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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 30, 1997
COMPUTER PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 0-4466 59-1205269
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(State or other jurisd- (Commission (IRS Employer
iction of incorporation) File Number) Identification No.)
7900 Glades Road, Suite 500, Boca Raton, Florida 33434-4105
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (561) 451-1000
- --------------------------------------------------------------------------------
N/A
(Former name or former address, if changed since last report)
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<PAGE>
Item 5. Other Events.
On April 17, 1997, the Company announced its intention to sell its Industrial
Automation division, RTP Corp. ("RTP"), pursuant to a plan of disposal approved
by the Board of Directors (the "measurement date"). The Company is required,
pursuant to Accounting Principle Board No. 30, to restate its audited financial
statements for all periods prior to the Measurement Date which are to be
included in its Registration Statement on Form S-4 that was initially filed with
the Securities and Exchange Commission on September 25, 1997. Accordingly, the
audited financial statements of the Company for the fiscal years 1996, 1995 and
1994 have been restated to give effect to the discontinuance of RTP's operations
and are as set forth below. Such restated financial statements will be
incorporated by reference into the Company's Registration Statement on Form S-4,
of which the Joint Proxy Statement/Prospectus to be delivered to the Company's
shareholders and the shareholders of Zytec forms a part.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Computer Products, Inc.:
We have audited the accompanying consolidated statements of financial condition
of Computer Products, Inc. (a Florida corporation) and subsidiaries as of
January 3, 1997 and December 29, 1995, and the related consolidated statements
of operations, shareholders' equity and cash flows for the three fiscal years
ended January 3, 1997. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Computer Products, Inc. and
subsidiaries as of January 3, 1997 and December 29, 1995, and the results of
their operations and their cash flows for the three fiscal years ended January
3, 1997 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
October 28, 1997.
<PAGE>
COMPUTER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
SALES $207,563 $174,451 $136,193
COST OF SALES 132,689 110,833 88,187
--------- -------- --------
GROSS PROFIT 74,874 63,618 48,006
--------- -------- --------
EXPENSES
Selling, general and administrative 30,877 29,904 28,997
Research and development 15,741 14,057 9,268
--------- -------- --------
46,618 43,961 38,265
--------- -------- --------
OPERATING INCOME 28,256 19,657 9,741
--------- -------- --------
OTHER INCOME (EXPENSE)
Interest expense (2,734) (3,253) (3,709)
Interest income 1,079 1,116 522
Foreign exchange loss (825) (13) (60)
--------- -------- --------
(2,480) (2,150) (3,247)
--------- -------- --------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 25,776 17,507 6,494
PROVISION FOR INCOME TAXES 6,702 4,902 2,200
--------- -------- --------
INCOME FROM CONTINUING OPERATIONS BEFORE
EXTRAORDINARY ITEM 19,074 12,605 4,294
DISCONTINUED OPERATIONS
Income from operations, net of income taxes of
$177, $588 and $910, respectively 504 1,512 1,765
EXTRAORDINARY ITEM - (397) -
--------- -------- --------
NET INCOME $19,578 $ 13,720 $ 6,059
========= ======== ========
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
PRIMARY-
Income from continuing operations before
extraordinary item $ 0.78 $ 0.55 $ 0.21
Income from discontinued operations 0.02 0.06 0.08
Extraordinary item - (0.02) -
--------- -------- --------
Net income $ 0.80 $ 0.59 $ 0.29
========= ======== ========
ASSUMING FULL DILUTION-
Income from continuing operations before
extraordinary item $ 0.76 $ 0.55 $ 0.21
Income from discontinued operations 0.02 0.06 0.08
Extraordinary item - (0.02) -
--------- ------- --------
Net income $ 0.78 $ 0.59 $ 0.29
========= ======== ========
COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING
Primary 24,517 23,078 20,929
Fully Diluted 25,026 24,552 28,584
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
COMPUTER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
As of the Friday Nearest December 31
(Amounts in Thousands Except Share Data)
<TABLE>
<CAPTION>
1996 1995
--------- ---------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and equivalents $26,141 $26,650
Accounts receivable, net of allowance for doubtful
accounts of $1,300 at January 3, 1997 and
$1,214 at December 29, 1995 35,989 25,755
Inventories 28,726 29,050
Prepaid expenses and other 2,038 2,539
Deferred income taxes, net 965 517
Current assets of discontinued operations 7,646 6,400
--------- ---------
Total current assets 101,505 90,911
--------- ---------
PROPERTY, PLANT & EQUIPMENT, NET 28,686 26,668
--------- ---------
OTHER ASSETS
Goodwill, net 20,022 13,532
Deferred income taxes, net 863 2,521
Other assets 1,171 1,675
Long-term assets of discontinued operations 1,594 1,184
--------- ---------
Total other assets 23,650 18,912
--------- ---------
$153,841 $136,491
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 4,155 $ 2,719
Accounts payable and accrued liabilities 34,210 33,685
Current liabilities of discontinued operations 2,055 2,515
--------- ---------
Total current liabilities 40,420 38,919
--------- ---------
LONG-TERM LIABILITIES
Long-term debt 23,408 29,849
Lease liabilities 5,994 6,201
--------- ---------
Total long-term liabilities 29,402 36,050
--------- ---------
Total liabilities 69,822 74,969
--------- ---------
COMMITMENTS AND CONTINGENCIES (see Notes 7, 9 and 11)
SHAREHOLDERS' EQUITY
Preferred stock, par value $.01; 1,000,000 shares
authorized; none issued
Common stock, par value $.01; 80,000,000 shares authorized;
23,849,759 shares issued and outstanding at January 3,
1997 (23,052,781 at December 29, 1995) 239 231
Additional paid-in capital 44,724 40,633
Retained earnings 38,783 20,886
Foreign currency translation adjustment 273 (228)
--------- ---------
Total shareholders' equity 84,019 61,522
--------- ---------
$153,841 $136,491
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
COMPUTER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands)
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income $19,578 $13,720 $ 6,059
