<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 December 28, 1997
[ ] 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: 0-21154
CREE RESEARCH, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1572719
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 Silicon Drive Durham, NC 27703
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (919) 361-5709
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X] Yes [ ] No
The number of shares outstanding of the registrant's common stock, par value
$0.005 per share, as of January 20, 1998 was 13,048,560.
<PAGE>
CREE RESEARCH, INC.
FORM 10-Q
For the Quarter Ended December 28, 1997
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at December 28, 1997 (unaudited) and
June 30, 1997 3
Consolidated Statements of Income for the three and six months ended
December 28, 1997 and December 31, 1996 (unaudited) 4
Consolidated Statements of Cash Flows for the six months ended
December 28, 1997 and December 31, 1996 (unaudited) 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 6. Exhibits and Reports on Form 8-K 19
Signatures 20
</TABLE>
2
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PART 1- FINANCIAL INFORMATION
Item 1- Financial Statements
CREE RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
(in 000's except per share amounts)
<TABLE>
<CAPTION>
December 28, June 30,
1997 1997
------------- ----------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $13,102 $10,448
Short term investments (trading security) 1,225 -
Accounts receivable, net 10,226 7,694
Inventories 2,788 3,949
Deferred income tax 1,830 1,830
Prepaid expenses and other current assets 317 466
------------- ----------
Total current assets 29,488 24,387
Long-term accounts receivable 54 54
Property and equipment, net 28,021 24,333
Patent and license rights, net 1,417 1,267
Other assets 11 96
------------- ----------
Total assets $58,991 $50,137
============= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade $2,175 $2,248
Accrued salaries and wages 414 292
Other accrued expenses 1,600 834
------------- ----------
Total current liabilities 4,189 3,374
------------- ----------
Long-term debt 3,259 -
Non-current deferred income tax 1,638 1,638
------------- ----------
Total long term liabilities 4,897 1,638
------------- ----------
Shareholders' equity:
Common stock, $0.005 par value; 14,500 shares
authorized; shares issued and outstanding
12,856, and 12,523, at December 28, and
June 30, 1997, respectively 64 62
Additional paid-in-capital 48,352 46,214
Retained earnings (accumulated deficit) 1,489 (1,151)
------------- ----------
Total shareholders' equity 49,905 45,125
------------- ----------
Total liabilities and shareholders' equity $58,991 $50,137
============= ==========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
3
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CREE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in 000's except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ -------------------------------
December 28, December 31, December 28, December 31,
1997 1996 1997 1996
------------ -------------- -------------- -------------
<S> <C> <C> <C> <C>
Revenue:
Product revenue, net $8,164 $4,561 $16,369 $7,313
Contract revenue, net 1,942 1,978 3,944 3,600
License fee income - - - 2,615
------------ -------------- -------------- -------------
Total revenue 10,106 6,539 20,313 13,528
------------ -------------- -------------- -------------
Cost of revenue:
Product revenue 4,946 3,226 10,365 5,210
Contract revenue 1,600 1,691 3,252 3,217
------------ -------------- -------------- -------------
Total cost of revenue 6,546 4,917 13,617 8,427
------------ -------------- -------------- -------------
Gross margin 3,560 1,622 6,696 5,101
Operating expenses:
Research and development, net 527 247 920 763
Sales, general and administrative 850 1,063 1,985 1,969
Other expense 390 92 390 179
------------ -------------- -------------- -------------
Income from operations 1,793 220 3,401 2,190
Interest income, net 169 177 332 325
------------ -------------- -------------- -------------
Income before income taxes 1,962 397 3,733 2,515
Income tax expense 490 39 1,093 251
------------ -------------- -------------- -------------
Net income $ 1,472 $358 $2,640 $2,264
============ ============== ============== =============
Basic earnings per common share $0.12 $0.03 $0.21 $0.18
============ ============== ============== =============
Diluted earnings per common share $0.11 $0.03 $0.20 $0.17
============ ============== ============== ============
</TABLE>
The accompanying notes are an integral part
of the consolidated financial statements.
4
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CREE RESEARCH, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in 000's except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
------------------------------------
December 28, December 31,
1997 1996
--------------- --------------
<S> <C> <C>
Operating activities:
Net income $2,640 $2,264
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,067 1,546
Loss (gain) on disposal of property and equipment 320 179
Loss on write off of patents - 20
Amoritization of patent rights 50 48
Amortization and write off of goodwill 86 21
Purchase of marketable trading security (1,500) -
Changes in assets and liabilities:
Accounts receivable (2,258) 75
Inventories 1,161 (1,770)
Prepaid expenses and other assets 148 90
Accounts payable, trade (783) (1,793)
Deferred revenue 35 1,273
Accrued expenses 854 274
------------ ---------------
Net cash provided by operating activities 2,820 2,227
Investing activities:
Maturity of investment securities - 208
Purchases of property and equipment (5,704) (3,786)
Proceeds from sale of property and equipment 340 -
Purchase of patent rights (200) (129)
------------ ---------------
Net cash used in investing activities (5,564) (3,707)
Financing activities:
Proceeds from issuance of long-term debt 3,259 -
Net proceeds from issuance of common stock 2,139 118
Repurchase of common stock - (113)
------------ ---------------
Net cash provided by financing activities 5,398 5
Net increase (decrease) in cash and cash equivalents 2,654 (1,475)
============ ===============
Cash and cash equivalents:
Beginning of year 10,448 10,162
============ ===============
End of year $13,102 $8,687
============ ===============
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
5
<PAGE>
Cree Research, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
The balance sheet as of December 28, 1997, the statements of operations
for the three and six month periods ended December 28, 1997 and December 31,
1996, and the statements of cash flows for the six months ended December 28,
1997 and December 31, 1996 have been prepared by the Company and have not been
audited. In the opinion of management, all adjustments necessary to present
fairly the financial position, results of operations and cash flows at December
28, 1997, and all periods presented, have been made. The balance sheet at June
30, 1997 has been derived from the audited financial statements as of that date.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's fiscal 1997 Form 10-K. The results of
operations for the period ended December 28, 1997 are not necessarily indicative
of the operating results that may be attained for the entire fiscal year.
