<PAGE> 1
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 fiscal quarter ended: March 31, 1997 or
- ---- Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to ________________
Commission file number: 0-25012
CENSTOR CORP.
(Exact name of registrant as specified in its charter)
California 94-2775712
--------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2105 Hamilton Ave., #270
San Jose, California 95125
- ----------------------------------------- -----------
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (408) 298-8400
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT MARCH 31, 1997
<S> <C>
Common Stock - no par value 9,303,344
</TABLE>
-1-
<PAGE> 2
CENSTOR CORP.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements:
Condensed Consolidated Balance Sheets
June 30, 1996 and March 31, 1997 (unaudited) 3
Condensed Consolidated Statements of Operations (unaudited)
three and nine months ended March 31, 1996 and 1997 4
Condensed Consolidated Statements of Cash Flows (unaudited)
nine months ended March 31, 1996 and 1997 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 12
</TABLE>
-2-
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CENSTOR CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
ASSETS 1996 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 199,998 $ 138,085
Receivables 14,336 1,751,843
Prepaid expenses and other current assets 111,135 38,221
Property and equipment held for sale 911,055 --
------------- -------------
Total current assets 1,236,524 1,928,149
Property and equipment, net 11,823 7,656
Restricted cash 94,450 --
Deposits and other assets 138,970 4,250
------------- -------------
Total assets $ 1,481,767 $ 1,940,055
============= =============
LIABILITIES AND NET CAPITAL DEFICIENCY
Current liabilities:
Notes payable $ 6,450,000 $ --
Accounts payable 974,889 315,169
Notes payable to related parties 1,000,000 453,325
Accrued payroll and related expenses 232,278 88,026
Deferred revenue -- 2,333,333
Other current liabilities 378,257 110,580
Obligations under capital leases 607,843 --
------------- -------------
Total current liabilities 9,643,267 3,300,433
Long-term obligations:
Deferred revenue -- 5,666,668
Subordinated debentures 14,488,311 --
Restructured debt obligation -- 12,679,377
Net capital deficiency:
Preferred stock 32,509,031 32,509,031
Common stock 50,508,593 50,508,593
Warrants to purchase shares of preferred stock 253,050 253,050
Capital surplus 2,263,708 2,263,708
Accumulated deficit (107,906,450) (104,963,062)
------------- -------------
(22,372,068) (19,428,680)
Notes receivable from shareholders (277,743) (277,743)
------------- -------------
Net capital deficiency (22,649,811) (19,706,423)
------------- -------------
Total liabilities and net capital deficiency $ 1,481,767 $ 1,940,055
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
CENSTOR CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------- -----------------------------
1996 1997 1996 1997
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues - license fees $ 735,934 $1,083,333 $ 3,202,706 $ 3,004,999
Costs and expenses:
Research and development 1,538,233 -- 7,399,095 --
Selling, general, and administrative 657,746 453,864 1,754,855 1,471,106
----------- ---------- ----------- -----------
Total expenses 2,195,979 453,864 9,153,950 1,471,106
----------- ---------- ----------- -----------
Operating income (loss) (1,460,045) 629,469 (5,951,244) 1,533,893
Interest and other expenses, net 327,966 11,429 693,701 (1,477,828)
Minority interest in loss of subsidiary -- -- (194,642) --
----------- ---------- ----------- -----------
Income (loss) before income taxes (1,788,011) 618,040 (6,450,303) 3,011,721
Income tax expense 73,333 18,333 319,450 68,333
----------- ---------- ----------- -----------
Net income (loss) ($1,861,344) $ 599,707 ($6,769,753) $ 2,943,388
=========== ========== =========== ===========
Net income (loss) per share ($0.20) $0.02 ($0.73) $0.12
=========== ========== =========== ===========
Weighted average number of shares
used in computing per share amounts
(in thousands) 9,302 24,291 9,301 24,291
=========== ========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
CENSTOR CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
-----------------------------
1996 1997
----------- -----------
<S> <C> <C>
Operating activities:
Net income (loss) ($6,769,753) $ 2,943,388
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization 1,093,030 16,655
Gain on sale of fixed assets (145,908) --
Gain on transfer of research and development operation -- (1,596,706)
Interest on subordinated debentures 611,092 191,066
Loss applicable to minority interest (194,642) --
Changes in assets and liabilities:
Receivables 18,499 (1,737,507)
Prepaid expenses and other current assets 205,190 72,914
Accounts payable 302,446 (659,720)
Accrued payroll and related expenses (343,001) (144,252)
Deferred revenue (2,062,498) 5,000,001
Other current liabilities 232,707 (267,677)
----------- -----------
(283,086) 874,774
----------- -----------
Net cash provided by (used in) operating activities (7,052,838) 3,818,162
Investing activities:
Additions to property and equipment (191,668) --
Deposits and other assets -- 122,220
Proceeds from sale of fixed assets and transfer of
assembled workforce 550,050 1,025,000
----------- -----------
Net cash provided by investing activities 358,382 1,147,220
----------- -----------
Financing activities:
Proceeds from issuance of short-term debt 5,900,000 350,000
Principal payments of short- and -- (5,447,920)
