-----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, J2+2KLtElme9Z9oW5cRjTdb4glYwg3+6aTaBN/IaXDw6FPnXnyyPGE3X3zhD3+1Q CA8/VK6kEpvSk0wNSXq/ew== 0000800460-96-000041.txt : 19961115 0000800460-96-000041.hdr.sgml : 19961115 ACCESSION NUMBER: 0000800460-96-000041 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 96661315 BUSINESS ADDRESS: STREET 1: 215 TOPAZ ST CITY: MILPITAS STATE: CA ZIP: 95035-5430 BUSINESS PHONE: 4082633214 MAIL ADDRESS: STREET 1: 215 TOPAZ STREET STREET 2: 215 TOPAZ STREET CITY: MILPITAS STATE: CA ZIP: 95035-5430 10-Q 1 United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [x] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934 For the Period Ended September 30, 1996 or [ ] Transition Report Pursuant to Section 10 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From ____________ to ___________ Commission File Number 0-15449 CALIFORNIA MICRO DEVICES CORPORATION ------------------------------------ (Exact name of registrant as specified in its charter) California 94-2672609 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 215 Topaz Street, Milpitas, California 95035-5430 -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (408) 263-3214 -------------- (Registrant's telephone number, including area code) Not applicable -------------- (Former name, former address, and former fiscal year if changed since last report) 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 Applicable Only to Corporate Issuers: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of September 30, 1996, there were outstanding 10,507,645 shares of Issuer's Common Stock. 1 CALIFORNIA MICRO DEVICES CORPORATION INDEX PART I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements Statements of Operations Three and Six Months Ended September 30, 1996 and 1995 3 Balance Sheets September 30, 1996 and March 31, 1996 4 Statements of Cash Flows Six Months Ended September 30, 1996 and 1995 5 Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 13 Signature 14 2 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements. CALIFORNIA MICRO DEVICES CORPORATION STATEMENTS OF OPERATIONS (Amounts in Thousands, Except per Share Data) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, ------------------ ----------------- 1996 1995 1996 1995 ------- ------- ------- ------- Revenues: Net product sales $ 7,738 $ 9,322 $17,033 $17,666 Technology related revenues 380 307 680 610 ------- ------- ------- ------- Total revenues 8,118 9,629 17,713 18,276 Cost and expenses: Cost of sales 4,921 5,314 11,145 10,067 Research and development 1,214 795 2,201 1,661 Selling, marketing and administrative 2,009 2,729 4,161 5,203 ------- ------- ------- ------- Total costs and expenses 8,144 8,838 17,507 16,931 ------- ------- ------- ------- Operating income (loss) (26) 791 206 1,345 Other (income) expense, net (166) (45) (266) (8) ------- ------- ------- ------- Income before income taxes 140 836 472 1,353 Income taxes - - - - ------- ------- ------- ------- Net income $ 140 $ 836 $ 472 $ 1,353 ======= ======= ======= ======= Net income per share $ 0.01 $ 0.08 $ 0.04 $ 0.13 ======= ======= ======= ======= Weighted average common shares and share equivalents outstanding 10,908 10,866 10,964 10,324 ======= ======= ======= =======
The accompanying notes are an integral part of these financial statements. 3 CALIFORNIA MICRO DEVICES CORPORATION BALANCE SHEET (Amounts in Thousands, Except Share Data) September 30, March 31, 1996 1996 ------------- ---------- (Unaudited) ASSETS: Current assets: Cash and short-term securities $16,341 $22,150 Accounts receivable, less allowance for doubtful accounts of $796 and $900 3,700 4,500 Inventories 8,079 6,940 Other assets 752 585 ------- ------- Total current assets 28,872 34,175 Property, plant & equipment, net 12,878 9,314 Restricted cash 984 905 Other long term assets 443 534 ------- ------- Total assets $43,177 $44,928 LIABILITIES & SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $ 2,804 $ 2,832 Accrued salaries and benefits 896 1,250 Other accrued liabilities 2,748 4,279 Deferred margin on shipments to distributors 748 1,039 Current maturities of long-term debt and capital lease obligations 583 1,282 ------- ------- Total current liabilities 7,779 10,682 Long-term debt, less current maturities 7,490 7,490 Capital lease obligations, less current maturites 164 299 Deferred income - 107 ------- ------- Total liabilities 15,433 18,578 Shareholders' equity: Common stock - no par value; authorized 25,000,000; issued and outstanding 10,507,645 shares 56,392 55,442 Retained earnings (28,648) (29,092) ------- ------- Total shareholders' equity 27,744 26,350 ------- ------- Total liabilities and shareholders' equity $43,177 $44,928 ======= =======
