-----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, FwDu4UgtYAvXIwwlj90LONzuhKyBcF9fB4SGvVCWXAp+W0MgxlFNfK6UcWGPyxrn c6zt3KdELmuBTA1CUCTTMw== 0000800460-00-000003.txt : 20000215 0000800460-00-000003.hdr.sgml : 20000215 ACCESSION NUMBER: 0000800460-00-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000214 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: SEC FILE NUMBER: 000-15449 FILM NUMBER: 537204 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 December 31, 1999 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 December 31, 1999, there were outstanding 10,431,751 shares of Issuer's Common Stock. CALIFORNIA MICRO DEVICES CORPORATION INDEX PART I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements Statements of Operations Three and Nine Months Ended December 31, 1999 and 1998 2 Balance Sheets December 31, 1999 and March 31, 1999 3 Statements of Cash Flows Nine Months Ended December 31, 1999 and 1998 4 Notes to Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 6. Exhibits and Reports on Form 8-K 11 Signature 12 ii ITEM 1. Financial Statements. -------------------------- CALIFORNIA MICRO DEVICES CORPORATION STATEMENTS OF OPERATIONS (Amounts in Thousands, Except Per Share Data) (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, ------------------- ----------------- 1999 1998 1999 1998 ------ ------ ------ --------- Net sales $11,664 $ 8,529 $29,619 $25,089 Cost and expenses: Cost of sales 7,867 6,072 20,716 8,860 Research and development 762 1,004 2,489 2,680 Selling, marketing and administrative 2,463 1,889 6,611 5,296 ------- ------- ------- ------ Total costs and expenses 11,092 8,965 29,816 26,836 ------- ------- ------- -------- Operating income (loss) 572 (436) (197) (1,747) Other expense, net 92 190 397 495 ------- ------- ------ ------- Income (loss) before income taxes 480 (626) (594) (2,242) Income taxes - - - - -------- ------- ------ ------- Net income (loss) $ 480 $ (626) $ (594) $(2,242) ======== ======== ======= ======== Net income (loss) per share - basic $ 0.05 $ (0.06) $ (0.06) $(0.22) ======== ======== ======= ======= Weighted average common shares outstanding -basic 10,284 10,020 10,205 9,998 ======== ======= ======= ======= Net income (loss) per fully diluted share $ 0.04 $(0.06) $(0.06) $(0.22) ======= ======= ======= ======= Weighted average fully diluted common shares outstanding 11,528 10,020 10,205 9,998 ======= ======== ======= =======
The accompanying notes are an integral part of these financial statements. 2 CALIFORNIA MICRO DEVICES CORPORATION BALANCE SHEETS (Amounts in Thousands, Except Share Data) (Unaudited) December 31, March 31, 1999 1999** ----------- ---------- ASSETS: - ------ Current assets: Cash and short-term securities* $ 2,495 $ 762 Short-term investments 3,409 4,171 Accounts receivable, less allowance for doubtful accounts of $212 and $224 6,574 4,471 Inventories 9,452 8,438 Other assets 1,213 592 -------- -------- Total current assets 23,143 18,434 Property, plant & equipment, net 10,250 11,540 Restricted cash* 1,192 2,900 Other long term assets 855 770 -------- ------- Total assets $35,440 $33,644 ======= ====== LIABILITIES & SHAREHOLDERS' EQUITY: - ---------------------------------- Current liabilities: Accounts payable $ 4,276 $ 3,239 Accrued salaries and benefits 1,281 998 Other accrued liabilities 824 554 Deferred margin on shipments to distributors 516 576 Current maturities of long-term debt and capital lease obligations 726 685 -------- ------ Total current liabilities 7,623 6,052 Long-term debt, less current maturities 7,366 7,503 Other long-term liabilities 959 919 -------- ------ Total liabilities 15,948 14,474 Shareholders' equity: Common stock - no par value; authorized 25,000,000, issued and outstanding 10,431,751 as of December 31, 1999 and 10,116,144 as of March 31, 1999 54,259 53,328 Accumulated deficit (34,755) (34,160) Accumulated other comprehensive income (loss) (12) 2 Total shareholders' equity 19,492 19,170 -------- -------- Total liabilities and shareholders' equity $35,440 $33,644 ======= =======
* Balance at March 31, 1999 includes $2 million in restricted cash which served as the Company's guarantee for the CVR value included in the settlement of shareholder class actions. As the guarantee has been met, the $2.0 million is no longer restricted and is included in cash and short-term securities as of December 31, 1999. ** Derived from audited financial statements The accompanying notes are an integral part of these financial statements. 3 CALIFORNIA MICRO DEVICES CORPORATION STATEMENTS OF CASH FLOWS (Amounts in Thousands) (Unaudited) Nine Months Ended December 31, 1999 1998 ----------------- ----------- Cash flows from operating activities: Net (loss) $ (594) $ (2,242) Adjustments to reconcile net (loss) to net cash provided by operating activities: Depreciation and amortization 2,159 2,165 Net increase in inventories (1,014) 2 Net (increase) /decrease in accounts receivable (2,103) 533 Net (increase) /decrease in prepaid expenses and other current assets (621) 332 Net increase/(decrease) in trade accounts payable and other current liabilities 1,590 (572) Net increase in other long term assets (97) (66) Increase in other long term liabilities 111 - Decrease in deferred margin on distributor sales (60) (60) -------- ---------- Net cash (used in) provided by operating activities (629) 92 -------- ---------- Cash flows from investing activities: Short-term investment