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): January 23, 1996
California Micro Devices Corporation
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(Exact name of registrant as specified in its charter)
California 33-399-77 94-2672609
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
215 Topaz Street, Milpitas, CA 95035-5430
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408)263-3214
Not Applicable
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(Former name or former address, if changed since last report)
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Item 7. Financial Statements and Exhibits
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On January 23, 1996, California Micro Devices Corporation (the "Company")
released certain information regarding the Company's third quarter 1996
financials.
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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: February 5, 1996 CALIFORNIA MICRO DEVICES CORPORATION
By: /s/Scott Hover-Smoot
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Scott Hover-Smoot
Secretary
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NENEWS RELEASE
Company: Jeffrey C. Kalb
Contact: President and CEO
(408) 263-3214
Agency: Ira Weingarten
Contact: Equity Communications
(805) 897-1880
For immediate release
CMD REPORTS CONTINUED GROWTH
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Milpitas, CA, January 23, 1996 -- California Micro Devices Corporation (Nasdaq
NMS: CAMD), headquartered here, today reported net income of $2.7 million, or
$0.24 per share, on revenues of $10.6 million, for the third fiscal quarter
ended December 31, 1995. This compares with a loss of $3.0 million, or
($0.35) per share, on revenues of $8.2 million for the three month period
ended December 31, 1994. Average shares and share equivalents outstanding
increased to 10,946,000 from 8,551,000 at December 31, 1994, including
1,500,000 shares held in trust for the tentative settlement of class action
shareholder lawsuits.
Third quarter results included a one-time gain of $1.6 million, or $0.14 per
share, from the previously announced sale of CMD's interest in Cell Access.
Had this transaction not occurred, third quarter net income would have been
$1.1 million, or $0.10 per share.
For the nine months ended December 31, 1995, the Company reported net income
of $4.0 million or $0.38 per share (including the Cell Access gain), on
revenues of $28.9 million. This compares with a loss of $12.0 million, or
($1.40) per share, on revenues of $28.1 million for the nine months ended
December 31, 1994.
According to Jeffrey Kalb, CMD president and chief executive officer, "We are
pleased with the continued rapid growth of sales and earnings. Product sales
increased 10% sequentially, primarily as a result of new programs, and
operating earnings showed a 34% sequential increase, in spite of continuing
heavy legal costs.
We expect ongoing improvement in our operations, but the pace of sales growth
may be slowed somewhat in the near term by the widely anticipated flatness in
the personal computer industry. PC's continue to be the most significant
market for CMD products, and some of our customers have high inventories. On
the other hand, we have seen significant order and sales growth in portable
communication, which has been a key new product focus area for CMD. With the
size, cost and performance advantages the Company can provide, this could
become a significant portion of CMD's business quite rapidly.
During the quarter, CMD began to produce some revenue from foundry operations,
producing wafers for other companies. Based on this initial success, the
Company plans to expand the program to include additional customers and
projects. In this way, CMD can utilize some of its excess capacity and
enhance the engineering and manufacturing capabilities in its Tempe, Arizona
operation."
Net product sales totaled $10.3 million for the fiscal 1996 third quarter,
ended December 31, 1995, an increase of 38% compared with $7.4 million during
the quarter ended December 31, 1994. Technology related revenues were
$380,000 compared with $713,000 in the year earlier quarter.
For the three months ended December 31, 1995, gross margins on product sales
increased to 42% of product sales compared to 13% in the year earlier period
due to improved operating efficiencies and increased sales of higher margin
thin film products. Operating expenses remain high primarily due to over
$300,000 of legal costs incurred in the quarter that were associated with
shareholder litigation and related matters.
For the nine months ended December 31, 1995, product sales increased 31% to
$27.9 million compared with $21.4 million in the year earlier period.
Technology related revenue was $990,000 compared with $6.7 million during the
nine months ended December 31, 1994, due to a one-time sale of technology to
Hitachi Metals, Ltd. during the quarter ended June 30, 1994.
