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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 1996
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Commission File Number 1-2982
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ANCOR COMMUNICATIONS, INCORPORATED
----------------------------------
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1569659
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
6130 Blue Circle Drive Minnetonka, Minnesota 55343
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(Address of principal executive offices) (Zip code)
Registrant's Telephone number, including area code (612) 932-4000
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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 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 [ ]
10,275,555
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(Number of shares of common stock of the
registrant outstanding as of November 5, 1996)
Transitional Small Business Issuer format: Yes [ ] No [X]
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Page
ANCOR COMMUNICATIONS, INCORPORATED
FORM 10-QSB
FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
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ITEM 1 - FINANCIAL STATEMENTS
<S> <C>
Balance Sheets as of September 30, 1996 (unaudited)
and December 31, 1995 3
Statements of Operations for the three and nine
month periods ended September 30, 1996
and 1995 (unaudited) 4
Statements of Cash Flows for the nine
month periods ended September 30, 1996
and 1995 (unaudited) 5
Notes to Financial Statements 6
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II - OTHER INFORMATION 9
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</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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ANCOR COMMUNICATIONS, INCORPORATED
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
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ASSETS (Unaudited) (Audited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $616,853 $251,475
Short-term investments 2,994,425 1,300,178
Accounts receivable 4,354,844 1,822,883
Inventories 3,305,434 819,760
Other current assets 363,696 180,848
----------- -----------
Total current assets 11,635,252 4,375,144
Equipment, net of accumulated depreciation 2,063,361 1,140,899
Patents, Prepaid Royalties, and Other Assets,
net of accumulated amortization 275,004 256,982
------------ ------------
TOTAL ASSETS $13,973,617 $5,773,025
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $51,772 $1,540,000
Accounts payable 1,155,341 838,689
Accrued liabilities 259,005 435,264
------------ ------------
Total current liabilities 1,466,118 2,813,953
Long-Term Debt, less current maturities 223,385 199,653
Shareholders' Equity (Note 2)
Preferred stock, par value $.01 per share,
authorized 5,000,000 shares; 279 shares issued,
and outstanding in 1996; and none issued in 1995 $3 ---
Additional paid-in capital, preferred stock $2,588,959 ---
Common stock, par value $.01 per share,
authorized 20,000,000 shares; issued and outstanding
10,229,288 shares in 1996 and 8,273,426 shares in 1995 102,293 82,734
Additional paid-in capital, common stock 24,471,255 14,656,203
Accumulated deficit (14,878,396) (11,979,519)
------------ ------------
Total shareholders' equity 12,284,114 2,759,418
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $13,973,617 $5,773,025
============ ============
See Notes to Financial Statements
</TABLE>
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales $1,861,132 $1,311,217 $5,372,880 $3,036,119
Cost of Sales 929,603 624,417 2,836,383 1,708,736
---------- ---------- ---------- ----------
Gross Profit 931,529 686,800 2,536,497 1,327,383
Operating Expenses
Selling, general and administrative 1,079,145 634,187 2,908,838 1,973,985
Research and development 1,107,367 625,925 2,658,910 1,826,398
---------- ---------- ---------- ----------
Total operating expenses 2,186,512 1,260,112 5,567,748 3,800,383
---------- ---------- ---------- ----------
Operating loss (1,254,983) (573,312) (3,031,251) (2,473,000)
Nonoperating Income (Expense)
Interest expense (97) (38,793) (63,720) (114,798)
Other, net 62,160 7,380 196,094 50,543
---------- ---------- ---------- ----------
Net Loss ($1,192,920) ($604,725) ($2,898,877) ($2,537,255)
========== ========== ========== ==========
Net loss per common share ($0.12) ($0.08) ($0.32) ($0.35)
========== ========== ========== ==========
Weighted average common and
common equivalent shares
outstanding 10,092,441 7,597,182 9,027,092 7,228,066
========== ========== ========== ==========
</TABLE>
See Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
ANCOR COMMUNICATIONS, INCORPORATED
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
--------------------------------
1996 1995
