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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
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EXCHANGE ACT OF 1934
--------------------
For the quarterly period ended: June 30, 1997 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number: 0-27252
AML COMMUNICATIONS, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 77-0130894
- ------------------------------- ------------------
(State or Other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1000 Avenida Acaso
Camarillo, California 93012
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(805) 388-1345
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(Issuer's telephone number including area code)
Check whether the issuer (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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock Outstanding as of July 31, 1997: 6,190,654
Number of pages in this Form 10-QSB 13
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AML COMMUNICATIONS, INC.
INDEX
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<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<S> <C> <C>
Item 1. Financial Statements (unaudited)
Statements of Income for the three month periods ended 3
June 30, 1997 and June 30, 1996
Balance Sheets at June 30, 1997 and March 31, 1997 4
Statements of Cash Flows for the three month periods ended 5
June 30, 1997 and June 30, 1996
Notes to the Financial Statements 6
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II OTHER INFORMATION 11
Item 6. Exhibits and Reports of Form 8-K 12
SIGNATURES 13
</TABLE>
2
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AML COMMUNICATIONS, INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
JUNE 30, 1997 June 30, 1996
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<S> <C> <C>
Net sales $ 2,515,000 $ 3,676,000
Cost of goods sold 1,270,000 1,708,000
----------- -----------
Gross profit 1,245,000 1,968,000
----------- -----------
Operating expenses:
Selling, general and administrative 663,000 707,000
Research and development 483,000 308,000
----------- -----------
1,146,000 1,015,000
----------- -----------
Operating income 99,000 953,000
Other income, net (80,000) (43,000)
----------- -----------
Income before provision for
income taxes 179,000 996,000
Provision for income taxes 66,000 368,000
----------- -----------
Net income $ 113,000 $ 628,000
=========== ===========
Earnings per common share $ 0.02 $ 0.10
=========== ===========
Weighted average number of shares of
common stock outstanding 6,599,000 6,499,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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AML COMMUNICATIONS, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1997 1997
-------------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash $ 4,568,000 $ 4,766,000
Marketable securities 3,452,000 3,259,000
Accounts receivable, net of allowance for doubtful accounts of
$230,000 at June 30, 1997, and $297,000 at March 31, 1997 1,964,000 1,910,000
Inventories 1,843,000 1,961,000
Other current assets 148,000 203,000
------------ ------------
Total current assets 11,975,000 12,099,000
------------ ------------
Property and Equipment:
Machinery and equipment 2,309,000 2,239,000
Furniture and fixtures 120,000 120,000
Leasehold improvements 516,000 516,000
------------ ------------
2,945,000 2,875,000
Less - Accumulated depreciation and amortization (1,055,000) (912,000)
------------ ------------
1,890,000 1,963,000
Deferred Taxes 332,000 332,000
Other Assets 149,000 149,000
------------ ------------
$ 14,346,000 $ 14,543,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $ 644,000 $ 857,000
Accrued expenses 415,000 603,000
Income taxes payable 311,000 244,000
Current portion of capital lease obligations 36,000 40,000
------------ ------------
Total current liabilities 1,406,000 1,744,000
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Capital Lease Obligations, net of current portion 56,000 62,000
------------ ------------
Stockholders' Equity:
Preferred stock, $.01 par value:
1,000,000 shares authorized; no shares issued or outstanding -- --
Common stock, $.01 par value:
15,000,000 shares authorized; 6,168,068 shares issued
and outstanding at June 30, 1997 and 6,082,190 shares issued and
outstanding at March 31, 1997 62,000 61,000
Capital in excess of par value 9,081,000 9,048,000
Retained earnings 3,741,000 3,628,000
------------ ------------
12,884,000 12,737,000
------------ ------------
$ 14,346,000 $ 14,543,000
============ ============
</TABLE>
The accompanying notes are an integral part of these balance sheets.
