CIDCO INC
10-Q, 1996-08-06
TELEPHONE & TELEGRAPH APPARATUS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

(Mark One)

[ x ]   Quarterly report pursuant to Section 13 or 15(d) of the Securities 
        Exchange Act of 1934 for the quarterly period ended June 30, 1996.
                                       OR
[   ]   Transition report pursuant to Section 13(d) or 15(d) of the Securities
        Exchange  Act of 1934 for the transition period from ______ to ______.

                         Commission file number: 0-23296


                               CIDCO INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)

                  Delaware                               13-3500734
       (State or other jurisdiction of                (I.R.S. employer
       incorporation or organization)              identification number)


                               220 Cochrane Circle
                              Morgan Hill, CA 95037
              (Address of principal executive offices and zip code)

                                 (408) 779-1162
              (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 (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.

                                    YES   X          NO
                                        -----           -----

The number of shares outstanding of the Registrant's Common Stock on
July 31, 1996 was 14,338,186.

<PAGE>


                               CIDCO INCORPORATED

                                      INDEX



PART I.       FINANCIAL INFORMATION                                        Page

         Item 1.  Financial Statements:

                  Balance sheet at June 30, 1996
                      and December 31, 1995 .................................3

                  Income statement for the three and
                      six months ended June 30, 1996 and 1995 ...............4

                  Statement of cash flows for the
                      six months ended June 30, 1996 and 1995 ...............5

                  Notes to unaudited financial statements ...................6

         Item 2.  Management's Discussion and Analysis of
                      Financial Condition and Results of Operations..........7


PART II.      OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K .........................10


SIGNATURES .................................................................11





                                       2

<PAGE>



Part I.       FINANCIAL INFORMATION
Item 1.       Financial Statements

<TABLE>
                               CIDCO INCORPORATED
                                  BALANCE SHEET
                      (in thousands, except per share data)
<CAPTION>
                                                                       June 30,       December 31,
                                                                         1996             1995
                                                                       --------         --------
                                                                     (unaudited)
<S>                                                                 <C>              <C>        
ASSETS
Current assets:
   Cash and cash equivalents ....................................   $   169,575      $    19,290
   Short-term investments .......................................        41,075           21,342
   Accounts receivable, net of allowances
     for doubtful accounts of $2,850 and $3,150 .................        49,863           49,624
   Inventories ..................................................        13,699           17,916
   Deferred tax asset ...........................................         2,974            2,974
   Other current assets .........................................         2,045            1,146
                                                                    -----------      -----------
     Total current assets .......................................       279,231          112,292


Property and equipment, net .....................................        13,807           14,112
Other assets ....................................................         5,923              747
                                                                    -----------      -----------

                                                                    $   298,961      $   127,151
                                                                    ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable .............................................   $    16,463      $    11,373
   Accrued compensation .........................................         2,505            2,795
   Accrued liabilities ..........................................         7,441            5,627
   Accrued taxes payable ........................................         1,641            1,142 
                                                                    -----------      ----------- 
     Total current liabilities ..................................        28,050           20,937

Long-term debt...................................................       150,000               --
                                                                    -----------      -----------     

   Total liabilities.............................................       178,050           20,937

Stockholders' equity:
  Common stock, $.01 par value; 35,000 shares authorized,
      14,311 and 14,033 shares issued and outstanding ...........           143              141
   Additional paid-in capital ...................................        85,376           83,449
   Retained earnings ............................................        35,392           22,624
                                                                    -----------      -----------

     Total stockholder's equity .................................       120,911          106,214
                                                                    -----------      -----------

                                                                    $   298,961      $   127,151
                                                                    ===========      ===========



<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                       3

<PAGE>


                               CIDCO INCORPORATED
                                INCOME STATEMENT
                (in thousands, except per share data; unaudited)


                                     Three months ended       Six months ended
                                          June 30,                 June 30,
                                     ------------------       ----------------
                                      1996        1995        1996        1995
                                      ----        ----        ----        ----

