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): May 8, 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
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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 May 8, 1996, California Micro Devices Corporation (the "Company")
released certain information regarding the Company's fourth quarter and
year-end 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: May 9, 1996 CALIFORNIA MICRO DEVICES CORPORATION
By:
/s/John Trewin
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John Trewin
Vice President and Chief Financial Officer
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NEWS RELEASE
California Micro Devices
Contacts: Jeffrey Kalb, President and CEO
(408) 934-3106
John Trewin, Vice President and CFO
(408) 934-3103
Roberta Silverstein, Press and Media
(408) 934-3141
For Immediate Release
CALIFORNIA MICRO DEVICES COMPLETES TURN-AROUND YEAR
WITH RECORD Q4 REVENUE; CAUTIOUS ABOUT Q1
Milpitas, CA, May 8, 1996 -- California Micro Devices Corporation (NASDAQ
NMS: CAMD) (CMD), headquartered here, today reported net income of $1.1
million, or $0.10 per share, on record revenues of $11.0 million, for the
fourth fiscal quarter ended March 31, 1996. This compares with a loss of
$18.9 million, or ($2.21) per share, on revenues of $7.7 million for the
three months ended March 31, 1995. Average share and share equivalents
outstanding increased to 10,909,000 from 8,554,000 at March 31, 1995,
including 1,500,000 shares held in trust for the anticipated settlement
of shareholder class action shareholder lawsuits.
For the twelve months ended March 31, 1996, the Company reported net
income of $5.1 million, or $0.48 per share, on revenues of $39.9 million.
In 1995, the Company changed its fiscal year to March 31 from June 30.
The resulting nine-month stub year ended March 31, 1995 had a loss of
$23.5 million, or ($2.75) per share, on revenues of $23.7 million.
Included in the fiscal 1996 results is a one-time gain of $1.6 million,
or $0.15 per share, from the sale of the Company's interest in Cell
Access. Fiscal 1996 results also included $1.1 million of litigation
costs related to shareholder class action lawsuits and other unusual
legal items. Fiscal 1995 results include costs associated with the
anticipated settlement of shareholder class action lawsuits and related
matters, totaling $16.3 million, as well as unusual legal and other
administrative costs totaling $3.6 million and one-time charges of $2.0
million.
According to Jeffrey Kalb, CMD's president and chief executive officer,
"Revenues reached the expected levels for the quarter, but margins
dropped a few percentage points due to a significant shift in the mix of
product sales. In total, expenses were well controlled, with SG&A being
slightly lower than prior quarters and R&D investments increasing."
"The improvement over last year is dramatic," said Kalb. "Product sales
creased to an all time high for the fourth quarter, 46% higher than a
year ago; and margins improved to 40% of product sales from 30%.
Average quarterly product sales for the year increased 30% and gross
product margins increased to 42% from 21%." The Company noted that
expenses had decreased for both the March 31 quarter and on an average
quarterly basis compared to the year earlier periods, primarily due to
lower legal and bad debt expenses.
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The Company also offered some forward looking guidance with regard to the
course of its business. 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 CMD's
Securities and Exchange Commission filings.
CMD pointed out that, as noted in its January 23, 1996 press release,
there was a significant softening in the marketplace, particularly in
PC's as manufacturers adjusted their inventory levels. In the September
30, 1995, quarter, almost half of the Company's revenue was in the PC
business. Since that time, the Company has been particularly successful
in gaining market share in the networking and personal communications
markets, but the drop for CMD in the PC market segment has been more
rapid than can be continually offset by gains in other markets in such a
short period of time. According to Kalb, "A number of our major
customers are going through inventory adjustments because of slower than
anticipated business growth, as well as model changes as they position
themselves for future growth."
The Company noted that its book to bill ratio for the March quarter was
0.98. While this is well above the semiconductor industry in general,
such levels, plus very slow bookings in April, indicate that there will
not be any sequential quarterly growth in revenues, and that it is
possible that there will be a decline in revenue in the first quarter.