For the nine months ended December 31, 1995, gross margins on product sales
were 43% of sales. Gross margins for the year earlier nine-month period were
negative due to inventory write-downs and warranty reserves booked in the
quarter ended June 30, 1994 (as restated). Operating expenses during the nine
months ended December 31, 1995, were negatively impacted by approximately
$900,000 of legal costs associated with shareholder litigation and other
matters.
The nine months ended December 31, 1994, included a $835,000 charge, or
($0.10) per share, reflecting the cumulative effect of change in accounting
principle related to a change in the method of recognizing revenue on sales to
distributors.
California Micro Devices is a designer, manufacturer and marketer of
integrated passive and active electronic components. CMD'S silicon-based,
thin film products are smaller, faster and integrate well into the major
electronic industry trends toward smaller, portable equipment, higher
frequencies and greater functionality.
Statements contained herein which are not historical facts are forward looking
statements. The forward-looking statements in this release are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward looking statements involve a number of risks and
uncertainties including, but not limited to, product demand, pricing, market
acceptance, risk of dependence on third party suppliers, intellectual property
rights and litigation, risks in product and technology development and other
risk factors detailed in the CMD's Securities and Exchange Commission filings.
CALIFORNIA MICRO DEVICES CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)
(Amounts in thousands
except per share data) Three Months Ended Nine Months Ended
December 31, December 31,
----------------- ----------------
1995 1994 1995 1994
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Revenues: (restated)
Net product sales $10,252 $7,440 $27,918 $21,376
Technology related revenues 380 713 990 6,688
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Total revenues 10,632 8,153 28,908 28,064
Cost and expenses:
Cost of sales 5,912 6,461 15,979 28,972
Research and development 822 841 2,483 2,606
Selling, marketing and
administrative 2,837 3,462 8,039 7,641
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Total costs and expenses 9,571 10,764 26,501 39,219
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Operating income (loss) 1,061 (2,611) 2,407 (11,155)
Other expense, net (1,620) 349 (1,626) 557
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Income (loss) before
income taxes 2,681 (2,960) 4,033 (11,712)
Income taxes (benefit) - - - (578)
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Income (loss) before change in
accounting principle 2,681 (2,960) 4,033 (11,134)
Cumulative effect of change in
accounting principle - - - 835
Net income (loss) $2,681 ($2,960) $4,033 ($11,969)
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Earnings per share:
Income (loss) before cumulative
effect of change in accounting $0.24 ($0.35) $0.38 ($1.30)
Cumulative effect of change in
accounting principle - - - (0.10)
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Net income (loss) per share $0.24 ($0.35) $0.38 ($1.40)
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Weighted average common shares and
share equivalents outstanding 10,946 8,551 10,553 8,540
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NOTE: Earnings for the three months and nine months ended December 31, 1995,
include a one-time gain of $1,576,000, or $0.14 per share, related to the
Company's previously announced sale of it's interest in Cell Access.
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CALIFORNIA MICRO DEVICES CORPORATION
BALANCE SHEETS
(unaudited)
(Amounts in thousands) Dec. 31, March 31,
1995 1995
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ASSETS:
Current assets:
Cash and securities $22,257 $18,960
Accounts receivable 5,757 3,203
Inventories 5,724 4,747
Refundable income taxes and other 467 5,445
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Total current assets 34,205 32,355
Property, plant & equipment, net 9,078 6,665
Restricted cash 1,213 989
Other long term assets 649 679
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Total assets $45,145 $40,688
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LIABILITIES & SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 2,960 $ 2,725
Accrued salaries and benefits 1,185 560
Other accrued liabilities 4,934 3,748
Deferred margin on shipments to distributors 1,043 1,157
Current portion of long-term debt and
capital leases 1,769 2,516
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Total current liabilities 11,891 10,706
Long-term debt, less current maturities 7,700 7,923
Capital lease obligations, less current maturites 304 1,278
Deferred income 107 136
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Total liabilities 20,002 20,043
Shareholders' equity 25,143 20,645
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Total liabilities and shareholders' equity $45,145 $40,688
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