purchases (1,960) (3,163) Short-term investment sales 2,707 4,623 Capital expenditures (857) (1,269) Net change in restricted cash 1,708 (351) -------- --------- Net cash provided by (used in) investing activities 1,598 (160) -------- --------- Cash flows from financing activities: Repayments of capital lease obligations (280) (271) Additions to capital lease 238 - Repayments of long-term debt (125) - Proceeds from issuance of common stock 931 248 ---------- -------- ------- Net cash provided by (used in ) financing activities 764 (23) ------- -------- Net increase (decrease) in cash and cash equivalents 1,733 (91) Cash and cash equivalents at beginning of period 762 480 ------- -------- Cash and cash equivalents at end of period $ 2,495 $ 389 ======= ======= Supplemental disclosures of cash flow information: Interest paid $ 670 $ 476 Supplemental disclosures of non-cash investing and financing activities: Unrealized gain/(loss) on securities $ (15) $ 9 Additions to capital financed by leases $ 238 $ -
The accompanying notes are an integral part of these financial statements. 4 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 (which include only normal recurring accruals) necessary to present fairly California Micro Devices Corporation's the "Company") financial position as of December 31, 1999, results of operations for the three and nine month periods ended December 31, 1999 and 1998, and cash flows for the nine-month periods ended December 31, 1999 and 1998. Results for the quarter are not necessarily indicative of fiscal year results. 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, 1999. 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. 3. Inventories ----------- The components of inventory consist of the following (amounts in thousands): December 31, March 31, 1999 1999 ------------ --------- Raw materials $ 443 $ 428 Work-in-process 6,312 5,263 Finished goods 2,697 2,747 ------ ------ $9,452 $8,438 ====== =====
4. Litigation ------------ Reference should be made to the Company's filings with the SEC, including its report on Form 10-K for its fiscal year ended March 31, 1999 and its reports on Forms 10-Q for the quarters ending June 30 and September 30, 1999. From August 5, 1994 through February 16, 1995, eleven purported class action complaints were filed against the Company in the United States District Court for the Northern District of California. By court order dated May 20, 1997, these actions have been settled. The Company's contribution towards the settlement consisted of the payment of $6 million in cash and the issuance of 608,696 new shares of the Company's common stock to the class. Each new share was accompanied by a Contingent Value Right ("CVR"), personal to the shareholder, that guaranteed the shareholder to receive the difference between $11.50 and the highest 20 day average trading price of the Company's common stock (assuming the average price is less than $11.50) over a defined period. As of January 5, 2000 the 20-day average trading price exceeded $11.50 and the CVR was extinguished. The Company had put $2 million into a restricted account 5 as a guarantee for performance under the CVR. As a result of the CVR being extinguished this $2 million is no longer restricted and is included in cash and short-term securities as of December 31, 1999. The Company is a party to lawsuits, claims, investigations, and proceedings, including commercial and employment matters, which are being handled and defended in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial condition or overall trends in the results of operations of the Company. 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. 5. Net Income (Loss) Per Share ----------------------------------- The following table sets forth the computation of basic and diluted income (loss) per share: Three months ended Nine months ended December 31, December 31, ------------------ ------------------- 1999 1998 1999 1998 ----- ---- ---- ---- (In thousands, except per share amounts) Numerator: Numerator for basic and diluted net income per share - net income (loss) $ 480 $ (626) $ (594) $(2,242) ====== ======= ======= ======= Denominator for basic net income (loss) per share: Weighted average common hares used in computing Basic net income per share 10,284 10,020 10,205 9,998 ======= ======= ======= ======= Basic net income (loss) per share $ 0.05 $ (0.06) $ (0.06) $ (0.22) ======= ======= ======= ======= Denominator for diluted net income per share: Weighted average common shares 10,284 10,020 10,205 9,998 Employee stock options to purchase common stock 1,244 - - - ------- ------- ------- ------- Shares used in computing diluted net income per share 11,528 10,020 10,205 9,998 ======= ======= ======= ======= Diluted net income per share $ 0.04 $ (0.06) $ (0.06) $ (0.22) ======= ======= ======= =======
