<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 1996
------------------------
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 1-8342
---------
PICO PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 15-0624701
- ------------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12500 Foothill Blvd.
Lakeview Terrace, California 91342
- ------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 897-0028
--------------
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
requirement for the past 90 days.
YES X NO
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of May 31, 1996.
Common Stock, $0.01 par value 4,000,146
- ----------------------------- --------------------
Class Number of Shares
This report consists of 18 pages.
1
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PICO PRODUCTS, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -
April 30, 1996 and July 31, 1995 3-4
Condensed Consolidated Statements
of Operations - Three and Nine Months
Ended April 30, 1996 and 1995 5
Condensed Consolidated Statements
of Cash Flows - Nine Months Ended
April 30, 1996 and 1995 6-7
Notes to Condensed Consolidated Financial
Statements 8-11
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial
Condition 12-15
PART II OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PICO PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
April 30, July 31,
1996 1995
------------ -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 534,720 $ 501,525
Accounts receivable (less allowance
for doubtful accounts: April 30,
1996, $280,000; July 31, 1995,
$290,000) 5,800,286 5,892,338
Inventories (Note 2) 10,257,585 9,760,164
Prepaid expenses and other current
assets 220,442 183,870
----------- -----------
TOTAL CURRENT ASSETS 16,813,033 16,337,897
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Buildings 217,255 217,255
Leasehold improvements 345,136 259,277
Machinery and equipment 2,553,546 2,428,605
----------- -----------
3,115,937 2,905,137
Less accumulated depreciation
and amortization 2,321,925 2,121,382
----------- -----------
794,012 783,755
----------- -----------
OTHER ASSETS:
Patents and licenses (less accumulated
amortization: April 30, 1996,
$60,686; July 31, 1995, $56,204) 160,524 165,006
Excess of cost over net assets of
businesses acquired (less accumulated
amortization: April 30, 1996,
$359,670; July 31, 1995, $337,890) 217,765 239,545
Deposits and other noncurrent assets 161,249 107,147
----------- -----------
539,538 511,698
----------- -----------
$18,146,583 $17,633,350
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
PICO PRODUCTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)
(Unaudited)
<TABLE>
<CAPTION>
April 30, July 31,
1996 1995
------------ ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable (Note 6) $ 9,480,537 $ 7,778,655
Current portion of long-term debt
(Note 7) 308,232 362,239
Accounts payable 2,421,352 3,326,366
Accrued expenses:
Legal and accounting 142,918 90,443
Payroll and payroll taxes 546,174 484,854
Other accrued expenses 308,231 336,450
Other current liabilities (Note 5) 462,066 462,066
------------ ------------
TOTAL CURRENT LIABILITIES 13,669,510 12,841,073
------------ ------------
LONG-TERM DEBT 19,861 278,820
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 5) - -
SHAREHOLDERS' EQUITY (Note 7):
Preferred shares, $.01 par value;
authorized 500,000 shares;
no shares issued - -
Common shares, $.01 par value;
authorized 15,000,000 shares;
issued and outstanding 4,000,146
shares at April 30, 1996 and
3,637,046 shares at July 31, 1995 40,001 36,370
Additional paid-in capital 21,953,999 21,565,255
Stock subscription receivable (75,000) -
Accumulated deficit (17,354,094) (17,010,269)
Cumulative translation adjustment (107,694) (77,899)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 4,457,212 4,513,457
------------ ------------
$ 18,146,583 $ 17,633,350
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
PICO PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
-------------------------------------- ---------------------------------------
1996 1995 1996 1995
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
SALES $ 9,125,971 $ 7,790,384 $ 25,986,191 $ 23,889,327
COSTS AND EXPENSES:
Cost of sales 6,908,521 5,908,862 19,518,518 18,162,668
Selling and
administrative
expenses 2,228,527 1,642,426 6,114,720 5,096,295
