia PTE LTD and the Company's joint venture partner's share (45.0%) of the loss from Upsys-Cerprobe, L.L.C. For the nine months ended September 30, 1997, the minority interest share of loss from operations of $96,379 represents the Company's joint venture partner's share (40.0%, 30.0% prior to August 18, 1997) of income from Cerprobe Asia PTE LTD and the Company's joint venture partner's share (45.0%) of the loss from Upsys-Cerprobe, L.L.C. Provision for Income Taxes. The provision for income taxes was $3.5 million, which represents an effective tax rate of 41.4% for the nine months ended September 30, 1998, compared to the provision for income taxes for the nine months ended September 30, 1997 of $3.8 million, which represented an effective tax rate of 40.4%. Discontinued operations. For the nine months ended September 30, 1998, the Company has recorded approximately $4.6 million in loss from operations and loss from disposal of its wafer prober refurbishing and upgrading subsidiary, SVTR, Inc. The Company plans disposition of the operations by sale or closure by the end of 1998. Net Income. Net loss for the nine months ended September 30, 1998 was $744,994, an increased loss of $401,782, or 117%, from net loss of $343,212 for the same period of 1997. Prior to acquisition costs and discontinued operations, net income for the nine months ended September 30, 1998 was $5.9 million as compared to $5.5 million for the same period of 1997. LIQUIDITY AND CAPITAL RESOURCES Cerprobe has financed its operations and capital requirements primarily through cash flow from operations, equipment lease financing arrangements, and sales of equity securities. At September 30, 1998, cash and short-term investments were $21.4 million compared to $29.7 million at December 31, 1997. Cerprobe generated approximately $6.3 million in cash flow from operating activities for the nine months ended September 30, 1998. Net accounts receivable increased by $2.8 million, or 34.1%, to $11.0 million at September 30, 1998. Approximately $1.5 million was due to the acquisition of SCS. Net inventories increased $546,795, or 11.0%, over December 31, 1997 to $5.5 million at September 30, 1998. Approximately $131,000 was due to the acquisition of SCS. 17 18 Accounts payable and accrued expenses increased $383,722, or 6.1%, to $6.7 million at September 30, 1998. The increase resulted from the acquisition of SCS. The current portions of notes payable and capital leases increased to $1.0 million at September 30, 1998, from $760,231 at December 31, 1997, primarily as a result of financing capital equipment purchases. Working capital decreased $7.8 million, or 18.4%, to $34.7 million at September 30, 1998 from December 31, 1997. The current ratio decreased from 7.0 at December 31, 1997 to 5.5 at September 30, 1998. This decrease was due to the reduction of cash from the acquisition of SCS and the stock repurchase program. Cerprobe increased its net investment in property, plant, and equipment during the nine months ended September 30, 1998 by $4.6 million, or 31.9%, to $19.0 million. This increase was attributable to the Company's first quarter efforts to expand capacity to meet customer demand for its products and the acquisition of SCS. These capital expenditures were funded from cash flow from operations and capital leases. On August 5, 1998, the Company announced a stock repurchase program whereby up to 500,000 shares, or approximately 6%, of the Company's Common Stock may be purchased from time to time in the open market. The Company intends to utilize a portion of the reacquired shares for reissuance in connection with its Employee Stock Purchase Plan as well as to reduce dilution from the Company's existing stock option plans. As of September 30, 1998 the Company had purchased 412,992 shares at an approximate cost of $4.6 million. On September 30, 1998, the Company acquired France-based SemiConducteur Services S.A. for $3.0 million in cash and approximately $250,000 in acquisition related expenses. SCS designs and manufactures probe cards at its manufacturing plant near Marseilles. On October 22, 1998, the Company financed an additional $505,575 of manufacturing equipment with BancOne Leasing Corporation. The lease accrues interest at 6.33% annually with monthly payments for 60 months of principal and interest of $9,853.10. Cerprobe believes that its working capital, together with its credit facilities, and anticipated cash flow from operations, will provide adequate sources to fund operations for at least the next 12 months. Cerprobe anticipates that any additional cash requirements for operations or capital expenditures will be financed by borrowing from Cerprobe's primary lender, by lease financing arrangements, or by sales of equity securities. There can be no assurance that any such financing will be available on acceptable terms and that any additional equity financing, if available, would not result in additional dilution to existing investors. YEAR 2000 ISSUE The Company is in the process of performing a comprehensive review of its Year 2000 issues and has completed its review of internal systems (information technology ("IT") and non-IT). The majority of the Company's application software programs are currently being replaced with Oracle applications which are Year 2000 compliant. The Oracle project budget, including software, hardware, and implementation is expected to be approximately $3.0 million. The Company estimates the status of progress on these internal systems as of September 30, 1998 was as follows: 18 19 IT Systems 50% Non-IT Systems 50%
The Company presently believes that with modifications and updates to existing software and the implementation of the Oracle applications, the Year 2000 problem will not pose significant operational problems for the Company's internal systems. The Company also believes that remediation costs to become Year 2000 compliant, excluding the costs associated with the replacement Oracle applications, are not material. The Company is also continuing to verify the Year 2000 readiness of third parties (vendors and customers) with whom the Company has material relationships. The Company is not able to determine the effect on the Company's results of operations, liquidity, and financial condition in the event the Company's material vendors and customers are not Year 2000 compliant. The Company will continue to monitor the progress of its material vendors and customers and formulate a contingency plan at that point in time when the Company believes a material vendor or customer will not be compliant. BUSINESS OUTLOOK The Company's business depends substantially on both the volume of IC production by semiconductor manufacturers as well as new IC designs, which in turn depend on the demand of ICs and products utilizing ICs. The semiconductor industry is highly cyclical and historically has experienced periods of oversupply, resulting in reduced demand for IC testing products, including the products manufactured by the Company. Based on lower production rates among many of the Company's customers, the Company is very cautious about net sales for the remainder of 1998. In response to those lower sales, the Company analyzed its current cost structure and in early July undertook a restructuring to bring its production and overhead costs in line with the anticipated industry demand for its products in the second half of this year. