U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 15, 1995
California Micro Devices Corporation
(Exact name of registrant as specified in its charter)
California 33-399-77 94-2672609
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
215 Topaz Street, Milpitas, CA 95035-5430
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408)263-3214
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Information Released at Annual Shareholder's Meeting
On September 15, 1995, California Micro Devices Corporation
(the "Company") released certain information at its Annual Shareholder's
Meeting.
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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.
Dated: October 5, 1995 CALIFORNIA MICRO DEVICES CORPORATION
By: /S/Scott Hover-Smoot
Scott Hover-Smoot
Secretary
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ANNUAL SHAREHOLDER'S MEETING DISCUSSION
As Wade said, I'm Jeff Kalb, your new President and CEO. Over the next 30
minutes or so, I'd like to provide you with a status report and a look at
the future directions of the Company. In the process, I'll introduce you
to your new management team.
The fundamental challenges facing us as a Company are to generate revenue
growth and to do that with a level of profitability that will provide you
with an outstanding return on your investment. There are many hurdles to
overcome to achieve this goal.
Here's the problem we're dealing with. The Company has not had any growth
in product revenue. There have been some ups (such as the major spike in
revenue attributable to Apple in 1993); and some downs (such as when the
guaranteed business from the GTE acquisition dried up in 1991 and when the
Apple business went away in FY 1994).
Under the surface, the semiconductor revenue gradually declined as the GTE
products got old and weren't replaced. The thin film revenue gradually
increased, although much of the old military thin film business has eroded
and been replaced with commercial business. But, as I said, the net of all
of this has been that the Company's product revenue has not changed in 10
years, except through acquisition. During that time period, the mature and
relatively "staid" passive component's business has grown 50%, and the
semiconductor industry has grown 350%. I would have expected CMD's growth
to have been somewhere between the two.
The next part of the problem is that we need to get the profitability up. The
retained earnings for the 8 years preceding the disastrous last two years,
was less than $5M. This included the fact that there was a $10M favorable
legal settlement in 1991 which was used to do some restructuring and that
there was still about $3M in equipment for a canceled thin film head program
on the books in FY93 which was reflected in the balance sheet until FY94.
Operationally, the Company has had net negative retained earnings since
inception, even before the results of the last two years. If you were to
look more carefully at these numbers, however, you would see that the core
businesses in thin films and semiconductors probably made some profits in
the first 8 years. A major contributor to these low levels of profits were
failed attempts to enter businesses such as inkjet print heads, thin film
magnetic heads, and other projects.
We have made a significant change in strategy and decided to focus and invest
primarily in the thin film passives business. Over time, we will become more
and more a thin film company, a role for which our facilities and business
structure are well suited. There is a demonstrated market for this product
which is growing, and which we expect to grow even more rapidly in the future.
Additionally, we will build semiconductor products which compliment the thin
film products and service the same base of customers so that we can get
manufacturing and distribution leverage and build strong long term
relationships with our customers.
Our facilities are old by semiconductor standards, so we will focus on
specialty products, rather than try to go up against companies with newer,
higher productivity facilities on leading edge products. To enable this
focus, we've canceled some projects. We stopped a project to get into the high
voltage, dielectrically isolated semiconductor business, where we have no
expertise.
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We also canceled a project to get into the thin film inductor business, where
we lacked the requisite skills and capabilities to satisfy the customer's
requirements. And a project to get into the serial line communications
device business, where we had been legally enjoined from participating in the
majority of the business, has been canceled, along with funding for a Company
attempting to develop communication equipment.
Finally, we canceled a major assembly joint venture in the Philippines with
Hitachi Metals when a detailed analysis by both Companies concluded there was
no way to make this a profitable endeavor until we were dramatically larger
than we are, or can project to be, in the next few years. This project would
have consumed all of our cash and more.
One of my first priorities was to strengthen the management team.
John Trewin, Vice President and Chief Financial Officer, came to us with over
seven years experience as a CFO at O'Brien and at Ampex. He brought on board
John Clardy as Corporate Controller, having previous controller experience at
Atari and Ampex.
Ari Schifrin, Vice President, Operations, a semiconductor veteran of over
25 years, joined us after experience at National Semiconductor, Data General,
and Xicor, which, as Executive Vice President, he built from the development
stage to a $100 million company. Ari, in turn, recruited Manny Mere, General
Manager of our Milpitas operations. Manny has extensive executive experience
in manufacturing and Far East operations, most recently at Cypress
Semiconductor and Catalyst Semiconductor.
Most recently, Bob Filiault became our Vice President, Sales, after four years
as Vice president of North American Sales for Burr-Brown, preceded by a
successful 12 year career at Phillips/Signetics. Carl Ross, another
semiconductor veteran, manages East Coast sales for Bob.