------------- -------------- -------------- --------------
TOTAL COSTS AND EXPENSES 9,137,048 7,551,288 25,633,238 23,258,963
------------- -------------- -------------- --------------
INCOME (LOSS) FROM
OPERATIONS (11,077) 239,096 352,953 630,364
OTHER INCOME (Note 3) 7,379 24,829 12,269 275,728
INTEREST EXPENSE (242,898) (181,129) (709,047) (490,092)
------------- -------------- -------------- --------------
INCOME (LOSS) BEFORE
INCOME TAXES (246,596) 82,796 (343,825) 416,000
------------- -------------- -------------- --------------
INCOME TAX PROVISION
(Note 4) - 26,388 - 26,388
------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (246,596) $ 56,408 $ (343,825) $ 389,612
============= ============== ============== ==============
NET INCOME (LOSS) PER
COMMON AND COMMON
EQUIVALENT SHARE:
Primary $ (0.06) $ 0.01 $ (0.09) $ 0.09
============= ============== ============== ==============
Fully diluted $ (0.06) $ 0.01 $ (0.09) $ 0.09
============= ============== ============== ==============
WEIGHTED AVERAGE COMMON
AND EQUIVALENT SHARES
OUTSTANDING:
Primary 3,821,368 4,229,296 3,718,555 4,262,885
============= ============== ============== ==============
Fully diluted 3,821,368 4,229,296 3,718,555 4,262,885
============= ============== ============== ==============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
PICO PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
April 30,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (343,825) $ 389,612
Adjustments to reconcile net income
(loss) to net cash used
in operating activities:
Depreciation and amortization 272,132 296,122
Changes in operating assets
and liabilities (1,355,953) (791,149)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (1,427,646) (105,415)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (203,708) (170,334)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under a
line of credit agreement 1,701,882 454,490
Principal payments on long-term debt (94,058) (63,806)
Proceeds from exercise of stock options 56,725 3,000
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,664,549 393,684
----------- -----------
NET INCREASE IN CASH
AND CASH EQUIVALENTS 33,195 117,935
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 501,525 441,609
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 534,720 $ 559,544
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Interest $ 703,927 $ 476,070
Income taxes 28,950 15,138
</TABLE>
In October 1995 the Company financed the purchase of office equipment totaling
approximately $31,000.
(Continued on next page)
See notes to condensed consolidated financial statements.
6
<PAGE>
PICO PRODUCTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(Unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (CONTINUED):
In March 1996 the holder of $250,000 of the Company's notes payable exercised
250,000 warrants to purchase common stock of the Company at $1.00 per share.
The proceeds from the exercise of the warrants offset the payment due on the
debt.
In April 1996 an officer of the Company exercised options to acquire 125,000
shares of the Company's common stock in exchange for a stock subscription note
receivable.
See notes to condensed consolidated financial statements.
7
<PAGE>
PICO PRODUCTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) GENERAL
The Company's primary industry is the manufacturing and distribution of
equipment and parts for the cable television (CATV) and satellite master antenna
television (SMATV) markets. The accompanying unaudited condensed consolidated
financial statements include all adjustments which are, in the opinion of the
Company's management, necessary to present fairly the Company's financial
position as of April 30, 1996, and the results of its operations and its cash
flows for the three and nine month periods ended April 30, 1996 and 1995. All
such adjustments are of a normal recurring nature. All significant intercompany
accounts and transactions have been eliminated.
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 the rules and regulations of the
Securities and Exchange Commission. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
related notes contained in the Company's Annual Report on Form 10-K for the
fiscal year ended July 31, 1995.
The results of operations for the interim periods shown in this Report are not
necessarily indicative of the results to be expected for the fiscal year.
