-----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, RrBIcD1o3fKT0mbuFAz1misiiah07iQRF5hKgsSz66renz/+07nLmXYXpCFoVbP3 TKSoCMnyFclhxejxFtR/GQ== 0000800460-96-000021.txt : 19960928 0000800460-96-000021.hdr.sgml : 19960928 ACCESSION NUMBER: 0000800460-96-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960724 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960802 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA MICRO DEVICES CORP CENTRAL INDEX KEY: 0000800460 STANDARD INDUSTRIAL CLASSIFICATION: 3670 IRS NUMBER: 942672609 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15449 FILM NUMBER: 96603079 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 8-K 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 1996 California Micro Devices Corporation ----------------------------------------------------- (Exact name of registrant as specified in its charter) California 33-399-77 94-2672609 ------------- --------- ---------- State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 215 Topaz Street, Milpitas, CA 95035-5430 ------------------------------ ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408)263-3214 ------------ Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) 1 Item 7. Financial Statements and Exhibits --------------------------------- On July 24, 1996, California Micro Devices Corporation (the "Company") released certain information regarding the Company's first quarter 1997 financials attached hereto. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 2, 1996 CALIFORNIA MICRO DEVICES CORPORATION By: ----------------------------------- Scott Hover-Smoot Secretary and General Counsel 3 NEWS RELEASE [California Micro Devices Corporation logo] California Micro Devices Contacts: Jeffrey Kalb, President and CEO (408) 934-3106 John Trewin, Vice President and CFO (408) 934-3103 Roberta Silverstein, Press and Media (408) 934-3141 For Immediate Release CALIFORNIA MICRO DEVICES FIRST FISCAL QUARTER SHOWS INCREASED SALES, REDUCED PROFITS Milpitas, CA, July 24, 1996 -- California Micro Devices Corporation (NASDAQ NMS: CAMD) (CMD), headquartered here, today reported net income of $332,000, or $0.03 per share, on revenues of $9.6 million, for the quarter ended June 30, 1996, the first quarter of its fiscal year 1997. This compares with net income of $517,000, or $0.05 per share, on revenues of $8.6 million, for the quarter ended June 30, 1995. Average share and share equivalents outstanding increased to 11,020,000 from 9,792,000 at June 30, 1995, including 1,500,000 shares held in trust in connection with the proposed, but not approved, February 1995 preliminary settlement of shareholder class action lawsuits. According to Jeffrey Kalb, CMD's president and chief executive officer, "Although the Company showed approximately 11% year over year revenue growth, revenues were down approximately 12.5% from the previous quarter due to the challenging market situation which is impacting most of the components industry. Margins have dropped approximately 10 points compared to a year ago, primarily due to a significant change in product mix. We have already taken steps to reduce costs and improve margins, including a company-wide shutdown during the first week of July. Additional cost reductions are in progress. However, it will take a shift back in product mix and/or a combination of revenue increases and cost reductions to reach last year's margin levels. The Company is working towards this end." As Kalb noted, "While we are controlling costs, we are not neglecting our future. We invested $987,000 in R&D this quarter compared to $866,000 a year ago, emphasizing our confidence in the future of the business. This increased investment was more than offset by reduced administrative expenses. Although legal costs continue to be very high, we have significantly reduced the unusual consultant, audit and other costs that increased expenses last year." Mr. Kalb also pointed to the strength of the Company's balance sheet. "We have $19 million in cash. While this is down $3.2 million from the beginning of the fiscal year, the change reflects investments in facilities and equipment, as well as reductions in debt, which combined totaled $3.0 million during the quarter. Our receivables continue to be in line with published industry norms. Inventories increased at the beginning of the quarter as sales momentum decreased, but have been held flat since then." - more- 4 The Company also offered some forward looking guidance with regard to the course of its business. Forward looking statements involve a number of risks and uncertainties including, but not limited to, product demand, pricing, market acceptance, risk of dependence