There are also a number of important people who were with the Company before
I joined, and they have been strengthening their teams.
Richard Helfrich, the VP of Marketing, joined us a little over a year ago,
right before chaos set in. Richard is another industry veteran of over
30 years, with experience at Monolithic Memories, AMD, and as one of the
founders of Vitesse Semiconductor. He has, in turn brought in John Nemec,
a senior applications manager, and they and the rest of the marketing team
have brought in other senior people.
Dr. Hariharan also joined us a year ago as VP of engineering after a successful
25 year career at Magnavox and has been adding to the engineering staff.
Scott Hover Smoot, has been here over a year now, having joined us to handle
primarily intellectual property matters after a successful career with
Berliner Cohen and having performed admirably as Corporate counsel during
these times of trouble.
Zia Malik is also an industry veteran of long standing, having worked for
companies such as AMI, National Semiconductor, LSI Logic and others. He
manages our partnership with Hitachi.
Staffing is an on-going project, especially as we grow. And we are looking
to bring in additional talented people over time.
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The second strategic element is to get revenue growing. When I came on board,
one of the first things I did was to talk to our customers and our reps. I
got beat up pretty badly about customer service in general and about on-time
delivery in particular. It was also clear, that with a few exceptions, most
of our customers didn't "NEED" us. We weren't "KEY SUPPLIERS" to a
significant number. From that I decided that a focus on the customer, through
both products and service, had to be the cornerstone of our business
turnaround. One rep told me that if we could just avoid losing customers as
fast as they found them, we would just naturally grow. I'm not going to
bank on that, but it is a comforting thought.
To find out how we were positioned, we began taking some customer and rep
surveys using 6 different categories. We got a pretty low ranking on a scale
of 1 to 10. We are making some progress, but it's slow and we have a lot of
bad impressions to overcome.
One of the major issues has been our on time delivery. We were shipping as much
as 70% of our line items delinquent to our own commit date, much less the
customer request date. The dollar value of the delinquencies were down at
the 5 - 7% level, but that really reflects our internal focus of making sure
we got the revenue, as opposed to our new external focus on satisfying the
customers needs. Late deliveries not only make the customer unhappy, but
result in increased costs through expedite charges, people monitoring special
lots to hustle them through the fab, and significant management involvement.
They also lead to increased mistakes.
The dramatic increase in bookings and some assembly constraints in ramping up,
has put a lot of pressure on customer service and made it difficult to make as
much progress on this front as I would have liked. But we'll get there.
Fundamental to improving customer service is the notion that the customer may
not always be right, but they are always the customer and we have to do our
utmost to satisfy their requirements.
One of the first things we did after my baptism of fire was to eliminate
multiple sources of the same data and focused on getting one set to be
correct. We had to at least to be able communicate effectively among
ourselves. This wasn't as easy as it might seem, taking over 6 months before
the wrinkles were ironed out. We re-organized the first line customer
interface and created a tactical marketing unit to handle it, centralising
all such activity in Milpitas and allowing the customer to interface with
one entity instead of the two they previously had to deal with.
The tactical marketing people were provided with some improved, albeit still
woefully inadequate information systems. Marketing forecasts were
re-implemented and forced down to a customer by customer detailed level which
we monitor, correct, and improve on a monthly basis.
In order to utilize our resources most effectively we have narrowed our focus,
concentrating on PC's, Work Stations, Mobile Telecom, Auto, and some of our
traditional Instrumentation and special-use customers. The purpose in
narrowing the focus is so that we can become value added contributors to
these applications areas, not just component suppliers. Within those areas,
we are directing most of our resources to 40 Strategic and Target accounts,
some of whom we do business with, and others of which we don't. The total
served available market in these accounts is more than enough to assure our
growth for the next several years.
We have announced and are evolving a family of Standard Products and
trying to direct as much business as possible to these products. For
those who require smaller volumes of many different
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parts, we are developing a family of "tuneable parts" which can be quickly
customized for customer requirements. We are discouraging small volume custom
business by raising minimum order sizes and demanding higher levels of NRE.
Previously, we were taking orders for custom parts for as little as $100 per
line item. And we have narrowed the product line somewhat by eliminating some
of the tremendous variety of packages we were offering. Our methods for
serving the customers will continue to evolve as we learn more about their
requirements.
From a product and technology perspective, there are two things we need to do
if we are to become truly important to our customers and make a good profit
margin. We must provide unique solutions to our customer's problems, and
identify and satisfy a compelling need.
For those of you who are familiar with the terminology and concepts in the book
"Crossing the Chasm" by Geoffrey Moore we have historically been serving the
early adopters and technology enthusiasts. To cross over the chasm and get
into the mainstream of the passives market, we need a bridge or hook in the
form of solving some compelling customer needs in a unique and cost effective
way. For example, high speed processor busses need terminations with lower
crosstalk; Cellular phones, which have been an area CMD has been attempting
to penetrate, need better filter characteristics. And many of our filter
customers need higher operating frequencies, better ESD protection, and a
variety of other characteristics.
