<PAGE> 1
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(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 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR
--- 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------- ---------
Commission File Number: 0-10018
-------
DSC COMMUNICATIONS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 54-1025763
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Coit Road, Plano, Texas 75075
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(Address of principal executive offices) (Zip Code)
(214) 519-3000
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Number of Shares Outstanding
Title of Each Class as of July 31, 1995
---------------------------- -----------------------------
Common Stock, $.01 Par Value 114,722,871
Page 1 of 18
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
--------------- ----------------
(Unaudited)
<S> <C> <C>
Assets
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 242,847 $ 52,942
Marketable securities . . . . . . . . . . . . . . . . . . 271,471 218,380
Receivables . . . . . . . . . . . . . . . . . . . . . . . 230,702 239,740
Inventories . . . . . . . . . . . . . . . . . . . . . . . 240,099 180,674
Contract development costs . . . . . . . . . . . . . . . 17,064 14,202
Other current assets . . . . . . . . . . . . . . . . . . 34,251 32,516
--------------- ----------------
Total current assets . . . . . . . . . . . . . . . . 1,036,434 738,454
--------------- ----------------
PROPERTY AND EQUIPMENT, at cost . . . . . . . . . . . . . . 602,966 526,248
Less accumulated depreciation
and amortization . . . . . . . . . . . . . . . . . . . . (270,908) (243,285)
--------------- ----------------
332,058 282,963
--------------- ----------------
LONG-TERM RECEIVABLES . . . . . . . . . . . . . . . . . . . 41,617 25,691
CAPITALIZED SOFTWARE DEVELOPMENT COSTS. . . . . . . . . . . 41,227 38,583
COST IN EXCESS OF NET ASSETS OF
BUSINESSES ACQUIRED, NET. . . . . . . . . . . . . . . . . 148,195 152,396
OTHER . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,485 30,449
--------------- ----------------
Total assets . . . . . . . . . . . . . . . . . . $ 1,631,016 $ 1,268,536
=============== ================
Liabilities and Shareholders' Equity
CURRENT LIABILITIES
Short-term debt . . . . . . . . . . . . . . . . . . . . . $ 19,350 $ 39,791
Accounts payable . . . . . . . . . . . . . . . . . . . . 96,516 91,054
Accrued liabilities . . . . . . . . . . . . . . . . . . . 218,723 153,274
Customer advances . . . . . . . . . . . . . . . . . . . . 24,979 21,834
Income taxes payable . . . . . . . . . . . . . . . . . . 5,327 22,219
Current portion of long-term debt . . . . . . . . . . . . 35,102 17,248
--------------- ----------------
Total current liabilities . . . . . . . . . . . . . 399,997 345,420
--------------- ----------------
LONG-TERM DEBT, net of current portion . . . . . . . . . . 206,483 25,330
NONCURRENT INCOME TAXES
AND OTHER LIABILITIES. . . . . . . . . . . . . . . . . . . 61,093 46,686
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value, issued -
119,610 in 1995 and 118,514 in 1994;
outstanding - 114,621 in 1995 and
113,525 in 1994. . . . . . . . . . . . . . . . . . . . . 1,196 1,185
Additional capital . . . . . . . . . . . . . . . . . . . 640,689 631,729
Unrealized losses on securities,
net of income taxes. . . . . . . . . . . . . . . . . . . (586) (3,764)
Accumulated translation adjustment . . . . . . . . . . . 6,323 --
Retained earnings . . . . . . . . . . . . . . . . . . . 358,932 265,061
--------------- ----------------
1,006,554 894,211
Treasury stock, at cost, 4,989 shares . . . . . . . . . . (43,111) (43,111)
--------------- ----------------
Total shareholders' equity . . . . . . . . . . . . . 963,443 851,100
--------------- ----------------
Total liabilities and
shareholders' equity . . . . . . . . . . . . . $ 1,631,016 $ 1,268,536
=============== ================
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
Page 2 of 18
<PAGE> 3
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------- ---------------------------------
1995 1994 1995 1994
--------------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . $ 360,011 $ 229,574 $ 678,008 $ 430,448
Cost of revenue . . . . . . . . . . . . . . . . . . . . 182,285 116,707 341,612 220,566
--------------- --------------- --------------- --------------
Gross profit . . . . . . . . . . . . . . . . . . . . 177,726 112,867 336,396 209,882
