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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
[_] FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 1997
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 0-16071
----------------
CALCOMP TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 06-0888312
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2411 W. LA PALMA AVENUE, 92803
ANAHEIM, CALIFORNIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(714) 821-2000
(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, and (2) has been subject to such filing
requirements 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 the latest practicable date.
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<S> <C>
CLASS OF COMMON STOCK OUTSTANDING AT OCTOBER 24, 1997
$.01 par value 47,069,950
</TABLE>
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CALCOMP TECHNOLOGY, INC.
TABLE OF CONTENTS
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PAGE
----
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 28, 1997
(unaudited) and December 29, 1996............................... 1
Condensed Consolidated Statements of Operations for the three and
nine months ended September 28, 1997 and September 29, 1996
(unaudited)..................................................... 2
Condensed Consolidated Statements of Cash Flows for the nine
months ended September 28, 1997 and September 29, 1996
(unaudited)..................................................... 3
Notes to Condensed Consolidated Financial Statements (unaudited). 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................... 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.............. 11
Item 6. Exhibits and Reports on Form 8-K................................. 11
Signatures................................................................ 12
</TABLE>
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CALCOMP TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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<CAPTION>
SEPTEMBER 28, DECEMBER 29,
1997 1996
------------- ------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
ASSETS:
Current Assets:
Cash.............................................. $ 4,913 $ 15,290
Accounts receivable, net.......................... 36,977 48,230
Accounts receivable from affiliates, net.......... 2,230 3,929
Inventories (Note 3).............................. 53,734 57,765
Net assets held for sale (Note 6)................. -- 15,119
Prepaids and other current assets................. 2,784 5,866
-------- --------
TOTAL CURRENT ASSETS............................ 100,638 146,199
Property, plant and equipment, net.................. 28,656 26,891
Goodwill, net....................................... 81,502 82,080
Other assets........................................ 19,357 20,915
-------- --------
TOTAL ASSETS.................................... $230,153 $276,085
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable.................................. $ 18,956 $ 27,554
Deferred revenue.................................. 7,590 9,217
Accrued restructuring costs....................... 2,672 9,355
Accrued reorganization costs (Note 2)............. 7,247 5,595
Other accrued liabilities......................... 7,594 10,871
Line of credit.................................... -- 2,948
Line of credit with Majority Shareholder (Note 4). 45,274 --
Other current liabilities......................... 21,748 19,428
-------- --------
TOTAL CURRENT LIABILITIES....................... 111,081 84,968
Other long-term liabilities......................... 8,613 9,733
Line of Credit with Majority Shareholder (Note 4)... -- 28,880
STOCKHOLDERS' EQUITY
Preferred stock, $0.1 par value, 5,000,000 shares
authorized, none issued.......................... -- --
Common stock, $.01 par value, 60,000,000 shares
authorized, 47,017,700 and 46,898,650 shares
issued on September 28, 1997 and December 29,
1996, respectively............................... 470 469
Additional paid-in capital........................ 287,165 286,860
Accumulated deficit............................... (182,510) (141,957)
Cumulative translation adjustment................. 5,799 7,597
Treasury stock, at cost, 49,000 shares............ (465) (465)
-------- --------
TOTAL STOCKHOLDERS' EQUITY........................ 110,459 152,504
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...... $230,153 $276,085
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
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CALCOMP TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------- ---------------------------
SEPTEMBER 28, SEPTEMBER 29, SEPTEMBER 28, SEPTEMBER 29,
1997 1996 1997 1996
------------- ------------- ------------- -------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
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NET REVENUE............. $ 47,336 $ 65,564 $ 159,919 $ 168,370
Cost applicable to
revenues............... 45,360 49,759 135,780 130,427
---------- ---------- ---------- ----------
Gross Profit.......... 1,976 15,805 24,139 37,943
EXPENSES:
Selling............... 8,705 13,320 29,221 36,748
Research and
development.......... 7,592 5,784 16,858 15,882
General and
administrative....... 6,714 6,571 17,646 14,912
Corporate expenses
from Majority
Shareholder.......... 725 1,094 2,175 3,456
Gain on disposal of
facility (Note 6).... -- -- (5,873) --
---------- ---------- ---------- ----------
LOSS FROM OPERATIONS.... (21,760) (10,964) (35,888) (33,055)
Interest expense........ (845) -- (2,920) --
Other (expense) income,
net.................... (909) 443 (993) 1,185
---------- ---------- ---------- ----------
LOSS BEFORE INCOME
TAXES.................. (23,514) (10,521) (39,801) (31,870)
Provision for income
taxes.................. 225 213 752 831
---------- ---------- ---------- ----------
NET LOSS................ $ (23,739) $ (10,734) $ (40,553) $ (32,701)
========== ========== ========== ==========
NET LOSS PER SHARE OF
COMMON STOCK........... $ (0.51) $ (0.24) $ (0.86) $ (0.78)
WEIGHTED-AVERAGE SHARES
OUTSTANDING............ 46,943,435 44,119,613 46,913,578 41,868,509
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