However, the industry generally expects a strengthening in the second
half of the calendar year, and, should that occur, CMD's year over year
comparisons should be good.
According to Kalb, "CMD is reacting to the changing environment as
appropriate, but this slow to moderate growth will keep pressure on
margins and profits, as the Company is continuing to make investments for
the future. New design activity around CMD's thin film passive products,
and particularly around our new P/Active(TM) family of products is
accelerating. This should lead to improved growth opportunities when the
Company emerges from this transition period. In the meantime, we want to keep
our investors apprised of the rapidly changing dynamics in our Company, and
the markets we serve."
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 integrated 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. Due to the risk factors discussed herein,
the Company's future actual results could differ materially from those
discussed above.
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<TABLE>
CALIFORNIA MICRO DEVICES CORPORATION
Statement of Operations
Twelve Nine
(Amounts in thousands Months Months
except per share data) Three Months Ended Ended Ended
March 31, March 31, March 31,
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1996 1995 1996 1995
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<S> <C> <C> <C> <C>
Revenues:
Net product sales $10,724 $7,337 $38,642 $22,335
Technology related revenues 250 400 1,240 1,368
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Total revenues 10,974 7,737 39,882 23,703
Cost and expenses:
Cost of sales 6,451 5,116 22,430 17,673
Research and development 934 972 3,417 2,685
Selling, marketing and
administrative 2,534 4,682 10,573 9,763
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Total costs and expenses 9,919 10,770 36,420 30,121
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Operating income (loss) 1,055 (3,033) 3,462 (6,418)
Settlement of shareholder dispute
and related matters - 16,336 - 16,336
Other (income) expense, net (32) (448) (1,657) (137)
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Income (loss) before income taxes 1,087 (18,921) 5,119 (22,617)
Income taxes (benefit) - - - 50
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Income (loss) before change in
accounting principle 1,087 (18,921) 5,119 (22,667)
Cumulative effect of change in
accounting principle - - - 835
Net income (loss) $1,087 ($18,921) $5,119 ($23,502)
====== ======= ====== =======
Earnings per share:
Income (loss) before cumulative
effect of change in accounting $0.10 ($2.21) $0.48 ($2.65)
Cumulative effect of change in
accounting principle - - - (0.10)
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Net income (loss) per share $0.10 ($2.21) $0.48 ($2.75)
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Weighted average common shares and
share equivalents outstanding 10,909 8,570 10,645 8,554
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</TABLE>
NOTE: Earnings for the twelve months ended March 31, 1996, include a
one-time gain of $1,576,000, or $0.15 per share, related to the Company's
sale of it's interest in Cell Access in the quarter ended December 31, 1995.
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<TABLE>
CALIFORNIA MICRO DEVICES CORPORATION
Balance Sheets
(Amounts in thousands)
<S> <C> <C>
March 31, March 31,
1996 1995
ASSETS:
Current assets:
Cash and securities $22,150 $18,960
Accounts receivable 4,500 3,203
Inventories 6,940 4,747
Refundable income taxes and other 585 5,445
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Total current assets 34,175 32,355
Property, plant & equipment, net 9,314 6,665
Restricted cash 905 989
Other long term assets 534 679
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Total assets $44,928 $40,688
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LIABILITIES & SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $2,832 $2,725
Accrued salaries and benefits 1,250 560
Other accrued liabilities 4,279 3,748
Deferred margin on shipments to distributors 1,039 1,157
Current portion of long-term debt and
capital leases 1,282 2,516
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Total current liabilities 10,682 10,706
Long-term debt, less current maturities 7,490 7,923
Capital lease obligations, less current maturites 299 1,278
Deferred income 107 136
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Total liabilities 18,578 20,043
Shareholders' equity 26,350 20,645
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Total liabilities and shareholders' equity $44,928 $40,688
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</TABLE>
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