<PAGE> 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 quarterly period ended JUNE 27, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1984
For the transition period from _________________to _________________
Commission file number 0-28062
-------
CERION TECHNOLOGIES INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 02-0485458
- ---------------------------------------- --------------------------------------
(State of incorporation) (I.R.S. Employer Identification Number)
1401 Interstate Drive
Champaign, Illinois 61821-1090
- ---------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (217) 359-3700
--------------------------
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June 27, 1997
- ----------------------------- -------------------------------
Common Stock, par value $.01 7,028,337 shares
<PAGE> 2
PART 1 -FINANCIAL INFORMATION
ITEM 1 -FINANCIAL STATEMENTS
CERION TECHNOLOGIES INC.
BALANCE SHEETS
(dollars in thousands except share and per share data)
<TABLE>
<CAPTION>
June 27, 1997 December 31, 1996
------------- -----------------
(unaudited)
<S) <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,939 $ 9,300
Short-term investments 1,750 -
Accounts receivable, net 4,707 2,928
Inventories, net 555 1,046
Prepaid expenses and other assets 505 395
Deferred income taxes 273 273
------- -------
Total current assets 13,729 13,942
Property, plant and equipment, net 8,587 9,391
Other assets 87 -
------- -------
$22,403 $23,333
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 2,649 $ 3,694
------- -------
Total current liabilities 2,649 3,694
Deferred income taxes 273 273
Stockholders' equity:
Preferred Stock, par value $.01 per share, 100,000
shares authorized, none issued - -
Common Stock, par value $.01 per share, 20,000,000
shares authorized, 7,028,337 and 7,016,184 shares
issued and outstanding, respectively 70 70
Additional paid-in capital 18,679 18,639
Retained earnings 732 657
------- -------
Total stockholders' equity 19,481 19,366
------- -------
$22,403 $23,333
======= =======
</TABLE>
The notes are an integral part of the financial statements.
1
<PAGE> 3
CERION TECHNOLOGIES INC.
STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
(unaudited) (unaudited)
June 27, 1997 June 28, 1996 June 27, 1997 June 28, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $7,104 $13,440 $15,370 $25,214
Cost of sales 6,157 8,456 13,419 15,554
------ ------- ------- -------
Gross profit 947 4,984 1,951 9,660
Selling, general and administrative expenses 1,034 1,392 2,016 2,868
------ ------- ------- -------
Operating income (loss) (87) 3,592 (65) 6,792
Interest income (expense) 102 81 190 (39)
------ ------- ------- -------
Income before provision for income taxes 15 3,673 125 6,753
Provision for income taxes 6 1,469 50 2,701
------ ------- ------- -------
Net income $ 9 $ 2,204 $ 75 $ 4,052
====== ======= ======= =======
Net income per share - $ 0.36 $ 0.01 $ 0.71
====== ======= ======= =======
Average common shares outstanding 7,022 6,039 7,020 5,723
</TABLE>
The notes are an integral part of the financial statements.
2
<PAGE> 4
CERION TECHNOLOGIES INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------
(unaudited)
June 27, 1997 June 28,1996
------------- ------------
<S> <C> <C>
Cash flows provided by (used in) operating activities:
Net Income $ 75 $ 4,052
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 1,266 880
Deferred income taxes - (520)
Changes in operating assets and liabilities:
Accounts receivable (1,779) (3,670)
Inventories 491 (6)
Prepaid expenses and other assets (110) -
Accounts payable and accrued expenses (1,045) 2,193
------- --------
Net cash provided by (used in) operating activities (1,102) 2,929
------- --------
Cash flows used in investing activities:
Additions to property, plant and equipment (449) (3,832)
Purchase of short-term investments (4,750) (3,932)
Proceeds from redemption of short-term investments 3,000 -
------- --------
Cash flows used in investing activites (2,199) (7,764)
------- --------
Cash flows provided by (used in) financing activities:
Debt issuance costs (100) -
Repayment of borrowings - (11,142)
Proceeds from shares issued 40 19,545
------- --------
Cash flows provided by (used in) financing activities (60) 8,403
------- --------
Decrease in cash (3,361) 3,568
Cash at beginning of period 9,300 173
------- --------
Cash at end of period $ 5,939 $ 3,741
======= ========
Supplemental disclosure of cash flow information:
Interest paid $ - $ 39
Taxes paid $ 84 $ 226
</TABLE>
The notes are an integral part of the financial statements.
