FIBERCORE INC
10-Q, 1999-11-12
GLASS PRODUCTS, MADE OF PURCHASED GLASS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

               For the quarterly period ended: September 30, 1999

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

             For the transition period from___________to__________

                         Commission file number: 0-21823

                                 FIBERCORE, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                           87-0445729
- -------------------------------                           ----------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)


                        253 Worcester Road, P.O. Box 180
                               Charlton, MA 01507
              -----------------------------------------------------
              (Address and Zip Code of principal executive offices)


                                 (508) 248-3900
              ----------------------------------------------------
              (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 of the Registrant's  common stock outstanding as of October
31, 1999 was 37,373,007.


                                       1
<PAGE>

                        FIBERCORE, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                                               Page
                                                                                                                               ----

<S>                                                                                                                             <C>
PART I   FINANCIAL INFORMATION.............................................................................................      3

                  ITEM 1.  FINANCIAL STATEMENTS............................................................................      3

                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                    AT SEPTEMBER 30, 1999 (UNAUDITED) AND DECEMBER 31, 1998................................      3

                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND
                                    1998 (UNAUDITED).......................................................................      4

                                    CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
                                    INCOME (LOSS) FOR THE THREE AND NINE MONTHS ENDED
                                    SEPTEMBER 30, 1999 AND 1998............................................................      5

                                    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
                                    THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                    (UNAUDITED)............................................................................      6

                                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)............................................................................      7

                  ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                           FINANCIAL CONDITION AND RESULTS OF OPERATIONS...................................................      8

                  ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                           MARKET RISK.....................................................................................     11

PART II  OTHER INFORMATION.................................................................................................     12

                  ITEM 1.  LEGAL PROCEEDINGS...............................................................................     12
                  ITEM 2.  CHANGES IN SECURITIES...........................................................................     12
                  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.................................................................     12
                  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............................................     12
                  ITEM 5.  OTHER INFORMATION...............................................................................     12
                  ITEM 6.  EXHIBITS & REPORTS ON FORM 8-K..................................................................     12


SIGNATURES.................................................................................................................     13
</TABLE>


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        FIBERCORE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(Dollars in thousands except share data)                                                             September 30,     December 31,
                                                                                                          1999            1998
                                                                                                     -------------     ------------
                                                                                                      (Unaudited)
<S>                                                                                                  <C>               <C>
                                     ASSETS
Current assets:
         Cash....................................................................................    $       574       $       150
         Accounts receivable - net...............................................................          1,845             1,442
         Notes receivable from joint venture partners............................................          4,949             4,912
         Inventories.............................................................................          3,911             4,480
         Prepaid and other current assets........................................................             30                13
                                                                                                       ---------         ---------
                  Total current assets...........................................................         11,309            10,997
                                                                                                       ---------         ---------

Property and equipment - net.....................................................................          4,456             5,230
                                                                                                       ---------        ----------

Other assets:
         Restricted cash   ......................................................................          2,095             2,310
         Patents - net...........................................................................          4,945             5,375
         Investments in joint ventures...........................................................          1,425             1,425
         Other...................................................................................            506               431
                                                                                                       ---------         ---------
                  Total other assets.............................................................          8,971             9,541
                                                                                                       ---------         ---------
                  Total assets...................................................................     $   24,736         $  25,768
                                                                                                       =========         =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
         Notes payable...........................................................................     $    2,572          $  1,665
         Accounts payable........................................................................          1,522             1,724
         Accrued expenses........................................................................          1,386             1,271
                                                                                                       ---------         ---------
                  Total current liabilities......................................................          5,480             4,660

Long-term liabilities............................................................................         10,134            10,204
                                                                                                       ---------         ---------
                  Total liabilities..............................................................         15,614            14,864
                                                                                                       ---------         ---------
Minority interest ...............................................................................          3,263             3,263
                                                                                                       ---------         ---------
Stockholders' equity:
         Preferred stock, $.001 par value, authorized 10,000,000 shares;  no shares
         issued and outstanding..................................................................            ---               ---