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 6,188 4,878 4,596
Deferred income taxes 724 2,533 1,872
Provision for inventory losses 1,536 3,777 2,828
Other noncash charges (516) 627 425
Changes in operating assets and liabilities:
Increase in accounts receivable (8,525) (3,333) (1,453)
(Increase)decrease in inventories and
prepaid expenses and other 597 (15,217) (5,977)
Increase in accounts payable and accrued
liabilities 1,537 10,949 3,084
Net cash provided by (used in) discontinued
operations (1,220) (676) 1,264
--------- --------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 19,899 17,258 12,698
--------- --------- ---------
INVESTING ACTIVITIES
Purchases of property, plant & equipment (6,025) (7,011) (4,115)
Proceeds from sale of building - 1,524 -
Purchase of Jeta Power Systems, Inc., net of
cash acquired (9,577) - -
Investing activities of discontinued operations (897) (397) (512)
(Increase) decrease in other assets (6) 1,130 (492)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (16,505) (4,754) (5,119)
--------- --------- ---------
FINANCING ACTIVITIES
Principal payments on debt and leases (5,235) (1,947) (1,259)
Proceeds from exercises of stock options 3,284 4,209 253
Repurchases of common stock (2,032) (8,305) -
Issuance of long-term debt - 24,375 3,600
Repurchase of convertible subordinated
debentures - (24,505) (520)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (3,983) (6,173) 2,074
--------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
EQUIVALENTS 80 108 412
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS (509) 6,439 10,065
CASH AND EQUIVALENTS, BEGINNING OF YEAR 26,650 20,211 10,146
--------- -------- --------
CASH AND EQUIVALENTS, END OF YEAR $26,141 $26,650 $20,211
========= ========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES
CASH PAID DURING THE YEAR FOR:
Interest $ 2,783 $ 3,274 $ 3,877
Income taxes 1,271 878 534
NONCASH INVESTING AND FINANCING ACTIVITIES:
Fair value of assets acquired in connection
with Jeta's acquisition 14,055 - -
Liabilities assumed in connection with Jeta's
acquisition 1,916 - -
Goodwill reduction from utilization of loss
carryforwards 606 646 795
Common stock issued from conversion of
debentures - 9,402 -
Tax benefit from exercises of stock options 1,066 1,945 -
Long-term debt incurred to purchase fixed
assets - - 857
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
COMPUTER PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended on the Friday Nearest December 31
(Amounts in Thousands)
<TABLE>
Foreign
Additional Currency
Common Stock Paid-in Retained Translation
Shares Amount Capital Earnings Adjustment
----------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993 20,141 $201 $26,840 $7,462 $(1,701)
Issuance of common stock 42 1 98
Issuance of common stock under stock option
and employee purchase plans 120 1 252
Foreign currency translation adjustment 745
Net income 6,059
----------- ----------- ------------- ----------- --------------
Balance, December 30, 1994 20,303 203 27,190 13,521 (956)
Issuance of common stock 33 100
Issuance of common stock under stock option
and employee purchase plans 1,883 19 3,955
Tax benefit from exercises of stock options 1,945
Repurchases and retirement of common stock (1,138) (11) (1,939) (6,355)
Conversion of convertible subordinated
debentures 1,972 20 9,382
Foreign currency translation adjustment 728
Net income 13,720
----------- ----------- ------------- ----------- --------------
Balance, December 29, 1995 23,053 231 40,633 20,886 (228)
Issuance of common stock 8 100
Issuance of common stock under stock option
and employee purchase plans 986 10 3,274
Tax benefit from exercises of stock options 1,066
Repurchases and retirement of common stock (197) (2) (349) (1,681)
Foreign currency translation adjustment 501
Net income 19,578
----------- ----------- ------------- ----------- --------------
Balance, January 3, 1997 23,850 $239 $44,724 $38,783 $ 273
=========== =========== ============= =========== ==============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
COMPUTER PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION The consolidated financial statements include the
accounts of Computer Products, Inc. (the "Company") and its subsidiaries.
Intercompany accounts and transactions have been eliminated in consolidation.
FISCAL YEAR The Company's fiscal year ends on the Friday nearest December 31,
which results in a 52- or 53-week year. The fiscal years ended January 3, 1997,
December 29, 1995 and December 31, 1994 comprise 53, 52 and 52 weeks,
respectively.
CASH AND EQUIVALENTS Only highly liquid investments with original maturities of
90 days or less are classified as cash and equivalents. These investments are
carried at cost, which approximates market value.
INVENTORIES Inventories are stated at the lower of cost, on a first-in,
first-out basis, or market.
PROPERTY, PLANT & EQUIPMENT Property, plant and equipment are stated at cost.
Depreciation is provided for on the straight-line method over the estimated
useful lives of the assets ranging from three to 30 years. Leasehold
improvements are recorded at cost and are amortized using the straight-line
method over the remaining lease term or the economic useful life, whichever is
shorter. Major renewals and betterments are capitalized, while maintenance,
repairs and minor renewals are expensed as incurred.
GOODWILL The excess of purchase price over net assets of acquired companies
(goodwill) is capitalized and amortized on a straight-line basis over periods
ranging from 20 to 40 years. Related accumulated amortization was $5,779,000 and
$4,943,000 at January 3, 1997 and December 29, 1995, respectively. On a periodic
basis, the Company estimates the future undiscounted cash flows and operating
income of the businesses to which goodwill relates in order to ensure that the
carrying value of such goodwill has not been impaired.
STOCK-BASED COMPENSATION PLANS In 1995, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation" ("SFAS 123"). SFAS 123 allows either adoption of a
fair value based method of accounting for stock-based compensation or
continuation of accounting under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") and related
Interpretations with supplemental disclosures. The Company has chosen to
continue to account for its stock option and its employee stock purchase plans
using the intrinsic value based method prescribed in APB 25. Pro forma
disclosures of net income and earnings per share as if the fair value method had
been adopted are presented below (see Note 13).