long-term debt
Principal payments under capital leases (1,064,232) (23,825)
Release of certificate of deposit in connection -- 94,450
with leases
Sale of preferred stock of subsidiary 540,000 --
Sale of common stock 500 --
----------- -----------
Net cash provided by (used in) financing activities 5,376,268 (5,027,295)
----------- -----------
Net decrease in cash and cash equivalents (1,318,188) (61,913)
Cash and cash equivalents at beginning of period 1,368,891 199,998
----------- -----------
Cash and cash equivalents at end of period $ 50,703 $ 138,085
=========== ===========
Supplemental disclosure of noncash financing activities:
Equipment purchased under capital leases $ 24,851 $ --
Conversion of note payable to license -- $ 3,000,000
Assignment of leases in connection with sale of assets -- $ 584,018
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE> 6
CENSTOR CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
MARCH 31, 1997
NOTE 1 -- BASIS OF PRESENTATION:
The accompanying unaudited condensed consolidated financial statements
have been prepared by Censtor Corp. ("Censtor" or the "Company") in accordance
with generally accepted accounting principles for interim financial information,
and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for annual consolidated financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine months ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the full year
ended June 30, 1997. The financial information presented herein should be read
in conjunction with the Company's audited consolidated financial statements and
notes thereto for the year ended June 30, 1996 included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission (as
amended).
NOTE 2 -- NET INCOME (LOSS) PER SHARE:
Net income per share is computed based upon the weighted average number
of shares outstanding of the Company's common stock and convertible preferred
stock on an if-converted basis, and dilutive common stock equivalents from the
exercise of stock options and warrants (using the treasury stock method). Common
stock equivalents from stock options and warrants are excluded from the
computation if their effect is antidilutive. The Company's common stock
equivalent shares were antidilutive for the three and nine month periods ended
March 31, 1997 and accordingly, were not included in the weighted average number
of shares.
Net loss per share is computed based on the weighted average number of
shares of the Company's common stock. The Company's common stock equivalent
shares from convertible preferred stock and from stock options and warrants were
antidilutive for the three and nine month periods ended March 31, 1996 and,
accordingly, were not included in the weighted average number of shares.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute income per share and to restate all prior
periods. Under the new requirements for calculating primary income per share,
the dilutive effect of convertible preferred stock will be excluded. The impact
is expected to result in an increase in primary income per share for the three
and nine month periods ended March 31, 1997 of $0.04 and $0.20 per share,
respectively. The Company's common stock equivalent shares for the three and
nine months ended March 31, 1996 were antidilutive and accordingly, there is
expected to be no impact on primary income per share. The Company has not yet
determined what the impact of Statement 128 will be on the calculation of fully
diluted earnings per share.
NOTE 3 -- INCOME TAXES:
The Company has recorded an income tax expense of $18,000 for the
quarter ended March 31, 1997, resulting in a total income tax provision of
$68,000 for the nine months ended March 31, 1997 for certain alternative minimum
taxes which may be due. In the three and nine months ended March 31, 1996, the
Company recorded tax provisions of $73,000 and $319,000, respectively, relating
to the 10% Japanese withholding tax on the sale of licenses.
-6-
<PAGE> 7
NOTE 4 -- THE READ-RITE TRANSACTION:
On March 29, 1996, the Company entered into an agreement (the
"Agreement") with Read-Rite Corporation ("Read-Rite"), a large manufacturer of
components for disk drives, that provided for the transfer to Read-Rite of the
Company's research and development operations, including the hiring of 84 of its
employees, and the sale of certain of the Company's physical assets and rights
and obligations under contracts related thereto (the "Read-Rite Transaction").
The Agreement was approved by Censtor's shareholders on July 11, 1996 and the
Read-Rite Transaction closed on July 18, 1996 (the "Closing").
Additionally, on the Closing of the Read-Rite Transaction, the Company
granted a non-exclusive irrevocable world-wide license to Read-Rite covering the
Company's intellectual property, including the Company's rights in patents,
technology and software.
Gross proceeds to the Company in connection with the Read-Rite
Transaction are approximately $9.0 million subject to certain adjustments under
the agreement, $6.5 million of which was received on the Closing, $250,000 of
which was received in November 1996, $250,000 of which was received in January
1997, $250,000 of which was received in March 1997, and the balance of $1.8
million received on April 17, 1997. The gross proceeds were reduced by
approximately $1.9 million, related to partial repayment of the outstanding
balance on certain notes payable to Read-Rite. The remaining balance on the
notes payable of approximately $900,000 was forgiven (see Note 6).