         Common stock, $.001 par value, authorized 100,000,000 shares; issued and out-
         standing: 37,373,007 at September 30, 1999 and 35,936,463 at December 31, 1998..........             37                36
         Paid in capital.........................................................................         23,710            23,337
         Accumulated deficit.....................................................................        (17,155)          (15,192)
         Accumulated other comprehensive income (deficit):
             Accumulated translation adjustment..................................................           (733)             (540)
                  Total stockholders' equity.....................................................          5,859             7,641
                                                                                                       ---------         ---------
                  Total liabilities and stockholders' equity.....................................     $   24,736       $    25,768
                                                                                                      ==========       ===========
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       3
<PAGE>

                        FIBERCORE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

(Dollars in thousands except share data)

<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Nine Months Ended
                                                                             September 30,                      September 30,
                                                                             -------------                      -------------
                                                                          1999            1998               1999           1998
                                                                          ----            ----               ----           ----
<S>                                                                  <C>             <C>               <C>             <C>
Net sales.....................................................       $       2,824   $        2,301    $        7,850  $      5,743
Cost of sales.................................................               2,563            1,949             6,846         4,690
                                                                     -------------   --------------     -------------  ------------

         Gross profit.........................................                 261              352             1,004         1,053

Operating expenses:
  Selling, general and administrative expenses................                 580              885             1,761         2,121
  Research and development....................................                 125              114               414           354
                                                                     -------------   --------------     -------------  ------------

         Loss from operations.................................                (444)            (647)           (1,171)       (1,422)

Interest income...............................................                  --                2                85            59
Interest expense..............................................                (233)            (241)             (681)         (573)
Foreign exchange income (loss) - net..........................                 (30)             195              (348)          131
Other income - net............................................                 118               11               152            60
                                                                     -------------   --------------     -------------  ------------

         Net loss.............................................      $         (589)  $         (680)   $       (1,963) $     (1,745)
                                                                    ==============   ==============    ==============  ============

Basic and diluted loss per share of common stock..............      $        (0.02)  $        (0.02)   $        (0.05) $      (0.05)
                                                                    ==============   ==============    ==============  ============

Weighted average shares outstanding...........................          36,709,964       35,817,785        36,324,061    35,798,803
                                                                    ==============   ==============    ==============  ============
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       4
<PAGE>

                        FIBERCORE, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF
                           COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)



(Dollars in thousands except share data)

<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Nine Months Ended
                                                                             September 30,                      September 30,
                                                                             -------------                      -------------
                                                                          1999            1998               1999           1998
                                                                          ----            ----               ----           ----
<S>                                                                 <C>              <C>               <C>             <C>
Net loss .....................................................      $         (589)  $         (680)   $       (1,963) $     (1,745)

Other comprehensive income (loss):
  Foreign currency translation adjustment.....................                 103              277              (193)         264
                                                                     -------------   --------------     -------------  ------------


Comprehensive loss                                                  $         (486)  $         (403)   $       (2,156) $     (1,481)
                                                                    ==============   ==============    ==============  ============
</TABLE>


















   See accompanying notes to the condensed consolidated financial statements.


                                       5
<PAGE>

                        FIBERCORE, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
(Dollars in thousands except share data)
                                                                                                       Nine Months Ended
                                                                                                         September 30,
                                                                                                         -------------
                                                                                                     1999              1998
                                                                                                     ----              ----
<S>                                                                                               <C>              <C>
Cash flows from operating activities:
  Net loss..............................................................................          $   (1,963)      $   (1,745)

Adjustments to reconcile net loss to net cash used in operating activities:
  Depreciation and amortization.........................................................               1,342            1,189
  Other, principally unrealized foreign exchange losses.................................                 435               23

Changes in assets and liabilities:
  Accounts receivable...................................................................                (572)             211
  Inventories...........................................................................                 159           (1,277)
  Prepaid and other current assets......................................................                 (18)              85
  Accounts payable......................................................................                (150)             (28)
  Accrued expenses......................................................................                 163              147
                                                                                                  -----------      ----------
     Net cash used in operating activities..............................................                (604)          (1,395)
                                                                                                  -----------      ----------

Cash flows from investing activities:
  Purchase of property and equipment....................................................                (965)            (968)
  Reimbursement from government grant...................................................                 511              338
  Other  ...............................................................................                (153)            (196)
                                                                                                  -----------      ----------
     Net cash used in investing activities..............................................                 (607)           (826)
                                                                                                  -----------      ----------