FOREIGN CURRENCY TRANSLATION The functional currency of the Company's European
subsidiaries is the foreign subsidiary's local currency. Assets and liabilities
are translated from their functional currency into U.S. dollars using exchange
rates in effect at the balance sheet date. Income and expense items are
translated using average exchange rates for the period. The effect of exchange
rate fluctuations on translating foreign currency assets and liabilities into
U.S. dollars is included in shareholders' equity. Foreign exchange transaction
gains and losses are included in the results of operations. The functional
currency of the Company's Asian subsidiaries is the U.S. dollar, as their
transactions are substantially denominated in U.S. dollars. Financial exposure
may result from the timing of transactions and the movement of exchange rates.
REVENUE RECOGNITION The Company recognizes revenue as products are shipped or
services are rendered.
PRODUCT WARRANTY The Company records estimated product warranty costs in the
period in which the related sales are recognized.
INCOME TAXES Income taxes provided reflect the current and deferred tax
consequences of events that have been recognized in the Company's financial
statements or tax returns. The realization of deferred tax assets is based on
historical tax positions and expectations about future taxable income.
EARNINGS PER SHARE Earnings per share is calculated using the weighted average
number of common shares outstanding during each period, adjusted for the impact
of dilutive common stock equivalents using the treasury stock method of
accounting.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
RECLASSIFICATIONS Certain amounts in the 1996, 1995 and 1994 financial
statements have been reclassified to reflect discontinued operations as
described in Note 18.
2. INVENTORIES
The components of inventories are as follows ($000s):
1996 1995
-------- --------
Raw materials $14,953 $13,940
Work in process 4,424 3,695
Finished goods 9,349 11,415
-------- --------
Inventories $28,726 $29,050
======== ========
3. PROPERTY, PLANT & EQUIPMENT
Property, plant & equipment is comprised of ($000s):
1996 1995
-------- --------
Land $ 764 $ 762
Buildings 19,061 18,428
Equipment 33,334 27,830
Leasehold improvements 1,591 1,209
-------- --------
54,750 48,229
Less accumulated depreciation and amortization 26,064 21,561
-------- --------
Property, plant & equipment, net $28,686 $26,668
======== ========
Depreciation and amortization expense was $4,741,000, $3,557,000 and $3,023,000
in fiscal years 1996, 1995 and 1994, respectively.
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The components of accounts payable and accrued liabilities are as follows
($000s):
1996 1995
-------- --------
Accounts payable $16,135 $15,947
Accrued liabilities:
Compensation and benefits 5,794 7,895
Income taxes payable 5,080 2,272
Other 7,201 7,571
-------- --------
$34,210 $33,685
======== ========
At January 3, 1997 and December 29, 1995, other accrued liabilities primarily
consists of accruals for product warranty costs, commissions, advertising,
accounting and legal fees, and other taxes.
<PAGE>
5. ACQUISITION
Effective August 23, 1996, the Company acquired the remaining 90% of the
outstanding capital stock of Jeta Power Systems, Inc. ("Jeta") for approximately
$11.25 million in cash. Jeta designs, manufactures and markets medium-to-high
power systems in the 400 watt to 4 kilowatt range for applications in
telecommunications, networking, computing and instrumentation markets. The
Company had purchased an initial 10% of Jeta's capital stock during 1984 for
approximately $433,000. The Company used cash on hand to pay for the
acquisition.
The acquisition was accounted for under the purchase method of accounting.
Accordingly, $7.9 million, representing the excess of the purchase price over
the estimated fair value of the net assets acquired, has been recorded as
goodwill and is being amortized on a straight-line basis over a period of 20
years. Jeta's results of operations have been included in the Company's
consolidated financial statements from the date of acquisition and are not
significant in relation to the Company's consolidated financial statements;
accordingly, pro forma financial disclosures have not been presented.
6. LINE OF CREDIT
On April 4, 1995, the Company entered into an unsecured credit agreement with a
bank, which provided for a $20 million revolving line of credit that extends
through April 1, 1998. The agreement provides for interest at the Company's
option of either .75% above the London Interbank Offered Rate ("LIBOR") or at
the prime rate minus .50%, and includes a fee of .25% on the unused balance. The
agreement contains certain restrictive covenants which, among other things,
require the Company to maintain certain financial ratios and limit the purchase,
redemption or retirement of capital stock and other assets. As of January 3,
1997, the Company had made no borrowings under the line of credit and was in
compliance with the agreement's covenants.
7. LONG-TERM DEBT
Long-term debt is comprised of the following:
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
($000s) ($000s)
8.25% interest-bearing note, due in bi-annual installments, maturing
April 1, 2002 (a) $23,500 $25,000
6.9% mortgage note due in monthly installments of $27,700,
including interest, through June 28, 2001 (b)(d) 3,385 3,477
7.5% mortgage note, paid in full in 1996 3,065
Non-interest-bearing note, due 1997, net of unamortized discount of $80,000 and
$155,000, respectively, based on an imputed interest rate
of 10% (c)(d) 354 618
Non-interest-bearing Senior Subordinated Note due
in common stock of the Company on January 3, 1996 100
Other 324 308
---------- ----------
27,563 32,568
Less current maturities 4,155 2,719
---------- ----------
Long-term debt $23,408 $29,849
========== ==========
</TABLE>
<PAGE>
(a)On April 4, 1995, the Company entered into an unsecured credit
agreement with a bank which provided for a $25 million seven-year term
loan. Remaining payments are as follows: $1,500,000 due on April 1,
1997, and $2,200,000 due on April 1 and October 1 of each year
beginning October 1, 1997 until maturity, with interest payable
monthly. Proceeds from the term loan were used to redeem the Company's
Debentures (see Note 8). The agreement contains certain restrictive
covenants which are the same as those discussed in Note 6. In May 1995,
the Company entered into an Interest Rate Collar Agreement with the
bank, which set boundaries for the interest payment terms on its $25
million term loan. The agreement placed a ceiling of 9.75% on the
Company's floating rate option in exchange for the bank's ability to
elect a fixed rate option of 8.25%. In June 1995, the bank exercised
its option to receive interest at the fixed rate for the remaining term
of the loan.