Of the total proceeds, $8.0 million was in consideration for the grant
of the license and $1.0 million for the sale of assets and transfer of the
assembled workforce. The Company recognized a gain of approximately $700,000 in
connection with the sale of assets and the transfer of the assembled workforce.
Of the net proceeds received at the Closing of the Read-Rite
Transaction, the Company used approximately $3.6 million to pay down obligations
that were due as of the Closing, including a $2.0 million payment to partially
repay outstanding accrued interest on certain subordinated debentures (see Note
7), $1.0 million to repay the Company's line of credit, and $598,000, including
accrued interest, to partially repay certain convertible promissory notes (see
Note 6) from investors. The remainder of the proceeds will be used for general
working capital purposes with respect to the Company's ongoing licensing
operations.
The Company has granted to Read-Rite a security interest in its
intellectual property to secure certain obligations and warranties with respect
to the intellectual property for a period of six years following the effective
date of the Agreement. After the third year following the effective date of the
Agreement, Censtor may terminate the security interest by depositing $4.0
million in an escrow account. Such amount is reduced by $1.0 million in each of
the two succeeding years, and the escrow terminates the following year.
Accordingly, the Company is recognizing $4.0 million of such license fee ratably
over the first three years following the Closing of the Read-Rite Transaction,
which approximates the time period during which the Company expects to be
incurring costs to maintain its patents in support of the Company's license
agreement with Read-Rite. Subsequently, amounts will be recognized as the escrow
fund described above is reduced.
NOTE 5 -- LICENSE ARRANGEMENTS:
In August 1996, a promissory note issued to a potential licensee by a
subsidiary of the Company was assigned to Censtor and converted to a world-wide,
non-exclusive license.
NOTE 6 -- BRIDGE LOANS:
In January 1996, several of the existing investors of Censtor loaned the
Company $1.0 million in exchange for promissory notes convertible into shares of
the next security issued by the Company. The Company repaid approximately
$598,000, including accrued interest of $51,000 out of the proceeds from the
Closing of the Read-Rite
-7-
<PAGE> 8
Transaction, and the due date of the balance of such notes was extended until
nine months after the Closing. The Company repaid the remaining principal of
$453,000 and accrued interest of $37,000 on April 18, 1997.
Between February and July 1996, the Company obtained bridge loans
totaling $2.8 million from Read-Rite as part of negotiations in connection with
the Read-Rite Transaction. These bridge loans were used to pay the operating
expenses of the Company until the Closing. Accordingly, on the Closing, the
Company received a net amount of $4.6 million from Read-Rite out of the $6.5
million first installment payable by Read-Rite in connection with the Read-Rite
Transaction.
NOTE 7 -- SUBORDINATED DEBENTURES:
On February 22, 1996, certain subordinated debentures issued by the
Company were modified such that the Company was obligated to pay $2.0 million
against the outstanding accrued interest on such debentures by July 31, 1996.
This amount was paid upon the Closing of the Read-Rite Transaction. Furthermore,
the debenture holder agreed, if certain financial conditions were not met, to
forgive the remaining outstanding principal and accrued interest on September
30, 1996 in return for 5% of any royalties Censtor receives from its present and
future licenses through the year 2001. The Company did not meet the financial
conditions and consequently, the outstanding interest and principal of $12.7
million was forgiven. The future cash payments related to the royalty payments
now owed to such former debenture holder are currently indeterminate and may
exceed the carrying value of the debentures prior to the debt being forgiven.
Therefore, the Company has deferred recognition of any gain as a result of the
debt being forgiven until such time as the future cash payments become
estimable.
NOTE 8 -- STOCK OPTION REPRICING:
On October 3, 1996, the Company adjusted the exercise price of certain
stock options granted to employees and consultants of the Company to purchase an
aggregate of 1,473,408 shares of the Company's common stock to $0.046 per share,
the fair market value on such date as determined by the Company's Board of
Directors and an independent consultant.
-8-
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following contains projections or other forward-looking statements
regarding future events or the future financial performance of Censtor Corp.
("Censtor" or the "Company"), including statements related to Censtor's 1997
operating plans, sale of licenses by the Company and future Censtor operating
expenses and cash flows. Actual events or results may differ materially as a
result of risks and uncertainties, including those set forth in documents the
Company files from time to time with the Securities and Exchange Commission,
including the Company's last filed Form 10-K and Form 10-Q, each as amended.
In the following discussion and analysis, forward-looking statements
are made in the Overview, Liquidity and Capital Resources, and Results of
Operations sections.