The accompanying notes are an integral part of these financial statements. 4 CALIFORNIA MICRO DEVICES CORPORATION STATEMENTS OF CASH FLOWS (Amounts in Thousands) (Unaudited) Six Months Ended September 30, --------------------- 1996 1995 ------- -------- Cash flows from operating activities: Net income $ 472 $ 1,353 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,082 708 Net (increase) /decrease in inventories (1,139) (661) Net (increase) /decrease in accounts receivable 800 (1,354) Net (increase) /decrease in prepaid expenses and other current asset (167) 3,628 Net increase /(decrease) in trade accounts payable and other current liabilities (1,913) 1,582 CMD/HML -Joint venture - 1,375 Net decrease in other long term assets 91 30 Deferred margin on distributor sales (291) (98) ------- ------- Net cash (used) provided by operating activities (1,065) 6,563 ------- ------- Cash (used) provided by investing activities: Securities, purchases (2,042) (14,563) Securities, sales 7,612 3,801 Capital expenditures (4,646) (2,410) Net change in restricted cash (79) (79) ------- ------- Net cash (used) provided by investing activities 845 (13,251) ------- ------- Cash (used) provided by financing activities: Payment of capital lease obligations (941) (1,144) Payment of long-term debt - (199) Proceeds from issuance of common stock 950 40 ------- ------- Net cash (used) provided by financing activities 9 (1,303) ------- ------- Net increase /(decrease) in cash and cash equivalents (211) (7,991) Cash and cash equivalents at beginning of period 1,512 10,556 ------- ------- Cash and cash equivalents at end of period $ 1,301 $ 2,565 ======= ======= Supplemental disclosures of cash flow information: Interest paid $ 513 $ 630 Income taxes paid - -
The accompanying notes are an integral part of these financial statements. 5 CALIFORNIA MICRO DEVICES CORPORATION Notes to Financial Statements 1. Basis of Presentation In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly California Micro Devices Corporation's (the "Company") financial position as of September 30, 1996, results of operations for the three and six month periods ended September 30, 1996 and 1995, and cash flows for the six month periods ended September 30, 1996 and 1995. Results for the periods are not necessarily indicative of fiscal year results. The condensed financial statements should be read in conjunction with the California Micro Devices Corporation financial statements included with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996. 2. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements should be read in conjunction with the financial statements included with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996. 3. Inventories The components of inventory consist of the following: (Amounts in Thousands) September 30, March 31, 1996 1996 ------- ------ Raw materials $ 1,447 $ 1,093 Work-in-process 4,555 3,949 Finished goods 2,077 1,898 ------- ------- $ 8,079 $ 6,940
4. Litigation Reference should be made to the Company's filings with the SEC, including its reports on Forms 10-K and 8-K for fiscal year 1996 and subsequent. In addition to the matters reported therein, the following legal proceedings have taken place which, where applicable, supersede those matters previously reported: 6 In connection with the purported class action litigation previously reported, on November 8, 1996, the Company executed a new settlement agreement (the "1996 Agreement") that settles the claims of the class against the Company. The 1996 Agreement replaces the proposed, but not approved, February 1995 settlement and also resolves the claims of the class against certain former officers of the Company, as well as claims against the Company's former independent auditors, Coopers & Lybrand LLP. Counsel for the class has filed a motion requesting preliminary approval of the 1996 Agreement. The hearing on the motion for preliminary approval is presently scheduled for December 13, 1996. The terms of the 1996 Agreement were announced on September 16, 1996. Shares outstanding at both September 30, 1996 and 1995 include 1,500,000 shares issued in 1995 and held in trust in connection with the February 1995 settlement. Until such time as the 1996 Agreement is funded, the February 1995 settlement remains as recorded in the fiscal year ended March 31, 1995. Whereas the overall cost of the 1996 Agreement is the same as the February 1995 settlement expensed in fiscal 1995, the 1996 Agreement involves the issuance of 608,696 shares combined with $6 million in cash, compared with 1,500,000 shares and $1 million in cash under the February 1995 settlement. When and if the 1996 Agreement is approved and funded, the Company's