(b)On June 28, 1994, the Company obtained a $3,600,000 seven-year
commercial mortgage loan from a bank at a fixed interest rate of 6.9%
for the first three years, repriced thereafter at 250 basis points over
the then prevailing four-year U.S. Treasury Index. The loan is secured
by a first mortgage on a subsidiary's facility in Wisconsin and by the
Company's guaranty. The loan proceeds were used to provide additional
working capital.
(c)On December 30, 1994, the Company purchased a building for
approximately $922,000 from the Industrial Development Authority
("IDA") of Ireland in exchange for a three year non-interest-bearing
note. The note specifies repayment in three yearly installments due on
September 30, 1995, 1996 and 1997.
(d) Collateralized by properties with an aggregate net book value of
approximately $4,906,000 at January 3, 1997.
Maturities of long-term debt are as follows: $4,235,000 in 1997, $4,533,000 in
1998, $4,541,000 in 1999, $4,550,000 in 2000, $7,356,000 in 2001 and $2,428,000
thereafter.
8. CONVERTIBLE SUBORDINATED DEBENTURES
The Company's 9.5% Convertible Subordinated Debentures (the "Debentures") due
1997 were issued pursuant to an underwritten public offering. The Debentures
were subordinated to all existing and future Senior Indebtedness of the Company
(as defined in the indenture), and were convertible into shares of common stock
at a conversion price of $4.625 per share, subject to adjustment as set forth in
the indenture.
In 1992, the Company repurchased $4.0 million in principal of the Debentures for
a purchase price of $3,874,000. Additionally, in 1994 the Company repurchased
$512,000 in principal of the Debentures for a purchase price of $520,000. The
respective gain and loss on repurchase, net of unamortized issuance costs, was
not material to the Company.
In May 1995, the Company called for redemption all of its outstanding
Debentures, which amounted to $33.4 million. The Debentures were redeemed for an
aggregate amount of $1,054.86 per $1,000 of principal amount (consisting of a
redemption payment of $1,010 plus accrued and unpaid interest of $44.86). As a
result of the redemption, holders of Debentures representing a principal amount
of $9.1 million elected to convert the Debentures into 1,972,085 shares of the
Company's common stock, pursuant to the terms of the Debentures, while the
balance of $24.3 million was redeemed. This transaction resulted in an increase
in shareholders' equity of approximately $9.4 million. The redemption resulted
in an extraordinary loss of approximately $397,000 (net of taxes of $187,000),
consisting of a 1% redemption premium of $165,000 and a write-off of unamortized
financing costs of $232,000.
<PAGE>
9. LEASE COMMITMENTS
The Company is obligated under noncancelable operating leases for facilities and
equipment that expire at various dates through 2005 and contain renewal options
at favorable terms. Future minimum annual rental obligations and noncancelable
sublease income are as follows ($000s):
Rental Sublease
YEAR Obligations Income
---------- -----------
1997 $ 3,685 $2,398
1998 3,055 399
1999 2,788
2000 2,721
2001 2,444
Thereafter 11,166
---------- -----------
Total $25,859 $2,797
========== ===========
Rental expense under operating leases amounted to $2,670,000, $2,309,000 and
$2,071,000 in fiscal 1996, 1995 and 1994, respectively. Sublease income was
$1,886,000, $1,655,000 and $1,611,000 for fiscal 1996, 1995 and 1994,
respectively.
Lease liabilities have been recorded for certain leased manufacturing facilities
no longer deployed in the Company's operations. Although the facilities are
being subleased, the future lease obligations exceed future sublease income,
thereby creating loss contracts. The aggregate minimum annual rental obligations
and sublease income under these leases have been included in the lease
commitments table presented above. Lease liabilities are estimated based on
contract provisions and historical and current market rates. These estimates can
be materially affected by changes in market conditions.
10. INCOME TAXES
The components of the income from continuing operations provision for income
taxes consist of the following ($000s):
1996 1995 1994
------- -------- -------
Currently payable:
Federal $1,565 $ 299 $ 170
State 1,961 665 596
Foreign 2,452 1,405 483
------- -------- -------
Total current 5,978 2,369 1,249
------- -------- -------
Deferred provision:
Federal 435 2,280 739
State 134 186 212
Foreign 155 67
------- -------- -------
Total deferred 724 2,533 951
------- -------- -------
Total provision for income taxes $6,702 $4,902 $2,200
======= ======== =======
The exercise of nonqualified stock options resulted in state and federal income
tax benefits to the Company related to the difference between the fair market
price of the stock at the date of exercise and the exercise price. In fiscal
1996 and 1995, the provision for income taxes excludes current tax benefits of
$1,066,000 and $1,945,000, respectively, related to the exercise of stock
options credited directly to additional paid-in capital.
During fiscal 1996, 1995 and 1994, the Company utilized tax loss carryforwards
obtained in a prior business combination. The effect of utilizing these
carryforwards was to reduce goodwill by approximately $606,000, $646,000 and
$795,000 in 1996, 1995 and 1994, respectively.
Income taxes have not been provided on the undistributed earnings of the
Company's foreign subsidiaries, which approximated $32.1 million as of January
3, 1997, as the Company does not intend to repatriate such earnings.