4
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AML COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
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JUNE 30, JUNE 30,
1997 1996
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(UNAUDITED)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 113,000 $ 628,000
Adjustments to reconcile net income
to net cash provided by (used in) operating activities:
Depreciation and amortization 143,000 103,000
Provision for losses on accounts receivable 197,000 121,000
Changes in assets and liabilities:
Decrease (increase) in:
Marketable securities (193,000) --
Accounts receivable (251,000) (638,000)
Inventories 118,000 (305,000)
Deferred tax asset -- (5,000)
Other assets 55,000 (135,000)
Increase (decrease) in:
Accounts payable (213,000) 278,000
Accrued expenses (187,000) 92,000
Income taxes payable 66,000 (13,000)
----------- -----------
Net cash provided by (used in) operating activities (152,000) 126,000
----------- -----------
Cash Flows from Investing Activities:
Proceeds from disposition of facility held for resale -- 1,300,000
Purchases of property and equipment (70,000) (1,049,000)
----------- -----------
Net cash provided by (used in) investing activities (70,000) 251,000
----------- -----------
Cash Flows from Financing Activities:
Exercise of stock options 34,000 160,000
Principal payments on noncurrent capital lease obligations (10,000) (349,000)
----------- -----------
Net cash provided by (used in) financing activities 24,000 (189,000)
----------- -----------
Net Increase (Decrease) in Cash and Cash Equivalents (198,000) 188,000
Cash and Cash Equivalents, beginning of period 4,766,000 6,312,000
----------- -----------
Cash and Cash Equivalents, end of period $ 4,568,000 $ 6,500,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 2,000 $ 9,000
=========== ===========
Income taxes $ 0 $ 0
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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AML COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
(UNAUDITED)
1. Basis of Presentation
AML Communications, Inc. (the "Company") designs and manufactures
multi-carrier amplifiers, masthead amplifiers, repeaters and related products
for the cellular, personal communication services ("PCS"), paging and other
communication markets.
The accompanying unaudited financial statements have been prepared in
conformity with generally accepted accounting principles. However, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted or condensed pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"). In the opinion of management all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
have been included. The results of operations and cash flows for the three
month periods presented are not necessarily indicative of the results of
operations for a full year. These financial statements should be read in
conjunction with the Company's March 31, 1997 audited financial statements and
notes thereto included in the Company's Annual Report to Shareholders on Form
10-KSB.
2. EARNINGS PER SHARE
Earnings per share are based upon the weighted average number of common
shares outstanding plus the dilutive effect of common stock equivalents. The
earnings per share calculations reflect a 3:2 stock split paid June 28, 1996 to
holders of record June 5, 1996. Primary and fully diluted earnings per share
were the same for all periods presented.
3. INVENTORIES
Inventories include costs of material, labor and manufacturing overhead
and are stated at the lower of cost (first-in, first-out) or market and consist
of the following:
<TABLE>
<CAPTION>
JUNE 30, 1997 MARCH 31, 1997
--------------- -----------------
UNAUDITED AUDITED
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<S> <C> <C>
Raw materials $1,503,000 $1,502,000
Work-in-process 263,000 409,000
Finished goods 77,000 50,000
---------- ----------
$1,843,000 $1,961,000
========== ==========
</TABLE>
6
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4. MARKETABLE SECURITIES
Marketable securities are interest bearing investments with maturities
of less than one year but greater than three months when purchased. These
securities are readily convertible to cash and are stated at cost, which
approximates market value.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This filing contains forward-looking statements which involve risks and
uncertainties. The Company's actual future may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause a
difference include, but are not limited to, product demand and the rate of
market acceptance, the effect of economic conditions, the impact of competitive
products and pricing, delays in product development, capacity and supply
constraints or difficulties, general business and economic conditions, and other
risks detailed in the Company's Securities and Exchange Commission filings.
RESULTS OF OPERATIONS
- ---------------------
THREE MONTHS ENDED JUNE 30, 1997 AND 1996
Net sales. Net sales for the three months ended June 30, 1997 were $2.5
million compared to $3.7 million in the corresponding period in 1996, a 31.6%
decrease. The decrease in sales is largely attributable to the decrease in
sales volume of the Company's cellular amplifiers which contributed $1.4
million, or 57.2% of net sales for the quarter. The decline in the cellular
amplifier product line is a result of the following factors: 1) Original
Equipment Manufacturers ("OEM's") have improved the amplifiers within their base
stations enabling the operator to achieve cost effective performance without
having to upgrade to the Company's amplifier. 2) Macrocell base stations are
being developed and sold at substantially lower prices than before, thereby
slowing the sales of microcell base stations. The Company's multicarrier
amplifier is designed to perform with the microcell base station; consequently,
sales of the Company's amplifiers have decreased. 3) The industry focus has
shifted to the Personal Communications Services ("PCS") market, slowing further
build-out of the cellular infra-structure.