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<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss ($2,898,877) ($2,537,255)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 295,721 200,417
Changes in current assets and liabilities:
Accounts receivable (2,531,961) (358,089)
Notes receivable 0 240,000
Inventories (2,485,674) 32,119
Other current assets (182,848) (33,670)
Accounts payable 316,652 (236,559)
Accrued liabilities (176,260) 14,087
----------- -----------
Net cash used in operating activities (7,663,247) (2,678,950)
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CASH FLOW FROM INVESTING ACTIVITIES:
Purchases of equipment (1,133,709) (280,633)
Short-term investments (1,694,247) 791,437
Purchase of other assets (42,495) (94,519)
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Net cash provided by (used in) investing activities (2,870,451) 416,285
----------- -----------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from borrowings 0 364,000
Loan repayments (1,524,497) (345,822)
Proceeds from preferred stock issuance 9,557,815 0
Proceeds from common stock issuance
and exercise of options 2,865,758 2,253,546
----------- -----------
Net cash provided by financing activities 10,899,076 2,271,724
----------- -----------
Net increase in cash 365,378 9,059
Cash, at beginning of period 251,475 93,148
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Cash, at end of period $616,853 $102,207
=========== ===========
Supplemental Schedule of Noncash Investing and Financing
Activities: Equipment acquired under capital lease $60,000 $0
=========== ===========
</TABLE>
See Notes to Financial Statements
5
<PAGE>
ANCOR COMMUNICATIONS, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
In the opinion of management, the interim financial statements include all
adjustments necessary for a fair presentation of the results of operations for
the interim periods presented. Operating results for the three and nine months
ended September 30, 1996 are not necessarily indicative of the operating results
to be expected for the year ending December 31, 1996.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
condensed or omitted.
NOTE 2 - EQUITY FINANCING
Subsequent to the fiscal year end, the Board of Directors designated 1,100
shares of the Company's authorized preferred stock as Series A Preferred Stock.
This stock has a stated value of $10,000 per share, with an 8 percent per annum
conversion premium. The holders of Series A Preferred Stock are not entitled to
receive dividends.
On March 7, 1996, the Company sold 1,030 shares of Series A Preferred Stock
through a private placement at its stated value of $10,000 per share. Total net
proceeds from this private placement were $9,557,815, after reduction for
commissions and issuance costs of $742,185. Holders of Series A Preferred Stock
are entitled to convert their preferred shares into shares of common stock until
February 23, 1999, at which time each outstanding preferred share will
automatically be converted to common stock. Each share of Series A Preferred
Stock is convertible into common stock based on its stated value of $10,000,
plus an eight percent annualized premium for the period for which the Series A
is held, divided by a conversion price. This conversion price is the lesser of
$6.49 or 85 percent of the average closing bid price of the Company's common
stock for the five trading days preceding the conversion date. To date, 751
preferred shares have been converted into 1,178,559 common shares.
Beginning on May 30, 1996, holders of warrants exercised their rights to acquire
673,728 shares of common stock. Total proceeds to the Company were $2,519,322,
after deducting expenses of issuance, including the cost of registering the
shares pursuant to registration rights held by such warrant holders.
6
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ITEM 2
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MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995.
The following table sets forth, for the periods indicated, certain statements of
operations data as a percentage of net sales.
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended September 30 Ended September 30
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1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Goods Sold 49.9 47.6 52.8 56.3
Gross Profit 50.1 52.4 47.2 43.7
Operating Expenses:
Selling, general & admin. 58.0 48.4 54.1 65.0
Research & development 59.5 47.7 49.5 60.2
Total operating expenses 117.5 96.1 103.6 125.2
Operating loss (67.4) (43.7) (56.4) (81.5)
Other income (expense)
Interest expense 0.0 (3.0) (1.2) (3.8)
Other, net 3.3 0.6 3.6 1.7
----- ----- ----- -----
Net Loss (64.1)% (46.1)% (54.0)% (83.6)%
===== ===== ===== =====
</TABLE>
Net Sales. Net sales for the third quarter were approximately $1,861,000,
an increase of 41.9% from 1995 third quarter sales of approximately $1,311,000.