The components of the Company's income from continuing operations before
provision for income taxes consist of the following ($000s):
1996 1995 1994
------- -------- -------
U.S. $16,414 $11,803 $4,332
Foreign 9,362 5,704 2,162
------- -------- -------
Total income before income taxes $25,776 $17,507 $6,494
======= ======== =======
The Company's effective tax rate differs from the U.S. statutory federal income
tax rate due to the following:
<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ----------
<S> <C> <C> <C>
U.S. federal statutory tax rate 35.0% 35.0% 34.0%
Foreign tax effects (2.5) (2.7) (2.8)
Amortization of goodwill 0.4 0.3 0.7
Change in the valuation allowance (15.4) (11.7) (8.4)
Effect of AMT and state income taxes 8.3 7.3 7.7
Other 0.2 (0.2) 2.8
--------- --------- ----------
Effective income tax rate 26.0% 28.0% 34.0%
========= ========= ==========
</TABLE>
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's net deferred tax assets as of January 3, 1997 and December 29,
1995 are as follows ($000s):
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Net operating loss carryforwards (expiring 2003 through 2010) $ 2,807 $ 2,725
Tax credit carryforwards (expiring 1998 through 2001) 2,080 2,034
Acquired net operating loss carryforwards - 1,211
Lease liabilities 2,395 2,474
Inventory reserves 2,137 2,007
Other accrued liabilities 1,851 2,133
Allowance for bad debt 778 622
Other (1,294) (278)
------------ ------------
Total deferred tax assets 10,754 12,928
Valuation allowance (8,926) (9,890)
------------ ------------
Deferred income tax assets, net $ 1,828 $ 3,038
============ ============
</TABLE>
The valuation allowance at January 3, 1997 includes approximately $4.9 million
related to the exercise of stock options which, when recognized, will be
credited directly to additional paid-in capital. During the year ended January
3, 1997, the valuation allowance decreased by approximately $1.0 million mainly
due to the utilization of tax loss carryforwards. In assessing the likelihood of
utilization of existing deferred tax assets, management has considered the
historical results of operations and the current operating environment.
Management believes, more likely than not, that future taxable income will be
sufficient to utilize deferred tax assets of $1.8 million.
<PAGE>
11. CONTINGENCIES
In current and prior years, the Company received grant assistance, under grant
agreements, from the IDA in connection with the Company's establishment of its
Irish manufacturing operations. The funds received reduced the cost of the
facility and equipment and operating expenses. On October 26, 1994, the Company
entered into a new Grant Agreement whereby the IDA granted the sum of
approximately $2.0 million to the Company in consideration for the Company
providing employment for a given number of Irish citizens, over a three-year
period. As of January 3, 1997, the Company had received approximately $1.9
million of the $2.0 million grant. The funds received reduced operating expenses
incurred in connection with the expansion of the Company's operations in
Ireland. In the event of noncompliance with certain terms and conditions of the
above-mentioned grant agreements, the Company may be required to repay
approximately $2.5 million of funds received to date. Management believes that
noncompliance with the agreements is unlikely.
12. STOCK REPURCHASES
During fiscal 1996 and 1995, the Company repurchased and retired a total of
197,000 and 1,138,000 shares, respectively, of its common stock pursuant to a
share buy-back plan announced in May 1995. According to the plan, the Company
intends to repurchase and retire from time to time up to an aggregate of
2,000,000 shares through open market transactions to minimize the dilutive
effect of the shares issued to converting debenture holders. The excess of the
cost of shares repurchased over par value was allocated to additional paid-in
capital based on the pro rata share amount of additional paid-in capital for all
shares with the difference charged to retained earnings.
13. STOCK-BASED COMPENSATION PLANS
EMPLOYEE STOCK OPTION PLANS Under the Company's 1981 Incentive Stock Option
Plan, options were granted to purchase up to 2,000,000 shares of the Company's
common stock at prices not less than the fair market value at date of grant. The
options generally vest at the rate of 25% per year beginning one year from the
date of grant. The options expire 10 years from the date of the grant or three
months after termination of employment, if earlier.This plan was replaced by the
1990 Performance Equity Plan ("PEP").
The Company established the PEP plan in 1990 under which it had reserved
3,000,000 shares of common stock for granting of either incentive or
nonqualified stock options to key employees and officers. The Company increased
authorized shares to 4,450,000 in 1996. Both incentive or nonqualified stock
options have been granted at prices not less than the fair market value on the
date of grant as determined by the Board of Directors. The options maximum term
is 10 years, although some options were granted with a five-year term in 1995.
Beginning with grants made in 1995, the majority of the options become
exercisable after the price of the Company's common stock achieves certain
levels for specified periods of time or upon the passage of a certain number of
years from the date of grant. For grants made prior to 1995, options vest at the
rate of 25% per year beginning one year from the date of grant. As of January 3,
1997, 972,785 shares of common stock were reserved for future grants.
OUTSIDE DIRECTORS STOCK OPTION PLANS The Company established an Outside
Directors Stock Option Plan in 1986 under which it authorized and reserved
250,000 shares of common stock for granting of nonqualified stock options to
directors of the Company who are not employees of the Company at exercise prices
not less than the fair market value on the date of grant. The plan was replaced
by the 1990 Outside Directors Stock Option Plan under which the Company
initially authorized and reserved 250,000 shares. The Company increased
authorized shares to 500,000 in 1996. Effective in 1996, upon initial election
or appointment and each year thereafter, outside directors shall receive an
option to purchase 10,000 shares of common stock provided that they own a given
number of shares of common stock of the Company based on a formula as defined in
the plan. The options granted under both Outside Directors plans fully vest on
the one-year anniversary of the date of grant. As of January 3, 1997, 190,000
shares of common stock were reserved for future grants.
In accordance with APB 25, as the exercise price of the Company's stock options
equals the market price of the underlying stock on the date of grant, no
compensation cost has been recognized for its fixed stock option plans. Pro
forma information regarding net income and earnings per share is required by
SFAS 123 and has been determined as if the Company had accounted for its
stock-based compensation plans under the fair value method. The fair value of
each option grant was estimated at the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
grants in 1996 and 1995, respectively: risk-free interest rates of 5.95% and
6.41%, dividend yield of 0% for both years, expected volatility of 52% and 56%,
and expected life of 2.50 and 1.70 years. The Company's pro forma information
follows (in thousands except for earnings per share information):
<PAGE>
<TABLE>
<CAPTION>
1996 1995
------------ -------------
<S> <C> <C>
Net Income As reported $19,578 $13,720
============ =============
Pro forma $17,340 $12,896
============ =============
Primary earnings
per share As reported $0.80 $0.59
============ =============
Pro forma $0.71 $0.55
============ =============
Fully diluted
earnings per share As reported $0.78 $0.59
============ =============
Pro forma $0.69 $0.55
============ =============
</TABLE>
The effects of applying SFAS 123 in this pro forma disclosure are not indicative
of future amounts. SFAS 123 does not apply to awards prior to 1995.