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CALCOMP TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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NINE MONTHS ENDED
---------------------------
SEPTEMBER 28, SEPTEMBER 29,
1997 1996
------------- -------------
(IN THOUSANDS)
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OPERATING ACTIVITIES:
Net loss.......................................... $(40,553) $(32,701)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization................... 9,100 8,732
Gain on disposal of facility.................... (5,873) --
Restructuring payments.......................... (6,683) --
Reorganization payments......................... (1,988) --
Investee income................................. (913) (825)
Net changes in operating assets and liabilities. 7,232 (545)
-------- --------
Net cash used in operating activities......... (39,678) (25,339)
INVESTING ACTIVITIES:
Net proceeds on disposal of facility.............. 21,121 --
Purchase of property, plant and equipment......... (6,071) (5,377)
Proceeds from disposition of property, plant and
equipment........................................ 867 59
Dividends received................................ 168 311
Cash acquired in connection with purchase......... -- 2,801
-------- --------
Net cash provided by (used for) investing
activities................................... 16,085 (2,206)
FINANCING ACTIVITIES:
Proceeds from line of credit with Majority
Shareholder...................................... 16,394 5,873
Repayment of revolving line of credit............. (2,948) --
Issuance of common stock.......................... 306 --
Net cash received from Majority Shareholder....... -- 22,085
-------- --------
Net cash provided by financing activities..... 13,752 27,958
Effect of exchange rate changes on cash........... (536) (200)
-------- --------
Net change in cash................................ (10,377) 213
Cash at beginning of period....................... 15,290 14,574
-------- --------
Cash at end of period............................. $ 4,913 $ 14,787
======== ========
Supplementary disclosures of cash flow
information:
Net income taxes (received) paid................ $ (263) $ 1,091
Interest paid................................... $ 2,948 $ 41
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 28, 1997
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month and
nine month period ended September 28, 1997, are not necessarily indicative of
the results that may be expected for the Company's fiscal year ended December
28, 1997, or any other interim period. Certain reclassifications of prior year
amounts have been made to conform to the current year presentation.
It is suggested that the financial statements be read in conjunction with
the information contained in the Company's Annual Report on Form 10-K for the
year ended December 29, 1996, filed with the Securities and Exchange
Commission.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS No. 131 establishes standards for
the way in which publicly-held companies report financial and descriptive
information about its operating segments in financial statements for both
interim and annual periods. The Statement also requires additional disclosures
with respect to products and services, geographic areas of operation and major
customers. SFAS No. 131 is effective for fiscal years beginning after December
15, 1997. The adoption of SFAS No. 131 will have no impact on the
Corporation's consolidated results of operations, cash flows or financial
position, but is expected to increase the level of disclosure of segment
information.
In February 1997, the Financial Accounting Standards Board Issued Statement
of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share", which
establishes new standards for computing and disclosing earnings per share.
SFAS No. 128 requires dual presentation of "basic" and "diluted" earnings per
share, each as defined therein, which replace primary and fully diluted
earnings per share, respectively, required under current guidance. SFAS No.
128 is effective for financial statements for both interim and annual periods
ending after December 15, 1997. Early adoption is not permitted; however,
after the effective date, all prior period earnings per share data presented
will be restated to conform to the provisions of the new statement. Management
does not currently anticipate that earnings per share computed under the new
standard will differ materially from earnings per share computed and disclosed
under current guidance.
Effective January 1, 1997, the Company adopted the American Institute of
Certified Public Accountants' Statement of Position (SOP) No. 96-1,
"Environmental Remediation Liabilities." In addition to providing a
nonauthoritative discussion of major federal legislation dealing with
environmental matters, SOP 96-1 also provides authoritative guidance on
certain remediation liabilities. The impact of the adoption of this SOP was
not material to the Company's consolidated results of operations, financial
position or disclosures.
2. MERGER OF SUMMAGRAPHICS CORPORATION WITH CALCOMP, INC.
CalComp Technology, Inc. (the "Company") completed a Plan of Reorganization
(the "Exchange") for the exchange of stock of CalComp Inc. for stock of
Summagraphics Corporation as of July 23, 1996. Pursuant to the Exchange, the
Company issued to Lockheed Martin Corporation ("Majority Shareholder")
40,742,957 shares of Common Stock of the Company, representing 89.7% of the
total outstanding shares of Common Stock of the Company following such
issuance, in exchange for all of the outstanding capital stock of CalComp Inc.
As a result of the Exchange, Lockheed Martin Corporation acquired control of
the Company and CalComp Inc.
4
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CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
2. MERGER OF SUMMAGRAPHICS CORPORATION WITH CALCOMP, INC.--(CONTINUED)
became a wholly-owned subsidiary of the Company. In connection with the
Exchange, the Company changed its name from Summagraphics Corporation to
CalComp Technology, Inc. and changed its year end from May 31 to a fifty-two,
fifty-three week fiscal year ending on the last Sunday of December.