--------------- --------------- --------------- --------------
Operating costs and expenses:
Research and product development . . . . . . . . . . 47,946 28,913 94,885 53,616
Selling, general and administrative . . . . . . . . . 50,726 33,910 96,827 64,508
Other operating costs . . . . . . . . . . . . . . . . 2,257 2,400 4,412 4,878
--------------- --------------- --------------- --------------
Total operating costs and expenses . . . . . . . . 100,929 65,223 196,124 123,002
--------------- --------------- --------------- --------------
Operating income . . . . . . . . . . . . . . . . . . 76,797 47,644 140,272 86,880
Interest income . . . . . . . . . . . . . . . . . . . . 7,473 4,078 11,392 7,564
Interest expense . . . . . . . . . . . . . . . . . . . (4,296) (454) (5,327) (684)
Other expense, net . . . . . . . . . . . . . . . . . . (44) (918) (1,921) (2,297)
--------------- --------------- --------------- --------------
Income before income taxes . . . . . . . . . . . . 79,930 50,350 144,416 91,463
Income taxes . . . . . . . . . . . . . . . . . . . . . 27,975 14,066 50,545 25,578
--------------- --------------- --------------- --------------
Net income . . . . . . . . . . . . . . . . . . . . $ 51,955 $ 36,284 $ 93,871 $ 65,885
=============== =============== =============== ==============
Income per share . . . . . . . . . . . . . . . . . . . $ 0.44 $ 0.31 $ 0.80 $ 0.57
=============== =============== =============== ==============
Average shares used in computation . . . . . . . . . . 118,085 116,604 117,930 116,420
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
Page 3 of 18
<PAGE> 4
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------
1995 1994
------------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 93,871 $ 65,885
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . 36,529 25,271
Amortization of capitalized software
development costs . . . . . . . . . . . . . . . . . . 9,088 10,597
(Increase) decrease in current and
long-term receivables . . . . . . . . . . . . . . . . . . (2,573) 20,244
Increase in inventories . . . . . . . . . . . . . . . . . . . (55,777) (32,324)
Other, including changes in current
payables and other current assets . . . . . . . . . . . . . 39,971 19,562
Increase in noncurrent income taxes
and other liabilities . . . . . . . . . . . . . . . . . . . 21,861 17,402
------------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES . . . . . . . . . . . . . . . . 142,970 126,637
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities . . . . . . . . . . . . . (348,982) (263,251)
Proceeds from sales and maturities of marketable
securities . . . . . . . . . . . . . . . . . . . . . . . . 298,673 201,666
Purchases of property and equipment . . . . . . . . . . . . . (76,860) (63,861)
Additions to capitalized software
development costs . . . . . . . . . . . . . . . . . . . . . (11,732) (12,214)
Purchase of long-term investment security . . . . . . . . . . -- (12,500)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (553) (1,189)
------------- -----------
NET CASH USED FOR
INVESTING ACTIVITIES . . . . . . . . . . . . . . . . (139,454) (151,349)
------------- -----------
</TABLE>
(Continued)
Page 4 of 18
<PAGE> 5
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Continued)
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------
1995 1994
------------- ------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings . . . . . . . . . . . . . . (20,441) --
Proceeds from long-term borrowings . . . . . . . . . . . . . 225,000 --
Payments of long-term borrowings . . . . . . . . . . . . . . (26,859) (8,781)
Proceeds from the sale of common stock
under stock programs . . . . . . . . . . . . . . . . . . . . 8,475 3,847
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,315) (626)
------------- ------------
NET CASH PROVIDED BY (USED FOR)
FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . 184,860 (5,560)
------------- ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . 1,529 --
------------- ------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 189,905 (30,272)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . 52,942 154,888
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . $ 242,847 $ 124,616
============= ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . $ 807 $ 1,285
============= ============
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . $ 27,320 $ 7,008
============= ============
</TABLE>
See the accompanying Notes to Condensed Consolidated Financial Statements.