cash will be reduced by $5 million dollars and the number of shares outstanding reduced by 891,304 shares. Additionally, $2.0 million in cash will be placed in a restricted account as a guarantee of the $11.50 Contingent Value Right (CVR) which accompanies the shares to be issued under the 1996 Agreement. The following proforma summary balance sheet has been prepared to illustrate the effect of the 1996 Agreement on the Company's balance sheet as if the 1996 Agreement was finalized and funded as of September 30, 1996. In this proforma presentation, the $2.0 million guarantee of the $11.50 CVR is shown as noncurrent, restricted cash, and not as a reduction of equity. (Amounts in Thousands) (Unaudited) As As Reported Proforma Reported Proforma ASSETS: LIABILITIES & EQUITY: Cash $16,341 $ 9,341 Payables $ 2,804 $ 2,804 Receivables 3,700 3,700 Accruals 3,644 3,644 Inventories 8,079 8,079 Deferred margin 748 748 Other assets 752 752 Current debt 583 583 ------- ------- ------- ------ Current assets 28,872 21,872 Current liabilities 7,779 7,779 Fixed assets 12,878 12,878 Long-term debt 7,654 7,654 Restricted cash & other 1,427 3,427 Equity 27,744 22,744 ------- ------- ------- ------- Total assets $43,177 $38,177 Total liabilities & equity $43,177 $38,177 ======= ======= ======= =======
Because the completion of the 1996 Agreement is subject to court approval, there can be no absolute assurance that the ultimate resolution of this litigation will be in the amount and form which the Company has recognized in its financial statements or as described in the preceding paragraph. However, based on the information presently available to it, the Company believes that any settlement of this matter will involve terms that are comparable in aggregate value to those described in the Company's announcement of September 16, 1996. The Company is a defendant or plaintiff in various other actions which arose in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial position of the Company or its results of operations. The Company believes that, with regard to these matters and those previously reported, it has, to the best of its knowledge, made such adjustments to its financial statements by means of reserves and expensing the costs thereof, that these matters will not have any additional adverse impact on the Company's financial condition. Provided, however, that if the ultimate resolution of the class action litigation substantially exceeds the amounts previously reserved therefore, such resolution may have a material adverse effect on the Company's financial condition. 5. Net Income Per Share Net income per share for each period is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the periods. 8 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Product sales for the quarter ended September 30, 1996, decreased by $1,584,000, or 17%, compared to the quarter ended September 30, 1995, due primarily to decreased sales of computer and telecommunications products. Thin film products represented 63% of sales for the quarter ended September 30, 1996, compared to 70% of sales for the year ago quarter. Product sales for the six month period ended September 30, 1996, decreased by $633,000, or 4%, also due to the decrease in computer and telecommunications products. For the six months ended September 30, 1996, thin film products represented 58% of sales, compared to approximately 66% in the six months ended September 30, 1995. The decrease in product sales for both the three and the six months ended September 30, 1996, as compared with year-earlier periods, relates primarily to inventory reductions by the Company's customers. Additionally, some customers have lost market share in certain key areas, and some customers have delayed production on products where the Company has design wins. Technology related revenues, relating to engineering projects partially funded by Hitachi Metals, Ltd. (HML), increased by approximately $70,000 for both the quarter and the six months ended September 30, 1996, compared to the year-earlier periods due to increases in projects related to the Company's new P/Active(TM) family of products. Gross margins as a percentage of net product sales were 36.4% for the quarter ended September 30, 1996, compared to 43.0% for the year earlier quarter, and were 34.6% for the six months ended September 30, 1996, compared to 43.0% for the six months ended September 30, 1995. The decline in gross margin for both the quarter and six months periods was due primarily to a change in product sales mix, reflecting increased mix of packaged devices which involve considerable external expenditures, such as packaging and freight, and reduced sales of product in die form, which