Cash flows from financing activities:
  Proceeds from sale of common stock....................................................                  374              --
  Increase in long-term interest payable................................................                  289             314
  Proceeds (repayment) of debt - net....................................................                  974             281
                                                                                                  -----------      ----------
     Net cash provided by financing activities..........................................                1,637             595
                                                                                                  -----------      ----------

Effect of foreign exchange rate change on cash..........................................                   (2)           (184)
                                                                                                  -----------      ----------

Increase (decrease) in cash.............................................................                  424         ( 1,810)
Cash, beginning of period...............................................................                  150           2,128
                                                                                                  -----------      ----------
Cash, end of period.....................................................................          $       574      $      318
                                                                                                  ===========      ==========
</TABLE>

   See accompanying notes to the condensed consolidated financial statements.


                                       6
<PAGE>

                        FIBERCORE, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Marks in thousands except share data)

1.       BASIS OF PRESENTATION

         The condensed  consolidated  balance sheet as of September 30, 1999 and
the related condensed  statements of operations and comprehensive  income (loss)
for the three and nine month  periods and  statements of cash flows for the nine
month  periods  ended  September  30,  1999 and 1998  included  herein have been
prepared  by the Company in  accordance  with the rules and  regulations  of the
Securities and Exchange  Commission for reports on Form 10-Q.  These  statements
are unaudited.  In the opinion of management,  all  adjustments  necessary for a
fair  presentation  of such  financial  statements  have been  included and such
adjustments consist of normal recurring items.

         The condensed  consolidated financial statements do not contain certain
information included in the Company's annual audited financial statements. These
financial  statements  should be read in  conjunction  with the  annual  audited
financial  statements  and notes  thereto for the  year-ended  December 31, 1998
included in the Company's Report on Form 10-K.

2.       INVENTORIES

         Inventories consist of the following:


<TABLE>
<CAPTION>
                                                           September 30, 1999   December 31, 1998
                                                           ------------------   -----------------

<S>                                                             <C>                  <C>
         Raw material                                           $  1,637             $  1,545
         Work-in-progress                                          1,043                1,161
         Finished goods                                            1,231                1,774
                                                                   -----                -----

                                    Total                       $  3,911             $  4,480
                                                                   =====                =====
</TABLE>

3.       RESTRICTED CASH

         Restricted  cash represents the German Mark (DM) 3,850 deposit with the
Berliner Bank  securing the loan from the Berliner Bank of DM7,700.  The deposit
is reflected in the financial statements in the U.S. Dollar equivalent using the
exchange  rates in effect at the balance sheet date. The decrease of $215 in the
balance  sheet amount from December 31, 1998 to September 30, 1999 is the result
of the  exchange  rate  change.  The change is  accounted  for as an  unrealized
foreign exchange loss in the statement of operations.

4.       ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued SFAS No. 133,  "Accounting for Derivative
Instruments and Hedging Activities", which requires that an entity recognize all
derivatives as either assets or liabilities in the  consolidated  balance sheets
and measure those  instruments at fair value. The accounting for changes in fair
value of a  derivative  depends on the intended  use of the  derivative  and its
resulting  designation.  The Company is evaluating  the effect this new standard
will have on the  Company's  financial  statements.  The  Company is required to
adopt this standard, as amended, by January 1, 2001.


                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998

         Sales for the three and nine month  periods  ended  September  30, 1999
were  $2,824,000 and $7,850,000,  respectively,  compared to sales of $2,301,000
and  $5,743,000  for the same periods in 1998.  This  represents  an increase of
$523,000  or 22.7% for the three  months  and  $2,107,000  or 36.7% for the nine
months  ended  September  30, 1999  compared to the same  periods in 1998.  This
increase was due to increases in volume of approximately  67% shipped to new and
continuing customers.  During the third quarter 1999, the Company began shipping
significant  quantities to new customers outside Western Europe,  principally to
North America.  The increase in sales due to higher volumes was partially offset
by a decrease in average selling prices of approximately 20% in 1999 compared to
1998. Market prices continued to soften during the first nine months of 1999 due
to an over supply of products in the industry, however, the prices have begun to
stabilize as the excess capacity appears to be dissipating.