The purchase was accounted for as a "reverse acquisition" whereby CalComp
Inc. was deemed to have acquired CalComp Technology, Inc. (formerly
Summagraphics Corporation) for financial reporting purposes. However, CalComp
Technology, Inc. remains the continuing legal entity and registrant for
Securities and Exchange Commission filing purposes. Consistent with reverse
acquisition accounting, the historical financial statements of the Company
presented for the three month and nine month periods ended September 29, 1996,
are the consolidated financial statements of CalComp Inc. and differ from the
consolidated financial statements of the Company previously reported.
During the nine months ended September 28, 1997, the purchase price
allocation for the exchange was adjusted to reflect differences between the
current and preliminary estimate of costs incurred to terminate facility
leases and to reflect actual costs incurred related to various acquisition
liabilities. These purchase price allocation adjustments resulted in an
increase to goodwill of $3,640,000.
3. INVENTORIES
Inventories, net of reserves, are as follows:
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<CAPTION>
SEPTEMBER 28, DECEMBER 29,
1997 1996
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(IN THOUSANDS)
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Raw materials and purchased components......... $13,932 $16,719
Work in process................................ 654 699
Finished goods................................. 39,148 40,347
------- -------
$53,734 $57,765
======= =======
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4. LINE OF CREDIT AND CASH MANAGEMENT AGREEMENTS WITH MAJORITY SHAREHOLDER
Revolving Credit Agreement: In July 1996, the Company and the Majority
Shareholder entered into a Revolving Credit Agreement, which was subsequently
amended and restated ("Agreement"), pursuant to which the Majority Shareholder
will provide, from time to time, financing of up to $73,000,000 for repayment
of specified indebtedness and general corporate purposes including, without
limitation, financing the working capital needs of the Company and its
subsidiaries. Among other things, the Agreement provides for a grant of a
general security interest in all the Company's assets to the Majority
Shareholder. The Agreement has a termination date of July 22, 1998, however,
the commitment of the Majority Shareholder to make loans to the Company may be
canceled, with 120 days prior written notice, at any time after December 20,
1997.
The Agreement bears interest, at the Company's option, at either (1) a rate
per annum equal to the higher of the Federal Funds Rate as published in the
Federal Reserve System plus 0.5% or the rate publicly announced from time to
time by Morgan Guaranty Trust Company of New York as its "prime" rate or (2)
LIBOR plus 2.0%. The Agreement contains certain negative and affirmative
covenants. As of September 28, 1997, the Company was in breach of certain
financial covenants. On October 28, 1997, the Majority Shareholder waived
compliance by the Company of these financial covenants as of September 28,
1997. The Company and the
5
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CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
4. LINE OF CREDIT AND CASH MANAGEMENT AGREEMENTS WITH MAJORITY SHAREHOLDER--
(CONTINUED)
Majority Shareholder are currently in discussions regarding amending the
Revolving Credit Agreement to, among others, permit compliance with these
covenants in future quarters. There is currently no required prepayment or
scheduled reduction of availability of loans under the Agreement.
Cash Management Agreement: Additionally, in July 1996, the Company and the
Majority Shareholder entered into a cash management agreement whereby the
Majority Shareholder will provide cash advances up to $2,000,000 to the Company
for cash shortfalls. This agreement has a termination date of June 1, 1998 and
bears interest at the Federal Funds Rate.
As of September 28, 1997, the Company had a net balance of $45,274,000 on the
Revolving Credit and Cash Management Agreements, with an interest rate of 7.7%
on the Revolving Credit Agreement and 5.4% on the Cash Management Agreement.
5. PER SHARE DATA
Net loss per share has been calculated by dividing the net loss by the
weighted average number of common shares outstanding during the period. All
common stock equivalents have been excluded from the calculation of weighted
average common shares outstanding because their inclusion would be anti-
dilutive or decrease the loss
per share amount otherwise computed.
6. DISPOSAL OF HEADQUARTERS FACILITY
On June 24, 1997, the Company completed the sale of its 27.9 acre
headquarters facility, including ten buildings, in Anaheim, California, to
Lincoln Property Company, Inc. of Dallas, Texas and D.L.J. Real Estate Capital
Partners for $21.5 million, less associated costs to sell. During the fourth
quarter of fiscal 1996, the Company had previously estimated it would incur a
loss on the facility and had written the facility down to its then current
appraised value of $15.1 million. As a result of this write-down and the
subsequent sale of the facility for $21.5 million, less associated costs to
sell, the Company recognized a gain on the sale of $5.9 million.
Under terms of the transaction, the Company will lease back approximately
138,500 square feet of space, or two of the ten buildings located on the
property, for one year, with an option to continue the lease for an additional
year. The sale of the Anaheim property is part of the Company's previously
announced program to reduce operating expenses and streamline its
infrastructure.