3
<PAGE> 5
CERION TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. EARNINGS PER COMMON AND COMMON SHARE EQUIVALENTS
Earnings per common and common share equivalents are computed based on the
weighted average number of common shares and, as applicable, the weighted
average number of common share equivalents outstanding during the periods
presented.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
June 27, June 28,
1997 1996
-------- -------
<S> <C> <C>
Common shares outstanding 7,028,337 6,039,278
Common share equivalents None None
</TABLE>
The increase in the common shares outstanding primarily resulted from the
issuance by the Company of additional shares at the closing of the Company's
initial public offering on May 30, 1996.
2. REVOLVING CREDIT FACILITY
On March 7, 1997, the Company entered into a three year, $7.5 million revolving
credit facility ("facility") with The CIT Group/Business Credit, Inc. The
facility is collateralized by all the Company's assets and the Company may
borrow under the facility based upon prescribed advance rates calculated as a
percentage of the Company's accounts receivable and inventories.
The facility bears interest at the prime rate (as defined) plus 1/4 percent. The
facility's terms include a fee for the unused portion of the credit facility
equal to 3/8 percent, payable monthly. The facility contains certain covenants
that include a limitation on dividends and maintaining certain financial ratios.
No amounts were outstanding under the facility as of March 28, 1997.
In connection with obtaining the facility, the Company paid a closing fee equal
to one percent of the total facility and incurred other costs totaling
approximately $100,000. These costs will be amortized over the term of the
facility.
3. LIQUIDITY MATTERS
During the second half of 1996, and continuing since then, the market appears to
have been dominated by oversupply resulting in significant pricing pressures
and, consequently, the Company experienced sales volume reductions and net
losses for each of the last two quarters of 1996. In addition, during the same
period, some thin-film media manufacturers shifted towards vertically-integrated
production of disk substrates. No assurance can be given that further backwards
integration by thin-film media manufacturers or other industry factors will not
result in canceled orders or further sales volume reductions beyond levels
experienced in the second half of 1996. The Company does not believe current
market conditions will support price increases in the foreseeable future. Unless
the Company achieves substantial cost improvements, experiences increased demand
for its products and stabilizes pricing, the Company may incur operating losses
and negative cash flows from operating activities. Without such cost
improvements, increased demand and pricing stabilization, the Company could,
over an extended period of time, exhaust substantially all of its cash resources
and
4
<PAGE> 6
borrowing availability. In such event, the Company would be required to pursue
other alternatives to improve liquidity, including initiating plans for further
cost reductions, selling assets, deferring certain capital expenditures and
obtaining additional funding sources. No assurance can be given that the Company
will be able to successfully pursue such alternatives.
4. OTHER
The financial statements for the three month periods ended June 27, 1997 and
June 28, 1996 are prepared in accordance with generally accepted accounting
principles ("GAAP") for interim financials and reflect all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position and
operating results for the interim periods. These financial statements should be
read in conjunction with the financial statements and notes thereto, together
with management's discussion and analysis of financial condition and results of
operations, contained in the Company's Form 10-K dated March 24, 1997. The
results of operations for the three months ended June 27, 1997 are not
necessarily indicative of the results that may be expected for the entire fiscal
year ending December 31, 1997.
On May 30, 1996, the Company completed an initial public offering of 4,416,000
shares of its Common Stock at $13.00 per share. Of the 4,416,000 shares of
Common Stock sold, 1,615,000 shares were sold by the Company and 2,801,000 were
sold by Nashua Corporation. Nashua Corporation continues to own approximately
37% of the Company's outstanding Common Stock. The net proceeds to the Company
after the Underwriting Discount was $19,525,350.
On May 31, 1996, using proceeds from its initial public offering the Company
repaid in full the two outstanding Promissory Notes issued to Nashua Corporation
in March 1996 having a combined principal sum of $11,142,000.
The prepayments were made without penalty.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
FORWARD -LOOKING STATEMENTS -- SAFE HARBOR
- ------------------------------------------
This Report contains "forward-looking statements," including the statements
below regarding (i) trends affecting the Company's financial condition or
results of operations, including the effect of market conditions, (ii) the
Company's business strategies, including cost reduction, liquidity improvement
and targeted capital expenditures, (iii) the possible impact of cancellation of
orders by a major customer and backwards integration within the industry towards
the manufacture of aluminum disk substrates. Moreover, from time to time in both
written releases and reports and oral statements, the Company and its senior
management may express expectations regarding future performance of the Company.