absorb considerable fixed internal overhead without requiring additional external expenditures. The sequential improvement in gross margin percent from 33.0% in the quarter ended June 30, 1996 to 36.4% for the quarter ended September 30, 1996, was due primarily to increased mix of thin film products and cost reduction efforts, including two one-week plant shutdowns during the quarter ended September 30, 1996. Additional cost reductions are being implemented, including shutdowns scheduled at the end of November and at the end of December. Research and development expenditures increased by $419,000, for the quarter ended September 30, 1996, compared to the same prior year quarter, and by $540,000 for the six months ended September 30, 1996, compared to the year-earlier period, primarily due to increases in projects related to the Company's new P/Active(TM) family of termination and filtering products, as well as some new potentially high volume semiconductor products. Selling, marketing and administrative costs decreased overall and as a percentage of sales for both the quarter and six months ended September 30, 1996, when compared to the year earlier periods. The Company is keeping tight control of general expenses but is continuing to make selective investments in people and materials to expand our marketing and sales activities. Although legal costs continue to be high, the Company has significantly reduced the unusual consultant, audit, 9 and other costs that increased expenses last year. With the reduction in profits, management and other bonuses are much lower than a year ago. As a result of the factors discussed above, operating income (loss) for the quarter and six months ended September 30, 1996, was ($26,000) and $206,000, respectively, compared with operating income of $791,000 and $1,345,000, respectively, in the year earlier periods. Other (income) expense, net, for the quarter and the six months ended September 30, 1996, increased from the year earlier periods due to increased interest income and gains on sale of obsolete equipment. No income taxes were accrued for the quarter and six months ended September 30, 1996, due to the availability of tax loss carryforwards. The weighted average common shares outstanding were 10.9 million shares and 11.0 million shares for the three and six months ended September 30, 1996, respectively, compared to 10.9 million shares and 10.3 million shares, respectively, in the year earlier periods. The increase in shares outstanding is due primarily to stock options exercised by employees and shares issued in connection with the \employee stock purchase plan. Liquidity and Capital Resources The Company's cash and short term securities decreased by $5.8 million from $22,150,000 on March 31, 1996, to $16,341,000 on September 30, 1996, due primarily to capital expenditures of $4.6 million, which included end-of-lease equipment buy-outs of $1.9 million. The remaining capital expenditures of $2.7 million consisted primarily of selected investments to enhance manufacturing efficiency and capacity and investments in new computer systems and software. In connection with the purported class action litigation previously reported, on November 8, 1996, the Company executed a new settlement agreement (the "1996 Agreement") that settles the claims of the class against the Company. The 1996 Agreement replaces the proposed, but not approved, February, 1995 settlement and also resolves the claims of the class against certain former officers of the Company, as well as claims against the Company's former independent auditors, Coopers & Lybrand LLP. Counsel for the class has filed a motion requesting preliminary approval of the 1996 Agreement. The hearing on the motion for preliminary approval is presently scheduled for December 13, 1996. The terms of the 1996 Agreement were announced on September 16, 1996. Shares outstanding at both September 30, 1996 and 1995 include 1,500,000 shares issued in 1995 and held in trust in connection with the February 1995 settlement. Until such time as the 1996 Agreement is funded, the February 1995 settlement remains as recorded in the fiscal year ended March 31, 1995. Whereas the overall cost of the 1996 Agreement is the same as the February 1995 settlement expensed in fiscal 1995, the 1996 Agreement involves the issuance of 608,696 shares combined with $6 million in cash, compared with 1,500,000 shares and $1 million in cash under the February 1995 settlement. When and if the 1996 Agreement is approved and funded, the Company's cash will be reduced by $5 million dollars and the number of shares outstanding reduced by 891,304 shares. Additionally, $2.0 million in cash will be placed in a restricted account as a guarantee of the $11.50 Contingent Value Right (CVR) which accompanies the shares to be issued under the 1996 Agreement. See Note 4 of Notes to Financial Statements. 