Proceeds from the sale of the property were used to reduce outstanding
borrowings under a line of credit the Company has with the Majority
Shareholder.
7. CONTINGENCIES
Legal: On November 18, 1996, the Company acquired all the outstanding common
stock of Topaz Technologies, Inc. ("Topaz"), a privately held company in
Sunnyvale, California. Topaz is a developer and manufacturer of a proprietary
inkjet printing technology. A complaint was filed on January 25, 1997 by Raster
Graphics, Inc. ("Raster Graphics"), against Topaz, the former shareholders of
Topaz, Andreas Bibl, Deane Gardner and John Higginson (the former "Topaz
Shareholders"), and the Company in California Superior Court in Santa Clara
County. The complaint alleged, among other things, misappropriation of trade
secrets, breach of fiduciary duty, unfair competition, breach of contract and
conversion arising from the employment by Raster
6
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CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
7. CONTINGENCIES--(CONTINUED)
Graphics of the former Topaz Shareholders who founded Raster Graphics in 1987
while they participated in the development of certain inkjet technology. On
April 18, 1997, Raster Graphics filed an amended complaint, dismissing its
claims against the Company and amending the complaint to focus on technology
relating to a test fixture that had been developed at Raster Graphics. The
complaint seeks unspecified compensatory damages, punitive damages, costs and
injunctive relief. The Company continues to believe that the inkjet printing
technology developed by Topaz is proprietary to Topaz and is not based on
Raster Graphics technology, and that this suit is without merit.
A complaint was filed on October 14, 1997 by Wacom Co., Ltd. and Wacom
Technology Corp. against CalComp Inc., a wholly-owned subsidiary of the
Company, in the U.S. District Court for the Central District of California.
The complaint alleged, among other things, that CalComp Inc.'s sale of
ULTRASLATE digitizer
tablets infringes U.S. Patent Nos. 4,878,553 (now Reexamination Certificate
#3325), 5,028,745 and 4,999,461 and infringes Wacom's common law trademark
ULTRAPEN. Wacom has requested preliminary and permanent injunctive relief
against continued infringement of the first two patents, pre-judgment interest
and, among other things, has requested profits for actual damages for
trademark infringement, with interest, costs and punitive damages, and an
award of its attorneys' fees and costs. The Company, although it has not
completed its investigation of these allegations, does not believe that any of
the allegations made by Wacom in this suit have merit, and intends to defend
itself against all of the claims.
The Company is also party to other legal actions in the normal course of its
business. The Company does not believe that the disposition of any of these
matters will have a material adverse effect on its consolidated financial
position or results of operations taken as a whole.
Environmental Matters: In connection with the sale of the Company's
headquarters facility in Anaheim, California, the Company has agreed to remain
obligated to address certain environmental conditions which existed at the
site, prior to the closing of the sale, if remediation is required by
appropriate governmental authorities. In addition, Lockheed Martin, the
Company's Majority Shareholder, has guaranteed the performance of the Company
under this environmental agreement. The Company's environmental status to date
includes the 1988 submission of a plan to the California Regional Water
Quality Control Board (the Water Board) relating to the Company's facility in
Anaheim, California. This plan includes continual monitoring of several ground
water sampling wells at the site. No remediation has been ordered to date by
the Water Board. However, the company is currently conducting a study to
evaluate possible remediation techniques in the event of any future
governmental requirements. Based on this evaluation, and the Company's
continued monitoring of the various ground water sampling wells at the site,
the Company believes that any remediation, if requested by the Water Board,
would not be material to the Company's consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
On July 23, 1996, Summagraphics Corporation ("Summagraphics") and CalComp
Inc. ("CalComp"), a wholly-owned subsidiary of Lockheed Martin Corporation,
effected a plan of reorganization for the exchange of CalComp stock for
Summagraphics stock, after which Summagraphics changed its name to CalComp
Technology, Inc. (the "Company"). The newly reorganized company adopted a
fiscal year ending on the last Sunday of December. For accounting purposes,
CalComp was treated as the acquiring company. Therefore, the financial
statements for the prior year periods are those of CalComp and reflect the
Company's acquisition of Summagraphics as of July 23, 1996.
7
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CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
During fiscal 1997, the purchase price allocation for the Exchange was
adjusted to reflect differences between the current and preliminary estimate
of costs incurred to terminate facility leases and actual costs incurred
related to various acquisition liabilities. These purchase price allocation
revisions resulted in an adjustment to increase goodwill by $3.6 million.
Revenues
Net revenues for the quarter ended September 28, 1997 were $47.3 million as
compared to $65.6 million for the same period in 1996, a decrease of 28%. The
decline in revenue resulted primarily from decreases in demand due to the
maturity of the Company's output products versus new product offerings of the
competition and the associated price reductions necessary to maintain market
position and prepare for the introduction of the Company's new CrystalJet
product line. In addition, the reduced revenue can be attributed to lower
service revenues, resulting from the transition by customers to lower cost
products which traditionally do not capture the same level of service contract
revenue as higher cost products, and a lower rate of service contract renewals
as older generation products are retired from service.