Accounting Policies
Change in Fiscal Year
On September 24, 1997, the Board of Directors of Cree Research, Inc.
changed the Company's fiscal year from the twelve months ending June 30 to a 52
or 53-week year ending on the last Sunday in the month of June. Accordingly, all
quarterly reporting will reflect a 13 week period in fiscal 1998, except that
the period ended September 28, 1997, which commenced July 1, 1997, reflects the
results of twelve weeks and five days. The Company's current fiscal year will
extend from July 1, 1997 to June 28, 1998.
Investments
Investments are accounted for in accordance with Statement of Financial
Accounting Standards No. 115 (SFAS No. 115) "Accounting for Certain Investments
in Debt and Equity Securities". This statement requires certain securities to be
classified into three categories:
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(a) Securities Held-to-Maturity- Debt securities that the entity has
the positive intent and ability to hold to maturity are reported
at amortized cost.
(b) Trading Securities- Debt and equity securities that are bought and
held principally for the purpose of selling in the near term are
reported at fair value, with unrealized gains and losses included
in earnings.
(c) Securities Available-for-Sale- Debt and equity securities not
classified as either securities held-to-maturity or trading
securities are reported at fair value with unrealized gains and
losses excluded from earnings and reported as a separate component
of stockholders' equity.
The Company's short-term investments are comprised of an equity
security that is classified as a trading security, which is carried at the
fair market value based upon the quoted market price at December 28, 1997.
Significant Property Acquisition
In November 1997, the Company purchased real property consisting of
approximately thirty acres of land with a 145,000 square foot production
facility and a total of 35,000 square feet of service and warehouse buildings.
This property is located in Durham County, North Carolina, in the vicinity of
the Research Triangle Park. The purchase price of the land and buildings was
$3,000,000. The Company moved most of its sales and administrative personnel and
Real Color Displays' operations to this facility in January 1998. The Company
anticipates it will relocate its other operations to this facility over the next
few quarters.
The Company obtained a term loan from a commercial bank of up to
$10,000,000 to finance the purchase and upfit of the facility. Approximately
$2,950,000 was disbursed under the loan in November 1997 to finance the
purchase, and additional proceeds under the loan are distributed to the Company
on a monthly basis based on actual expenditures incurred during an eighteen
month period. The loan, which is secured by the purchased property, accrues
interest at a fixed rate of 8% and carries customary covenants, including the
maintenance of a minimum tangible net worth and other requirements. Accrued
interest is due monthly until May 1999, at which time the outstanding principal
balance will be amortized over twenty years until 2011, when the loan balance
becomes due. At December 28, 1997, long term borrowings associated with this
loan were $3,259,000 leaving $6,741,000 unused and available.
During the three months ended December 28, 1997, the Company
capitalized interest on funds used to construct property, plant and equipment in
connection with the newly acquired facility. Interest capitalized during the
period was $28,000.
7
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Goodwill
Goodwill shown on the statements represents the amount by which the
costs to acquire the net assets of the Real Color Displays subsidiary exceeded
their related fair value at acquisition. Based on a review of undiscounted cash
flows of the subsidiary over the remaining amortization period, the Company
determined that goodwill had been impaired. As a result, the Company wrote-off
the $66,000 net book value in the second quarter of fiscal 1998. As required by
generally accepted accounting principles, this write-off, which was considered a
change in accounting estimate, was included in the results of operations.
Inventories
Inventories are stated at the lower of cost or market, with cost
determined under the first-in, first-out (FIFO) method. Inventories consist of
the following:
December 28, 1997 June 30, 1997
----------------- -------------
Raw materials $1,035,000 $1,559,000
Work-in-progress 1,215,000 1,374,000
Finished goods 538,000 1,016,000
---------- ----------
$2,788,000 $3,949,000
---------- ----------
Research and Development Accounting Policy
The U.S. Government provides funding for several of the Company's
current research and development efforts. The contract funding may be based on a
cost-plus or a cost-share arrangement. The amount of funding under each contract
is determined based on cost estimates that include direct costs, plus an
allocation for research and development, general and administrative and cost
of capital expenses. Cost-plus funding is determined based on actual costs plus
a set percentage margin. For cost-share contracts, the actual costs are divided
between the U.S. Government and the Company based on the terms of the contract.
The government's cost share is then paid to the Company. Activities performed
under these arrangements include research regarding silicon carbide and gallium
nitride materials. The contracts typically require submission of a written
report to document the results of such research.