Options to purchase 80,500 shares common stock were outstanding during the quarter ended December 31, 1999, but were not included in the computation of diluted net income per share because the options' exercise price was greater than the average market price of the common stock and, therefore, the effect would be antidilutive. For the quarter and nine months ended December 31, 1998, and the nine months ended December 31, 1999 all options to purchase shares of common stock, representing 2,466,000 shares, 2,466,000 shares and 2,517,000 shares, respectively, were excluded from the computation of diluted net loss per share because the effect would be antidilutive. 6. Comprehensive Income ----------------------------- Comprehensive income (loss) is principally comprised of the unrealized gains or losses on the Company's available-for-sale securities. Comprehensive income (loss) for the three months ended December 31, 1999 and December 31, 1998 was $469,000 and ($651,000), respectively. For the nine months ended December 31, 1999 and December 31, 1998, the comprehensive loss was ($609,000) and ($2,233,000), respectively. 6 ITEM 2. Management's Discussion And Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations. -------------------------- Results of Operations Product sales for the quarter ended December 31, 1999, increased by $3,135,000, or 37%, compared to the quarter ended December 31, 1998, with the majority of the increase being in products for the networking market. Unit shipments increased 62% to 23.3 million units in the December 31, 1999 quarter compared to 14.4 million units in the year-earlier quarter. The increase in product sales was primarily due to increased sales of new products. Sales of the Company's new products (products introduced within the past three years) increased by 126% in dollars and 155% in units in the quarter ended December 31, 1999 as compared to the year-earlier quarter. Thin film products accounted for 73% of dollar sales and 76% of units shipped for the quarter ended December 31, 1999 as compared to 71% of dollar sales and 84% of units shipped the year-earlier quarter. The decline in percentage of thin film units shipped was primarily due to increased mix of single chip and lower mix of dual chip products for solving the need for parallel port filtering, termination and ESD protection. In total, the number of parallel port solutions shipped increased by 63% in the quarter ended December 31, 1999 as compared to the year-earlier period. Product sales for the nine month period ended December 31, 1999, increased by $4,530,000, or 18%, over the year-earlier period, also due to increased sales new products, with the majority of the increase being in products for the networking market. Units shipped increased 40% in the nine-month period ended December 31, 1999 compared to the year-earlier period. New product sales for the nine months ended December 31, 1999 increased by 95% in dollars and 104% in units as compared to the year-earlier period. Thin film products represented 70% of dollar sales and 76% of unit shipments, for the nine months period ended December 31, 1999 as compared to 68% of dollar sales and 81% of units shipped in the year-earlier period. The decline in percentage of thin film units shipped was primarily due to increased mix of single chip and lower mix of dual chip products for solving the need for parallel port filtering, termination and ESD protection. In total the number of parallel port solutions shipped increased by 49% in the nine months ended December 31, 1999 as compared to the year-earlier period. Gross margins increased sequentially to 32.5% in the December 31, 1999 quarter compared to 29.7% in the September 30, 1999 quarter and 28.8% in the December 31, 1998 quarter due to increased sales and manufacturing efficiencies. Research and development expense was $762,000 and $1,004,000 for the three months ended December 31, 1999 and 1998, respectively, and $2,489,000 and $2,680,000 for the nine months ended December 31, 1999 and 1998, respectively. The decrease in research and development expense was due to lower materials costs as the focus of R&D was more on product development than on process development compared to the year-earlier periods. Selling, marketing and administrative expenses ("S, M & A") were $2,463,000 and $1,889,000 for the three months ended December 31, 1999 and 1998, respectively. The increase in the 1999 quarter is primarily due to increased commissions, increased personnel costs, and increased promotional activities, including expansion of the Company's presence in Europe. S, M, & A expenses were $6,611,000 and $5,296,000 for the nine-month periods ended December 31, 1999 and 1998, respectively. In addition to increased commissions, personnel costs and promotional activities, S, M, & A expenses for the nine months ended December 31, 1998 were low due to the receipt of a $575,000 one- time insurance settlement in June 1998. As a result of the factors discussed above, operating income for the three months ended December 31, 1999, was $572,000 compared to an operating loss of $436,000 in the year-earlier period. For the nine months ended December 31, 1999, there was an operating loss of $197,000 as compared to an operating loss of $1,747,000 in the year earlier period. 