Net revenues for the nine months ended September 28, 1997 were $159.9
million as compared to $168.4 million for the same period in 1996, a decrease
of 5%. The decrease in year-to-date revenue compared with fiscal 1996 resulted
primarily from the lower plotter and service revenue as discussed for the
quarterly results above, partially offset by increases in sales of Cutter and
Digitizer products, resulting from the Company's acquisition of Summagraphics'
in the third quarter of the prior year.
Gross Profit
Gross profit as a percentage of net revenue was 4% for the third quarter of
1997, compared to 24% for the third quarter of 1996. On a year-to-date basis,
gross profit was 15% of net revenue versus 23% for the comparable period in
the prior year. The significant decrease in gross profit as a percentage of
sales resulted primarily from additional reserves established during the
quarter for end-of-life products. Specifically, the Company initiated its
transition plan to rationalize existing output product lines and accelerate
the end-of-life process for those products that will no longer be offered to
customers as a result of the introduction of a new generation of inkjet
products based on CalComp's proprietary CrystalJet technology. The gross
margin as a percentage of revenue, before these one time adjustments, was 19%
for the quarter and on a year-to-date basis. In addition, gross profit was
impacted by continued competitive pressure on the Company's mature end-of-life
output product lines combined with the continued shift in the mix of products
sold towards lower cost, lower margin products and the deterioration in
service gross margins, primarily due to decreased service revenues without
corresponding cost reductions.
The companies that participate in the industry are highly competitive.
Reduced unit selling prices and shortened product life cycles are expected to
continue to place pressure on the Company's margins.
Operating Expenses
Operating expenses for the quarter decreased 11%, or $3.1 million, to $23.7
million, compared to the prior year quarter of $26.8 million. On a year-to-
date basis, operating expenses decreased 15%, or $11.0 million, to $60.0
million, compared to $71.0 million for the prior year period, primarily due to
the recognition of a one time gain of $5.9 million from the sale of the
Company's headquarters facility during the second quarter of 1997.
8
<PAGE>
CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
Selling expenses as a percentage of net revenue declined to 18% for the
third quarter and first nine months compared to 20% and 22% of net revenues
for the third quarter and first nine months of 1996, respectively. The
reduction in spending resulted primarily from the benefits of facility and
staffing consolidations as well as reductions in advertising and marketing
expenditures.
Development expenses as a percentage of net revenue were 16% for the third
quarter and 11% for the first nine months of 1997, compared to 9% for both the
third quarter and for the first nine months of 1996. These increases reflect
the Company's continued commitment to the development of new proprietary
CrystalJet inkjet and supplies technologies.
General and administrative expenses increased as a percentage of net revenue
to 14% for the third quarter and 11% for the first nine months of 1997, as
compared to 10% for the third quarter and 9% for the first nine months of
1996, respectively. These increases relate primarily to higher expenses for
new management information systems; increases in goodwill and intangible
amortization expenses resulting from the Summagraphics and Topaz acquisitions;
and relocation and facility consolidation expenses required as a result of the
sale of the Company's headquarters facility. These increases were partially
offset by cost reductions relating to decreased headcount, facility lease
consolidation, and fixed asset disposals resulting from restructuring actions
taken during 1996 and 1997.
Corporate expenses from the Company's Majority Shareholder decreased to $0.7
million for the quarter and $2.2 million year to date, compared to $1.1
million for the third quarter and $3.5 million for the first nine months of
1996. These decreased are due to a reduction in amounts allocated to the
Company by the Majority Shareholder.
Interest Expense
Interest expense was $0.9 million for the quarter and $2.9 million year to
date, representing 2% of net revenues for the periods. The current year
interest expense resulted primarily from borrowings from the Majority
Shareholder under the Revolving Credit and Cash Management Agreements. This is
a result of borrowings during 1997 not required in the prior year.
Income Taxes
Income taxes of $0.2 million and $0.8 million for the fiscal 1997 third
quarter and year to date, respectively, remained flat as compared to the same
periods in 1996. These taxes resulted primarily from miscellaneous state tax
requirements and the provision of foreign taxes on profitable international
locations.
Liquidity and Capital Resources
When possible, the Company finances its working capital needs and capital
expenditure requirements from internally generated funds. At September 28,
1997, the Company had cash of $4.9 million compared to $15.3 million at
December 29, 1996. The decrease in cash balances compared to the prior year
relate to management's focus on applying all excess cash balances toward the
Company's credit agreements with the Majority Shareholder. The Company's cash
balances are held primarily in its foreign locations.