A summary of the Company's stock option activity under the various plans
described above is as follows:
<TABLE>
<CAPTION>
1996 1995 1994
--------------------------- --------------------------- -----------------------
Weighted- Weighted- Weighted-
average average average
exercise exercise exercise
Options price Options price Options price
------------- ------------- ------------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding, beginning of year 2,272,726 $ 3.36 3,578,279 $2.47 3,589,629 $2.44
Options granted 821,323 15.22 782,400 4.93 592,000 2.68
Options exercised (963,161) 3.35 (1,895,870) 2.30 (102,850) 2.04
Options canceled (60,488) 9.52 (192,083) 3.63 (500,500) 2.61
------------- ------------- ------------- ------------- ------------- ----------
Options outstanding, end of year 2,070,400 $ 7.89 2,272,726 $3.36 3,578,279 $2.47
============= ============= =============
Options exercisable, end of year 1,368,961 2,038,518 2,005,111
============= ============= =============
Weighted-average fair value of
options granted during the year $5.59 $1.57 N/A
============= ============= =============
</TABLE>
The following table summarizes information about stock options outstanding at
January 3, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------------------------- ----------------------------------
Weighted-
Average Weighted- Weighted-
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Life Exercise Price Exercisable Exercise Price
Prices at 1/3/97 (Years) at 1/3/97
- ------------------ ---------------- ----------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
$ 1.75 - 2.69 660,947 5.77 $ 2.47 611,656 $ 2.48
2.75 - 4.88 597,905 4.19 4.17 572,405 4.21
7.18 - 12.81 200,273 8.93 11.29 184,900 11.26
16.00 - 16.00 532,275 9.33 16.00 0 0
16.75 - 19.88 79,000 9.75 18.14 0 0
---------------- --------------
$ 1.75 - 19.88 2,070,400 6.69 7.89 1,368,961 4.39
================ ==============
</TABLE>
<PAGE>
EMPLOYEE STOCK PURCHASE PLANS In May 1996, the Company's Board of Directors
established an employee stock purchase plan effective July 1, 1996 that allows
substantially all employees to purchase shares of the Company's common stock.
Under the terms of the plan, eligible employees may purchase shares of common
stock through the accumulation of payroll deductions of at least 2% and up to 6%
of their base salary. The purchase price is an amount equal to 85% of the market
price determined on the tenth trading day following each three-month offering
period. The Company's policy is to purchase these shares on the market rather
than issue them from treasury; therefore, the 15% employee discount is currently
being recognized as compensation expense. Such amount was not significant in
fiscal 1996. Employees purchased 8,707 shares in 1996.
The 1989 Qualified Employee Stock Option Plan provided for employees to purchase
common stock of the Company at a purchase price equal to the lower of 85% of the
common stock market value as of the beginning of an offering period or at
various purchase dates extending over a two-year period. The plan expired in
1995 and was replaced by the 1996 Employee Stock Purchase Plan described above.
Employees purchased 22,475, 102,570 and 19,528 shares in 1996, 1995 and 1994,
respectively, at purchase prices ranging from $1.97 to $2.76. Under SFAS 123,
compensation cost is recognized for the fair value of the employees' purchase
rights, which was estimated using the Black-Scholes model with the following
weighted-average assumptions for 1995: risk-free interest rate of 6.48%,
dividend yield of 0%, expected volatility of 52% and expected life of .84 year.
The weighted-average fair value of the purchase rights granted in 1995 was $.57.
14. EMPLOYEE BENEFIT PLAN
The Company provides retirement benefits to its employees through the Computer
Products Inc. Employees' Thrift and Savings Plan (the "Plan"). As allowed under
Section 401(k) of the Internal Revenue Code, the Plan provides tax deferred
salary deductions for eligible employees. The Plan permits substantially all
United States employees to contribute up to 15% of their base compensation (as
defined) to the Plan, limited to a maximum amount as set by the Internal Revenue
Service. The Company may, at the discretion of the Board of Directors, make a
matching contribution to the Plan. The Board of Directors authorized matching
contributions of $520,000, $400,000 and $218,000, respectively, for fiscal 1996,
1995 and 1994.
15. FINANCIAL INSTRUMENTS
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS The
Company utilizes foreign currency forward contracts to minimize its exposure to
potentially adverse changes in foreign currency exchange rates on anticipated
but not firmly committed purchases or sales made by its international
subsidiaries. No forward contracts were outstanding at January 3, 1997 and the
amount of any gain or loss on these contracts during the year was not material.
The Company does not hold or issue financial instruments for trading purposes.
The Company enters into various other types of financial instruments in the
normal course of business. Fair values for certain financial instruments are
based on quoted market prices. For other financial instruments, fair values are
based on the appropriate pricing models, using current market information. The
amounts ultimately realized upon settlement of these financial instruments will
depend on actual market conditions during the remaining life of the instruments.
Fair values of cash and equivalents, accounts receivable, accounts payable,
other current liabilities and debt reflected in the January 3, 1997 statement of
financial condition approximate carrying value at that date.
CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of cash and
equivalents and accounts receivable. The Company's cash management and
investment policies restrict investments to low-risk, highly liquid securities,
and the Company performs periodic evaluations of the credit standing of the
financial institutions with which it deals. The Company sells its products to
customers in various geographical areas. The Company performs ongoing credit
evaluations of its customers' financial condition and generally does not require
collateral. The Company maintains reserves for potential credit losses, and such
losses have been within management's expectations and have not been material in
any year. As of January 3, 1997 and December 29, 1995, management believes the
Company had no significant concentrations of credit risk.