The revenue and expense classification for contract activity is
determined based on the nature of the contract. For contracts where the Company
anticipates that funding will exceed direct costs over the life of the contract,
funding is reported as contract revenue and all direct costs are reported as
costs of contract revenue. For contracts under which the Company anticipates
that direct costs will exceed amounts to be funded over the life of the
contract, costs are reported as research and development expenses and
8
<PAGE>
related funding as an offset of those expenses. The following table details
information about contracts for which direct expenses exceed funding by period
as included in research and development expenses:
<TABLE>
<CAPTION>
Three months ended (in 000's) Six months ended (in 000's)
----------------------------- ---------------------------
December 28, December 31, December 28, December 31,
1997 1996 1997 1996
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net R&D costs $ 161 $ 66 $ 281 $ 240
Government funding 311 320 598 764
------ ------ ------ ------
Total direct costs incurred $ 472 $ 386 $ 879 $1,004
------ ------ ------ ------
</TABLE>
As of December 28, 1997, all funding under contracts where the Company
anticipates that direct costs will exceed amounts to be funded has been
exhausted. Therefore, the Company anticipates that all future contract funding
under existing contracts will be reflected as contract revenue while direct
costs will be reported as contract cost of sales.
Significant Sales Contract
In September 1996, the Company entered into a Purchase Agreement with
Siemens AG ("Siemens"), pursuant to which Siemens agreed to purchase LED chips
made with the Company's gallium nitride-on-silicon carbide technology. In April
1997, a contract amendment was executed that provided for enhanced product
specifications requested by Siemens. The original contract and its amendment
covered quantities to be delivered through December 1997. As of December 28,
1997, the Company had shipped all quantities required to be shipped by that date
under the terms of the agreement.
In December 1997, the Company and Siemens further amended the contract
to extend shipments of blue light emitting diodes to Siemens through calendar
1998. The second amendment obligates the Company to ship and Siemens to purchase
stipulated quantities of the LED chip with a fixed contract price in excess of
$6 million for the remainder of the 1998 fiscal year. Additional shipments
anticipated for fiscal 1999 are subject to certain rescheduling and cancellation
provisions.
Income Taxes
The Company has established an estimated tax provision based upon an
effective rate of 29%. During the three months ended December 28, 1997, the rate
has declined from 34% to 29% due to the creation of a foreign sales corporation
and other tax reduction strategies being implemented by the Company. The
estimated effective rate was based upon projections of income for the fiscal
year and the Company's ability to utilize remaining net operating loss
carryforwards and other tax credits. However, the
9
<PAGE>
actual effective rate may vary depending upon actual pre-tax book income for the
year or other factors.
Related Party Transaction
In November 1997, the Company acquired additional shares of common
stock of C3, Inc ("C3"), bringing the Company's investment in C3, when combined
with existing holdings, to shares representing approximately 2% of the C3 common
stock outstanding at the closing of its stock offering in November 1997. As a
result of this investment, the Company, and certain of its officers and
directors, own in the aggregate approximately 5% of the outstanding common stock
of C3. The Company's president has, through a binding agreement, indemnified
the Company for up to $300,000 in trading losses in connection with the
investment in C3. At December 28, 1997, the Company recorded a $275,000
receivable from the president (included in other current assets) to offset the
write-down of the C3 investment. In addition, the president and the founder of
C3 are the brothers of the president and chief executive officer of the Company.
During fiscal 1997, the Company and C3 entered into a Development
Agreement and Exclusive Supply Agreement with C3. Pursuant to these agreements,
the Company will work to develop and supply near-colorless SiC crystals to C3.
C3 will use this product to fabricate and market gemstones as a substitute for
diamonds in jewelry applications. For the three and six months ended December
28, 1997, sales to C3 totaled $1,119,000 and $1,609,000, respectively. At
December 28, 1997, accounts receivable balances included $578,000, related to
these product revenues.
Earnings Per Share
The Company has adopted Statement of Financial Accounting Standards
(SFAS) No. 128, "Earnings Per Share", as of December 28, 1997. SFAS No. 128
required the Company to change its method of computing, presenting and
disclosing earnings per share information. All prior period data presented has
been restated to conform to the provisions of SFAS No. 128.
10
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The following computation reconciles the differences between the basic and
diluted presentations:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
-------------------------------- -------------------------------
December 28, December 31, December 28, December 31,
1997 1996 1997 1996
(in 000's, (in 000's, (in 000's, (in 000's,
except per except per except per except per
share amounts) share amounts) share amounts) share amounts)
--------------- -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net income $1,471 $358 $2,640 $2,264
Weighted average common shares 12,789 12,292 12,699 12,287
--------------- ---------------- ---------------- ----------------
Basic earnings per common share $0.12 $0.03 $0.21 $0.18
=============== ================ ================ ================
Net income $1,471 $358 $2,640 $2,264
Weighted average common shares:
Common shares outstanding 12,789 12,292 12,699 12,287
Dilutive effect of stock options &
warrants 846 720 823 732
--------------- ---------------- ---------------- ----------------
Total weighted average common shares 13,636 13,012 13,522 13,019
Diluted earnings per common share $0.11 $0.03 $0.20 $0.17
=============== ================ ================ ================
</TABLE>
Potential common shares that would have the effect of increasing
diluted income per share are considered to be antidilutive. In accordance with
SFAS No. 128, these shares were not included in calculating diluted income per
share. Accordingly, 300,000 shares for the three and six months ended December
28, 1997, and 663,000 shares for the three and six months ended December 31,
1996, were not included in calculating diluted income per share for the periods
presented.
Reclassifications
Reclassifications of certain amounts have been made to the statement of
operations for the three and six months ended December 31, 1996, and related
footnote disclosures, to conform to the fiscal 1998 presentation. These
reclassifications had no effect on shareholders' equity, the results of
operations or per share data.