Net Sales for the nine months ended September 30, 1996, were approximately
$5,373,000, an increase of 77.0% over the same period 1995 sales of
approximately $3,036,000. Record gross shipment levels were achieved in the 1996
third quarter at $2.6 million; however, they were offset by a significant and
unusual credit of approximately $700,000 taken to resolve an international
systems integration problem, which was the result of the customer significantly
modifying their network design during the time between shipment and
installation. The customer will be revisited when the design is defined.
7
<PAGE>
Fibre Channel product sales equaled approximately $1,861,000 in the third
quarter of 1996, the entirety of the third quarter sales and an increase of
$701,000 over the approximately $1,160,000 Fibre Channel sales in the 1995 third
quarter, due to the increased acceptance of Fibre Channel technology and Ancor's
product line, exemplified in the sale to three new customers at over $100,000
each. For the nine months ended September 30, 1996, Fibre Channel sales of
approximately $5,371,000 increased 105.3% or approximately $2,755,000 over the
same period 1995 Fibre Channel sales of approximately $2,616,000. There were no
non-Fibre Channel sales in the 1996 third quarter, compared with 1995 third
quarter non-Fibre Channel sales of approximately $152,000. The non-Fibre Channel
defense communications and manufacturing data collection businesses were ceased
in 1995, and carry over sales, if any, from these discontinued businesses will
not be significant in future quarters.
Gross Profit. Gross profit in the third quarter of 1996 increased to
$931,529, or 50.1% of sales, from $686,800, or 52.4% of sales, in the third
quarter of 1995. Gross profit in nine months ended September 30, 1996, of
$2,536,497, or 47.2% of sales, increased 91.1% from $1,327,383, or 43.7% of
sales, in the same period 1995. These increases were the result of overall
higher sales levels and greater amount of higher margin Fibre Channel switch
sales than 1995 which had a greater proportion of lower margin adapter sales.
The decrease in gross profit as a percentage of sales in the third quarter of
1996 versus third quarter of 1995 was primarily due to the $700,000 return sale
addressed earlier, on which there was a larger number of higher margin switches.
Operating Expense. The Company's operating expenses for the third quarter
of 1996 were approximately $2,187,000, or 117.5% of net sales, compared to
approximately $1,260,000, or 96.1% of net sales, in the third quarter of 1995.
Operating expenses for the nine months ended September 30, 1996, were
approximately $5,568,000, or 103.6% of net sales, compared with approximately
$3,800,000, or 125.2% for the prior year. As the Company executed its increased
focus on the marketing and development of its Fibre Channel products, it
incurred internal expenses relating to a 50% growth in sales, engineering and
management personnel (from 50 workers to 75) and external expenses of
advertising, travel and development of marketing partnerships.
Net Loss. Net loss equaled approximately $1,193,000 in the third quarter of
1996, a 97.2% increase from the net loss of approximately $605,000 in the same
period of the prior year. For the nine months ended September 30, 1996, net loss
increased 14.2% to approximately $2,899,000 from approximately $2,537,000 for
the same period 1995. The increases in net loss were primarily due to increased
operating expenses. Interest expense in the nine months ended September 30,
1996, was lower than 1995 due to lower average borrowing. Interest income in the
nine months ended September 30, 1996, was above 1995 levels due to the higher
level of short-term investments in the 1996 period.
LIQUIDITY AND CAPITAL RESOURCES.