Sales .........................    $ 60,446    $ 46,161    $112,132    $ 95,704
Cost of sales .................      33,920      26,949      62,983      54,372
                                   --------    --------    --------    --------
Gross margin ..................      26,526      19,212      49,149      41,332
                                   --------    --------    --------    --------
Operating expenses:
    Research and development ..       3,371       2,118       6,495       4,098
    Selling and marketing .....      10,971       7,579      18,234      16,116
    General and administrative.       2,133       1,258       3,819       2,593
                                   --------    --------    --------    --------
                                     16,475      10,955      28,548      22,807
                                   --------    --------    --------    --------
Income from operations ........      10,051       8,257      20,601      18,525
Other income, net .............         557         378         957         828
                                   --------    --------    --------    --------
Income before income taxes ....      10,608       8,635      21,558      19,353
Provision for income taxes ....       4,243       3,454       8,623       7,741
                                   --------    --------    --------    --------

Net income ....................    $  6,365    $  5,181    $ 12,935    $ 11,612
                                   ========    ========    ========    ========

Earnings per share ............    $   0.42    $   0.35    $   0.86    $   0.78
                                   ========    ========    ========    ========

Weighted average shares .......      15,196      14,988      15,106      14,969
                                   ========    ========    ========    ========





   The accompanying notes are an integral part of these financial statements.

                                       4

<PAGE>

<TABLE>

                               CIDCO INCORPORATED
                             STATEMENT OF CASH FLOWS
                            (in thousands, unaudited)
<CAPTION>
                                                                                  Six months ended
                                                                                      June 30,
                                                                               ------------------------
                                                                                 1996             1995
                                                                               -------           ------
<S>                                                                           <C>              <C>      
Cash flows provided by (used in) operating activities:
   Net income .............................................................   $  12,935        $  11,612
   Adjustments to reconcile net income to net cash provided by
     (used in) operating activities:
     Depreciation .........................................................       2,514            1,480
     Deferred income taxes ................................................           0             (900)
     Changes in assets and liabilities:
       Accounts receivable ................................................        (239)         (20,457)
       Inventories ........................................................       4,217           (1,849)
       Other current assets ...............................................        (899)            (912)
       Other assets .......................................................      (5,176)            (135)
       Accounts payable ...................................................       5,090           (1,805)
       Accrued compensation ...............................................        (290)             276
       Accrued liabilities ................................................       1,814            2,818
       Accrued taxes payable ..............................................         499           (2,126)
                                                                              ---------        --------- 
           Net cash provided by (used in) operating activities ............      20,465          (11,998)
                                                                              ---------        --------- 
Cash flows used in investing activities:
   Acquisition of property and equipment ..................................      (2,209)          (4,661)
   Purchase of short-term investments .....................................     (19,900)          (8,466)
                                                                              ---------        --------- 
           Net cash used in investing activities ..........................     (22,109)         (13,127)
                                                                              ---------        --------- 
Cash flows provided by financing activities:
   Issuance of Common Stock ...............................................       1,929              541
   Long-term debt .........................................................     150,000               --
                                                                              ---------        ---------
           Net cash provided by financing activities ......................     151,929              541
                                                                              ---------        ---------
Net increase (decrease) in cash and cash equivalents ......................     150,285          (24,584)
Cash and cash equivalents at beginning of period ..........................      19,290           28,224
Cash and cash equivalents at end of period ................................   $ 169,575        $   3,640
                                                                              =========        =========
Supplemental disclosure of cash flow information:
   Cash paid for income taxes .............................................   $   8,124        $  11,325
                                                                              =========        =========
Supplemental disclosure of non-cash investing and financing activities:
Unrealized gain (loss) on investments .....................................   $     167        $     228
                                                                              =========        =========




<FN>
   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                       5

<PAGE>



                               CIDCO INCORPORATED

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1-- BASIS OF PRESENTATION

         The  accompanying  financial  information  is  unaudited,  but,  in the
opinion of  management,  reflects all  adjustments  (which include only normally
recurring  adjustments)  necessary  for a fair  presentation  of  the  Company's
financial  position,   operating  results  and  cash  flows  for  those  periods
presented.  Certain  information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted  pursuant to the rules and regulations
of the Securities and Exchange Commission.  The financial  information should be
read in conjunction with the audited financial  statements and notes thereto for
the year ended December 31, 1995 included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission.  Results for the interim
period are not necessarily indicative of results for the entire year.