Page 5 of 18
<PAGE> 6
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 1995 and 1994 and December 31, 1994
(Unaudited)
BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements reflect,
in the opinion of management, all adjustments necessary to present fairly the
Company's financial position, results of operations and cash flows. Such
adjustments are of a recurring nature unless otherwise disclosed herein.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to rules and regulations promulgated by
the Securities and Exchange Commission. However, the Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading. Quarterly consolidated financial results may not be indicative of
annual consolidated financial results.
The Company has not paid or declared a cash dividend on its common stock since
its organization.
Certain prior year's financial statement information has been reclassified to
conform with the current year financial statement presentation.
These unaudited financial statements should be read in conjunction with the
audited financial statements and accompanying notes included in the Company's
1994 Annual Report to Shareholders for the year ended December 31, 1994.
INVENTORIES
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
Raw Materials . . . . . . . . . . . . . . . . . . . . . . $ 90,646 $ 66,466
Work in Process . . . . . . . . . . . . . . . . . . . . . 20,790 18,618
Finished Goods . . . . . . . . . . . . . . . . . . . . . . 128,663 95,590
-------- --------
$240,099 $180,674
======== ========
</TABLE>
Page 6 of 18
<PAGE> 7
CREDIT AGREEMENTS AND SHORT-TERM BORROWINGS
The Company has an uncollateralized revolving credit facility, which expires on
February 24, 1998, with two banks providing for borrowings up to $50 million.
The maximum borrowings available are reduced by the value of outstanding
letters of credit issued by the banks on behalf of the Company, which totaled
approximately $32.9 million at June 30, 1995. Outstanding letters of credit
include $27.1 million issued to support various foreign subsidiary credit
arrangements. Borrowings under the facility bear interest at the prime rate or
at 0.75% to 1.50% above the LIBOR rate. A commitment fee of 0.35% on the daily
average unused portion of the facility is also assessed. The agreement
contains various financial covenants. There have been no borrowings under the
credit facility during the six months ended June 30, 1995.
During the second quarter of 1995, two of the Company's foreign subsidiaries
entered into short-term credit agreements providing borrowings up to $55.2
million, of which $19.4 million were outstanding at June 30, 1995. The
interest rates on these agreements are floating market rates which ranged from
6.4% to 7.0% at June 30, 1995.
LONG-TERM DEBT
On April 21, 1995, the Company borrowed $225 million under a long-term,
unsecured loan agreement with several insurance companies. The loan is payable
in eight equal annual payments beginning in the second quarter of 1996 and
bears interest at a rate of 9%, payable semi-annually. The loan contains
various financial covenants including, among other things, limitations on
additional debt and minimum levels of net worth.
In April 1995, the Company made an unscheduled payment of $9.4 million to
retire the outstanding balance of a 9.5% note.
One of the Company's foreign subsidiaries entered into a $15.9 million term
loan facility agreement on June 29, 1995. The term loan was fully funded
in July 1995. The loan bears interest at 8.75% per annum and is repayable
in quarterly installments beginning in the third quarter of 1995 through the
second quarter of 2000.
INCOME TAX EXPENSE
The Company's income tax expense includes federal, foreign, and state
(including Puerto Rico) income taxes. The estimated effective income tax rate
is based upon estimates for the full year for a number of variables including,
among other things, forecasted income in the United States and foreign
jurisdictions. The effective tax rate could
Page 7 of 18
<PAGE> 8
change as estimates of these and other variables change throughout the last
half of the year. Also, an adjustment to Additional Capital will likely be
made to the extent tax benefits are realized from employee exercises
of stock options during 1995.