Sales of amplifiers used in the Low Earth Orbit ("LEO") satellite network were
$508,000, or 20.2% of sales for the quarter ended June 30, 1997. The LEO
satellite network is designed to provide high-speed digital communication
worldwide through earth gateways. This revenue represents completion of the
Company's contract previously announced in January, 1997 to provide amplifiers
to a particular customer in the LEO satellite network. The Company currently
has no other contract for the production and shipment of LEO amplifiers,
although the Company is focusing on obtaining more business in this market
segment.
Gross profit. Gross profit for the three months ended June 30, 1997 was $1.2
million, or 49.5% of net sales, compared to $2.0 million, or 53.5% of net sales,
for the corresponding period in 1996. The percentage decrease is a result of
the revenue shortfall that occurred during the quarter which impeded the
Company's ability to efficiently absorb its labor and overhead expenses. The
Company believes the average selling prices and gross margins for its products
are likely to decline as cellular operators face pressures to reduce costs and
as competition intensifies among suppliers of equipment to the cellular
operators. Additionally, the Company has recently
8
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concentrated on targeting OEM based customers which are, historically, a price
competitive market. Such price competition could also impair the Company's
profit margin.
Selling, general and administrative costs. Selling, general and
administrative costs for the three months ended June 30, 1997 were $663,000, or
26.4% of net sales, compared to $707,000, or 19.2% of net sales, for the
corresponding period in 1996. The percentage difference related principally to
higher commission rates on noncellular revenue and a significant amount of
additional travel expense due to the Company's efforts to broaden its customer
base into the international market. The Company believes further investment in
sales and marketing will be necessary to promote the Company's products due to
the intensely competitive nature of the industry.
Research and development costs. Research and development costs for the three
months ended June 30, 1997 were $483,000, or 19.2% of net sales, compared to
$308,000, or 8.4% of net sales, for the corresponding period in 1996. The
absolute dollar increase was due primarily to the employment of additional
technical staff and increased material costs required to design and develop new
products for cellular, PCS and paging communications markets. The Company has
been focusing its efforts on the development of products for the PCS
infrastructure buildup.
Other income, net. Other income for the three months ended June 30, 1997
increased to $80,000 compared to $43,000 for the corresponding period in 1996.
The increase was due to interest income generated from investments.
Provision for taxes. For the three months ended June 30, 1997, the Company's
provision for income taxes was $66,000, an effective tax rate of 37% compared to
$368,000, an effective tax rate of approximately 37% for the corresponding
period in 1996. The difference between the rate used and the statutory rate of
approximately 40% is due to research and development tax credits available to
the Company which reduce taxes payable and tax free interest income generated
from certain investments.
Net income. For the reasons set forth above, the Company generated a net
income for the three months ended June 30, 1997, of $113,000, or 4.5% of net
sales compared to $628,000, or 17.1% of net sales in the corresponding period in
1996.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Historically, the Company has financed its operations primarily from
internally generated funds and, to a lesser extent, loans from stockholders and
capital lease obligations. In December 1995, the Company completed its initial
public offering of 1,725,000 shares of common stock (including the exercise of
the underwriters' over allotment option), raising net proceeds of approximately
$7.7 million. Of such net proceeds, $425,000 was used to repay loans from
certain stockholders and the remainder has been used to expand manufacturing
capability through the leasing and outfitting of substantially larger
facilities, the acquisition of equipment sufficient to produce higher product
quantities and the employment and training of additional employees capable of
expanding production and sales. The net proceeds of the initial public offering
are also being used to maintain increased inventory and working capital balances
to support higher operating levels.
9
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In August 1996 the Company renegotiated its revolving bank line of credit.
The new agreement is comprised of two separate credit facilities. The initial
facility is a $1,250,000 revolving line of credit, which bears interest at the
bank's reference rate (8.5 % at June 30, 1997) plus 0.75%. The second facility
is a $500,000 non-revolving line of credit with term repayment options which may
be used to finance up to 80% of the purchase price of equipment used in the
Company's business. Repayment of borrowings under this facility are in 47 equal
monthly installments beginning October 1, 1997, with interest at the bank's
reference rate plus 1.00%. Both facilities are secured by substantially all of
the Company's assets and expire on September 1, 1997. As of June 30, 1997,
there were no borrowings outstanding under either facility.
At June 30, 1997 the Company had $4.6 million in cash, and $3.4 million in
short-term tax exempt marketable securities. The Company's operating activities
used cash of approximately $152,000 for the three months ended June 30, 1997
primarily as a result of income from operations offset by decreases in accounts
payable, accrued expenses and increases in marketable securities and accounts
receivable. The Company's capital expenditures of $70,000 for the three months
ended June 30, 1997 were primarily for manufacturing test equipment and
information system improvements.