(2) INVENTORIES
The composition of inventories was as follows:
<TABLE>
<CAPTION>
April 30, July 31,
1996 1995
------------ -----------
<S> <C> <C>
Raw materials $ 3,374,620 $ 3,350,435
Work in process 753,176 319,386
Finished goods 6,129,789 6,090,343
------------ -----------
$ 10,257,585 $ 9,760,164
============ ===========
</TABLE>
8
<PAGE>
(3) OTHER INCOME
Other income consisted of the following:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
April 30, April 30,
-------------------------------------- ---------------------------------------
1996 1995 1996 1995
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Royalty income $ - $ 17,516 $ - $ 256,657
Interest income 7,379 7,313 12,269 19,071
------------- -------------- -------------- --------------
$ 7,379 $ 24,829 $ 12,269 $ 275,728
============= ============== ============== ==============
</TABLE>
(4) INCOME TAXES
No provision for U.S. Federal and state regular income taxes or foreign income
taxes has been recorded for the three and nine month periods ended April 30,
1996 and 1995 due to the Company's U.S. Federal and state net operating loss
carryforward positions and tax holidays granted the Company's foreign
subsidiaries. However, a provision for U.S. Federal and state alternative
minimum tax was established for the three and nine month periods ended April 30,
1995.
(5) LITIGATION AND CONTINGENCIES
ARCOM LITIGATION
In November 1991, Arrow Communication Laboratories, Inc. (Arcom) of Syracuse,
New York, initiated a lawsuit in the New York Supreme Court, which, as amended,
alleged that Arcom had a paid-up license with respect to the Company's patent
for positive trapping systems and that Arcom was entitled to unspecified damages
based on overpayment of royalty amounts. Arcom also claimed that it was
entitled to compensatory damages in excess of $250,000, plus punitive damages of
$3,000,000, as a result of a Company press release announcing termination of the
license agreement. The Company initiated a patent infringement suit against
Arcom in the United States District Court for the Northern District of New York,
which sought treble damages for willful infringement plus attorneys fees.
In May, 1996, the Company and Arcom agreed to settle the foregoing lawsuits,
pursuant to which all suits were terminated and dismissed with prejudice. As
part of this agreement, the Company and Arcom, respectively, granted each other
full releases from liability, the Company released certain deposits and other
collateral provided to the Company by Arcom during the litigation, and the
Company reimbursed Arcom approximately $70,000 for certain fees and expenses.
9
<PAGE>
EPA INFORMATION REQUEST
On March 6, 1995, a subsidiary of the Company received a Joint Request for
Information (the "Information Request") from the United States Environmental
Protection Agency, Region II (the "EPA"), under the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), with
respect to the release and/or threatened release of hazardous substances,
hazardous wastes, pollutants or contaminants into the environment at the
Onondaga Lake Site, Syracuse, Onondaga County, New York. The Company has
learned that the EPA added the Onondaga Lake Site to the Superfund National
Priorities List on December 6, 1994, and has completed an onsite assessment of
the degree of hazard. The EPA has indicated that the Company is only one of 26
companies located in the vicinity of Onondaga Lake or its tributaries that have
received a similar Information Request.
The Information Request related to the activities of the Company's Printed
Circuit Board Division, which conducted operations within the specified area,
and was sold to a third party in 1992. Under the Agreement of Sale with the
buyer, the Company retained liability for environmental obligations which
occurred prior to the sale.
The Company has provided all information requested by the EPA. The Information
Request does not designate the Company as a potentially responsible party, nor
has the EPA indicated the basis upon which it would designate the Company as a
potentially responsible party. The Company is therefore unable to state whether
there is any material likelihood for liability on its part, and, if there were
to be any such liability, the basis of any sharing of such liability with
others.
OTHER
The Company is involved, from time to time, in certain other legal actions
arising in the normal course of business. Management believes that the outcome
of other litigation will not have a material adverse effect on the Company's
consolidated financial statements.
(6) DEBT COVENANT VIOLATION
At April 30, 1996, the Company was in technical violation of a financial
covenant relating to Pico Macom's bank revolving line of credit. This covenant
restricts the maximum advances to affiliates by Pico Macom. Pico Macom's bank
has issued a waiver of this violation effective April 30, 1996. All other
covenants relating to this line of credit were met as of April 30, 1996.