The estimated effective income tax rate is higher in 1995 than in 1994
primarily due to limited availability in 1995 of net operating loss and tax
credit carryforwards and increased foreign taxes.
COMMON STOCK
At the April 26, 1995 Annual Shareholders' Meeting, the shareholders approved
both an increase in the number of authorized shares of common stock from 250
million to 500 million and an increase of 1 million shares of common stock
authorized for issuance under the Company's 1990 Employee Stock Purchase Plan.
COMMITMENTS AND CONTINGENCIES
Contingent Liabilities
The Company has guarantees of $33.5 million outstanding at June 30, 1995
supporting Company and third-party performance bonds to customers and others,
of which $5.8 million were collateralized by letters of credit issued under the
Company's revolving credit facility. The Company believes it has adequate
reserves for any ultimate losses associated with these contingencies.
The Company, in management of its exposure to fluctuations in foreign currency
exchange rates, enters into forward foreign exchange contracts for both firm
commitments and anticipated transactions of sales and purchases which are
denominated in foreign currencies. At June 30, 1995, the Company had forward
foreign exchange contracts of $68.8 million outstanding.
For information regarding litigation, refer to Part II - Other Information,
Item 1. "Legal Proceedings".
Page 8 of 18
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Results of Operations
For the three months ended June 30, 1995, the Company reported revenue of
$360.0 million and net income of $52.0 million, or $0.44 per share, compared to
revenue of $229.6 million and net income of $36.3 million, or $0.31 per share,
for the three months ended June 30, 1994. For the six months ended June 30,
1995, the Company recorded revenue of $678.0 million and net income of $93.9
million, or $0.80 per share, compared to revenue of $430.4 million and net
income of $65.9 million, or $0.57 per share, for the first half of 1994.
Revenue for the 1995 second quarter and first six months increased 57% and 58%,
respectively, compared to the same periods in 1994. The growth in revenue was
primarily the result of increased deliveries of switching, access and
transmission systems, including related software, as well as the inclusion of
revenue from DSC Communications A/S acquired in November 1994. Gross profit as
a percentage of revenue was 49% and 50% for the second quarter and six month
period ended June 30, 1995, respectively, compared to 49% in both the
respective 1994 periods. The Company's gross margin percentage can vary
significantly from period to period due to changes in the relative mix of
product deliveries, including software enhancements.
Research and product development expense in the second quarter of 1995 and 1994
was $47.9 million and $28.9 million, respectively, representing 13% of revenue
for the second quarter of both 1995 and 1994. Research and product development
expense for the six months ended June 30, 1995 was $94.9 million, or 14% of
revenue, compared to $53.6 million, or 12% of revenue, for the six months in
1994. The growth in research and product development expense includes the
development activities of DSC Communications A/S as well as increases in the
Company's on-going development of new products and enhancements to existing
products across all strategic product areas.
Selling, general and administrative expense was $50.7 million and $96.8 million
in the second quarter of 1995 and six months ended June 30, 1995, respectively,
compared to $33.9 million and $64.5 million, respectively, for the same periods
in 1994. As a percentage of revenue, selling, general and administrative
expense for both the three months and six months ended June 30, 1995 declined
to 14% from 15% as compared to the same periods in 1994. The growth in
expenses was due primarily to increased international selling activities,
higher legal costs, and expenses of DSC Communications A/S in 1995.
Page 9 of 18
<PAGE> 10
As discussed in the Notes to Condensed Consolidated Financial Statements, the
Company's borrowings have increased significantly, including the $225 million
of long-term debt which was funded on April 21, 1995. As a result, interest
expense has increased in the first half of 1995 and is expected to increase in
the last half of 1995 when the Company makes additional borrowings under its
existing credit arrangements. Interest income has also increased as proceeds
from the $225 million loan have been invested in short-term investments until
required for future business purposes.