- --------------------------------
The Company's cash, cash equivalents and short-term investments were
approximately $3,611,000 as of September 30, 1996, compared to approximately
$1,552,000 as of December
8
<PAGE>
31, 1995. Cash flow used in operating activities totaled approximately
$7,663,000, primarily due to the operating loss, as well as increases in both
accounts receivable and inventories, which, in turn, were the result of
increased sales and increased stocking in preparation for upcoming sales. Since
Fibre Channel is still a fairly new (though working), standardized technology,
customers are encouraged to invest in Ancor's products by longer payment terms,
thus increasing receivables. Cash flow used in investing activities totaled
approximately $2,870,000 as a result of purchasing short-term investments and,
to a lesser extent, equipment purchases. The short-term investments were
purchased with the proceeds from the issuance of convertible preferred stock and
from the conversion of warrants. During the first nine months of 1996, the
Company completed an off shore private placement of 1,030 shares of convertible
preferred stock with a stated value of $10,000 per share, resulting in net
proceeds to the Company of approximately $9,558,000 after deducting selling
commissions and offering expenses. Additionally, during the nine months ended
September 30, 1996, certain warrant holders elected to convert those warrants to
673,728 shares of common stock, resulting in net proceeds to the Company of
approximately $2,519,000, after deducting expenses of issuance, including the
cost of registering the shares pursuant to registration rights held by such
warrant holders. The proceeds of these equity transactions were used to repay
$1,500,000 of indebtedness to IBM due in June 1996, and will be used to fund
sales and marketing efforts to accelerate penetration of the Company's products
into OEM, system integrator and reseller accounts, to fund research and
development efforts needed to maintain technological leadership and broaden the
Company's product line, and for working capital. Management believes its cash,
cash equivalents and short term investments will meet the needs of the Company
at least through the first half of 1997.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3 Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
9
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a.) Exhibits
4.1/a/ Loan and Warrant Purchase Agreement, dated as of June 24,
1992, between Ancor Communications, Incorporated and
International Business Machines Incorporated.
4.2/a/ Agreement and Amendment to Loan and Warrant Purchase
Agreement, dated March 10, 1994, by and among Ancor
Communications, Incorporated, International Business
Machines Corporation and IBM Credit Corporation.
4.3/b/ Second Amendment to Loan and Warrant Purchase Agreement
dated April 25, 1994, by and among Ancor Communications,
Incorporated, International Business Machines Corporation
and IBM Credit Corporation.
4.4/a/ Shareholders Agreement, dated as of June 24, 1992, among
Ancor Communications, Incorporated, International Business
Machines Incorporated and the shareholders of the Company
named on the signature page thereto.
4.5/c/ Representative's Warrant.
4.6/a/ Form of Warrant issued November 8, 1993.
4.7/f/ Form of Warrant issued April 28, 1995.
4.8/g/ Form of Warrant issued to Ancor Human Resources on August
28, 1995.
4.9/g/ Form of Warrant issued to John G. Kinnard & Company on
October 23, 1995.
4.10/h/ Certificate of Designation of Series A Preferred Stock.
4.11/h/ Form of Warrant issued to Swartz Investments, Inc. on
March 7, 1996.
10.1/a/ Form of Promissory Note, dated June 24, 1992, made by
Ancor Communications, Incorporated in favor of IBM Credit
Corporation in
10
<PAGE>
connection with the Loan and Warrant Purchase Agreement
referenced in Exhibit 4.2 above.
10.2/a/ Ancor Communications, Incorporated 1990 Stock Option Plan.
10.3/a/ Ancor Communications, Incorporated 1994 Long-Term
Incentive and Stock Option Plan.
10.4/a/ Employment Agreement, dated January 1, 1994, between Ancor
Communications, Incorporated and Dale C. Showers.
10.5/a/ Employment Agreement, dated January 1, 1994, between Ancor
Communications, Incorporated and Stephen C. O'Hara.
10.6/a/ Employment Agreement, dated June 30, 1992, between Ancor
Communications, Incorporated and Terry M. Anderson.
10.7/a/ Employment Agreement, dated June 30, 1992, between Ancor
Communications, Incorporated and Robert S. Cornelius.
10.8/a/ Sublease, dated March 29, 1988, by and between Anderson
Cornelius and Unisys Corporation, formerly known as
Burroughs Corporation.
10.9/a/ Sublease, Amendment Agreement, dated March 8, 1989, by and
between Anderson Cornelius and Unisys Corporation,
formerly known as Burroughs Corporation.
10.10/a/ Sublease, Amendment Agreement, dated August 31, 1992, by
and between the Company and Unisys Corporation, formerly
known as Burroughs Corporation.
10.11/a/ Development and License Agreement between the Company and
International Business Machines Corporation dated June 4,
1992, as amended on February 8, 1993, May 10, 1993 and
October 5, 1993 (a request for confidentiality of certain
portions of this agreement has been granted).