11
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Contingencies
The consolidated securities class action lawsuits previously pending
against the Company and certain of its directors and officers were dismissed
with prejudice on November 28, 1997. The dismissal was pursuant to a stipulation
of the named parties entered after the court granted the defendants' motions to
dismiss the consolidated complaint for failure to state a claim. No payments
were made to the plaintiffs to obtain the dismissal. The suits, filed in the
U.S. District Court for the Middle District of North Carolina in October and
December 1996 and subsequently consolidated, alleged that the defendants made
material misrepresentations and omissions during the period from February 1,
1996 to July 2, 1996 and sought damages on behalf of persons who purchased the
Company's stock within that period. By stipulating to the dismissal with
prejudice, the plaintiffs waived any right to re-file the action or to appeal
the court's order of dismissal.
12
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
CAUTIONARY STATEMENT IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE THE
COMPANY'S ACTUAL RESULTS TO DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING
STATEMENTS
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document are advised that it
contains both statements of historical facts and forward looking statements.
Forward looking statements are subject to various risks and uncertainties which
could cause actual results to differ materially from those indicated by the
statements. Examples of forward looking statements include but are not limited
to (i) projections of revenues, income or loss, earnings per share, capital
expenditures, capital structure and other financial items, (ii) statements of
the plans and objectives of the Company or its management or Board of Directors,
including the introduction of new products or predictions of actions by
customers, suppliers or competitors, (iii) statements of future economic
performance, and (iv) statements of assumptions underlying other statements
about the Company and its business.
This document also identifies important factors which could cause
actual results to differ materially from those indicated by the forward looking
statements. These risks and uncertainties include the Company's need to lower
unit product costs, gain a larger customer base, price products competitively,
maintain and increase product yields, availability of U.S. government funding
for research contracts, possible delays in the introduction of new products,
customer acceptance of products or services, and other factors discussed in the
Company's report on Form 10-K for the year ended June 30, 1997.
Results of Operations
The Company's revenues of $10,106,000 and $20,313,000 for the three and
six month periods ended December 28, 1997, respectively, represent a 55% and 50%
increase over the same periods in fiscal 1997. Six month revenue in the year-ago
period reflects a $2,615,000 one time license fee recorded in that period.
Without this fee, revenue in the first half of fiscal 1998 would have been 86%
higher than in the corresponding prior year period. Product revenue, which
includes sales of light emitting diodes ("LEDs"), wafer materials, module
display products and moving message signs, increased 79% and 124% over the
second quarter and first half of fiscal 1997, respectively. Results for the
second quarter and first six months of fiscal 1998 reflect the change to a
13-week quarterly periods as discussed in the Notes to Consolidated Financial
Statements.
LED sales increased 116% for the quarter ended December 28, 1997 and
179% for the first half of fiscal 1998, as compared to the same periods in the
prior year. Most of this increase was prompted by the Purchase Agreement signed
with Siemens A.G.
13
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("Siemens") in September 1996 and subsequently amended, which provided for an
escalating volume of shipments over time. As a result, during the second quarter
of fiscal 1998 the Company shipped more than two times the quantity shipped
during the comparable period of the prior year. In addition, during the first
half of fiscal 1998, the Company shipped more than three times the quantity
shipped during the same period in 1997. The impact of this greater volume was
partly offset by a 10% reduction in the average sales price during the first
half of fiscal 1998 over the average sales price under the agreement during the
comparable prior year period. In December 1997, the Company and Siemens further
amended the Purchase Agreement to provide for additional shipments of LEDs to
Siemens through calendar 1998. Under this second amendment, the Company will
ship stipulated quantities of the chips with a fixed contract price in excess of
$6 million for the remainder of the 1998 fiscal year. Additional shipments are
scheduled for delivery in fiscal 1999, subject to certain deferral and
cancellation terms. The second amendment also provides for higher prices per
unit on items shipped early in the contract, with amounts being reduced as
volume increases in the latter part of the contract. Further reductions in per
unit costs are required to provide a consistent profit margin on future sales
and is expected from a combination of the new two inch wafer size, the
conductive buffer technology and improved yields. There can be no assurance that
these efficiencies will be achieved.
The Company continues to focus efforts on obtaining additional LED
customers. If the Company is unable to expand its customer base, its revenue and
earnings growth may be adversely impacted. The Company believes that market
growth for this product remains dependent on its ability to substantially lower
pricing. As a result, to the extent lower production costs can be achieved, the
Company anticipates that it will continue to lower selling prices of its LEDs in
the future. Lower pricing will be viable, however, only when a significant
reduction in production costs can be achieved. The Company began production of
LEDs using a new smaller sized die in the second quarter and also increased the
wafer size used in LED production to two inches during December. The combination
of the smaller die and the two inch wafer is expected to double the number of
potential good die on the wafer, which the Company anticipates will lower costs
on a per unit basis. In addition, in December 1997 the Company shipped
qualification samples of the conductive buffer version of its LED chip and
expects to begin volume production of the new version during the third quarter.
The Company expects that, as finally released to production, this product will
be 50% brighter than the prior version and cost less to produce due to a
reduction in the time required for epitaxial and photolithography processing.
There can be no assurance that Cree will achieve lower costs or increase its
customer base, or that the conductive buffer version of its product will be
accepted by customers. In addition, changes in the manufacturing processes could
result in unexpected problems that could lower production during the transition
period.
Material products sales increased 78% and 93%, respectively, for the
three and six months ended December 28, 1997, over the same periods in the prior
year. This rise in revenue is primarily attributable to an increase in wafer
shipments and increased
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<PAGE>
development funding from the Company's Development Agreement with C3, Inc. dated
June 6, 1997. Under the Development Agreement, C3 pays the Company its costs,
plus a specified margin on certain costs, for work directed to developing
improved processes for the manufacture of colorless material for use in
gemstones. In addition to increased purchases by C3, wafer volume increased as a
result of the Company's success in offering wafer products with lower defect
densities, which enable customers to advance research for microwave and power
applications, and in part due to increased interest in SiC materials in the
semiconductor industry generally.