         Gross  profit was  $261,000  (9.2% of sales) and  $1,004,000  (12.8% of
sales)  for  the  three  and  nine  month  periods  ended  September  30,  1999,
respectively,  compared to $352,000  (15.3% of sales) and  $1,053,000  (18.3% of
sales) for the same periods of 1998. The  percentage  margin for the nine months
of 1999 was lower than the  comparable  period in 1998 due  principally to lower
average  selling prices in 1999 and partially due to an accidental  interruption
in production  in the first quarter of 1999.  The margin in the third quarter of
1999 was further  impacted by higher  costs for delivery of product to customers
outside of Western Europe.  The Company  anticipates that the gross margins will
improve as  production  levels are  increased  and further cost  reductions  and
process improvements are implemented.

         Selling,  general and administrative costs were $580,000 and $1,761,000
for the three and nine month  periods ended  September  30, 1999,  respectively,
compared to costs of $885,000 and $2,121,000 for the same periods in 1998.  This
represents  a decrease of $305,000 or 34.5% and  $360,000 or 17.0% for the three
and nine month periods ended September 30, 1999,  respectively,  compared to the
same periods in 1998.  This decrease is  principally  due to reductions in staff
and lower  professional  fees at the Company's  headquarters  and  reductions in
administrative costs at the Company's ALT subsidiary .

         Research and development costs were $125,000 and $414,000 for the three
and nine month periods ended September 30, 1999, respectively, representing 4.4%
and 5.5% of sales, respectively,  compared to costs of $114,000 and $354,000 for
the same  periods in 1998..  This is an increase  of $11,000  (9.6%) and $60,000
(16.9%)  for the  three  and  nine  month  periods  ended  September  30,  1999,
respectively,  compared to 1998. The increase during the nine months of 1999 was
due to  increased  spending on a new  technology  development  project and other
process  improvements.  The Company intends to continue to increase  spending on
research and development during the remainder of 1999.

         Interest income increased $26,000 or 44.1% during the first nine months
of 1999 compared to the same period in 1998. This increase is due to an increase
in investment income on the security deposit with the Berliner Bank.

         Interest  expense  increased  by  $108,000  (18.8%) for the nine months
ended  September  30,  1999,  compared to the same  period in 1998.  In 1998 the
Company  capitalized  certain  interest  costs on the  expansion  project at the
Company's German subsidiary and therefore interest charged to income in 1998 was
lower than 1999..  The  expansion  project was completed in 1998 and no interest
costs were capitalized in 1999.


                                       8
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

         The Company had foreign exchange losses of $30,000 and $348,000 for the
three and nine month periods ended September 30, 1999, respectively, compared to
a gain of $195,000  in the third  quarter  1998 and a gain of  $131,000  for the
first  nine  months of 1998.  The loss is  principally  due to the impact of the
decline in the value of the  German  mark  versus the U.S.  dollar on the German
mark security deposit at the Berliner Bank.

         Other income  increased  by $92,000  (153%) in the first nine months of
1999  compared  to the first nine  months of 1998.  This  increase  is due to an
increase in research grants and other miscellaneous income items.

LIQUIDITY AND CAPITAL RESOURCES

         Cash used in operations  was $604,000 in the first nine months of 1999,
a  significant  improvement  compared  to  a  cash  outflow  for  operations  of
$1,395,000 in the first nine months of 1998.  This  improvement is primarily due
to the higher volume of sales, reductions of inventory,  and higher depreciation
and other non-cash charges.  More specifically,  this resulted from the loss for
the period of  $1,963,000  offset by  depreciation  and  amortization  and other
non-cash  items of  $1,777,000  and  changes  in other  working  capital  items.
Accounts  receivable  increased  $572,000  as a result of the  increased  sales.
Inventories  decreased by $159,000  due to the higher level of shipments  during
the period,  while accounts  payable were reduced by $150,000.  Accrued expenses
increased by $163,000 principally due to an increase in interest payable.

         The Company  invested  $965,000 in new equipment  during the first nine
months  of  1999  and  received   $511,000  in  German   government  grants  for
investments.  Other  assets  increased  by  $153,000 in the nine months of 1999,
principally  due to  investments  in patents and an  increase in other  deferred
costs.