Thin Film passives have always had a frequency and size advantage over
traditional passives, but today's applications require even higher frequency
operation and greater densities. Thin Film passives are uniquely suited to
satisfy these needs. We have identified three such compelling needs in
large markets , one in the area of terminations, and two in filters, for
which we are developing solutions unique to CMD which we think have
outstanding value.
In some respects, providing the right products is simply a matter of
listening carefully to your customer's needs, and improving technology in
the direction necessary to satisfy those requirements. We are redesigning
all of our high volume passives with new process technology, making heavy use
of simulation and modeling techniques to achieve every possible advantage
for our customers. Customers need higher frequency capability and better
performance, and were getting about a 3X improvement in capability with our
new designs. At the same time, we're reducing die sizes by a factor of 2-4X,
lowering costs in the process. Lower costs will ultimately make it possible
for our customers to use our products in more applications. Smaller die sizes
also allow the devices to be put in smaller packages for higher system
density. This permits our customers to squeeze yet more functionality into
some impossibly small space. And we're targeting better quality, especially
in the area of Electrostatic Discharge Protection, to meet today's advanced
quality and reliability requirements.
To achieve both our profitability and growth goals, we have to improve our
margins while at the same time reducing our prices. Semiconductors and thin
film passives costs are yield driven. We are investing in improving the
facilities, and upgrading equipment and process control to get better yields.
This will lead to higher and more predictable output, with less over-runs,
less scrap and waste, as well as better customer service. In order to drive
down our costs further, we are investing in new, better, faster, equipment
and better process control.
As we re-design products for better performance, we're shrinking the size of
the die to get more die per wafer and in some cases simplifying the processes
for even higher yield and better throughput. And we've begun the process of
consolidating our offshore assembly vendor base and establishing
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test capability on the assembly vendor's site. We have already qualified the
first offshore test operation, and will eventually ship direct from there to
customers world-wide to reduce freight and handling costs.
For the next few years, however, we won't have the products to utilize our
facilities fully and need to spread costs. To do that we've begun doing some
foundry business. Though this is traditionally lower margin business, it
will help to spread the fixed costs. We have a qualification with our first
customer and will begin to ramp up.
The last, and by no means least strategic element is the installation of
management information systems. They are core to everything we're doing.
We have installed computer networking for electronic document distribution,
reception and distribution of Faxes, as well as E-Mail. and general office
functions.
The first ever WIP system is now operational in Milpitas and this will soon
be expanded to provide a complete standard cost system, with the ability to
analyze financial variances down to the part level. This capability should
be available in Tempe by mid October, replacing a system from the early
1980's. One of the inhibiting factors in installing systems has been lack
of documentation of the business processes. We have undertaken a massive
documentation effort which is nearly complete. This should also allow us to
qualify for ISO 9000, which would otherwise have been impossible. The next
step which we have begun is the installation of a full Manufacturing Resource
Planning system, which will have Electronic Data Interchange to Customers,
planning capabilities, automated reports, etc. We will get the basic system
on line by the end of December. But we will spend at least another year
bringing the full capabilities on line. And we have also been working on
policies and procedures for HR, adopting formal job classifications and
salary reviews. Stock administration has also been upgraded. These may not
seem like rocket science endeavors, but they are major tasks requiring
incredible amounts of attention and manpower.
While it is still quite early in the process, there are some things to look
at. For instance, bookings are the prelude to revenue growth, and they have
been strong. The 6+ million dollars of bookings in Q4 FY94, which ended in
June 1994, pretty well tracked with the average revenue for that fiscal
year. After the beginning of CMD's troubles, the bookings for the fall
December quarter of FY95 declined significantly. It's not clear whether
this was due to customers holding back, or to the lack of focus within the
Company. It is very clear, however, that we lost a lot of potential design
wins during the second and third quarters, and that this will negatively
impact our performance for the next two years. However, in Q3 FY95, ending
in March, and Q1 FY96 ending in June, bookings jumped to a level almost
twice as high as the run rate coming out of FY94. The book to bill ration
was 1.4:1.
Some customers who had clearly left the Company have come back and are
putting our products into new designs. Summer months, however, are a
notably slow time for our business. So it's unclear what the sustainable
bookings level will be going forward, but we clearly expect this quarter
to again be above 1:1.
One of the most often asked questions is where are CMD's products used.