The Company believes that the net proceeds from the initial public offering,
together with cash provided by operations and available under the bank line of
credit, will be sufficient to finance the Company for at least the next 12
months. Inflation has not had a significant effect to date on the Company's
results of operations.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE RESULTS
- ---------------------------------------------------
Future operating results may be impacted by a number of factors that could
cause actual results to differ materially from those stated herein, which
reflect management's current expectations. These factors include industry
specific factors (including the reliance upon continued growth of the wireless
communications market, significant competition in the communications
infrastructure equipment industry characterized by rapid technological change,
new product development, product obsolescence, and significant price erosion
over the life of a product), the Company's ability to timely develop and produce
commercially viable products at competitive prices, the ability of the Company's
products to operate and be compatible with various OEM base station equipment,
the Company's ability to produce products which meet the quality standards of
both existing and potential new customers, the Company's ability to accurately
anticipate customer demand, the Company's ability to manage expense levels, the
availability and cost of components, the Company's ability to finance its
activities and maintain its financial liquidity and worldwide economic and
political conditions.
The Company has begun to experience significant price competition and expects
price competition in the sale of amplifiers to increase. No assurance can be
given that the Company's competitors will not develop new technologies or
enhancements to existing products or introduce new products that will offer
superior price or performance features. The Company expects its competitors to
offer new and existing products at prices necessary to gain or retain market
share. Several of the Company's competitors have substantial financial
resources, which may enable
10
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them to withstand sustained price competition or a downturn in the pricing of
its products, or otherwise, in the future. Substantially all of the Company's
competitors have, and potential future competitors could have, substantially
greater technical, marketing, distribution and other resources than the Company
and have, or could have, greater name recognition and market acceptance of their
products and technologies.
The Company currently sells a majority of its product into the operator
channel to market. As a result, the Company receives periodic order forecasts
from its major customers who have no obligation to purchase the forecasted
amounts. Nonetheless, the Company maintains significant work in process and raw
materials inventory as well as increased levels of technical production staff to
meet order forecasts and/or management's projections. To the extent its major
customers purchase less than the forecasted amounts, the Company will have
higher levels of inventory than otherwise needed, increasing the risk of
obsolescence and the Company will have increased levels of production staff to
support such forecasted orders. Such higher levels of inventory and increased
employee levels could reduce the Company's liquidity and could have a material
adverse effect on the Company's business, results of operation and financial
condition.
The markets in which the Company and its customers compete are characterized
by rapidly changing technology, evolving industry standards and communications
protocols and continuous improvements in products and services. The Company's
future success depends on its ability to enhance its current products and to
develop and introduce in a timely manner new products that keep pace with
technological developments, industry standards and communications protocols,
compete effectively on the basis of price, performance and quality, adequately
address OEM customer and end-user customer requirements and achieve market
acceptance. The Company believes that to remain competitive in the future it
will need to continue to develop new products, which will require the investment
of significant financial resources in new product development. In this regard,
in anticipation of the deployment of PCS, the Company has developed a line of
amplifiers for PCS networks. There can be no assurance that the Company's PCS-
based products will achieve market acceptance, or that the Company will
manufacture such products at competitive prices in sufficient volumes. In the
event the Company's PCS-based products are not timely developed or do not gain
market acceptance, the Company's business, results of operations and financial
condition could be materially adversely affected.
11
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) There were no Reports on Form 8-K filed by the Company during the
quarter ended June 30, 1997.
12
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AML Communications, Inc.
Date: August 4, 1997 /s/Kirk A. Waldron
------------------
Kirk A. Waldron
Vice President, Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
13
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,568,000
<SECURITIES> 3,452,000
<RECEIVABLES> 1,964,000
<ALLOWANCES> 230,000
<INVENTORY> 1,843,000
<CURRENT-ASSETS> 11,975,000
<PP&E> 2,945,000
<DEPRECIATION> 1,055,000
<TOTAL-ASSETS> 14,346,000
<CURRENT-LIABILITIES> 1,406,000
<BONDS> 0
0
0
<COMMON> 9,143,000
<OTHER-SE> 3,741,000
<TOTAL-LIABILITY-AND-EQUITY> 14,346,000
<SALES> 2,515,000
<TOTAL-REVENUES> 2,515 000
<CGS> 1,270,000
<TOTAL-COSTS> 1,270,000
<OTHER-EXPENSES> (80,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 179,000
<INCOME-TAX> 66,000
<INCOME-CONTINUING> 113,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 113,000
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