10
<PAGE>
(7) DEBT CONVERSION TO EQUITY
In February 1993, the Company completed private placement financings totaling
$1,000,000. The financings consisted of three notes. The first note for
$500,000 was paid in full in May 1994. The second and third notes totaling
$500,000 provide for interest at 8% and were payable in two equal installments
in February 1996 and in February 1997. In connection with the financings, the
Company issued warrants for 425,000 shares of its common stock, exercisable
through fiscal year 1998 at $1.00 per share.
On February 28, 1996, the Company was notified by the holder of the two
outstanding notes payable that they intended to exercise 250,000 warrants to
purchase common stock of the Company as an offset against the first $250,000
installment payment due on the debt. This transaction was completed in March
1996.
11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
The following discussion compares the operations of the Company for the three
and nine month periods ended April 30, 1996 with the operations for the three
and nine month periods ended April 30, 1995, as shown by the unaudited condensed
consolidated statements of operations included in this quarterly report.
RESULTS OF OPERATIONS
Sales increased by approximately $2,097,000, or 9%, for the nine months ended
April 30, 1996 compared with the nine months ended April 30, 1995, and sales
increased by approximately $1,336,000, or 17%, for the fiscal quarter ended
April 30, 1996 compared to the same period in the previous fiscal year. The
Company's CATV division recorded sales increases of approximately 37% and 34%,
respectively, for the nine and three month periods ended April 30, 1996 compared
to the same periods in the previous fiscal year. These increases were primarily
due to increasing domestic and international demand for pay TV encoders and
decoders. The Company's Pico Macom subsidiary recorded sales increases of
approximately 2% and 12%, respectively, for the nine and three month periods
ended April 30, 1996, compared to the same periods of the previous fiscal year.
During the first half of fiscal 1996, the consolidation of several US multiple
cable TV system operators (MSO's) and the investment by the MSO's in South
America resulted in a temporary reduction in demand for the Company's products.
Pico Macom sales for the first half of fiscal 1996 were affected by this
reduction in purchasing. The increase in Pico Macom sales in the third quarter
of fiscal 1996 compared to the same period of the previous fiscal year resulted
from an upsurge in demand for product in both South America and in the US as
cable TV system hardware demands returned to normal levels and in some cases
exceeded normal requirements.
Cost of sales increased by approximately $1,356,000, or 8%, for the nine months
ended April 30, 1996 compared with the nine months ended April 30, 1995, and
cost of sales increased by $997,000, or 17%, for the fiscal quarter ended April
30, 1996 compared with the same fiscal quarter in the previous year. Cost of
sales as a percentage of sales decreased by 1% (from 76% to 75%) for the nine
month period ended April 30, 1996 versus the same period in the previous fiscal
year. The dollar increase in cost of sales was primarily attributable to the
increase in sales volume. The 1% decrease in cost of sales as a percentage of
sales for the nine month period was primarily due to the improved purchasing
power of the U.S. dollar in the Far East which resulted in slight product cost
reductions, and due to manufacturing cost improvements for the Company's CATV
division security products.
12
<PAGE>
Selling and administrative expenses increased by approximately $1,018,000, or
20%, for the nine months ended April 30, 1996 compared to the nine months ended
April 30, 1995, and increased by approximately $586,000, or 36%, for the fiscal
quarter ended April 30, 1996 compared with the same fiscal quarter of the
previous year. The primary reasons for the increases in selling and
administrative expenses were continuing increased investment in product
development and expenditures related to development of new markets in Asia and
to the Company's new regional office in Hong Kong. For the nine month period
ended April 30, 1996, the Company's product development expenses and Asian
market development expenses increased by $330,000 and $557,000 respectively,
when compared with the same period of the previous fiscal year. Management
anticipates that this current level of selling and administrative expenses will
continue throughout the remainder of fiscal year 1996.