Revenues from sales of display modules and moving messages signs were
42% lower for the three months ended December 28, 1997, and 30% higher for the
six month period, as compared to the corresponding prior year periods. Results
for the second quarter of fiscal 1997 include a large module sale to a customer
in Canada, while results for the first quarter of fiscal 1998 include a large
sale to a customer in Korea. The majority of revenue in this sector is now
driven by the modules product line. The moving message sign product line
accounts for only 10% of total displays revenue.
Research contract revenue and cost of contract revenue has decreased 2%
and 5%, respectively, during the second quarter of fiscal 1998 as compared to
the prior year due to a shift in resources from government contract research to
the C3 Development Agreement. Revenue and costs recognized under the Development
Agreement are recorded as product revenue and cost of revenue, respectively,
since materials are provided to C3 under the agreement. Contract revenue and
cost of revenue grew 10% and 1%, respectively, for the six month period ended
December 28, 1997 as compared to fiscal 1997. These increases are attributable
to a change in mix of work being performed on cost-share type arrangements.
Under cost-share contracts, where direct costs incurred are expected to exceed
government funding, funding is recorded as an offset to research and development
expenses and related direct expenses are recorded as research and development
expenses. Conversely, when government funding is anticipated to be higher than
direct costs incurred, funding is recorded as contract revenue and direct
expenses are reflected as costs of contract revenue. During the first half of
fiscal 1998, resources were moved from the two cost-share arrangements to other
work, as the majority of funding under the cost-share transactions had been
exhausted. As a result, contract revenue and costs of revenue were higher.
The Company's product gross margin was 39% for the three months ended
December 28, 1997 compared to 29% experienced in the second quarter of fiscal
1997. For the six months ended December 28, 1997, product gross margins were 37%
of revenue, compared to 29% in the prior year. The overall growth in
profitability stems from higher throughput and manufacturing yield on LED and
materials products, thereby lowering the cost per unit. While the Company has
demonstrated a lower per unit cost during the past year, much of this success
was due to higher volumes processed as a result of the Siemens contract. In
addition, the smaller sized chip combined with the larger two inch wafer have
already contributed to significantly lower costs per unit during the second
quarter of fiscal 1998.
15
<PAGE>
As discussed above, the terms of the Company's Purchase Agreement with
Siemens provide for continuing reductions in average sales price to be received
in 1998. As a result, the Company must continue to reduce per unit costs in
order to sustain similar profit margins. The two inch wafer product is expected
to comprise the majority of production for the third quarter, and the conductive
buffer product is expected to be introduced in March. Both of these products are
expected to further reduce costs per unit. A major challenge for the Company for
the remainder of the year is to ensure that costs decline at a faster rate than
the average sales price. If the Company is unable to reduce unit costs or gain
orders for the additional volume produced, gross margin could be negatively
impacted.
For the three and six months ended December 28, 1997, research and
development costs have increased 113% and 21%, respectively, over the prior
year. This growth resulted from higher direct costs associated with two
cost-share contracts completed during the periods, labor incurred that was not
billable to projects and recruiting and other one time, nonreimbursable costs
associated with the ramp up of the development program under the C3 Development
Agreement.
Sales, general and administrative expenses for the three month period
ended December 28, 1997, decreased by 20% over the same period in the prior
year, and increased by only 1% for the six month period due to two one time
insurance events. As a result of the dismissal of the securities class action
lawsuits (see "Contingencies" in the Notes to the Financial Statements), the
Company was reimbursed $216,000 by its insurance carrier for costs incurred in
defense of the lawsuit. In addition, as a result of a negotiated cost cap, the
Company received a $220,000 reimbursement of medical expenses that were incurred
during the year under a self insurance plan. These one time events have been
offset by higher costs incurred to support the growth of the business.
Included in "Other expense" is a loss incurred on the disposal of
certain fixed assets and the write-off of $66,000 for the remaining value of
goodwill associated with the acquisition of the Real Color Displays subsidiary.
The Company's income tax provision has increased to 29% from a 5%
effective rate experienced during 1997. This higher rate results from the
utilization of net operating loss carryforwards during fiscal 1997. During the
three months ended December 28, 1997, the rate has declined from 34% to 29% due
to the creation of a foreign sales corporation and other tax reduction
strategies being implemented by the Company.
16
<PAGE>
Liquidity and Capital Resources
Net cash provided by operations was $2,820,000 for the six months
ended December 28, 1997 compared with $2,227,000 generated during the
comparative period in fiscal 1997. The increase was primarily attributable to
higher profitability in fiscal 1998 which was offset in part by greater accounts
receivable balances.
The Company invested $5,704,000 in capital items during the first
six months of fiscal 1998 compared to $3,786,000 during the same period in the
prior year. The majority of the increase in spending was due to the acquisition
of a new production facility near Research Triangle Park, North Carolina. The
total capital outlay for this facility and necessary upfit is estimated to be
approximately $9,000,000 to $10,000,000. A $3,000,000 initial investment has
been made to purchase the property, with the upfit expected to take place over
an 18-month period. The Company has a loan commitment from a commercial bank to
finance these expenditures. As of December 28, 1997, approximately $3,259,000
has been drawn against this loan. All other capital investments made during 1998
are expected to be financed through cash provided by operations and cash on
hand.