<PAGE>
16. GEOGRAPHIC INFORMATION AND SIGNIFICANT CUSTOMERS
The Company operates in a single industry segment encompassing the design,
development, manufacture and sale of electronic products and subsystems for
power conversion, industrial automation and other real-time systems
applications. The Company's sales are made through both direct and indirect
sales channels to a wide customer base in North America, Europe and
Asia-Pacific. The principal markets served are telecommunications, networking,
wireless communications and computing. In recent years, the Company's primary
focus has been to grow its presence in the communications marketplace,
particularly in the networking and telecommunications sectors.
Approximately 80% of the Company's products are manufactured in foreign
locations. Specifically, 63% of the Company's 1996 sales were from products
manufactured in Hong Kong and China, 24% from products manufactured in the
Republic of Ireland and the remaining 13% from domestic operations. Included in
the Company's consolidated statement of financial condition at January 3, 1997
are the net assets of the Company's European and Asian subsidiaries, which total
approximately $21.7 million and $21.3 million, respectively.
Sales and marketing operations outside the United States are conducted
principally through Company sales representatives, independent manufacturer's
representatives and distributors in Canada, Europe and Asia-Pacific. Sales are
in U.S. dollars and certain European currencies. Intercompany sales are in U.S.
dollars and are based on cost plus a reasonable profit. There were no material
amounts of United States export sales.
Sales to one customer amounted to $22.4 million and $20.7 million in fiscal 1996
and 1995, respectively.
A summary of the Company's operations by geographic area is presented below
($000s):
1996 1995 1994
---------- --------- ----------
SALES
TO UNAFFILIATED CUSTOMERS:
United States $129,193 $122,347 $ 98,693
Europe 57,089 46,428 34,794
Asia-Pacific 21,281 5,676 2,706
INTERCOMPANY SALES:
United States 4,020 2,937 3,897
Europe 5,554 4,219 2,225
Asia-Pacific 92,275 79,191 50,701
Eliminations (101,849) (86,347) (56,823)
---------- --------- ----------
Total sales $207,563 $174,451 $136,193
========== ========= ==========
INCOME BEFORE INCOME TAXES
United States $17,012 $15,950 $10,000
Europe 5,937 5,362 2,169
Asia-Pacific 5,859 3,560 1,799
Other (a) (4,027) (5,928) (7,437)
Eliminations 995 (1,437) (37)
---------- --------- ----------
Income before income taxes $25,776 $17,507 $6,494
========== ========= ==========
IDENTIFIABLE ASSETS
United States $ 66,784 $ 61,967 $ 55,720
Europe 27,925 21,657 17,112
Asia-Pacific 37,675 33,058 23,784
Other (a) 23,024 22,262 18,062
Eliminations (1,567) (2,453) (282)
---------- --------- ----------
Total assets $153,841 $136,491 $114,396
========== ========= ==========
(a)Other included in the table above represents interest, corporate general and
administrative expenses, and certain assets not allocable to other geographic
segments.
<PAGE>
17. SELECTED CONSOLIDATED QUARTERLY DATA (UNAUDITED)
(Amounts in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
---------- ---------- ---------- ----------
FISCAL 1996
<S> <C> <C> <C> <C>
Sales $47,365 $48,066 $53,937 $58,195
Gross profit 17,101 17,734 18,633 21,406
Income from continuing operations 4,175 4,218 4,954 5,725
Net income 3,911 4,382 5,131 6,154
Income from continuing operations per share 0.17 0.17 0.20 0.23
Net income - per share 0.16 0.18 0.21 0.25
Stock price per common share:
High 14.50 23.00 21.75 21.88
Low 9.25 13.25 12.81 17.88
FISCAL 1995
Sales $39,881 $43,527 $43,242 $47,801
Gross profit 13,886 15,665 16,659 17,408
Income from continuing operations 1,592 2,652 4,085 4,276
Net income 2,019 2,469 4,358 4,874
Income from continuing operations per share 0.07 0.11 0.17 0.18
Net income - per share 0.09 0.10 0.18 0.20
Stock price per common share:
High 5.00 6.25 8.94 13.25
Low 3.13 4.81 5.88 7.50
</TABLE>
The Company recorded an after-tax extraordinary item of $397,000 in the second
quarter of 1995. Data in the above tables are presented on a 13-week period
basis except for the fourth quarter of 1996, which includes 14 weeks, as fiscal
1996 consisted of 53 weeks.
The sum of the quarterly earnings per share amounts differs from those reflected
in the Consolidated Statements of Operations due to the weighting of common and
common equivalent shares outstanding during each of the respective periods.
The Company's common stock is traded on the Nasdaq National Stock Market under
the symbol CPRD. As of January 3, 1997, there were approximately 10,676
shareholders consisting of record holders and individual participants in
security position listings. To date, the Company has not paid any cash dividends
on its capital stock. The Board of Directors presently intends to retain all
earnings for use in the Company's business and does not anticipate paying cash
dividends in the foreseeable future.
<PAGE>
18. SUBSEQUENT EVENTS
DIVESTITURE
On April 17, 1997, the Company announced its intention to sell its Industrial
Automation division, RTP Corp. ("RTP") pursuant to a plan of disposal approved
by the Board of Directors.
Effective July 5, 1997, the Company sold RTP Corp. to RT Acquisition Florida
Corp. Proceeds from the sale, which are subject to adjustment, included $2.0
million cash and a subordinated unsecured five-year note in the aggregate
principal amount of approximately $2.5 million bearing interest at the prime
rate. An estimated after-tax loss on the sale of $1.7 million (net of income tax
benefit of $1,152,000) was recorded in the first quarter of 1997 representing
the estimated loss on the disposal of RTP's net assets and a pre-tax provision
of $1,000,000 for expected operating losses during the phase-out period.
RTP's sales in fiscal years 1996, 1995 and 1994 were $14,922,000, 16,926,000 and
$18,607,000, respectively. RTP's operating results are shown separately in the
accompanying consolidated statements of operation.