Other income decreased by approximately $263,000, or 96% for the nine months
ended April 30, 1996 compared to the nine months ended April 30, 1995, and other
income decreased by approximately $17,000, or 70%, for the fiscal quarter ended
April 30, 1996 compared with the same fiscal quarter in the previous year. The
decreases in other income were primarily due to the elimination of royalty
income from license holders following the expiration of the Company's patent for
positive encoding and decoding systems in February 1995.
Interest expense increased by approximately $219,000, or 45%, for the nine
months ended April 30, 1996 compared with the nine months ended April 30, 1995,
and interest expense increased by approximately $62,000, or 34%, for the fiscal
quarter ended April 30, 1996 compared with the same fiscal quarter of the
previous year. The increases were primarily due to higher borrowing levels on
the Company's bank line of credit to support the Company's working capital
requirements during the nine and three month periods ended April 30, 1996.
No provision for U.S. Federal and state regular income taxes or foreign income
taxes has been recorded for the three and nine month periods ended April 30,
1996 and 1995 due to the Company's U.S. Federal and state net operating loss
carryforward positions and tax holidays granted the Company's foreign
subsidiaries. However, a provision for U.S. Federal and state alternative
minimum tax was established for the three and nine month periods ended April 30,
1995.
The Company recorded a net loss in both the nine and three month periods ended
April 30, 1996 of approximately $344,000 and $247,000, respectively. The losses
reflect a continued investment in product development and Asian market
development expenses which are key to the future growth of the Company.
Profitability in future periods is contingent upon acceptance of the new
products in the market place, increased sales in Asia and South America and
continued increases in capital spending by major U.S. cable TV system operators.
13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 1996, the Company had working capital of approximately
$3,144,000 and a ratio of current assets to current liabilities of approximately
1.23 to 1, compared with working capital of approximately $3,497,000 and a ratio
of 1.27 to 1 as of July 31, 1995. During the nine months ended April 30, 1996,
the Company recorded negative cash flow from operating activities primarily as a
result of the loss from operations, increased inventory purchases to support the
Company's forecasted sales levels, and reduction of accounts payable.
However, sales for the first nine months of fiscal year 1996 have been lower
than anticipated, resulting in higher inventory levels. This inventory
investment has placed a strain on the Company's working capital position. The
Company has significantly reduced inventory levels through increased orders from
South America, Asia and U.S. cable TV system operators, and through conversion
of raw material and components for newly developed products into finished goods
for shipment to customers.
During the nine months ended April 30, 1996 and 1995, cash used for capital
expenditures was approximately $204,000 and $170,000 respectively. Capital
expenditures for the remainder of fiscal year 1996 are expected to be under
$100,000.
Pico Macom has an $11,000,000 revolving bank line of credit which is secured
by accounts receivable and inventory. The line provides for interest at the
prime rate (8.25% at April 30, 1996) plus 1.25%. In December 1995, the bank
increased the line of credit from $10,000,000 to $11,000,000, increased the
borrowing limit against eligible inventories from $4,500,000 to $5,500,000
and extended the term of the line of credit from May 25, 1996 to December 31,
1996. The revolving line of credit is used to fund operating expenses, product
purchases and letters of credit for import purchases. The line has a
$1,500,000 sublimit for outstanding letters of credit. The amount available
to borrow at any one time is based upon various percentages of eligible
accounts receivable and eligible inventories as defined in the agreement.
The credit facility is subject to certain financial tests and covenants.
At April 30, 1996, the Company was in technical violation of a financial
covenant relating to Pico Macom's bank line of credit. This covenant
restricts the maximum advances to affiliates by Pico Macom. Pico Macom's
bank has issued a waiver of this violation effective April 30, 1996. All
other covenants relating to this line of credit were met as of April 30, 1996.
14
<PAGE>
Management anticipates that the bank line of credit will be renewed. Failure to
obtain such financing would have a materially adverse effect on the Company's
working capital requirements. In that event, the Company would seek alternative
asset-based financing. At April 30, 1996, Pico Macom had approximately
$9,481,000 in revolving loans and approximately $30,000 in letters of credit
outstanding, and the unused portion of the borrowing base was approximately
$445,000.