NOTE 2--INVENTORIES

         Inventories,  stated at the lower of cost or market,  consisted  of (in
thousands):

                                                  June 30,         December 31,
                                                     1996               1995
                                                    ------             ------
Raw Materials    ..............................   $     74           $    247
Finished Goods ................................     13,625             17,669
                                                  --------           --------
                                                  $ 13,699           $ 17,916
                                                  ========           ========

NOTE 3--LONG-TERM DEBT

         On June 28, 1996, the Company issued $150 million of 3.75%  Convertible
Subordinated  Notes  due June 30,  2003.  The  notes  are  convertible  into the
Company's  Common  Stock at a  conversion  rate of one share of Common Stock for
each $41.00 principal amount of the notes. The note agreement contains covenants
which, among other matters,  restrict or limit the ability of the Company to pay
dividends  or incur  indebtedness.  Interest  on the notes is payable  quarterly
commencing  September 30, 1996.  The Company  incurred  debt  issuance  costs of
approximately  $3.2  million  which are  included in other  assets and are being
amortized over the term of the notes.




                                       6

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

The  following  information  should  be read in  conjunction  with  the  interim
financial  statements  and the notes thereto in Part I, Item 1 of this Quarterly
Report.

The  discussion  and analysis  which follows  contains  trend analysis and other
forward-looking  statements.  Actual results could differ  materially from those
projected  in the  forward-looking  statements  as a result  of  changes  in the
economy,  changes in the  Company's  product mix and other  factors which may be
beyond the Company's control.  In addition,  a number of Regional Bell Operating
Companies have recently  announced merger plans. The Company is unable to assess
the future effect on the Company of these mergers, if consummated,  and of other
possible consolidations and changes in the telecommunications industry.

Results of Operations

The following table sets forth for the periods indicated the percentage of sales
represented by certain line items in the Company's income statement:

                                               As a Percentage of Sales
                                       ---------------------------------------
                                       Three months ended     Six months ended
                                            June 30,             June 30,
                                            --------             --------
                                         1996     1995       1996       1995
                                         ----     ----       ----       ----
Sales ................................. 100.0%   100.0%     100.0%     100.0%
Cost of sales .........................  56.1     58.4       56.2       56.8
                                        -----    -----      -----      -----
Gross margin ..........................  43.9     41.6       43.8       43.2
                                        -----    -----      -----      -----
Operating expenses:
   Research and development ...........   5.6      4.6        5.8        4.3
   Selling and marketing ..............  18.2     16.4       16.3       16.9
   General and administrative .........   3.5      2.7        3.4        2.7
                                        -----    -----      -----      -----
                                         27.3     23.7       25.5       23.9
                                        -----    -----      -----      -----

Income from operations ................  16.6     17.9       18.3       19.3
Other income, net......................   0.9      0.8        0.9        0.9
                                        -----    -----      -----      -----
Income before income taxes ............  17.5     18.7       19.2       20.2
Provision for income taxes ............   7.0      7.5        7.7        8.1
                                        -----    -----      -----      -----
Net income ............................  10.5%    11.2%      11.5%      12.1%
                                        =====    =====      =====      ===== 



                                       7

<PAGE>


Sales

Sales  increased 31% to $60.4  million in the second  quarter of 1996 from $46.2
million in the second  quarter of 1995.  For the six months ended June 30, 1996,
sales  increased 17% to $112.1 million from $95.7 million for the same period in
1995. These increases resulted from higher direct fulfillment,  telco and retail
unit sales. In particular, the Company undertook a number of major telemarketing
and direct mail promotions with Southwestern Bell.  Additionally,  Bell Atlantic
and K-Mart initiated  significant  Caller ID promotions  utilizing the Company's
products. The Company expects that direct marketing programs will continue to be
a significant source of sales in future quarters.