During the nine months ended September 28, 1997, the Company used $39.7
million in operations primarily to fund its continuing net losses and $8.7
million in payments relating to the Company's reorganization and
9
<PAGE>
CALCOMP TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
SEPTEMBER 28, 1997
(UNAUDITED)
restructuring plans announced in 1996. In addition, the Company used $6.1
million for investments in plant and equipment and $2.9 million to repay
preexisting Summagraphics debt. These uses of cash were funded primarily by
borrowings from the Company's Majority Shareholder of $16.4 million, pursuant
to the Revolving Credit and Cash Management Agreements ("Credit Agreements"),
$21.1 million in net proceeds from the sale of the Company's headquarters
facility in Anaheim, California and $0.9 million in net proceeds from the sale
of fixed assets.
The Credit Agreements with the Majority Shareholder provide the Company
access to $75 million of general purpose financing. These Credit Agreements
contain typical covenants with respect to the conduct of the Company's
business and require the maintenance of various financial balances and ratios.
As of September 28, 1997, the Company was in breach of certain financial
covenants. On October 24, 1997, the Majority Shareholder waived compliance by
the Company of these financial covenants as of September 28, 1997. The Company
and the Majority Shareholder are currently in discussions regarding amending
the Revolving Credit Agreement to, among others, permit compliance with these
covenants in future quarters. As of September 28, 1997, the Company has
utilized $45.3 million of amounts available under its Credit Agreements.
During the first nine months of 1997, the Company spent $0.7 million in the
implementation of its management information systems and $6.0 million for new
equipment to support its new generation of inkjet products. It expects to
spend $0.5 million during the remainder of 1997 on its management information
systems and an additional $1.5 million on equipment to support its new
generation of inkjet products. The Company anticipates that funds available
under the Credit Agreements with the Majority Shareholder should be sufficient
to fund the Company's anticipated operating needs for the foreseeable future.
Restructuring
During the fourth quarter of 1996, the Company incurred a one time
restructuring charge of $21.0 million consisting of $10.9 million for the
write down of the Company's headquarters facility to its estimated fair market
value, lease termination and fixed asset disposition costs of $3.2 million
related to the company exiting from certain facilities, and severance costs of
$6.9 million associated with the elimination of 285 positions worldwide. The
Company has spent $6.7 million year-to-date and a total of $7.4 million
against these accruals to cover primarily severance actions and the
elimination and consolidation of facilities.
In June 1997, the Company completed the sale of its 27.9 acre headquarters
facility in Anaheim, California for $21.5 million, less associated costs to
sell. During the fourth quarter of 1996, the Company had previously estimated
it would incur a loss on the facility and had written the facility down to its
then current appraised value of $15.1 million. As a result of this write-down
and the subsequent sale of the facility, the Company recognized a gain on the
sale of $5.9 million. Pursuant to the transaction, the Company is leasing back
approximately 138,500 square feet of space for one year, with an option to
extend for a second year. Proceeds from the sale of the property were used to
reduce outstanding borrowings under the Credit Agreements with the Company's
Majority Shareholder. The sale of the Anaheim property was part of the
Company's previously announced program to reduce operating expenses and
streamline the Company's infrastructure.
This Report on Form 10-Q contains statements which, to the extent that they
are not recitations of historical facts, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All forward looking statements involve risks and uncertainties. The
forward looking statements in this Report on Form 10-Q have been made subject
to the safe harbor protections provided by Sections 27A and 21E.
10
<PAGE>
CALCOMP TECHNOLOGY, INC.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1996 Annual meeting of Shareholders of CalComp Technology, Inc. was held
on July 22, 1997.
A total of 45,232,096 of the Company's shares were present or represented by
proxy at the meeting. This represented more than 96.4% of the Company's shares
outstanding.
The individuals named below were elected to serve one year terms as Directors
of the Company:
<TABLE>
<CAPTION>
TOTAL VOTE FOR TOTAL VOTE WITHHELD
NAME EACH DIRECTOR FROM EACH DIRECTOR
---- -------------- -------------------
<S> <C> <C>
Peter B. Teets............................ 45,176,456 55,640
John C. Batterton......................... 45,171,256 60,840
Neil A. Knox.............................. 45,172,656 59,440
Gary P. Mann.............................. 45,171,656 60,440
Terry F. Powell........................... 45,171,656 60,440
Kenneth R. Ratcliffe...................... 45,172,656 59,440
Gerald W. Schaefer........................ 45,176,456 55,640
Walter E. Skowronski...................... 45,176,426 55,670
</TABLE>
The election of Ernst & Young L.L.P. as independent accountants was ratified,
with 45,221,396 shares voting for, 3,900 shares voting against and 6,800 shares
abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits--The following exhibits are included herein:
<TABLE>
<C> <S>
10.27 Employment/Termination Agreement for Winfried Rohloff, dated July 31,
1997.
10.28 Summagraphics Corporation 1987 Stock Plan--Registration Statement
(filed on Form S-8, dated August 20, 1997, and incorporated herein by
reference).