In February 1993, the Company completed private placement financings totaling
$1,000,000. The financings consisted of three notes. The first note for
$500,000 was paid in full in May 1994. The second and third notes totaling
$500,000 provide for interest at 8% and are payable in two equal installments in
February 1996 and in February 1997. In connection with the financings, the
Company issued warrants for 425,000 shares of its common stock, exercisable
through fiscal year 1998 at $1.00 per share.
On February 28, 1996, the Company was notified by the holder of the two
outstanding notes payable that they intended to exercise 250,000 warrants to
purchase common stock of the Company as an offset against the first $250,000
installment payment due on the debt. This transaction was completed by the end
of March 1996.
Management believes that the current credit arrangements along with an
inventory reduction program should provide sufficient cash to fund the Company's
operations for the remainder of the fiscal year. Should the Company identify
opportunities that require cash beyond that generated internally or available
from its credit line, the Company would seek to increase its current credit
line. Alternatively, the Company would consider seeking other sources of cash,
including, but not limited to, a private placement or a public offering.
However, there can be no assurance that additional financing with favorable
terms will be available if needed.
Profitability of operations is subject to various uncertainties including
general economic conditions and the actions of actual or potential competitors
and customers. The Company's future depends on the growth of the cable TV
market in the United States and internationally. In the United States, a number
of factors could affect the future profitability of the Company, including
changes in the regulatory climate for cable TV, changes in the competitive
structure of the cable and telecommunications industries or changes in the
technology base of the industry. Internationally, the Company's profitability
depends on its ability to penetrate new markets in the face of competition from
other United States and foreign companies.
15
<PAGE>
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Incorporated by reference from financial statement footnote number 5 of Part I.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
11.1 Computation of Per Share Earnings.
27 Financial Data Schedule (included only in the EDGAR filing).
(b) Reports on Form 8-K:
None.
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.
PICO PRODUCTS, INC.
REGISTRANT
DATE: June 5, 1996 Joseph T. Kingsley
-------------------------------------
Senior Vice President of Finance
Chief Financial Officer
16
<PAGE>
FORM 10-Q
QUARTER ENDED APRIL 30, 1996
EXHIBITS
11.1 Computation of Per Share Earnings
27 Financial Data Schedule (included only in the EDGAR filing).
17
<PAGE>
EXHIBIT 11.1
PICO PRODUCTS, INC.
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended April 30, Ended April 30,
-------------------------------------- ---------------------------------------
1996 1995 1996 1995
------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) ATTRIBUTABLE
TO COMMON STOCK $ (247) $ 56 $ (344) $ 390
============= ============== ============== ==============
PRIMARY EARNINGS PER SHARE:
Weighted average number
of common shares
outstanding 3,821 3,637 3,719 3,635
Dilutive effect of stock
options and warrants
after application of
treasury stock method - 592 - 628
------------- -------------- -------------- --------------
Number of shares used to
compute primary
earnings (loss)per share 3,821 4,229 3,719 4,263
Primary earnings (loss) per share $ (0.06) $ 0.01 $ (0.09) $ 0.09
============= ============== ============== ==============
FULLY DILUTED EARNINGS PER SHARE:
Weighted average number
of common shares
outstanding 3,821 3,637 3,719 3,635
Dilutive effect of stock
options and warrants
after application of
treasury stock method - 592 - 628
------------- -------------- -------------- --------------
Number of shares used to
compute fully diluted
earnings (loss) per share 3,821 4,229 3,719 4,263
Fully diluted earnings (loss)
per share $ (0.06) $ 0.01 $ (0.09) $ 0.09
============= ============== ============== ==============
</TABLE>
18
<TABLE> <S> <C>
<PAGE>
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<S> <C>
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0
0
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</TABLE>