7 Other expense, net for the three and nine months ended December 31, 1999, was $92,000 and $397,000 as compared to expense of $190,000 and $495,000 in the year earlier periods, due to increased investment income related to the Company's executive deferred compensation program. This was offset in operating income as non-cash compensation charge. No income taxes were accrued for the three and nine months ended December 30, 1999, or December 31, 1998, due to the availability of tax loss carry forwards and the nine-month period losses. Liquidity and Capital Resources Total cash, short-term securities and investments as of December 31, 1999, was $5.9 million compared to $4.9 million on March 31, 1999. As previously announced, the Company has met the stock price guarantee associated with its 1997 class action settlement. As a result the $2.0 million of previously restricted cash related to the guarantee is no longer restricted and is included in "cash and short-term securities" as of December 31, 1999. Receivables days sales outstanding were 52 days as of December 31, 1999 as compared to 47 days at March 31, 1999. The increase in DSO primarily reflects a higher percentage of sales in the third month of the December 1999 quarter as compared to the March 1999 quarter. Inventories increased by $1.0 million from the March quarter, related to increased work-in-process to support new product introductions and increased sales. But this was essentially offset by a $1.0 million increase in accounts payable. Other current assets increased $621,000, to $1,213,000 at December 31, 1999, due to increases in stock from the employee stock purchase program and annual insurance payments made during the September quarter. The Company has a $3.0 million revolving secured line of credit agreement that expires on July 31, 2000. Under the terms of the line of credit, the Company can borrow at prime plus one-half percent, collateralized by eligible receivables. The Company also has a $1.0 million capital equipment financing facility that expires on June 30, 2003; under the terms of this facility the Company can borrow at prime plus 0.75%. There were no borrowings on either of these facilities at March 31, 1999. During the nine month period ended December 31, 1999 there were no borrowings against the revolving line of credit. The Company has drawn down $238,000 against the capital equipment financing facility as of December 31, 1999. The Company is in compliance with its financial covenants. The Company expects to fund its future liquidity needs through its existing cash balances, cash flows from operations, bank borrowings, and equipment lease and loan financing arrangements. Depending on market conditions and the results of operations, the Company may pursue other sources of liquidity. The Company believes that it has sufficient financial resources to fund its operations for the foreseeable future. Impact of Year 2000 Many computer systems employ a two-digit date field and could experience problems beyond the year 1999. Also, some systems assign special meaning to certain dates, such as 9/9/99, and the year 2000 is a leap year, which some systems may not recognize. To address these and other related issues, the Company evaluated its management information systems (MIS) and developed a plan, as described herein, to convert all of its MIS applications to year 2000 compliant versions by March 31, 1999. This plan encompassed all major categories of systems in use by the Company, including manufacturing, sales, finance and human resources. California Micro Devices utilizes software packages supplied by outside vendors for all of its mission critical applications. These software vendors have supplied the Company with versions of their software that they have certified to be year 2000 compliant. However, the Company recognized that relying on certification statements alone could potentially place its systems at risk if some level of integration and system level testing was not also performed. To ensure that these applications work in CMD's environment, the Company completed consolidated, system-level test procedures that incorporated testing each of the key applications. 8 The positive results of these tests allowed the Company to proceed with its migration to year 2000 compliant systems and the Company was fully converted as of March 1, 1999 and has been operating on those systems since that time. To date the Company has not experienced any significant problems related to its in- house information systems or manufacturing operations. As a result of the above, the Company has not formulated formal contingency plans regarding the leap year event. Should any unforeseen difficulties arise in the operation of these software packages, the Company could convert to alternate software packages. The Company did not observe any material impact from its key suppliers due to Y2K problems. Noncompliance with year 2000 issues on the part of key suppliers and subcontractors, or within the international transportation system, could result in disruption of the Company's operations. Nothing has come to the attention of the Company that would indicate a material impact on the Company as a result of year 2000 issues at its key suppliers and subcontractors. However, the potential impact and related costs are not known at this time. The Company's products are not date sensitive. The out-of-pocket expenditures incurred to date related to these programs are less than $300,000. The Company currently expects that the total incremental expenditures of these programs will not exceed $500,000. Most of these expenditures involve new capital equipment that will be amortized over a three to five year period. The costs of the project and the date on which the Company believes it will complete the year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third-party modification plans and other factors. There can be no assurance that these estimates will be achieved and actual results could differ materially from those anticipated. The Company believes that its most reasonably likely worst-case year 2000 scenarios would relate to problems with the systems of third parties rather