10 Accounts receivable decreased by $800,000 from March 31, 1996, as compared to September 30, 1996, due primarily to decreased sales. Gross days sales outstanding, computed on quarterly sales, were 52 days at September 30, 1996, compared to 47 days at March 31, 1996. The increase in days sales outstanding is due to lower level of sales combined with the timing of these sales later in the quarter ended September 30, 1996, when compared to sales activities for the quarter ended March 31, 1996. Inventories increased by $1,139,000, or 16%, from March 31, 1996, due to increased work-in-process inventories of $606,000, raw materials of $354,000, and finished goods of $179,000. The increase in work-in-process reflects increase in die bank inventory to improve customer response times and the increase in raw materials represents increased purchase of silicon wafers which had previously been in short supply. Accrued salaries and benefits decreased $354,000 or 28%, due to decreased headcount, decreased bonus expense, and decreased vacation accruals due to employees use of accrued vacation time during two Company-wide shut downs. Other accrued liabilities decreased $1,531,000 or 36%, due to reduced liability for advances on shared engineering projects, reduced accruals for selling commissions, reduced liabilities for legal and professional fees, and reduced litigation reserves due to a settlement of a lawsuit. Deferred margin on shipments to distributors decreased $291,000 primarily due to reduced distributor inventories and the change in mix to lower margin products in distributor inventories. The Company expects to be able to fund its liquidity needs for at least the next twelve months through its existing cash balances, cash flows from operations, and available bank borrowings under its line of credit. The Company has a bank line of credit, expiring July 31, 1997, under which it can borrow up to $3,000,000, at prime, collateralized by short term investments managed by the bank. As of September 30, 1996, there have been no borrowings against this line of credit. Cautionary Statement Statements included herein which are not historical facts are forward looking statements. Such forward looking statements are made pursuant to the safe harbor provisions of the Private/Securities Litigation Reform Act of 1995. The forward looking statements regarding revenues, orders and sales involve a number of risks and uncertainties, including but not limited to, demand for the Company's product, pricing pressures which could affect the Company's gross margin or the ability to consummate sales, intense competition within the industry, the need for the Company to keep pace with technological developments and respond quickly to changes in customer needs, the Company's dependence on third party suppliers for components for its products and the Company's dependence upon intellectual property rights which, if not available to the Company, could have a material adverse effect on the Company. These same factors, as well as others, such as the continuing litigation involving the Company, could also affect the liquidity needs of the Company. 11 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. Reference should be made to the Company's filings with the SEC, including its reports on Forms 10-K and 8-K for fiscal year 1996 and subsequent. In addition to the matters reported therein, the following legal proceedings have taken place which, where applicable, supersede those matters previously reported: In connection with the purported class action litigation previously reported, on November 8, 1996, the Company executed a new settlement agreement (the "1996 Agreement") that settles the claims of the class against the Company. The 1996 Agreement replaces the proposed, but not approved, February 1995 settlement and also resolves the claims of the class against certain former officers of the Company, as well as claims against the Company's former independent auditors, Coopers & Lybrand LLP. Counsel for the class has filed a motion requesting preliminary approval of the 1996 Agreement. The hearing on the motion for preliminary approval is presently scheduled for December 13, 1996. The terms of the 1996 Agreement were announced on September 16, 1996. Shares outstanding at both September 30, 1996 and 1995 include 1,500,000 shares issued in 1995 and held in trust in connection with the February 1995 settlement. Until such time as the 1996 Agreement is funded, the February 1995 settlement remains as recorded in the fiscal year ended March 