The Company's estimated effective income tax rate was 35% for the six month
period ended June 30, 1995 compared to 28% for the same period in 1994. This
increase in the effective income tax rate is due primarily to limited net
operating loss and tax credit carryforwards available to reduce taxable
earnings in 1995 compared to 1994 and increased foreign taxes.
The Company's future quarterly and annual operating results may be affected by
a number of factors, including the timing and ultimate receipt of orders from
certain customers which continue to constitute a large portion of the Company's
revenue; the successful enhancement of existing products; introduction and
market acceptance of new products on a timely basis; mix of products sold;
product costs; manufacturing lead times; significant fluctuations in foreign
currency exchange rates; and changes in general worldwide economic conditions,
any of which could have an adverse impact on operations.
Financial Condition and Liquidity
The Company's cash and cash equivalents at June 30, 1995 were $242.8 million
compared to $52.9 million at December 31, 1994 while marketable securities were
$271.5 million at June 30, 1995 compared to $218.4 million at December 31,
1994.
In April 1995, the Company received proceeds from a $225 million long-term loan
bearing interest at 9%. Interest payments will be made semi-annually, and
principal payments will be made in eight equal annual installments beginning in
the second quarter of 1996. The proceeds from the loan are expected to be used
for general corporate purposes, including capital expenditures, although
currently the majority of the proceeds from the loan have been used to purchase
short-term investments. See "Long-term Debt" in the Notes to Condensed
Consolidated Financial Statements for further information.
Page 10 of 18
<PAGE> 11
Cash of $143.0 million was generated from operating activities. This was
primarily the result of strong earnings and an increase in non-debt
liabilities, partially offset by an increase in inventories. The inventory
growth is to support existing and anticipated customer requirements for 1995
and 1996, including new product introductions.
Investing activities during the six months ended June 30, 1995 included
additions to property and equipment of $76.9 million. These additions include
the purchase of land and the initial construction costs on a new facility in
Copenhagen, Denmark. This new facility is expected to cost approximately $50
million and be completed in the early part of 1996. It will consolidate the
operations of DSC Communications A/S which are currently located in numerous
leased facilities. The Company's rapid business expansion and expected future
domestic and international growth have and will continue to increase capital
requirements including facilities and manufacturing and development equipment.
The timing and extent of additional capital expenditures are dependent upon
future business growth; however, it is anticipated that 1995 capital
requirements could range from $180 million to $200 million.
During the quarter, several of the Company's foreign subsidiaries entered into
short-term credit arrangements totaling $55.2 million, of which $19.4 million
of borrowings were outstanding at June 30, 1995. Additionally, a foreign
subsidiary entered into a $15.9 million term loan facility during the
second quarter which was fully funded subsequent to June 30, 1995. These
arrangements are being used to fund facilities expansion and working capital
needs. See "Credit Agreements and Short-term Borrowings" and "Long-term
Debt" in the Notes to Condensed Consolidated Financial Statements for
further information.
Other financing activities during the first six months of 1995 included the
repayment of the remaining $39.8 million of short-term borrowings obtained to
fund a portion of the DSC Communications A/S acquisition, an
unscheduled payment of $9.4 million to retire a 9.5% note in April 1995, and
$17.5 million of scheduled payments on long-term borrowings. Financing
activities during the six months ended June 30, 1995 also included proceeds of
$8.5 million from the issuance of the Company's common stock under stock
programs.
The Company has a $50.0 million unsecured revolving credit facility, which
expires on February 24, 1998, with $17.1 million of available borrowings at
June 30, 1995, net of outstanding letters of credit. There have been no
borrowings under the credit facility during the six months ended June 30, 1995.
See "Credit Agreements and Short-term Borrowings" in Notes to Condensed
Consolidated Financial Statements for further information.
The Company believes that its existing cash and marketable securities and
available credit facilities will be adequate to support the
Page 11 of 18
<PAGE> 12
Company's short and long-term financial resource needs, including working
capital requirements, capital expenditures, operating lease obligations, and
debt payments.