Gross margin

Cost of sales includes  primarily the cost of finished goods  purchased from the
Company's offshore contract manufacturers. It also includes all costs associated
with procuring,  warehousing,  and distributing the Company's inventory, as well
as, costs  associated  with  returned  product.  Gross margin as a percentage of
sales  increased from 41.6% in the second quarter of 1995 to 43.9% in the second
quarter of 1996.  Gross margin for the six months ended June 30, 1996 was 43.8%,
an increase  from the  corresponding  1995 period gross  margin of 43.2%.  These
increases  primarily  represent  higher  product  margins  for direct  marketing
programs, which are offset by higher selling and marketing expenses, as well as,
reductions  in the cost of  repairing  and  refurbishing  returned  product.  In
January 1996, the Company began  outsourcing its product repair and refurbishing
to the  factories  which  originally  built the  product,  thereby  reducing the
Company's overhead.  The Company expects gross margins to vary in the future due
to changes in sales mix by  distribution  channel and product  mix.  The Company
believes  gross  margins may decline over time as a result of increased  pricing
pressures in certain distribution channels.

Research and development expenses

Research and development expenses primarily consist of salaries for research and
development  personnel and associated personnel benefits, in addition to tooling
and supplies for research and development activities. The Company's policy is to
expense all research and development expenditures as incurred except for certain
investments for tooling. Research and development expenses increased 62% to $3.4
million in the  quarter  ended June 30,  1996,  from $2.1  million in the second
quarter  of  1995.  For the  six  months  ended  June  30,  1996,  research  and
development expenses were $6.5 million, an increase of 59% over $4.1 million for
the same period in 1995.  These  increases  primarily  resulted  from  increased
spending  on  personnel  working  on  development  projects,  such  as,  an ADSI
terminal,  cordless  telephones and an Internet phone.  Research and development
expenses as a percentage of sales  increased from 4.6% in the quarter ended June
30,  1995 to 5.6% in the  equivalent  period  of 1996 and  from  4.3% in the six
months  ended June 30,  1995 to 5.8%.  The Company  expects  that  research  and
development  expenditures  will increase or continue at  approximately  the same
level during the remainder of 1996.

Selling and marketing expenses

Selling and marketing expenses represent  primarily  personnel costs,  telephone
and electronic data exchange expenses, promotional costs and travel expenses for
marketing personnel.  Selling and marketing expenses increased from $7.6 million
in the quarter ended June 30, 1995 to $11.0 million in the comparable  period of
1996.  Selling and marketing  expenses  increased  from $16.1 million in the six
months  ended June 30, 1995 to $18.2  million in the same  period of 1996.  As a
percentage of sales,  selling and marketing expenses increased from 16.4% in the
quarter  ended June 30, 1995 to 18.2% in the like period of 1996,  and decreased
from 16.9% in the six months  ended June 30, 1995 to 16.3% in the same period of
1996.  The  increases  in dollar  amounts  were due  principally  to the Company
significantly  expanding its promotion of intelligent  network  services through
several  direct  mail  and  telemarketing   campaigns   resulting  in  increased
advertising and telemarketing  agency costs. While the Company  anticipates that
selling and  marketing  expenses as a percentage  of sales will  continue in the
near  term at  approximately  the  current  level,  variations  in sales  mix by
distribution channel could cause such percentage to vary in the future.

                                       8

<PAGE>



General and administrative expenses

General and administrative  expenses represent primarily salaries,  benefits and
other expenses  associated with the finance and administrative  functions of the
Company.  General and administrative expenses increased from $1.3 million in the
quarter  ended June 30, 1995 to $2.1 million in the  comparable  period of 1996.
For the  first  half of 1996,  general  and  administrative  expenses  were $3.8
million  versus $2.6  million for the same period in 1995.  As a  percentage  of
sales,  general and  administrative  expenses  increased  to 3.5% in the quarter
ended June 30, 1996 from 2.7% in the comparable period of 1995, and in the first
six months of 1996 general and  administrative  expenses were 3.4% of sales,  an
increase from 2.7% for the  corresponding  1995 period.  These increases reflect
higher spending on legal costs,  information  systems and  administrative  staff
required to support growth of the Company. The Company believes that general and
administrative  expenditures will increase or continue at approximately the same
level during the remainder of 1996.