The Company cautions investors not to place undue reliance on such statements.
All of these "forward-looking statements" are inherently uncertain and are not
guarantees of future performance. Investors must recognize that actual events
could cause actual results to differ materially from Senior Management's
expectations. Key risk factors that in particular, could have a material adverse
impact on current and future performance include (i) the Company's dependence on
a small number of customers, as evidenced by the cancellation of orders in July
1996 by one of the Company's two largest customers, (ii) a trend toward vertical
integration among thin-film disk manufacturers that may reduce demand for the
Company's products, as evidenced by a drastic curtailment by the Company's
largest customer in 1996, (iii) dependence on the intensely competitive and
cyclical hard-disk drive industry, (iv) absence of
5
<PAGE> 7
long-term purchase commitments from the Company's customers, and (v) risk of
excess industry capacity. See "Factors that Affect Future Results" of the
Company's Form 10-K filed with the Securities and Exchange Commission on March
31, 1997 for a more detailed discussion of factors, as updated by the foregoing
and other discussion in this Report, that could affect the Company's performance
and the value of its common stock (which section is incorporated herein by
reference). Such forward-looking statements speak only as of the date of this
report and the Company disclaims any duty to update such statements.
THREE MONTHS AND SIX MONTHS ENDED JUNE 27, 1997 AND JUNE 28, 1996
Net Sales. Net sales decreased $6.3 million, or 47%, to $7.1 million in
the three months ended June 27, 1997 from $13.4 million in the three months
ended June 28, 1996. Net sales decreased $9.8 million, or 39% to $15.4 million
in the six months ended June 27, 1997 from $25.2 million in the six months ended
June 28, 1996. The decrease in net sales resulted from the Company's largest
customer gradually decreasing orders to zero in the second half of 1996 as it
expanded its internal manufacturing capacity for aluminum disk substrates. This
customer represented 3% and 44% of the Company's revenue in the second quarter
of 1997 and 1996, respectively. Furthermore, this customer represented 4% and
45% of the Company's revenue in the six months ended June 27, 1997 and June 28,
1996, respectively. The decrease in net sales further resulted from a
significant loss of orders from a major customer, that cancelled all its
outstanding purchase orders in the third quarter of 1996. This customer resumed
buying substrates from Cerion in the fourth quarter of 1996 but at reduced
quantities with revenue from this customer being reduced 30% in the second
quarter of 1997 compared to the second quarter of 1996; and, a 41% reduction in
the first six months of 1997 compared to the the first six months of 1996. The
Company's two primary customers in 1997 represented 84% and 48% of the Company's
revenue in the second quarter of 1997 and 1996, respectively. Although the
Company has been able to replace a portion of this lost order volume as compared
to volume in the first six months of 1996, 27% of revenue in the first half of
1997 was from customers other than the Company's primary customer, has been with
customers that possess internal manufacturing capacity for aluminum disk
substrates. The customers with internal capacity use Cerion aluminum disk
substrates to bridge their current internal production shortfalls. Average sales
prices decreased significantly between the second quarter of 1996 and 1997
resulting in an average sales price in the second quarter of 1997 that was
approximately 28% lower than the second quarter of 1996. Average sales prices
have declined approximately 6% in the second quarter of 1997 compared to the
first quarter of 1997.
Gross Profit. Gross profit decreased $4.0 million to $1.0 million in the
three months ended June 27, 1997 from $5.0 million in the three months ended
June 28, 1996. Gross profit as a percentage of net sales decreased to 13.3% in
the second quarter of 1997 as compared to 37.1% in the second quarter of 1996.
Gross profit decreased $7.7 million to $2.0 million in the six months ended June
27, 1997 from $9.7 million in the six months ended June 28, 1996. Gross profit
as a percentage of net sales decreased to 12.7% in the first six months of 1997
compared to 38.3% in the first six months of 1996. The decrease in gross profit
was attributable to the underutilization of existing capacity which had been
expanded in the first half of 1996 and the spreading of higher fixed costs, due
to a larger available production capacity, over a lower sales volume in the
second quarter of 1997. Gross profit also decreased as a result of lower average
selling prices of the Company's products in the first half of 1997 as compared
to the first half of 1996.