Page 12 of 18
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Litigation
On January 26, 1994, C. L. Grimes, a shareholder of the Company, filed
a derivative suit in Delaware Chancery Court (the "Court"), purportedly on
behalf of the Company as the real party in interest and as a shareholder of the
Company, seeking a declaration that the Employment Agreement of James L.
Donald, his Executive Income Continuation Plan, and the 1990 Long-Term
Incentive Compensation Plan, as it applies to Mr. Donald, as well as other
employment benefits of Mr. Donald, including previously granted Company stock
options, are null and void. The defendants in the suit are Mr. Donald, all
current non-employee directors, and two former directors of the Company. The
Company itself is a nominal defendant. The plaintiff contends that Mr.
Donald's employment contract contains an improper delegation of the Board of
Directors' authority to Mr. Donald and excess payments. The suit also contends
that the salary and benefits established for Mr. Donald pursuant to the Donald
agreements referred to above and approved by the Company's Board of Directors
are excessive and constitute a diversion and waste of corporate assets. The
suit seeks an injunction restraining Mr. Donald from exercising any stock
options, taking any action to implement any of the Donald agreements, or
declaring a constructive termination of his employment, and also seeks
unspecified damages against the defendants and Grimes' legal fees. On June 1,
1994, the plaintiff filed an amended complaint in which he restated his
existing claims and added a new claim contending that the Company's 1994 proxy
statement was misleading in its description of the 1994 Long-Term Incentive
Compensation Plan (the "1994 Plan"). On this new claim, the plaintiff seeks a
decree that the 1994 proxy statement insofar as it relates to the 1994 Plan and
the actions taken pursuant to the proxy statement with respect to the 1994 Plan
are null and void, and seeks to enjoin the Company from implementing the 1994
Plan.
On June 15, 1994, all defendants filed motions to dismiss all of the
plaintiff's claims, with the exception of the claim relating to the Company's
1994 proxy statement. On January 11, 1995, the Delaware Chancery Court granted
the defendants' motions to dismiss. The plaintiff later filed a motion seeking
entry of a final judgment of dismissal so that he would be free to pursue an
immediate appeal of the court's decision. In response, the court directed
entry of a final judgment and certified the dismissed claim for appellate
review. On March 6, 1995, the plaintiff filed an appeal of the dismissed
claims to the Delaware Supreme Court. Briefing has been completed and oral
argument before the Delaware Supreme Court is likely to take place within the
next two to three months.
Page 13 of 18
<PAGE> 14
On July 20, 1993, the Company filed suit against Advanced Fibre
Communications ("AFC"), a California corporation; Quadrium Corporation
("Quadrium"), a California corporation; Alan E. Negrin ("Negrin"); and Henri
Sulzer ("Sulzer") in the United States District Court for the Eastern District
of Texas, Marshall Division. The Company seeks a declaratory judgment that
Negrin and Sulzer are not entitled to any stock options or cash payments under
the Company's 1990 Stock Option and Cash Payment Plan because of these
defendants' alleged breaches of certain employment-related agreements entered
into with the Company. The Company further seeks a declaration that AFC's
products, including the UMC 1000 Digital Loop Carrier, are the proprietary
property of the Company under the terms of certain Proprietary Information
Agreements or certain Consulting Agreements with Quadrium. The Company also
seeks unspecified damages for breaches of contract, civil conspiracy, and
tortious interference. The individual defendants have both filed counterclaims
whereby they claim entitlement to certain stock options and cash payments under
several of the Company's stock option plans. AFC has also filed a counterclaim
alleging that the Company has violated the Sherman Antitrust Act and a
California statutory antitrust act known as the Cartwright Act. AFC further
claims that the Company has (1) tortiously interfered with existing and
prospective contractual relationships, (2) committed industrial espionage and
misappropriation, (3) trespassed on AFC's business premises, (4) converted
certain property of AFC, and (5) committed unfair competition. AFC also seeks
a declaratory judgment that it owns all rights to its product, the UMC Digital
Loop Carrier. AFC asks the court to award unspecified actual damages, treble
damages under the antitrust statutes, punitive damages, injunctive relief, and
attorneys' fees. During 1994, AFC amended its counterclaim to include an
additional claim under the Racketeering Influenced Corrupt Organization Act
against the Company. On December 1, 1994, AFC filed a motion to dismiss the
case for lack of diversity jurisdiction and, in the alternative, to transfer
the case to the Northern District of California in San Francisco, California.