Assets and liabilities of the discontinued operations have been separately
classified in the accompanying statements of financial condition and consist of
the following ($000s):
January 3, December
1997 29, 1995
----------- -----------
Accounts receivable, net $4,129 $4,179
Inventories 3,494 2,186
Prepaid expenses and other 100 171
Property, Plant & Equipment, net 1,517 1,048
--------- ----------
Total assets $9,240 $7,584
=========== ===========
Accounts payable and other accruals $2,055 $2,515
=========== ===========
All prior year amounts have been restated to give effect to the discontinued
operations treatment.
LOAN AGREEMENTS
Effective July 15, 1997, the Company amended and restated its existing revolving
and term loan agreement to reprice its outstanding term loan and to provide for
a new $20 million three-year multi-currency revolving working capital line of
credit. The new multi-currency revolving facility, which expires in April 2000,
replaces the Company's previous $20 million credit line which would have expired
on April 1, 1998. The interest rate on the revolver is at the London Interbank
Offering Rate "Libor" plus .50%. No borrowings are outstanding under the
existing line. The Company's 1995 seven-year term loan, which has an outstanding
balance of $19.8 million, was repriced to bear interest at Libor plus .75%
compared to the previous rate set at Libor plus 1.5%.
In addition, effective July 15, 1997, the Company and one of its subsidiaries
entered into two separate unsecured seven-year term loans with a bank providing
an aggregate of 52 million Deutsche marks. The term loans bear interest at Libor
plus .75%, or approximately 5.6%. Proceeds from the term loans were used to
finance the Elba Group acquisition on July 22, 1997.
ACQUISITIONS
THE ELBA GROUP -- Effective July 22, 1997, the Company acquired the Elba Group,
a privately-held European designer, manufacturer and marketer of a wide range of
both AC/DC and DC/DC power conversion products. Computer Products purchased Elba
for approximately $28.5 million in cash provided by two seven-year term loans
from a financial institution. Elba has design, sales and manufacturing
organizations in Oberhausen and Einsiedel, Germany; Chomutov, Czech Republic and
Etten-Leur, Netherlands. The Company also has sales offices in Pfaffikon,
Switzerland; Vaulx-Milieu, France; and Chesterfield, United Kingdom.
The acquisition will be accounted for under the purchase method of accounting.
Accordingly, the excess of the purchase price over the estimated fair value of
the net assets acquired will be recorded as goodwill and will be amortized on a
straight line basis over a period of 20 years.
ZYTEC -- On September 2, 1997, the Company and CPI Acquisition Corp, a Minnesota
corporation and a wholly-owned subsidiary of the Company ("CPI Sub"), entered
into an Agreement and Plan of Merger dated as of September 2, 1997 (the "Merger
Agreement") with Zytec Corporation, a Minnesota corporation ("Zytec"). The
Merger Agreement provides for the merger of CPI Sub with and into Zytec, with
Zytec surviving as a wholly-owned subsidiary of the Company (the "Merger").
The Merger Agreement provides for a stock-for-stock exchange in which each share
of Zytec's common stock will be exchanged for 1.33 shares of the Company's
common stock. The Company expects to ultimately issue approximately 16.7 million
common shares in exchange for Zytec's common and equivalent shares outstanding.
The Company expects the transaction to be a tax-free exchange to be accounted
for as a pooling of interests and for the transaction to close in the fourth
fiscal quarter ending January 2, 1998. A one-time charge related to certain
merger costs will be expensed at that time.
<PAGE>
Item 7. Financial Statements and Exhibits
(a) Financial statements of business acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit No. Description
- ----------- -------------------
27 Financial data schedule
<PAGE>
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.
COMPUTER PRODUCTS, INC.
-----------------------
(Registrant)
Dated: October 30, 1997
By: /s/ Richard J. Thompson
------------------------------
Richard J. Thompson,
Vice President-Finance and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Audited historical financial statements have been restated to give effect to
discontinued operations treatment adopted in fiscal 1997.
</LEGEND>
<MULTIPLIER> 1000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR YEAR YEAR
<FISCAL-YEAR-END> JAN-03-1997 DEC-29-1995 DEC-31-1994
<PERIOD-END> JAN-03-1997 DEC-29-1995 DEC-31-1994
<CASH> 26,141 26,650 20,211
<SECURITIES> 0 0 0
<RECEIVABLES> 35,989 25,755 23,552
<ALLOWANCES> 1,300 1,214 1,094
<INVENTORY> 28,726 29,050 17,981
<CURRENT-ASSETS> 101,505 90,911 67,613
<PP&E> 54,750 48,229 43,742
<DEPRECIATION> 26,064 21,561 19,796
<TOTAL-ASSETS> 153,841 136,491 114,396
<CURRENT-LIABILITIES> 40,420 38,919 28,966
<BONDS> 23,408 29,849 40,751
0 0 0
0 0 0
<COMMON> 44,963 40,864 27,394
<OTHER-SE> 39,056 20,658 12,564
<TOTAL-LIABILITY-AND-EQUITY> 153,841 136,491 114,396
<SALES> 207,563 174,451 136,193
<TOTAL-REVENUES> 207,563 174,451 136,193
<CGS> 132,689 110,833 88,187
<TOTAL-COSTS> 132,689 110,833 88,187
<OTHER-EXPENSES> 46,618 43,961 38,265
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,734 3,253 3,709
<INCOME-PRETAX> 25,776 17,507 6,494
<INCOME-TAX> 6,702 4,902 2,200
<INCOME-CONTINUING> 19,074 12,605 4,294
<DISCONTINUED> 504 1,512 1,765
<EXTRAORDINARY> 0 (397) 0
<CHANGES> 0 0 0
<NET-INCOME> 19,578 13,720 6,059
<EPS-PRIMARY> 0.80 0.59 0.29
<EPS-DILUTED> 0.78 0.59 0.29
</TABLE>