Selling, General & Administrative Expenses. Selling, general and
administrative expenses decreased $358,000, or 25.7%, to $1.0 million in the
three months ended June 27, 1997 from $1.4 million in the three months ended
June 28, 1996. Selling, general and administrative expenses decreased $852,000,
or 29.7%, to $2.0 million in the six months ended June 27, 1997 from $2.9
million in the six months ended June 28, 1996. The decrease was due primarily to
higher nonrecurring costs incurred in the first half of 1996, including
6
<PAGE> 8
relocation costs for two executive officers and costs associated with
transitioning the Company from a captive supplier entity within the Nashua
Corporation group of affiliated companies to a stand-alone company. Furthermore,
lower spending associated with a decrease in the workforce, including lower
profit-sharing and performance-based bonus expenses and reduced research and
development spending contributed to the reduction in costs. Selling, general and
administrative expenses as a percentage of net sales increased to 14.5% in the
second quarter of 1997 compared to 10.4% in the second quarter of 1996. The
increase in the percentage resulted from a reduction in revenue.
Interest Income. Interest income consists of interest income from
short-term investments.
Provision for Income Taxes. Provision for income taxes was $6,000 for the
three months ended June 27, 1997 as compared to $1.5 million for the three
months ended June 28, 1996. The Company's effective tax rate was 40% in the
second quarter of 1997 and 1996.
Quarterly Results. The Company's revenues and earnings may fluctuate
significantly from quarter to quarter based on a variety of factors, including
(i) the timing and size of new and recurring orders from customers, (ii) the
introduction and marketing of new products by the Company and its competitors,
(iii) changes in demand for the Company's products, and (iv) general economic
conditions within the data storage industry, (v) timing of significant orders,
changes in pricing by the Company or its competitors, (vi) order cancellations,
modifications and quantity adjustments and shipment rescheduling, (vii) changes
in product mix, (viii) manufacturing yields and the level of utilization of the
Company's production capacity. The impact of these and other factors on the
Company's expense levels are based, in part, on its expectations as to future
sales. Because the Company's sales are generally made pursuant to purchase
orders that are subject to cancellation, modification, quantity reduction or
rescheduling generally without penalty, the Company's backlog as of any
particular date may not be indicative of sales for any future period, and
changes to purchase orders could cause the Company's net sales to fall below
expected levels. If sales levels are below expectations, operating results are
likely to be materially adversely affected. Furthermore, net income may be
disproportionately affected by a reduction in net sales because a
proportionately smaller amount of the Company's expenses varies with its sales.
As a result, the Company's operating results in any quarter may not be
indicative of its future performance and could have a material adverse effect on
the market price for the Company's Common Stock. In addition, the stock market
recently has experienced volatility which has affected the market price of
securities of many companies and which has sometimes been unrelated to the
operating performance of such companies. Factors such as announcements of new
products, alternative memory technology or strategic alliances by the Company or
its competitors, as well as the market condition in the information industry and
the movements in the prices of stocks in general may have a significant impact
on the market price of the Company's Common Stock.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements have been to fund working capital
needs, manufacturing capacity expansion and capital expenditures related to
manufacturing process automation. During 1996, these capital requirements were
satisfied by cash flows from operations and proceeds of the Company's initial
public offering, and in 1997 they have been satisfied from the proceeds of the
Company's initial public offering.
Net cash provided by (used in) operating activities was ($1.1) million and $2.9
million in the six months ended June 27, 1997 and June 28, 1996, respectively.
The decrease in cash provided by operating activities from the first six months
of 1996 to the first six months of 1997 was primarily due to the decrease in net
income and the
7
<PAGE> 9
increase in accounts receivable from December 31, 1996 to June 27, 1997
associated with growth of the Company's net sales in the three months ended June
27, 1997 compared to the three months ended December 31, 1996.
Net cash used in investing activities was $2.2 million and $7.8 million in the
first six months of 1997 and 1996, respectively. Cash used in investing
activities in 1996 was primarily for capital expenditures related to
modifications of existing equipment, purchases of new equipment and purchase of
short-term investments. In 1997, the primary investing activity was the purchase
of short-term investments. Newly purchased equipment in 1996 increased both
manufacturing capacities and efficiencies. The Company's short-term investments
are comprised of investment grade commercial paper.
Net cash provided by (used by) financing activities was $60,000 in the first six
months of 1997 primarily related to costs of obtaining the revolving credit
facility. In the first six months of 1996, net cash used by financing activities
was $8.4 million related to the proceeds of the Company's initial public
offering offset by the repayment of debt.