10.29 1997 Second Amendment to 1994 Addendum to Joint Venture Relationships
between CalComp Inc., Nippon Steel Corporation, Sumitomo Corporation
and NS CalComp Corp., dated September 10, 1997.
10.30 Relocation Agreement for John C. Batterton, dated September 16, 1997.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K:
None.
11
<PAGE>
CALCOMP TECHNOLOGY, INC.
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.
CalComp Technology, Inc.
(Registrant)
Date: November 12, 1997
/s/ John C. Batterton
-------------------------------------
JOHN C. BATTERTON
President and Chief Executive
Officer
/s/ John J. Millerick
-------------------------------------
JOHN J. MILLERICK
Senior Vice President, Finance
and Chief Financial Officer
12
<PAGE>
EXHIBIT 10.27
[LETTERHEAD OF CALCOMP]
July 31, 1997
Winfried Rohloff
Sr. Vice President
Digital Printing Systems Division
Anaheim, CA 92803
Dear Winfried:
The following agreement is a good faith settlement of an actual and/or potential
dispute between CalComp and Employee and is entered into for the purpose of
resolving any differences and to avoid the burden, expense, delay and
uncertainties of litigation and administrative actions. This agreement is hereby
made effective July 1, 1997 among CalComp Technology, Inc. located at 2411 West
La Palma Avenue, Anaheim, California 92801, represented by Mr. John C.
Batterton, President and CEO; CalComp GmbH, Hermann-Klammt-Strasse 1, 41460,
Neuss, Germany, represented by its sole shareholder, CalComp Technology, Inc.,
the latter being represented by Mr. John C. Batterton, and Mr. Winfried Rohloff,
Im Wingert 19, 40699 Erkrath, Germany.
It is agreed that you are hereby appointed Sr. Vice President, General Manager
for the Digital Printing Systems Division of CalComp Technology, Inc. Prior
employment contracts of December 1, 1987 together with the supplements dated
November 22, 1988; June 17, 1993; August 23, 1994; June 25, 1996 ("Agreement")
and January 10, 1997 will remain in effect while a decision on the arrangements
described in paragraph six is reached. Notwithstanding the foregoing, the
following will govern any severance payment that will be made in the case of
termination, removal from your current position unless you and we agree on a new
position, or remuneration reduction: an amount equal to one year's remuneration
(including base salary, MICP at the target for the year in which termination
occurs, medical, statutory social, company pension and company car value
benefits) plus statutory notice period of six (6) months to the end of the
quarter and lump sum cash payment for any remaining accrued vacation. In the
event the target for MICP has not yet been established for the year when
termination occurs, the target shall be deemed to be 40% of your then current
salary.
You shall also receive all amounts due you under the Lockheed Martin and CalComp
Deferred MICP Plans and have all rights with respect to stock options granted to
you (under the terms of the Lockheed Martin and CalComp stock option plans)
which exist at the time of your termination, and have all rights under the
Social Benefit Plan ("Versorgungsordnung") of CalComp GmbH.
The new appointment does not affect your activities as Managing Director
("Geschaeftsfuehrer") of CalComp GmbH. It is agreed that you will continue to
perform activities on behalf of and for the benefit of the German GmbH. You
will, therefore, also spend, to a certain extent, working days for CalComp GmbH
in Neuss as required. The split of the remuneration payments between CalComp
GmbH and CalComp Technology, Inc. will continue to be 27/73, respectively, if
appropriate. Insofar as the remuneration relates to CalComp GmbH and is paid by
CalComp GmbH, social security (pension) charges, medical and statutory social
benefits and wage taxes will be withheld.
<PAGE>
Winfried Rohloff
July 31, 1997
Page 2
You will continue to perform your activities for the two "CalComp" companies
primarily from Anaheim, California. CalComp Technology, Inc. shall continue to
compensate you for extraordinary and additional expenses incurred while on, or
in returning from your non-domestic location based on the terms and the
conditions of the temporary assignment agreement (copy attached as Exhibit I) of
June 25, 1996.
In January 1998, CalComp Technology, Inc. and you will mutually agree either to
transfer you from Germany to Anaheim, California based on the terms and
conditions of Lockheed Martin Corporate Policy No. CPS-539, or the severance
offered in paragraphs #2 and #3 will go into effect as the full, complete and
final settlement of all Employee's claims and potential claims against CalComp
as defined above, including, but not limited to: wages, salary, overtime pay,
reinstatement, pay in lieu of notice, bonuses, vacation, sick pay, benefits
(other than those specified in the foregoing paragraphs), insurance,
compensatory and punitive and liquidated damages, attorney's fees.
You will also receive tax assistance through CalComp's agent, presently Ernst &
Young, under the provisions covered by the Lockheed Martin Policy as follows:
- Preassignment Consultation
- Tax Preparation
- Tax Protection
Anaheim: 7/31/97 Anaheim: 7/31/97
---------------------- ----------------------
Date Date
/s/ JOHN C. BATTERTON /s/ JOHN C. BATTERTON
- ------------------------------ ------------------------------
John C. Batterton John C. Batterton for
President & CEO CalComp GmbH
CalComp Technology, Inc.