Provision for income taxes

The  provision for income taxes for all periods in 1996 and 1995 reflects a rate
of 40%.

Liquidity and capital resources

         The  Company's  cash,  cash  equivalents  and  short-term  investments
increased $170 million during the six months ended June 30, 1996,  primarily due
to the  investment  of $150 million by an afiliate of Forstmann  Little & Co. in
the form of  newly  issued  Cidco  convertible  debt  and,  to a lesser  extent,
operating  profits.  The Company plans to use these funds for general  corporate
purposes,  including working capital.  The Company may also use the proceeds for
acquisitions  of  technology,  products or  companies  and to fund  research and
development activities.

         As of May  1996,  the  Company  increased  its line of  credit to $25.0
million  from $20.0  million,  none of which has been drawn down;  however,  the
Company does use the line of credit for standby letters of credit related to the
purchase of inventory from offshore  contract  manufacturers.  Total outstanding
letters of credit as of June 30, 1996 were $10.0 million. The line is secured by
the Company's assets.

         The Company had working  capital of $251.2  million as of June 30, 1996
as compared to $91.4 million at December 31, 1995.  The Company's  current ratio
improved  from 5.4 to 1, as of December 31,  1995,  to 10.0 to 1, as of June 30,
1996.  Capital  expenditures  in 1996 are  expected  to be funded  from  working
capital  currently  available.  The  Company  believes  its current  cash,  cash
equivalents,  short-term  investments  and  line  of  credit  will  satisfy  the
Company's working capital and capital expenditure  requirements at least through
the end of 1996.


                                       9

<PAGE>



PART II.      OTHER INFORMATION

ITEM 6.       Exhibits and Reports on Form 8-K

              (a) Exhibits
                  See Index to Exhibits at page 12 below.

              (b) Reports on Form 8-K.
                      The Company  filed one report on Form 8-K during the three
                      months  ended June 30,  1996  related to the $150  million
                      convertible note due to ID Holding  Partnership,  L.P. (an
                      affiliate of Forstmann Little & Co.).



















                                       10

<PAGE>


                                   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.

                                              CIDCO INCORPORATED


August 6, 1996                       By:/s/Paul G. Locklin
- --------------                          ----------------------------  
     Date                                Paul G. Locklin
                                         President and Chief Executive Officer


August 6, 1996                           /s/Scott C. McDonald
- --------------                           ---------------------------   
     Date                                Scott C. McDonald
                                         Executive Vice President,
                                         Chief Operating and Financial Officer
                                         and Secretary















                                       11

<PAGE>


                               CIDCO INCORPORATED

                                INDEX TO EXHIBITS
   Exhibits                                                               Page
   --------                                                               ----
      3.1       Amended and Restated Certificate of Incorporation. (1)      --

      3.2       Amended and Restated By-Laws. (1)                           --

      4         Loan and Security Agreement dated October 21,1994 between   --
                Registrant and Comerica Bank. (2)

      4.2       Loan  Revision/Extension  Agreement  dated May 22, 1996 
                between  Registrant and Comerica Bank.                      15
               
     10.4       Patent License Agreement  dated as of May 1, 1989 between   --
                the Registrant and American Telephone and Telegraph 
                Company.(1)

     10.5       Form of Indemnification Agreement. (1)                      --

     10.6       Employment Agreement dated as of January 11, 1994 between   --
                the Registrant and Robert L. Diamond. (1)

     10.7       Employment Agreement dated as of January 11, 1994 between   --
                the  Registrant  and Paul G. Locklin. (1)

     10.8       Employment,  Noncompetition  and  Nondisclosure  Agreement  --
                between the  Registrant  and Steven L. Landry. (1)

     10.9       Employment Agreement dated as of January 11, 1994 between   --
                the  Registrant and Scott C. McDonald. (1)