The Company's future capital requirements will be to fund working capital needs
and equipment purchases aimed at reducing manufacturing costs through changes to
the manufacturing process. The Company has committed $1.4 million in 1997 to an
automation project that it expects to complete by year-end. Future additional
capital expenditures will be required to increase automation within the
Company's manufacturing processes.
OUTLOOK
Cerion does not provide forecasts of potential financial performance. The
statements contained in this Outlook are based upon the intent, belief or
current expectations of the Company or its directors and officers. These
statements are forward-looking; actual results may differ materially.
Based upon anticipated cash flows from operating activities, remaining proceeds
from the initial public offering completed in 1996 and credit availability, the
Company believes that it has the liquidity and capital resources needed to meet
its financial commitments through 1997. The Company does not believe current
market conditions will support substantial price increases. Thus, any
improvement in operating performance will require cost improvements to occur.
Unless the Company achieves substantial cost improvements, increased demand and
no further price reductions beyond current levels, the Company may incur
operating losses and negative cash flows from operating activities. Without such
cost improvements and increased demand, at present cost levels and planned
capital expenditures of approximately $3.0 million annually, the Company over an
extended period of time will exhaust all or substantially all of its cash
resources and borrowing availability under its credit facility. In such event,
the Company would be required to pursue other alternatives to improve liquidity,
including further cost reductions, sales of assets, the deferral of certain
capital expenditures and obtaining additional sources of funds. No assurance can
be given that the company will be able to pursue such alternatives successfully.
Adverse industry conditions during the second half of 1996, and the first half
of 1997, in which available market supply exceeded demand is expected to
continue through the fourth quarter of 1997. Reduced demand combined with a
significant reduction in pricing caused the Company to incur net losses for the
last two quarters of 1996 and operate at substantially break-even for the first
half of 1997. These adverse industry conditions are expected to continue and the
Company may continue to incur operating losses and negative cash flows from
operating activities. Such net losses have, and, if they occur in the future
will
8
<PAGE> 10
impair the Company's liquidity and available sources of liquidity and will
continue to affect the Company adversely until significant product cost
improvements are achieved and combined with increased sales volumes to return
the Company to profitability.
The Company's gross margin percentage is largely a function of product mix sold
in any period. Various other factors, including unit volumes, costs and yield
issues associated with initiating production on new processes also will continue
to affect the amount of cost of sales and the variability of the gross margin
percentage in future quarters. Additionally, increased depreciation resulting
from the significant capital spending in 1996 and 1995, and planned capital
spending in 1997 will negatively impact gross margins in future periods. The
planned 1997 capital spending is focused in the area of manufacturing process
changes to reduce product cost.
Reduction in demand from either a reduction in the overall industry market
demand, further backwards integration by thin film media manufacturers or a
sudden loss of one or more customers will significantly impact the Company's
operating performance. Volatility in demand for the Company's products will have
a substantial impact to the Company's operating performance because of the fixed
cost element of the Company's product manufacturing relative to total costs.
FINANCIAL ACCOUNTING STANDARDS NO. 128
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS 128 replaces
primary earnings per share ("EPS") with basic EPS, which excludes dilution, and
requires presentation of both basic and diluted EPS on the face of the income
statement. Diluted EPS is computed similarly to the current fully diluted EPS.
SFAS 128 is effective for financial statements issued for periods ending after
December 15, 1997, and requires restatement of all prior-period EPS data
presented. The adoption of this statement is not expected to materially affect
either future or prior-period EPS.
FINANCIAL ACCOUNTING STANDARDS NO. 130
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS
130 requires the presentation of comprehensive income which represents the
change in equity of the Company from transactions and other events and
circumstances from nonowner sources. Comprehensive income includes all changes
in equity except those resulting from investments by owners and distributions to
owners. SFAS 130 is effective for financial statements issued for periods
beginning after December 15, 1997, and requires restatement of all prior-period
financial statements presented. The adoption of this statement is not expected
to materially affect either future or prior-period presentation of net income.
INFLATION
In the opinion of management, inflation has not had a material effect on the
operations of the Company.