The Company has sufficient capital resources to fund its current LED
and materials business. However, the Company is evaluating alternatives for
financing the development of new applications of its technology, including its
blue laser technology.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The consolidated securities class action lawsuits previously pending
against the Company and certain of its directors and officers were dismissed
with prejudice on November 28, 1997. The dismissal was pursuant to a stipulation
of the named parties entered after the court granted the defendants' motions to
dismiss the consolidated complaint for failure to state a claim. No payments
were made to the plaintiffs to obtain the dismissal. The suits, filed in the
U.S. District Court for the Middle District of North Carolina in October and
December 1996 and subsequently consolidated, alleged that the defendants made
material misrepresentations and omissions during the period from February 1,
1996 to July 2, 1996 and sought damages on behalf of persons who purchased the
Company's stock within that period. By stipulating to the dismissal with
prejudice, the plaintiffs waived any right to re-file the action or to appeal
the court's order of dismissal.
17
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Shareholders convened on November 11,
1997. The meeting was held at the Holiday Inn Raleigh-Durham Airport located at
4810 New Page Road, Research Triangle Park, North Carolina. At the meeting there
were 11,935,006 shares of common stock of the Company present in person and by
proxy representing a quorum of the 12,704,841 common shares outstanding and
entitled to vote as of the September 23, 1997 record date.
The following proposals were introduced and voted upon:
PROPOSAL NO. 1
Election of Directors
<TABLE>
<CAPTION>
Vote Percent of Votes Percent of
Names For Votes Cast Withheld Votes Cast
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
F. Neal Hunter 11,535,898 96.66% 399,108 3.34%
Calvin H. Carter, Jr. 11,536,298 96.66% 398,708 3.34%
Walter L. Robb 11,535,498 96.65% 399,508 3.35%
Michael W. Haley 11,535,498 96.65% 399,508 3.35%
Dolph W. von Arx 11,535,498 96.65% 399,508 3.35%
James E. Dykes 11,527,498 96.59% 407,508 3.41%
John W. Palmour 11,536,298 96.66% 398,708 3.34%
</TABLE>
<TABLE>
<CAPTION>
Percentage of
Percent of Shares
Votes Cast Outstanding
---------- -----------
<S> <C> <C>
PROPOSAL NO.2
To amend the Amended and Restated
Equity Compensation Plan to increase
the number of authorized shares
6,325,368 votes were cast FOR 89.27% 49.79%
616,603 votes were cast AGAINST 8.70% 4.85%
143,517 votes were ABSTAINED 2.03% 1.13%
TOTAL VOTES CAST 7,085,488
PROPOSAL NO.3
To ratify the selection of Coopers & Lybrand LLP
as auditors for the fiscal year ending June 28, 1998
11,691,371 votes were cast FOR 97.96% 92.02%
18,048 votes were cast AGAINST .15% .14%
225,587 votes were ABSTAINED 1.89% 1.78%
TOTAL VOTES CAST 11,935,006
</TABLE>
18
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 10.57: Second Amendment to Purchase Agreement between
the Company and Siemens A.G. dated December 9, 1997.
(Confidential treatment of portions of this document
has been requested pursuant to Rule 24 b-2.)
b) Reports on Form 8-K:
None.
19
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CREE RESEARCH, INC.
Date: January 30, 1998 /s/F. Neal Hunter
-----------------------------
F. Neal Hunter, President and
Chief Executive Officer
/s/ Cynthia B. Merrell
------------------------------
Cynthia B. Merrell, Controller
20
<PAGE>
<PAGE>
[*] -- Certain information omitted and filed separately with the Commission
pursuant to a confidential treatment request under Rule 24b-2 of the Commission.
SECOND AMENDMENT
TO PURCHASE AGREEMENT
SECOND AMENDMENT (this "Amendment"), dated and effective as of the 9th day of
December, 1997 (the "Effective Date"), to the PURCHASE AGREEMENT dated September
6, 1996 , as amended by the FIRST AMENDMENT dated April 22, 1997 (as thus
amended, the "Purchase Agreement" or "Agreement"), between CREE RESEARCH, INC.
("Seller"), a corporation organized under the laws of the State of North
Carolina, the United States of America, and SIEMENS AKTIENGESELLSCHAFT
("Purchaser"), a corporation organized under the laws of the Federal Republic of
Germany. As used in this Amendment, capitalized terms not defined herein which
are defined in the Purchase Agreement shall have the meaning defined in the
Purchase Agreement.
In consideration of the mutual provisions below the parties hereby agree as
follows:
1. The Purchase Agreement is amended by incorporating SUPPLEMENT NO. 1 TO
SCHEDULE 1 annexed hereto as an addendum to the FIRST AMENDED SCHEDULE
1.
2. The Purchase Agreement is amended by incorporating SUPPLEMENT NO. 1 TO
SCHEDULE 2 annexed hereto as an addendum to the FIRST AMENDED SCHEDULE
2.
3. The Purchase Agreement is amended by replacing the FIRST AMENDED
SCHEDULE 3 in its entirety with the SECOND AMENDED SCHEDULE 3 annexed
hereto.
4. Purchaser acknowledges that all Products delivered under the Purchase
Agreement prior to the Effective Date of this Amendment conformed to the
then applicable Product Specifications.
5. Seller and Purchaser will continue to work to improve the ESD
sensitivity of the Product, as provided in SCHEDULE 4 of the Purchase
Agreement, with a goal developing a mutually acceptable improved Product
with a minimum RAET rating of ******* (as measured using the RAET method
described in the Product Specifications contained in SECOND AMENDED
SCHEDULE 3) for all shipments to be made on and after October 1, 1998.