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<TABLE>
USES OF CMD PRODUCTS
<S> <C>
PC & PERIPHERALS 42%
FIXED COMMUNICATIONS 15%
WORK STATIONS 14%
PORTABLE COMMUNICATIONS 10%
INSTRUMENTS 7%
MEDICAL 4%
MILITARY 3%
AUTOMOBILE 2%
OTHER 3%
</TABLE>
The largest segment, 42%, is in the PC and PC peripherals business. The
next largest segments are fixed/ground based communications, workstations,
and portable communications in that order. All of these areas are growing
rapidly. The traditional medical and instrumentation businesses are
relatively flat. The automotive business is embryonic, and the military
business is rapidly going away. The next key metric is product shipments.
The distinction needs to be made between product shipments and reported
product revenues.
At the beginning of FY95, the Company adopted a more conservative accounting
method typical of the semiconductor industry. We now recognize revenues
from distributor shipments only after the distributor re-sells the product.
During most of the year, distributors were reducing their inventories, so
product shipments were below reported revenue. That is changing as their
inventories come into balance, and that phase is essentially over. In the
future, I would expect that product shipments would have to be slightly
above reported revenue for the distributors do to keep their inventories in
line with increasing sales.
When bookings declined in Q2 and distributors began reducing inventories, the
Company scaled back its production capability to match requirements, letting
people go in manufacturing and dropping to a very low and unsustainable
assembly contracting level in Q2. This was unfortunate from a timing
standpoint, because when bookings picked up in March, the assembly industry
had become extremely strapped for capacity and we were out of the market,
having lost some of our allocations.
Despite this, we have been able to ramp-up product shipments significantly
and gradually improve the level of customer service. The assembly situation,
while continuing to be tight, has gotten better for us, and it appears we
will be covered for the rest of the fiscal year. A lot of credit for this
goes to Ari Schifrin and Manny Mere for their efforts in securing this
capacity. They drew on a lot of old relationships to get us new capacity.
A Company coming out of two years of severe losses, and essentially no
retained earnings for the eight years before that this cannot be overstated.
In the first quarter of FY96 we turned the corner and became profitable on a
quarterly basis for the first time in two years. This was about one quarter
ahead of our internal schedule. Prior to that, we had been running over
$2M/ Quarter in losses, including our high legal and audit fees. I haven't
spent the time to dissect Q4 FY94, but I suspect that if you take out some
extraordinary write-downs, it was at about the same level.
Looking forward, I have an ongoing concern about legal expenses being
tremendously variable. They were about $400K last quarter, $200K of
which were directly associated with the shareholders
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suits and SEC investigations and $200K associated with other cleanup.
While I expect the operating profit to continue to strengthen, these
expenses will continue at a high level for an extended period of time,
and must be considered to be highly variable. That means they can, and
most likely will, take some big jumps up again. But even at their Q1
level of $400K, this is an enormous percentage of the Company's true
operating profit and it's going to be difficult to see the desired level
ofprofitability until such time as we get some resolution, both to the
shareholders suits and to some of the investigations and other litigation.
Receivables are more than just a measure of the effectiveness of collections
people. They are a measure of quality, of shipping what the customer orders,
when they order it, and of generally making the customer feel they should be
paying for a proper service rendered.
I'm pleased to report that the number of days necessary to collect receivables
is declining even as the volume of business has picked up. We've gotten down
to 52 days, about typical for the semiconductor industry. This is partly due
to the fact that we have achieved more linear shipments throughout the
quarter - running about 30/30/40 versus the tremendous hockey sticks that had
been customary. Additionally, there has been a concerted effort to clean up
problem accounts and to avoid creating new ones. While I'm pleased to be down
to the level of the industry, I think we can do better, especially if we keep
our shipments fairly level.
The Company came into this period with a strong cash position due to the
Hitachi investments and the calling of some warrants in the fall of 1993.
We were on a cash slide this time a year ago, and actually for some time
before that. In the second calendar quarter of this year, this slide was
essentially arrested, despite the fact that we have been doing some
substantial buy-outs of old leases to make better use of the large amount
of cash we have on hand.
<TABLE>
CASH & SECURITIES
(Amounts in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
- - -----------------1994---------------------
Aug Sep Oct Nov Dec
29,220 29,506 26,958 23,313 23,406
- - -------------------------------1995----------------------------------
Jan Feb Mar Apr May Jun Jul Aug
21,589 22,119 18,959 17,913 18,106 17,947 21,614 22,244
</TABLE>
In the July and August time frame, we not only saw the benefits of reduced
receivables, but pulled in substantial amounts of cash by recovering moneys
from the canceled assembly project in the Philippines and large tax payments
that were made last summer before the restatement of FY94.
In summary, I believe we have a significant opportunity for Growth and Profit.
We intend to accomplish that by focusing on the exciting opportunity we have
in thin film passive components where we are the industry leader. There's a
lot of work to do, and it will take time. I appreciate your support in this
effort, and we plan to do everything we can make your stock ownership a
profitable venture for you.
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