10.12/c/ Underwriting Agreement.
10.13/d/ Amendment No. 1 to Employment Agreement dated November 4,
1994 between the Company and Dale C. Showers amending the
Employment
11
<PAGE>
Agreement dated January 1, 1994 between the Company and
Mr. Showers filed as exhibit No 10.4
10.14/e/ Form of Change of Control Agreement dated January 1, 1995
between the Company and each of Lee B. Lewis, Timothy W.
Donaldson and William F. Walker.
10.15/f/ Agency Agreement between the Company and John G. Kinnard
and Company, Incorporated dated April 20, 1995.
10.16/g/ Agency Agreement between the Company and John G. Kinnard &
Company, Inc. dated October 23, 1995.
10.17/g/ Ancor Communications, Inc. 1995 Employee Stock Purchase
Plan.
10.18/g/ Ancor Communications, Inc. Non-Employee Director Stock
Option Plan.
10.19/h/ Form of Subscription Agreement between the Company and
Purchasers of the Company's Series A Preferred Stock
(March 1996).
10.20/h/ Registration Rights Agreement dated March 7, 1996 between
the Company, Swartz Investments, Inc. and Purchasers of
the Company's Series A Preferred Stock.
10.21/h/ Letter Agreement between the Company and Swartz
Investments, Inc. dated February 1996.
10.22/i/ Separation and General Release Agreement between the
Company and William F. Walker.
27.1/j/ Financial Data Schedule.
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/a/ Incorporated by reference to the Company's Registration Statement on form
SB-2 filed March 11, 1994.
/b/ Incorporated by reference to Amendment No. 2 to the Company's
Registration Statement on form SB-2 Filed April 28, 1994.
/c/ Incorporation by reference to the Company's Form 10-QSB filed for the
quarterly period ended March 31, 1994.
12
<PAGE>
/d/ Incorporated by reference to the Company's Form 10-QSB filed for the
quarterly period ended September 30, 1994.
/e/ Incorporated by reference to the Company's Form 10-KSB filed for the
fiscal year ended December 31, 1994.
/f/ Incorporated by reference to the Company's form 10-QSB filed for the
quarterly period ended March 31, 1995.
/g/ Incorporated by reference to the Company's form 10-QSB filed for the
quarterly period ended September 30, 1995.
/h/ Incorporated by reference to the Company's Form 10-KSB filed for the
fiscal year ended December 31, 1995.
/i/ Incorporated by reference to the Company's form 10-QSB filed for the
quarterly period ended March 31, 1996.
/j/ Included herewith.
(b.) Reports on Form 8-K
None.
13
<PAGE>
SIGNATURES
----------
In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANCOR COMMUNICATIONS, INCORPORATED
----------------------------------
Dated: November 14, 1996 By /s/ STEPHEN C. O'HARA
-------------------------
Stephen C. O'Hara
President & Chief Executive
Officer
Dated: November 14, 1996 By /s/ LEE B. LEWIS
-------------------
Lee B. Lewis
Vice President & Chief
Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<EXCHANGE-RATE> 1
<CASH> 616,853
<SECURITIES> 2,994,425
<RECEIVABLES> 4,404,844
<ALLOWANCES> (50,000)
<INVENTORY> 3,305,434
<CURRENT-ASSETS> 11,635,252
<PP&E> 3,697,175
<DEPRECIATION> (1,633,814)
<TOTAL-ASSETS> 13,973,617
<CURRENT-LIABILITIES> 1,466,118
<BONDS> 0
<COMMON> 102,293
0
3
<OTHER-SE> 12,181,818
<TOTAL-LIABILITY-AND-EQUITY> 13,973,617
<SALES> 1,861,132
<TOTAL-REVENUES> 1,861,132
<CGS> 929,603
<TOTAL-COSTS> 929,603
<OTHER-EXPENSES> 2,186,512
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 97
<INCOME-PRETAX> (1,192,920)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,192,920)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,192,920)
<EPS-PRIMARY> (0.118)
<EPS-DILUTED> (0.118)
</TABLE>