9
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
On August 8, 1996, an individual plaintiff, Joshua Teitelbaum, initiated a
lawsuit against Cerion Technologies Inc. ("Cerion" or the "Company"), Nashua
Corporation ("Nashua"), William Blair & Co. ("Blair") and certain Cerion
directors and officers in the Circuit Court of Cook County, Illinois. On
September 4, 1996, a second individual plaintiff, Philippe Olczyk, initiated a
similar lawsuit against the Company, Nashua, Blair and certain Cerion directors
in the Circuit Court of Cook County, Illinois. Both lawsuits purport to be
brought on behalf of a class consisting of all persons (other than the
defendants) who purchased the common stock of Cerion between May 24, 1996 and
July 9, 1996.
These two cases were consolidated before the same judge. On March 24, 1997,
Teitelbaum and Olcyzk, joined by a third plaintiff, Robert K. Pickup, filed a
Consolidated Amended Class Action Complaint ("Consolidated Complaint") against
the Company, Nashua, Blair, and certain Cerion directors and officers. The
Consolidated Complaint supersedes the prior complaints and also purports to be
on behalf of a class consisting of all persons (other than the defendants) who
purchased the common stock of Cerion between May 24, 1996 and July 9, 1996. The
Consolidated Complaint alleges that, in connection with the Cerion initial
public offering, the defendants issued certain materially false and misleading
statements and omitted the disclosure of material facts regarding, in
particular, certain significant customer relationships. The Consolidated
Complaint alleges that the defendants violated sections 11, 12(a)(2), and 15 of
the 1933 Securities Act, section 13 of the Illinois Blue Sky Law, and the
Illinois Consumer Fraud and Deceptive Practices Act. The Consolidated Complaint
seeks a declaration that the case may proceed as a class action; damages;
rescission of the sale of Cerion common stock by Cerion and Nashua, to the
extent purchasers still hold Cerion shares, or rescissory damages, if they have
sold their Cerion stock; attorneys fees and costs; and other relief. The Company
believes the Consolidated Complaint to be without merit and is defending
vigorously against the consolidated case.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
- ------------------------------------------------------------
On May 7, 1997, at the Company's Annual Meeting of Shareholders, the Company's
stockholders met to consider and vote upon the following proposal:
(1) A proposal to elect two Class I directors to hold office for a
three-year term and until their respective successors have been duly
qualified and elected.
Results with respect to the voting on the above proposal were as follows:
Proposal 1: Ross W. Manire
FOR - 6,256,780 WITHHOLD AUTHORITY - 29,124
--- --------- ------------------ ------
David A. Peterson
FOR - 6,256,280 WITHHOLD AUTHORITY - 29,624
--- --------- ------------------ ------
10
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
A. Exhibits
11.1 Computation of Net Income per Common Share
B. Reports on Form 8-K
None.
11
<PAGE> 13
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 thereunto duly authorized.
CERION TECHNOLOGIES INC.
----------------------------------------
(Registrant)
Date: AUGUST 11, 1997 BY: /s/ Richard A. Clark
----------------------------------------
Richard A. Clark
Vice President-Finance,
Chief Financial Officer and Treasurer
(principal financial and duly authorized
officer)
12
<PAGE> 1
EXHIBIT 11.1
CERION TECHNOLOGIES INC.
COMPUTATION OF NET INCOME
PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended
------------------------------
June 27, 1997 June 28, 1996
------------- -------------
<S> <C> <C>
Net income $ 9 $2,204
====== ======
Shares:
Weighted average common shares outstanding during the period 7,022 6,039
Common equivalent shares -- --
------ ------
Average common and dilutive equivalent shares outstanding 7,022 6,039
====== ======
Net income per common share: $ -- $ 0.36
====== ======
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-27-1997
<EXCHANGE-RATE> 1
<CASH> 5,939
<SECURITIES> 1,750
<RECEIVABLES> 4,925
<ALLOWANCES> 218
<INVENTORY> 555
<CURRENT-ASSETS> 13,729
<PP&E> 14,374
<DEPRECIATION> 5,787
<TOTAL-ASSETS> 22,403
<CURRENT-LIABILITIES> 2,649
<BONDS> 0
0
0
<COMMON> 70
<OTHER-SE> 19,481
<TOTAL-LIABILITY-AND-EQUITY> 22,403
<SALES> 15,370
<TOTAL-REVENUES> 15,370
<CGS> 13,419
<TOTAL-COSTS> 13,419
<OTHER-EXPENSES> 2,016
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (190)
<INCOME-PRETAX> 125
<INCOME-TAX> 50
<INCOME-CONTINUING> 75
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