In anticipation of a dismissal of the Texas case, AFC also filed on December 2,
1994, a new action in the United States District Court for the Northern
District of California, Oakland Division, in which AFC, as plaintiff, repeated
all of the issues in the counterclaim in the Texas case. The judge in the
Texas case recently allowed AFC to file amended motions to dismiss or transfer
venue. Discovery has closed, and the parties are currently preparing
for trial. The Company believes that it has valid and substantial claims
against all of the defendants. The Company also intends to vigorously defend
all of the defendants' counterclaims, and further believes it has valid
defenses to all of the counterclaims. The Company has filed Motions for
Partial Summary Judgment on all of AFC's counterclaims except its request for
declaratory judgment.
On May 25, 1994, the Company filed suit against DGI Technologies, Inc.
("DGI"), a Texas corporation, in the United States District Court
Page 14 of 18
<PAGE> 15
for the Northern District of Texas, Dallas Division. The Company alleges that
DGI has infringed the Company's copyrights on its operating system software for
tandem switches and firmware for microprocessor cards. The Company further
alleges that DGI has misappropriated the Company's trade secrets regarding
several of the Company's cards, including digital trunk interface cards and
microprocessor cards. The Company also alleges that DGI has engaged in unfair
competition under the Lanham Act and the common law by trading on the Company's
reputation, and by misleading customers about DGI's research and development
efforts. The Company seeks damages for DGI's prior actions and preliminary and
permanent injunctive relief. DGI has brought counterclaims for alleged
violations of federal antitrust statutes, tortious interference, industrial
espionage, misappropriation of trade secrets, trespass, conversion and unfair
competition. DGI's antitrust counterclaims are based upon allegations that the
Company's claims constitute "sham" litigation, that the Company's statements to
customers about the impact of their use of DGI products on the Company's
warranties are unlawful attempts to exclude competition and that the Company
has unlawfully tied the sale of its microprocessors to the sale of other
products. The balance of DGI's counterclaims are based upon certain
investigative procedures employed by the Company in connection with this
controversy. DGI asks the Court to award actual damages, treble damages under
antitrust statutes, punitive damages, injunctive relief and attorneys fees.
Finally, DGI seeks declaratory relief that DGI's sales of microprocessors do
not violate any proprietary rights of the Company or any applicable law.
Although the outcome of litigation is inherently uncertain, the Company
believes that it has valid and substantial claims against DGI and valid
defenses to DGI's counterclaims. The case is still in discovery, and the
Company intends to vigorously prosecute its claims and to defend all of DGI's
counterclaims.
On April 10, 1995, the Company filed suit in Texas State Court in
Sherman, Texas against Next Level Communications, Inc.("Next Level"), a
California corporation, Thomas R. Eames, Peter W. Keeler, and other former
Company employees now working for Next Level. The suit alleges that the
defendants wrongfully misappropriated the Company's trade secrets and
proprietary information for the purpose of competing with the Company with a
product which rightfully belongs to the Company. The suit alleges several
causes of action, including breach of employment contract, tortious
interference with contractual relations, breach of fiduciary duty, usurpation
of corporate opportunity, theft of trade secrets, civil conspiracy, unfair
competition and injunctive relief. At the time of filing suit, the Company
also requested and was granted by Texas State court a temporary restraining
order against the defendants. Defendants' first response was to have the action
removed from Texas State court to United States District Court for the Eastern
District of Texas, Sherman Division. Defendants next filed a motion to dismiss
the case for lack of personal jurisdiction. Defendants' motion was denied as
to the corporate and senior individual defendants, and the case remains in
Texas.