6. Seller represents to Purchaser that the Product version described by the
Product Specifications contained in SECOND AMENDED SCHEDULE 3 was sample
tested as having Class 2 ESD sensitivity (i.e., greater than 2kVolts and
less than or equal to 4kVolts) based on the results of testing conducted
by Seller during the week of October 20, 1997 in accordance with the
procedures of MIL-STD-883C, Notice 5, Method 3015.4, entitled
"Electrostatic Discharge Sensitivity Classification."
7. Except as amended hereby, the terms and conditions of the Purchase
Agreement shall continue in effect.
IN WITNESS WHEREOF, the parties, through their respective duly authorized
officers, have executed this Amendment to be effective as of the Effective Date
set out in the preamble hereto.
CREE RESEARCH, INC. SIEMENS AKTIENGESELLSCHAFT
By /s/ F. Neal Hunter By /s/ C. Hagen
------------------------- -------------------------------------------
F. Neal Hunter, President C. Hagen, Vice President-Finance and Admin.
By /s/ N. Hiller
-------------------------------------------
N. Hiller, Marketing Manager
Date December 9, 1997 Date December 9, 1997
----------------------- -------------------------------------
11206-F1
<PAGE>
SUPPLEMENT NO. 1 TO SCHEDULE 1
Quantity and Shipment Schedule
1. QUANTITY AND SELECTION. During the period commencing ******************
and ending ******* ********, Purchaser will purchase a total of
***************** units of the Product.
2. SHIPMENT SCHEDULE. The shipment schedule for the units to be shipped
under this SUPPLEMENT NO. 1 is set out below. Subject to the provisions
of this Agreement, each monthly quantity shown below shall be shipped
on the last day of the month unless otherwise mutually agreed. The
target Product versions noted in the schedule below reflect current
development goals as of November 1997 but are not intended as
contractual commitments.
<TABLE>
<CAPTION>
------------------------ ------------------------- -------------------------
Month Quantity Target Version
------------------------ ------------------------- -------------------------
<S> <C> <C>
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
************************ *********************** ************************
------------------------ ------------------------- -------------------------
</TABLE>
3. RESCHEDULING OF SHIPMENTS. Purchaser may without charge reschedule shipments
as follows:
(a) for quantities scheduled to be shipped more than 24 weeks but
within 52 weeks following Seller's receipt of written notice
from Purchaser requesting rescheduling, up to thirty percent
(30%) of the quantity originally scheduled to be shipped
during such period;
(b) for quantities scheduled to be shipped more than 12 weeks but
within 24 weeks following Seller's receipt of written notice
from Purchaser requesting rescheduling, up to fifteen percent
(15%) of the quantity originally scheduled to be shipped
during such period.
In all other cases Purchaser may reschedule shipments only with Seller's
mutual written agreement. Purchaser's notice requesting rescheduling
must specify the quantity to be deferred and the date on which shipment
is to be made. In no event, however, shall Purchaser be entitled to
reduce shipments in any calendar month to less than ********** units,
nor shall Seller be obligated to ship more than ************ units in
any calendar month. No shipment shall be delayed beyond June 30, 1999.
Subject to the foregoing, a shipment may be rescheduled any number of
times under this paragraph.
4. CANCELLATION OF SHIPMENTS. Purchaser shall be entitled to cancel
shipment of all or any portion of the monthly quantities scheduled as
shown above, provided Purchaser pays Seller a cancellation charge of
$**** per unit for all quantities canceled and Seller receives written
notice specifying the canceled quantities at least five (5) calendar
months prior to the first day of the calendar month in which such
quantities are scheduled to be shipped. The cancellation charges shall
be due and payable within thirty (30) days after the date notice of
cancellation is given. The parties agree that the amount of such
cancellation charges represents a reasonable estimate of Seller's
damages resulting from cancellation and shall be due and payable as
liquidated damages and not as a penalty.
Page 2
<PAGE>
5. PURCHASE ORDERS. Purchaser will submit written purchase orders
evidencing its commitment to purchase Products under this SUPPLEMENT NO.
1 TO SCHEDULE 1 prior to each scheduled shipment date. Such purchase
orders may be submitted by through Purchaser's offices in Regensburg,
Germany, or through any other Siemens Semiconductor location authorized
by Purchaser. In the event Purchaser requests delivery of shipments to a
Siemens Semiconductor location other than Regensburg, Germany,
Purchaser's personnel at such location shall be authorized to act on
Purchaser's behalf with respect to scheduling and acceptance of
shipments and other matters relating thereto. The terms and conditions
of this Agreement shall govern the purchase of Products hereunder
notwithstanding any contrary provisions of any purchase order submitted
by Purchaser.
Page 3
<PAGE>
SUPPLEMENT NO. 1 TO SCHEDULE 2
Price and Payment Schedule
1. PRICES.
(a) Prices of units shipped pursuant to SUPPLEMENT NO. 1 TO
SCHEDULE 1 shall be as follows, subject to adjustment as
provided in paragraph (b) below:
---------------------------------- ------------------------
Incremental Quantities Unit Price (US$)
---------------------------------- ------------------------
************************** ********
************************** ********
************************** ********
************************** ********
---------------------------------- ------------------------
The reduction in per unit prices for larger quantities
reflects Seller's expectation that it will improve
manufacturing yields and reduce per unit costs as the
quantities manufactured increase. Nonetheless, the above
prices are firm and are not subject to any adjustment on
account of lower than expected manufacturing yields, increased
costs or other factors.