         Notes  payable  increased  by $974,000 in the first nine months of 1999
due  principally to the increase in amounts drawn on the working  capital credit
lines at the German  subsidiary.  These short term  borrowings  were required to
fund increases in production to achieve the increased sales.

         Long-term  interest  payable  increased  $289,000 during the first nine
months of 1999,  due to the accrual of interest  on the AMP  Incorporated  loans
wherein the interest is payable at maturity of these loans. AMP Incorporated was
recently acquired by Tyco International Ltd.

         The Company  received  $374,000 in proceeds from the issuance of common
stock,  principally from the private sales of shares and from converting certain
current liabilities to common shares at the approximate fair market value of the
shares.

YEAR 2000 COMPLIANCE

         The Year 2000 issue is the result of computer  programs  being  written
using two digits rather than four digits to define the  applicable  year. Any of
the Company's internal use computer programs and hardware,  both  administrative
and technical  ("embedded" systems such as process control computers),  that are
date  sensitive may recognize a date using "00" as the Year 1900 rather than the
Year 2000.  This could  result in a system  failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions  or engage in normal  business  activities for both the
Company and its customers who rely on its products.


                                       9
<PAGE>

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                 CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

         The  Company is  actively  engaged,  and has  substantially  completed,
reviewing,  correcting and testing all of the Year 2000 compliance  issues.  The
Company has modified or replaced  substantially all of its internal use software
and hardware,  where necessary,  and installed  modified  third-party  software,
where necessary,  so that they will function properly, as a system, with respect
to dates in the Year 2000 and thereafter.

         The  Company  presently  believes  that with the  modifications  to its
third-party  software and the  replacement of certain  internal use software and
non-compatible   hardware,  the  Year  2000  issue  will  not  pose  significant
operational problems for the Company or its customers.

         With regard to internal use software and hardware for both  information
technology  and  non-information  technology  systems,  the Company has reviewed
substantially  all such systems.  The Company has determined that a small amount
of older computer  equipment  must be replaced,  but the type and amount are not
significant and will be replaced in the ordinary course as systems are upgraded.
With regard to third-party  software,  it has been determined that some software
is not  compliant  and will need to be  upgraded  as vendors  provide  Year 2000
compliant  versions.  New  administrative   software  at  the  Company's  German
subsidiary was installed in 1998, and, based on communication with the supplier,
this  software  is Year  2000  compliant.  The  administrative  software  at the
Company's  headquarters  was  upgraded in August  1999 and the  supplier of this
software has advised the Company that this upgrade is Year 2000  compliant.  The
Company also utilizes third-party vendors for processing data and payments, e.g.
payroll  services,   shareholder   records,   etc.  The  Company  has  initiated
communications with its vendors to determine the status of their systems. Should
these vendors not be compliant in a timely  manner,  the Company may be required
to process  transactions  manually  or delay  processing  until such time as the
vendors are Year 2000  compliant.  The  Company is in the process of  developing
contingency  plans  to  reduce  the  risks of  vendors'  systems  impacting  the
Company's operations.

         The  Company  does not have  significant  interface  applications  with
customers,  suppliers and others. However, the Company has communicated with all
of its  significant  suppliers  and large  customers to determine  the extent to
which the  Company's  systems  and  operations  are  vulnerable  to those  third
parties'  failure to remediate their own Year 2000 Issue.  The Company's  German
subsidiary  has also  communicated  with all of its critical  suppliers  and has
received  certification  from these  suppliers that their systems will not cause
any  disruption  to the German  subsidiary  as a result of the Year 2000  issue.
There can be no  guarantee  that the  systems  of other  companies  on which the
Company's  systems rely will be timely  converted  and would not have an adverse
effect on the Company's systems.

         At this time,  the Company  believes its most  reasonably  likely worst
case  scenario  is that key  suppliers  could  experience  disruptions  in their
ability to deliver key raw materials  and/or services due to their own Year 2000
issues.  In the event that this scenario does occur, the Company does not expect
that it would have a material adverse affect on the Company's financial position
and results of operations,  as there are  alternative  sources of supply for the
Company's principal materials.