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Statements in this section regarding the Company's prospects for growth and adequacy of sources of capital are forward-looking statements. Words such as "believes," "expects," "anticipates," "intends," "may," "estimates," "should," "will likely," and similar expressions are intended to identify such forward-looking statements. Actual results, however, could differ materially from those anticipated for a number of reasons, including product demand and development, technological advances, impact of competitive products and pricing, growth in targeted markets and other factors identified under "Special Considerations" of the Company's 1997 Form 10-K which has been filed with the Securities and Exchange Commission. Additional risk factors are identified from time to time in the Company's 1998 financial press releases. The cautionary statements made in this Report should be read as being applicable to all related forward-looking statements wherever they appear in this Report. 19 20 PART II - OTHER INFORMATION Item 1 Legal Proceedings On October 20, 1998, the Company filed an action entitled Cerprobe Corporation and SVTR, Inc. v. William E. Mayer, et al (No. C 98-4034), in the U.S. District court for the Northern District of California, against the former President, Director and shareholders of Silicon Valley Test & Repair, Inc., which was acquired by the Company by way of a merger into its wholly-owned subsidiary, SVTR, Inc. in January, 1997. The suit seeks rescission of the merger transaction and/or money damages arising from failure of the defendants to disclose material facts regarding the origins of certain software necessary for SVTR, Inc.'s business. Item 2 Changes in Securities On October 8, 1998, each shareholder of record will receive one Preferred Share Purchase Right on each outstanding share of Common Stock owned. Each Right will entitle shareholders to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock of the Company at an exercise price of $110. The Rights will be exercisable if a person or group hereafter acquires 15% or more of the Common Stock of the Company or announces a tender offer for 15% or more of the Common Stock. Should this occur, the Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's common shares having a market value at that time of twice the Right's exercise price. Rights held by the 15% holder will become void and will not be exercisable to purchase shares at the bargain purchase price. If the Company is acquired in a merger or other business combination transaction after a person acquired 15% or more of the Company's Common Stock, each Right will entitle its holder to purchase, at the Right's then current exercise price, a number of the acquiring company's Common Shares having a market value at that time of twice the Right's exercise price. Item 6 Exhibits and Reports on Form 8-K a. Exhibits 10(iii) Lease agreement between Cerprobe Corporation and BancOne Leasing Corporation dated October 22, 1998. (11) Computation of Net Income (Loss) Per Share. (27.1) Financial Data Schedule - September 30, 1998 (27.2) Financial Data Schedule - September 30, 1997 20 21 b. Reports on Form 8-K Form 8-K, filed on October 2, 1998, to report the approval of the declaration of a dividend distribution of one Preferred Share Purchase Right on each outstanding share of Cerprobe's Common Stock. 21 22 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigning thereunto duly authorized. CERPROBE CORPORATION /s/ Randal L. Buness --------------------------------------------------- Randal L. Buness Senior Vice President - Chief Financial Officer March 1, 1999 22 23 Exhibits Exhibit Index 10(iii) Lease agreement between Cerprobe Corporation and BancOne Leasing Corporation dated October 22, 1998. (11) Computation of Net Income (Loss) Per Share. (27.1) Financial Data Schedule - September 30, 1998 (27.2) Financial Data Schedule - September 30, 1997 EX-11 2 EX-11 1 CERPROBE CORPORATION COMPUTATION OF NET INCOME (LOSS) PER SHARE EXHIBIT 11 (UNAUDITED AND REVISED)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ------------------------------ 1998 1997 1998 1997 ----------- ---------- ----------- ----------- Net income (loss) $(3,557,202) $2,962,096 $ (744,994) $ (343,212) =========== ========== =========== =========== Weighted average number of common shares outstanding 7,768,874 6,246,825 8,058,011 6,219,800 Common equivalent shares representing shares issuable upon exercise of stock options 157,694 390,840 286,833 390,840 Subtraction of common equivalent shares due to antidilutive nature (157,694) -- (286,833) (390,840) ----------- ---------- ----------- ----------- Dilutive adjusted weighted average shares and assumed conversions 7,768,874 6,637,665 8,058,011 6,219,800 =========== ========== =========== =========== Basic net income (loss) per share $ (0.46) $ 0.47 $ (0.09) $ (0.06) =========== ========== =========== =========== Diluted net income (loss) per share $ (0.46) $ 0.45 $ (0.09) $ (0.06) =========== ========== =========== ===========
EX-27.1 3 EX-27.1
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1998 AND THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1998 SEP-30-1998 21,449,467 0 11,247,660 234,559 5,516,599 42,368,359 28,694,352 9,656,333 65,449,769 7,685,143 3,038,057 0 0 406,464 53,545,277 65,449,769 61,199,104 61,199,104 35,473,693 18,239,970 182,133 19,920 182,133 8,625,380 (3,528,637) 4,985,203 (5,730,197) 0 0 (744,994) (0.09) (0.09)
EX-27.2 4 EX-27.2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 1997 AND THE CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1997 SEP-30-1997 24,425,037 0 9,343,980 235,278 4,376,321 43,283,128 20,150,500 6,182,536 61,813,482 9,854,433 1,154,125 0 0 388,255 49,925,677 61,813,482 49,134,074 49,134,074 27,494,242 12,332,310 344,110 18,000 344,110 9,263,415 3,816,184 5,543,610 5,886,822 0 0 (343,212) 0.06 0.06
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