(b) Purchaser and Seller will share the risk of currency exchange
rate fluctuations, as provided in this paragraph, for units
shipped pursuant to SUPPLEMENT NO. 1 TO SCHEDULE 1. The unit
price for such shipments shall be adjusted by the applicable
percentage below according to the value of the "DM-Dollar
Exchange Rate" on the shipment date. For purposes of this
paragraph, the "DM-Dollar Exchange Rate" means the average of
the foreign exchange selling rates for German Marks per U.S.
Dollar, as published in the Wall Street Journal during the
thirty (30) calendar days preceding the date of shipment, for
rates quoted in New York the preceding business day for
trading among banks in amounts of $1 million or more.
<TABLE>
<CAPTION>
------------------------------------------------------------- -------------------------
DM-Dollar Exchange Rate Percentage Price
Adjustment
------------------------------------------------------------- -------------------------
<S> <C>
Equal to or greater than 1.95 *****************
Equal to or greater than 1.85 and less than 1.95 *****************
Greater than 1.65 and less than 1.85 *****************
Equal to or less than 1.65 and greater than 1.55 *****************
Equal to or less than 1.55 *****************
------------------------------------------------------------- -------------------------
</TABLE>
(c) Prices of units shipped pursuant to SCHEDULE 1 (as previously
amended) shall continued to be determined as set forth in
SCHEDULE 2 (as previously amended), subject to adjustment as
provided therein.
2. PAYMENT TERMS.
(a) Units shipped pursuant to SUPPLEMENT NO. 1 TO SCHEDULE 1 will
be invoiced upon shipment and such invoices shall be due and
payable within twenty (20) days from the invoice date.
(b) Prices of units shipped pursuant to SCHEDULE 1 (as previously
amended) shall be paid in accordance with SCHEDULE 2 (as
previously amended).
Page 4
<PAGE>
SECOND AMENDED SCHEDULE 3
Product Specifications
1. Product Specifications for units shipped on and after November 1, 1997
shall be those set forth in Attachment A. Product Specifications for
units shipped prior to that date shall be those set forth in SCHEDULE 3
as previously amended.
2. Seller may elect to substitute a version of Product which uses a
conductive buffer layer, subject to Purchaser's approval which shall be
given under the terms and conditions set forth below. Commencing thirty
(30) days after the date of such approval, or such earlier date as may
be agreed by the parties, the Product Specifications applicable to
shipments made thereafter shall be the specifications of the new
version supplied by Seller as provided below, and Seller may not ship
the original version without Purchaser's prior written consent.
(a) The new version must meet the original specifications except
that *********************************************************
**************************************************************
***************************************.
(b) Seller will provide Purchaser with production prototypes of
the new version manufactured from wafers from at least three
different epi runs and will provide Purchaser the
specifications applicable to the new version and such
qualification data as may then be available to Seller.
(c) Purchaser will give Seller notice of Purchaser's approval or
disapproval within seventy-five (75) days after receipt of the
prototypes and specifications.
(d) Purchaser may withhold its approval only if new version does
not meet the minimum specifications described in (a) above.
3. Prior to shipping a conductive buffer Product version as permitted
above or any other changed version as may be mutually agreed by the
parties, Seller will conduct a test of the new Product version in
accordance with the procedures of MIL-STD-883C, Notice 5, Method
3015.4, entitled "Electrostatic Discharge Sensitivity Classification"
and inform Purchaser of the results of such testing. The changed
version shall not be shipped unless it is sample tested as having at
least Class 2 ESD sensitivity according to the results of such test.
Seller is only obligated to qualify new Product versions using the
MIL-STD-883C method and is not obligated to test individual units using
such method.
4. Seller will test and inspect all Product units in accordance with
Seller's quality assurance procedures described in Seller's document
CPT-026 dated July 17, 1997 and will ship only units passing such
procedures.
Page 5
<PAGE>
ATTACHMENT A TO
SECOND AMENDED SCHEDULE 3
Information in attachment omitted in its entirety and
filed separately with the Commission pursuant to a
confidential treatment request under Rule 24b-2 of the Commission.
Page 1
<PAGE>
ATTACHMENT A TO
SECOND AMENDED SCHEDULE 3
Information in attachment omitted in its entirety and
filed separately with the Commission pursuant to a
confidential treatment request under Rule 24b-2 of the Commission.
Page 2
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-28-1998 JUN-28-1998
<PERIOD-END> DEC-28-1997 DEC-28-1997
<CASH> 13,102 13,102
<SECURITIES> 1,225 1,225
<RECEIVABLES> 10,383 10,383
<ALLOWANCES> 157 157
<INVENTORY> 2,788 2,788
<CURRENT-ASSETS> 29,488 29,488
<PP&E> 36,810 36,810
<DEPRECIATION> 8,789 8,789
<TOTAL-ASSETS> 29,488 29,488
<CURRENT-LIABILITIES> 4,189 4,189
<BONDS> 0 0
0 0
0 0
<COMMON> 48,416 48,416
<OTHER-SE> 1,489 1,489
<TOTAL-LIABILITY-AND-EQUITY> 58,991 58,991
<SALES> 10,106 20,313
<TOTAL-REVENUES> 10,106 20,313
<CGS> 6,546 13,617
<TOTAL-COSTS> 8,313 16,912
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (169) (332)
<INCOME-PRETAX> 1,962 3,733
<INCOME-TAX> 490 1,093
<INCOME-CONTINUING> 1,472 2,640
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,472 2,640
<EPS-PRIMARY> 0.12 0.21
<EPS-DILUTED> 0.11 0.20
</TABLE>