than with the Company's internal systems or its products. Because the Company has less control over assessing and correcting the year 2000 problems of third parties, the Company believes the risks are greatest in the areas of utility services, telecommunications, transportation supply chains and critical suppliers of materials. Due to the large number of variables involved, the Company cannot provide an estimate of the damage it might suffer if any of these scenarios were to occur. Based on currently available information, management does not believe that the year 2000 matters discussed above related to internal systems or products sold to customers will have a material adverse impact on the Company's financial condition or overall trends in results of operations. However, it is uncertain to what extent the Company may be affected by such matters. In addition, there can be no assurance that the failure to ensure year 2000 capability by a supplier or another third party would not have a material adverse effect on the Company. As of the filing date of this Form 10-Q, the Company has not experienced any significant year 2000 related difficulties in its internal operations nor in its third party sources of supplies and services . 9 Cautionary Statement This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. Except for the historical information contained in this discussion of the business and the discussion and analysis of financial condition and results of operations, the matters discussed herein 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, unit volumes, intense competition within the industry, the Company's ability to attract and retain high quality people, 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, cost reductions, year 2000 issues, 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. Actual results could differ materially from those projected in the forward-looking statements as a result of factors set forth above and elsewhere in this Form 10-Q. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk. ---------------------------------------------------------- No material changes have occurred from the Company's report on form 10K for the period ending March 31, 1999. 10 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. ----------------- Reference should be made to the Company's filings with the SEC, including its report on Form 10-K for its fiscal year ended March 31, 1999 and its reports on Forms 10-Q for the quarters ending June 30 and September 30, 1999. From August 5, 1994 through February 16, 1995, eleven purported class action complaints were filed against the Company in the United States District Court for the Northern District of California. By court order dated May 20, 1997, these actions have been settled. The Company's contribution towards the settlement consisted of the payment of $6 million in cash and the issuance of 608,696 new shares of the Company's common stock to the class. Each new share was accompanied by a Contingent Value Right ("CVR"), personal to the shareholder, that guaranteed the shareholder to receive the difference between $11.50 and the highest 20 day average trading price of the Company's common stock (assuming the average price is less than $11.50) over defined period. As of January 5, 2000 the 20-day average trading price exceeded $11.50 and the CVR was extinguished. The Company had put $2 million into a restricted account as a guarantee for performance under the CVR. As a result of the CVR being extinguished this $2 million is no longer restricted and is included in cash and short-term securities as of December 31, 1999. The Company is a party to lawsuits, claims, investigations, and proceedings, including commercial and employment matters, which are being handled and defended in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the financial condition or overall trends in the results of operations of the Company. 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. ITEM 6. Exhibits and Reports on Form 8-K. --------------------------------- Exhibit Description ------- ----------- (a) 27 Financial Data Schedule (For EDGAR Filing Only) (b) Form 8-K None 11 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: February 11, 2000 /s/John E. Trewin -------------------------------------- John E. Trewin Vice President and Chief Financial Officer 12 EX-5 2 [ARTICLE] 5 [PERIOD-TYPE] QTR-3 [FISCAL-YEAR-END] MAR-31-2000 [PERIOD-END] DEC-31-1999 [CASH] $ 2,495 [SECURITIES] 3,409 [RECEIVABLES] 6,786 [ALLOWANCES] (212) [INVENTORY] 9,452 [CURRENT-ASSETS] $ 23,143 [PP&E] 27,877 [DEPRECIATION] (17,627) [TOTAL-ASSETS] $ 35,440 [CURRENT-LIABILITIES] $ 7,623 [BONDS] 0 [COMMON] 54,259 [PREFERRED-MANDATORY] 0 [PREFERRED] 0 [OTHER-SE] (34,767) [TOTAL-LIABILITY-AND-EQUITY] $ 35,440 [SALES] $ 11,664 [TOTAL-REVENUES] 11,664 [CGS] 7,867 [TOTAL-COSTS] 7,867 [OTHER-EXPENSES] 3,095 [LOSS-PROVISION] 0 [INTEREST-EXPENSE] $ 222 [INCOME-PRETAX] 480 [INCOME-TAX] 0 [INCOME-CONTINUING] 0 [DISCONTINUED] 0 [EXTRAORDINARY] 0 [CHANGES] 0 [NET-INCOME] 480 [EPS-BASIC] 0.04 [EPS-DILUTED] 0.04 Includes - Other accounts receivable - $606K; prepaid expense - $607K. Includes - Restricted cash - $1,192K; Deposits and other assets - $570k; Debt issuance cost - $285K. Includes - Research and development - $762K; Selling, marketing, and administrative - $2,463K; Interest Income ($54k); other income ($76k).
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