         The Company  will  utilize  both  internal  and  external  resources to
reprogram,  or replace and test its software  products to complete the Year 2000
modifications. The Company has substantially completed the Year 2000 project and
does not anticipate any significant  impact on its operations as a result of the
Year 2000 issue.  The Company  incurred  costs of  approximately  $9,000 through
September 30, 1999 for Year 2000 modifications to its software and hardware.


                                       10
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company is exposed to market risks from changes in foreign currency
exchange rates and interest rates. The Company's principal operating subsidiary,
FiberCore  Jena, is located in Germany and its  functional  currency,  effective
January 1, 1999, is the EURO.

FOREIGN  CURRENCY  RISK.  FiberCore  Jena  may,  from  time  to  time,  purchase
short-term  forward exchange  contracts to hedge payments and/or receipts due in
currencies  other than the EURO.  At September 30, 1999,  FiberCore  Jena had no
outstanding forward exchange contracts.

         At September 30, 1999, the Company had a long-term loan  denominated in
Deutsche  Marks (DM) totaling  DM7,700,000.  The principal of the loan is due at
maturity, September 2006. Interest on the loan is payable quarterly at the fixed
rate of 6.25% per annum. A 10% change in the DM exchange rate to the U.S. dollar
could  increase  or  decrease  the cash  flow  requirements  of the  Company  by
approximately  $26,000  for  each  of  the  years  1999  through  2005,  and  by
approximately $20,000 in 2006.

         Substantially  all  of  the  Company's  sales  are  through  it  German
subsidiary.  Additionally,  at September 30, 1999,  40% and 18% of the Company's
assets are at its German and Malaysian subsidiaries,  respectively. The Company,
therefore,  is  subject  to  foreign  currency  translation  gains or  losses in
reporting its consolidated financial position and results of operations.

INTEREST RATE RISK.  At September 30, 1999,  the Company had short and long term
loans with  interest  rates based on the prime rate and LIBOR which are adjusted
quarterly  based on the  prevailing  market rates.  A 10% change in the interest
rates on these loans would have increased or decreased  interest expense for the
first nine months of 1999 by approximately $48,000.


                                       11
<PAGE>

                           PART II - OTHER INFORMATION


ITEMS 1 - 5
                  None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits
                           Exhibit 27:      Financial Data Schedule

                  (b)      Reports on Form 8-K
                           None


                                       12
<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.





                                         FiberCore, Inc.
                                         ---------------
                                         (Registrant)


Date:  November 12, 1999                 /s/ Mohd Aslami
                                         -----------------------------
                                         Dr. Mohd A. Aslami
                                         Chairman, President and Chief
                                           Executive Officer
                                           (Duly Authorized Officer)





Date:  November 12, 1999                 /s/ Michael J. Beecher
                                         -----------------------------
                                         Michael J. Beecher
                                         Chief Financial Officer and Treasurer
                                           (Principal Financial Officer)


                                       13

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
                  FROM THE UNAUDITED  FINANCIAL  STATEMENTS  FOR THE NINE MONTHS
                  ENDED  SEPTEMBER  30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
                  REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000917770
<NAME>                        FIBERCORE, INC.
<MULTIPLIER>                                     1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                             574
<SECURITIES>                                         0
<RECEIVABLES>                                    6,992
<ALLOWANCES>                                     (198)
<INVENTORY>                                      3,911
<CURRENT-ASSETS>                                11,309
<PP&E>                                           7,341
<DEPRECIATION>                                 (2,885)
<TOTAL-ASSETS>                                  24,736
<CURRENT-LIABILITIES>                            5,480
<BONDS>                                         10,134
                                0
                                          0
<COMMON>                                            37
<OTHER-SE>                                       5,822
<TOTAL-LIABILITY-AND-EQUITY>                    24,736
<SALES>                                          7,850
<TOTAL-REVENUES>                                 8,087
<CGS>                                            6,846
<TOTAL-COSTS>                                    9,021
<OTHER-EXPENSES>                                   348
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 681
<INCOME-PRETAX>                                (1,963)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (1,963)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (1,963)
<EPS-BASIC>                                   (0.05)
<EPS-DILUTED>                                        0


</TABLE>


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