     10.12      Agreement dated November 20, 1990 between the Registrant    --
                and Ameritech Services Inc. (1)      

     10.13      Agreement  effective  as of December 21, 1992 between the   --
                Registrant  and  Southwestern Bell Telephone Company. (1)

     10.14      Lease dated August 15, 1993  between  Thoits  Bros.,  Inc.  --
                and the  Registrant for 220 Cochrane Circle. (1)

     10.16      Lease  dated May 31,  1994,  between  Thoits  Bros.,  Inc.  --
                and the  Registrant  for 225 Cochrane Circle, 
                Units A, B, C, D, and E. (2)

     10.17      Sublease  dated  November 18, 1994,  between  Thoits Bros.  --
                and the  Registrant  for 180 Cochrane Circle.(3)

                                       
<PAGE>



     10.18      Lease dated November 1, 1994, between  Thoits Bros., Inc.    --
                and the  Registrant for 105 Cochrane Circle, 
                Units A, B, C, D, and E.(3)

     10.19      Registrant's Amended and Restated 1993 Stock Option Plan.(1) --

     10.20      Registrant's 1994 Directors' Stock Option Plan. (1)          --

     10.21      Registrant's 1994 Employee Stock Purchase Plan. (1)          --

     10.22      Note Purchase Agreement among the  Registrant, ID Holding    --
                Partnership,  L.P. and ID Partnership, L.P. (4)

     10.23      3.75%  Convertible Subordinated Note Due  June 30,  2003     --
                in the  principal  amount  of $150,000,000,  issued by the
                Registrant on June 28, 1996 and made payable to ID Holding
                Partnership, L.P. (4)

     10.24      Registration  Rights Agreement between the Registrant and    --
                ID Holding  Partnership,  L.P. (4)



- --------------------------
(1)  Incorporated herein by reference to the Company's registration statement on
     Form S-1, File No. 33-74114.
(2)  Incorporated herein by reference to the Company's Form 10-Q for the quarter
     ended June 30, 1995.
(3)  Incorporated herein by reference to the Company's Form 10-K for the year 
     ended December 31, 1995.
(4)  Incorporated herein by reference to the Company's Form 8-K filed 
     July 3, 1996.

                                       
<PAGE>















                                  Exhibit 4.2












                                       14
<PAGE>
                                 THIRD AMENDMENT
                                       TO
                    REVOLVING CREDIT LOAN AGREEMENT (SECURED)


         This Third Amendment to Revolving Credit Loan Agreement (Secured) (this
"Agreement") is entered into by and between CIDCO INCORPORATED  ("Borrower") and
Comercia Bank-California ("Bank") as of this 22nd day of May, 1996, at San Jose,
California.

                                    RECITALS

         A. Borrower and Bank have previously  entered into that certain Amended
and  Restated  Revolving  Credit Loan  Agreement  (Secured),  that  certain Loan
Revision/Extension  Agreement  each,  dated March 2, 1995,  that  certain  First
Amendment to Revolving  Credit Loan Agreement  (Secured) and that certain Second
Amendment to Revolving  Credit Loan Agreement  (Secured)  dated October 13, 1995
(collectively,  the  "Agreement")  and a Master  Revolving Note -Variable Rate -
Maturity Date - Obligatory  Advances  (Business and Commercial Loans Only) dated
October 13, 1995 (the "Note").

         B. The Agreement provides for Bank to provide Borrower with a revolving
loan (the  "Revolving  Loan") in an amount not to exceed Twenty Million  Dollars
($20,000,000),  on the terms set forth more  completely in the Agreement and the
Note.

         C. The Agreement and the Note provide for a maturity date (the 
"Maturity Date") of April 1, 1997.

         D. Borrower has requested and Bank has agreed,  that Bank will increase
the  maximum  amount  of  the  Revolving   Loan  from  Twenty  Million   Dollars
($20,000,000)  to Twenty-Five  Million Dollars  ($25,000,000)  and to extend the
Maturity Date to May 1, 1998.

                                    AGREEMENT

         For good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged, the parties agree as set forth below.