ACCEPTED:
Anaheim: 7/31/97
----------------------
Date
/s/ WINFRIED ROHLOFF
- ------------------------------
Winfried Rohloff
Enclosure
<PAGE>
EXHIBIT 10.29
1997 SECOND AMENDMENT TO 1994 ADDENDUM TO
JOINT VENTURE RELATIONSHIP
BETWEEN
CALCOMP INC., NIPPON STEEL CORPORATION,
SUMITOMO CORPORATION AND NS CALCOMP CORP.
This 1997 Amendment to 1994 Addendum to the Joint Venture Relationship
(hereinafter "Addendum") is entered into and is effective as of September 10,
1997 by and between CalComp Inc., a California corporation (hereinafter
"CalComp"); CalComp Pacific, Inc., a Nevada corporation (hereinafter "CPI");
Nippon Steel Corporation, a Japanese corporation (hereinafter "NSC"); Sumitomo
Corporation, a Japanese corporation (hereinafter "SC") and NS CalComp
Corporation, a Japanese corporation (hereinafter "NSCC" or "JV"). All of the
above may be referred collectively as the "Parties", and NSC and SC may be
referred to collectively as the "Japanese Parties".
THE PARTIES AGREE AS FOLLOWS
1. In Section 11 (Renewal and Termination) of the 1994 Addendum, the first
sentence is revised as follows:
"In consideration for the changes, modifications, amendments and updates to
the Joint Venture relationship set forth in this Addendum, all Parties agree to
renew the terms of the Agreement until January 10, 1999, and thereafter the
Agreements will be renewable for one or more two (2) year periods (each period
together with the renewal term ending on January 10, 1999 shall be hereinafter
referred to as "Renewal Term"), subject to irrevocable written notice of
non-renewal being given by any party no less than one hundred twenty (120) days
and no more than one hundred eighty (180) days prior to the end of this or any
other Renewal Term."
2. A counterpart or counterparts of this signed Amendment with the original
signature(s) and/or facsimile specimens of the original signature(s) of each of
the parties shall be valid and binding.
IN WITNESS WHEREOF, this Addendum has been duly executed by the Parties as of
the date and year first above written.
CALCOMP INC. CALCOMP PACIFIC, INC.
by: /s/ JOHN C. BATTERTON by: /s/ JOHN J. MILLERICK
---------------------------- --------------------------------
John C. Batterton John J. Millerick
President and CEO President and CEO
NIPPON STEEL CORPORATION SUMITOMO CORPORATION
by: /s/ SHIGERU SUZUKI by: /s/ KYOJI INOMATA
---------------------------- --------------------------------
Shigeru Suzuki Kyoji Inomata
Director, Electronics & General Manager
Information Systems Division Electric Equipment and Systems
Dept.
NS CALCOMP CORP.
by: /s/ KATSUYUKI MUKOZAKA
----------------------------
Katsuyuki Mukozaka, President
<PAGE>
EXHIBIT 10.30
RELOCATION AGREEMENT
I agree that if I voluntarily terminate or otherwise leave my employment at
CalComp Technology, Inc. (the "Corporation") for reasons within my own control,
within two (2) years from the date of actual payment to me by the Corporation of
Three Hundred Thousand Dollars ($300,000) plus Federal and State gross up
amounts, in connection with the purchase of my new residence in Orange County,
California, I will promptly reimburse the Corporation the full amount of said
Three Hundred Thousand Dollars ($300,000), plus the gross up amounts. If final
pay and any other amounts due to me on my termination are not sufficient to
cover all of the foregoing relocation payment, I promise and agree to pay upon
demand to the Corporation the remaining balance.
Notwithstanding the foregoing, in the event I terminate my employment as a
result of a change of control as defined in the Change of Control Termination
Benefit Agreement, dated March 7, 1997, between me and the Corporation, I shall
not be required to reimburse the Corporation for any portion of said relocation
payment.
I fully understand the foregoing is not intended as a contract of
employment for any period.
This Agreement shall be governed by the laws of the State of California,
exclusive of its conflicts of laws rules.
Employee name: /s/ JOHN C. BATTERTON
-------------------------
John C. Batterton
Date: September 16, 1997
--
yh:11522
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<PERIOD-START> DEC-30-1996 JAN-01-1996
<PERIOD-END> SEP-28-1997 SEP-29-1996
<CASH> 4,913 15,290
<SECURITIES> 0 0
<RECEIVABLES> 43,178 56,762
<ALLOWANCES> 3,971 4,603
<INVENTORY> 53,734 57,765
<CURRENT-ASSETS> 100,638 146,199
<PP&E> 70,191 60,843
<DEPRECIATION> 41,535 33,952
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<TOTAL-LIABILITY-AND-EQUITY> 230,153 276,085
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