31, 1995. Whereas the overall cost of the 1996 Agreement is the same as the February 1995 settlement expensed in fiscal 1995, the 1996 Agreement involves the issuance of 608,696 shares combined with $6 million in cash, compared with 1,500,000 shares and $1 million in cash under the February 1995 settlement. When and if the 1996 Agreement is approved and funded, the Company's cash will be reduced by $5 million dollars and the number of shares outstanding reduced by 891,304 shares. Additionally, $2.0 million in cash will be placed in a restricted account as a guarantee of the $11.50 Contingent Value Right (CVR) which accompanies the shares to be issued under the 1996 Agreement. See Note 4 of Notes to Financial Statements. Because the completion of the 1996 Agreement is subject to court approval, there can be no absolute assurance that the ultimate resolution of this litigation will be in the amount and form which the Company has recognized in its financial statements or as described in the preceding paragraph. However, based on the information presently available to it, the Company believes that any settlement of this matter will involve terms that are comparable in aggregate value to those described in the Company's announcement of September 16, 1996. The Company is a defendant or plaintiff in various other actions which arose in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial position of the Company or its results of operations. The Company believes that, with regard to these matters and those previously reported, it has, to the best of its knowledge, made such adjustments to its financial statements by means of reserves and expensing the costs thereof, that these matters will not have any additional adverse impact on the Company's financial condition. Provided, however, that if the ultimate resolution of the class action litigation substantially exceeds the amounts previously reserved therefore, such resolution may have a material adverse effect on the Company's financial condition. 12 ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 11 Computation of Per Share Earnings Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K (i) On August 15, 1996, the Company filed a Form 8-K, under Item 5 reporting the release of certain information regarding the Company's appointment of two officers of the Company. (ii) On September 17, 1996, the Company filed a Form 8-K, under Item 5, reporting the release of certain information regarding the Company's tentative settlement of class action lawsuits previously filed against it. (iii) On October 11, 1996, the Company filed a Form 8-K, under Item 7, reporting the release of certain information regarding the Company's expected second quarter 1997 financials. (iv) On October 25, 1996, the Company filed a Form 8-K, under Item 7, reporting the release of certain information regarding the Company's second quarter 1997 financials. 13 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CALIFORNIA MICRO DEVICES CORPORATION (Registrant) Date: November 13, 1996 /S/John E. Trewin ------------------------------------------ John E. Trewin Vice President and Chief Financial Officer 14 CALIFORNIA MICRO DEVICES CORPORATION Computation of Per Share Earnings (Amounts in Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, -------------------- ---------------- 1996 1995 1996 1995 ------- ------- ------ ------ Net income $ 140 $ 836 $ 472 $ 1,353 ======= ======= ======= ======= PRIMARY: Weighted average common shares outstanding 10,503 10,215 10,434 9,780 Common equivalents attributable to options 405 651 530 544 ------- ------- ------- ------- Total weighted average common and common equivalent shares outstanding 10,908 10,866 10,964 10,324 ======= ======= ======= ======= Net income per share $ 0.01 $ 0.08 $ 0.04 $ 0.13 ======= ======= ======= ======= FULLY DILUTED Weighted average common shares 10,503 10,215 10,434 9,780 Common equivalent attributable to options 459 671 558 577 ------- ------- ------- ------- Total weighted average common and common equivalent shares outstanding 10,962 10,886 10,992 10,357 ======= ======= ======= ======= Net income per share $ 0.01 $ 0.08 $ 0.04 $ 0.13 ======= ======= ======= =======
15 EX-27 2
5 6-MOS MAR-31-1996 SEP-30-1996 1,301 15,040 4,496 (796) 8,079 28,872 21,516 (8,638) 43,177 7,779 0 0 0 56,392 (28,648) 43,177 7,738 8,118 4,921 4,921 2,810 (247) 0 140 0 0 0 0 0 140 .01 .01 Includes Other assets - 752. Includes Restricted cash - 984; and Other long term assets - 443. Includes Technology related revenues - 380. Includes Research and development - 1,214; Selling, marketing and administrative - 2,009; and Other(income) expense, net - (413).
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