         1.  Incorporation  By  Reference.  The Recitals and the  Agreement  are
incorporated herein by this reference.

         2. Amendment to Section 1.1.  Definition of Commitment Amount.  Section
1.1 is hereby amended as set forth below.

         The definition of "Commitment  Amount"  contained in Section 1.1 of the
Agreement is hereby amended to provide as follows:


                                        1

<PAGE>


         "Commitment   Amount"  shall  mean,  as  of  any  applicable   date  of
         determination, the sum of Twenty-Five Million Dollars ($25,000,000).

         3.  Amendment to Section 2.3.1 of the  Agreement.  Section 2.3.1 of the
Agreement is hereby amended to provide as follows:

         The maximum  aggregate drawn (but  unreimbursed) and undrawn letters of
credit issued pursuant to the Agreement  shall not exceed,  as of any applicable
date of determination, the sum of Twenty-five Million Dollars ($25,000,000).

         4.  Extension of Maturity  Date. The Maturity Date of the Agreement and
the Note shall be and hereby is extended from April 1, 1997 to May 1, 1998.

         5. Execution of New Documents.  Concurrently with the execution of this
Amendment, Borrower shall execute a Loan Revision/Extension Agreement reflecting
that the  principal  amount of the  Agreement and the Note shall be increased to
Twenty-five Million Dollars  ($25,000,000) and the Maturity Date extended to May
1,  1998.  Borrower  shall  also  execute  a revised  Borrower's  Authorization,
Corporate Resolutions and Incumbency Certificate-Authority to Procure Loans.

         6.  Increase  in Loan  Fee.  Concurrently  with the  execution  hereof,
borrower  shall pay Bank an  additional  loan fee of Two  Thousand  Five Hundred
Dollars  ($2,500),  which brings the total  aggregate  annual loan fee to Twelve
Thousand Five Hundred Dollars ($12,500).

         7. Legal  Effect.  Except as  specifically  provided  herein and in the
documents  executed in connection  herewith,  all of the terms and conditions of
the Agreement remain in full force and effect.

         8.  Integration.  This  Amendment  is  an  integrated  agreement.  This
Amendment and the documents executed in connection  herewith supersede all prior
negotiations and agreements regarding the subject matter hereof and thereof. Any
amendments  hereto  shall be in  writing  and  signed by the  parties  hereto or
thereto.

         IN WITNESS  WHEREOF,  the parties have executed this Third Amendment to
Revolving Credit Loan Agreement (Secured) as of the date first set forth above.

COMERCIA BANK-CALIFORNIA                          CIDCO INCORPORATED


By:  /s/Brandford L. Smith                     By:  /s/Scott C. McDonald
     ------------------------                       -------------------------
        Bradford L. Smith                              Scott C. McDonald  
Title:  Assistant Vice President               Title:  Executive Vice President



                                        2

<PAGE>

<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<LEGEND>
(In thousands, except per share data; unaudited)
</LEGEND>
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       JUN-30-1996
<CASH>                                                     169,575
<SECURITIES>                                                41,075
<RECEIVABLES>                                               56,218
<ALLOWANCES>                                                 6,355
<INVENTORY>                                                 13,699
<CURRENT-ASSETS>                                           279,231
<PP&E>                                                      13,807
<DEPRECIATION>                                                   0
<TOTAL-ASSETS>                                             298,961
<CURRENT-LIABILITIES>                                       28,050
<BONDS>                                                          0
                                            0
                                                      0
<COMMON>                                                       143
<OTHER-SE>                                                 120,768
<TOTAL-LIABILITY-AND-EQUITY>                               298,961
<SALES>                                                     60,446
<TOTAL-REVENUES>                                                 0
<CGS>                                                       33,920
<TOTAL-COSTS>                                                    0
<OTHER-EXPENSES>                                            16,475
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                               0
<INCOME-PRETAX>                                             10,608
<INCOME-TAX>                                                (4,243)
<INCOME-CONTINUING>                                              0
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                 6,365
<EPS-PRIMARY>                                                    0.42
<EPS-DILUTED>                                                    0.42
        
 

</TABLE>


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