on third party suppliers, intellectual property rights and litigation, risks in product and technology development and other risk factors detailed in CMD's Securities and Exchange Commission filings. The Company noted that its book-to-bill ratio for the June quarter was 0.73, compared to 0.98 in the previous quarter ended March 31, 1996. "Along with the rest of the semiconductor and related industries, we have seen many customers requiring much shorter lead times." Kalb said. "They are reducing their inventories, and giving us significantly shorter lead times than this time a year ago, greatly impacting the book-to-bill. Fortunately, we had already taken steps during the last year to reduce our manufacturing lead times by over one third, and are continuing to seek further improvements. This, together with slightly more inventory, should put us in a good position to respond to customer demands." "However," continued Kalb, "with shorter lead times and the resulting lower backlogs, the future becomes more difficult to predict. Based on what we can see now, revenues for the second quarter could be flat or up slightly over the first quarter. CMD is reacting to the changing environment, but slow to moderate growth will keep pressure on margins and profits. We are taking steps which should improve those margins and we will continue to control operating expenses tightly. We also have aggressive new design activity centered around CMD's thin film passive products, semiconductor peripheral integration programs, and particularly our new P/Active[JT1](TM) family of products. All these efforts should lead to improved growth opportunities when the Company and industry emerge from this transition period." Headquartered in Milpitas, California, California Micro Devices (CMD) designs, manufactures and markets integrated thin-film, silicon-based termination and filtering passive components and active electronic circuitry. CMD's products target the requirements of computer, networking and communication-based customers for smaller, densely integrated devices that operate at higher frequencies with superior performance and functionality. Statements contained herein which are not historical facts are forward looking statements. The forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Due to the risk factors discussed herein, the Company's future actual results could differ materially from those discussed above. - more- 5 CALIFORNIA MICRO DEVICES CORPORATION Balance Sheets (Amounts in thousands) (Unaudited) June 30, March 31, 1996 1996 -------- --------- ASSETS: Current assets: Cash and short-term securities $18,946 $22,150 Accounts receivable, less allowance for doubtful accounts of $909 and $960 4,558 4,500 Inventories 7,515 6,940 Prepaid expenses and other assets 462 585 ------- ------- Total current assets 31,481 34,175 Property, plant & equipment, net 11,564 9,314 Restricted cash 1,144 905 Other long term assets 450 534 Total assets $44,639 $44,928 ======= ======= LIABILITIES & SHAREHOLDERS' EQUITY: Current liabilities: Accounts payable $3,091 $2,832 Accrued salaries and benefits 1,032 1,250 Other accrued liabilities 3,355 4,279 Deferred margin on shipments to distributors 1,027 1,039 Current maturities of long-term debt and capital lease obligations 855 1,282 ------ ------ Total current liabilities 9,360 10,682 Long-term debt, less current maturities 7,490 7,490 Capital lease obligations, less current maturites 226 299 Deferred income - 107 ------- ------- Total liabilities 17,076 18,578 Shareholders' equity: Common stock - no par value; authorized 25,000,000; issued and outstanding 10,497,593 shares 56,378 55,442 Retained earnings (28,815) (29,092) ------- ------- Total shareholders' equity 27,563 26,350 ------- ------- Total liabilities and shareholders' equity $44,639 $44,928 - more- 6 CALIFORNIA MICRO DEVICES CORPORATION Statements of Operations (Amounts in thousands, except per share data) (Unaudited) Three Months Ended June 30, --------------------------- 1996 1995 ------------ ---------- Revenues: Net product sales $9,295 $8,344 Technology related revenues 300 303 ------ ----- Total revenues 9,595 8,647 Cost and expenses: Cost of sales 6,224 4,753 Research and development 987 866 Selling, marketing and administrative 2,152 2,474 ------ ------ Total costs and expenses 9,363 8,093 ------ ------ Operating income 232 554 Other (income) expense, net (100) 37 ------ ------ Income before income taxes 332 517 Income taxes (benefit) - - ------ ------ Net income $ 332 $ 517 ====== ====== Net income per share $0.03 $0.05 Weighted average common shares and share equivalents outstanding 11,020 9,782 ====== ====== ### 7 -----END PRIVACY-ENHANCED MESSAGE-----