Page 15 of 18
<PAGE> 16
The Company moved for and obtained a preliminary injunction against
the defendants, based on the Court's findings of a substantial likelihood of
success at trial on aspects of the Company's case. Substantive discovery is
ongoing, and trial is possible by the end of 1995.
On April 25, 1995, Next Level filed a complaint against the Company
and two of the Company's employees in California State Superior Court in Santa
Rosa, California. This complaint asserts causes of action for unfair
competition, anticompetitive conduct, interference with contractual relations
and interference with perspective economic advantage. Next Level alleged
similar claims against the Company in a counterclaim filed in the Texas action.
The Company has moved to dismiss the California action as duplicative of and
superseded by the Texas action.
The Company believes it has valid and substantial claims as asserted
against Next Level and the individual defendants. The Company also intends to
vigorously defend all of the Defendants' counter suits and further believes it
has valid defenses to all such counter suits.
The Company does not believe that the ultimate resolution of any of
these suits will have a material adverse effect on its consolidated financial
position.
The Company is also a party to other legal proceedings which, in the
opinion of management, are not expected to have a material adverse effect on
the Company's consolidated financial position.
Page 16 of 18
<PAGE> 17
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits.
11. Computation of Income Per Share.
27. Financial Data Schedule (for EDGAR filing purposes only).
B. Reports on Form 8-K.
No reports on Form 8-K have been filed during the three months ended
June 30, 1995.
Page 17 of 18
<PAGE> 18
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.
DSC COMMUNICATIONS CORPORATION
Dated: August 14, 1995 By: /s/ Kenneth R. Vines
--------------------
Kenneth R. Vines
Vice President, Finance,
duly authorized officer
and principal accounting
officer
Page 18 of 18
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
11 Computation of Income per Share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
Exhibit 11
DSC COMMUNICATIONS CORPORATION AND SUBSIDIARIES
Computation of Income per Share
(In thousands)
(Unaudited)
The following table sets forth the computation of shares used in the
calculation of income per share for the three months and six months ended June
30, 1995 and 1994.
Average Shares Used in Income per Share Calculation:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Weighted average
shares outstanding
during the period . . . . . . . . . . . . . 114,427 111,981 114,157 111,425
Common share equivalents
outstanding:
Options and warrants issued and
contingently issuable. . . . . . . . . . 5,676 6,029 5,594 6,516
Assumed purchase of
treasury shares. . . . . . . . . . . . . (2,018) (1,406) (1,821) (1,521)
--------- --------- --------- ---------
Weighted average shares
used in calculation. . . . . . . . . . . . 118,085 116,604 117,930 116,420
========= ========= ========= =========
</TABLE>
Fully diluted income per share is not shown since the dilutive effect is less
than three percent for the three months and six months ended June 30, 1995 and
1994.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 242,847
<SECURITIES> 271,471
<RECEIVABLES> 230,702
<ALLOWANCES> 0
<INVENTORY> 240,099
<CURRENT-ASSETS> 1,036,434
<PP&E> 602,966
<DEPRECIATION> (270,908)
<TOTAL-ASSETS> 1,631,016
<CURRENT-LIABILITIES> 399,997
<BONDS> 206,483
<COMMON> 1,196
0
0
<OTHER-SE> 962,247
<TOTAL-LIABILITY-AND-EQUITY> 1,631,016
<SALES> 678,008
<TOTAL-REVENUES> 678,008
<CGS> 341,612
<TOTAL-COSTS> 341,612
<OTHER-EXPENSES> 196,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,327
<INCOME-PRETAX> 144,416
<INCOME-TAX> 50,545
<INCOME-CONTINUING> 93,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 93,871
<EPS-PRIMARY> 0.80
<EPS-DILUTED> 0
</TABLE>