OVERVIEW
The Company was formed in 1981 to develop perpendicular recording
technology and to manufacture head and disk components for disk drives. The
Company subsequently shifted the focus of its development efforts from
perpendicular to longitudinal contact recording technology. To date, the
Company's principal source of revenue has been license fees from disk drive
manufacturers. While the Company's license agreements typically provide for
on-going royalty payments by licensees based upon sales of products
incorporating the Company's technology, to date none of the Company's licensees
has commercialized products using the Company's technology and the Company has
received no recurring royalty revenue. Until the first quarter of fiscal 1997,
the Company had not been profitable in any fiscal period since inception, and as
of March 31, 1997 Censtor had an accumulated deficit of $105.0 million. There
can be no assurance that the Company will be able to sustain its recent
profitability or achieve or sustain significant revenues or profitability in the
future.
On March 29, 1996, the Company entered into an agreement with Read-Rite
Corporation ("Read-Rite"), a large manufacturer of components for disk drives,
that provided for the transfer to Read-Rite of the Company's research and
development operations, including the hiring of 84 of its employees, and the
sale to Read-Rite of certain of the Company's physical assets and rights and
obligations under contracts related thereto (the "Read-Rite Transaction"). The
agreement was approved by Censtor's shareholders on July 11, 1996 and the
Read-Rite Transaction closed on July 18, 1996 (the "Closing").
Censtor's operating plans for calendar year 1997 focus on the perfection
of the Company's patent protection and other proprietary rights and the possible
exploitation of such rights through licenses or other strategic transactions
with disk drive manufacturers and other related companies. The Company expects
to finance these operations with existing cash resources including $1.8 million
received from Read-Rite subsequent to the end of the quarter in connection with
the Read-Rite Transaction and possibly through sales of additional licenses. The
Company will not be able to sustain its operations beyond calendar year 1997
without the sale of such additional licenses or other cash-generating activity.
LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has financed its operations primarily
through private placements of its equity and debt securities and, to a lesser
extent, through licensing and research and development agreements.
During the nine months ended March 31, 1997, the Company used net cash
from financing activities of $5.0 million, primarily to repay $5.4 million of
debt. In comparison, in the nine months ended March 31, 1996, Censtor generated
net cash from financing activities of $5.4 million, primarily through the
receipt of $5.9 million on various notes payable and the sale of stock in a
subsidiary of the Company for $540,000, offset by payments of $1.1 million on
capital leases. During the nine months ended March 31, 1997, the Company
generated cash in its operations of $3.8
-9-
<PAGE> 10
million primarily from the receipt of $5.8 million of the license fee from
Read-Rite, a significant portion of which was recorded as deferred revenue,
offset by operating expenses and changes in operating net assets. The Company
used cash of $7.1 million in operations in the nine months ended March 31, 1996.
The Company generated cash from investing activities of $1.1 million for the
nine months ended March 31, 1997 primarily from the Read-Rite Transaction and
generated $358,000 for the nine months ended March 31, 1996 primarily from the
sale of fixed assets.
As of March 31, 1997, the Company had negative working capital of
approximately $1.4 million. The Company expects to maintain its expense rate at
approximately its current level for the foreseeable future as, in the Read-Rite
Transaction, Read-Rite acquired the majority of Censtor's tangible assets and
related lease liabilities and hired all but five of Censtor's employees
effective February 5, 1996, reducing Censtor's quarterly spending to its current
level.
On February 22, 1996, certain subordinated debentures issued by the
Company were modified such that the Company was obligated to pay $2.0 million
against the outstanding accrued interest on such debentures by July 31, 1996.
This amount was paid upon the Closing of the Read-Rite Transaction. Furthermore,
the debenture holder agreed, if certain financial conditions were not met, to
forgive the remaining outstanding principal and accrued interest on such
debentures on September 30, 1996 in return for 5% of any royalties Censtor
receives from its present and future licenses through the year 2001. The Company
did not meet the financial conditions and consequently the outstanding interest
and principal of $12.7 million was forgiven. The future cash payments related to
royalty payments now owed to such former debenture holder are currently
indeterminate and may exceed the carrying value of the debentures prior to the
debt being forgiven. Therefore, the Company has deferred recognition of any gain
as a result of the debt being forgiven until such time as the future cash
payments become estimable.
The Company's ability to fund its cash requirements beyond calendar year
1997 depends largely upon its ability to obtain new licensees, but there can be
no assurance that the Company can enter into a new license agreement in calendar
year 1997 or at any subsequent time. Any such failure would have a material
adverse effect on the Company's business, financial condition and results of
operations and would likely result in the Company's cash reserves being
inadequate to fund the Company's operations.
RESULTS OF OPERATIONS
Revenues
The Company's major revenue source has been fees from the sale of
license agreements with disk drive manufacturers. License fees are generally
recognized over the estimated period in which the Company expects to provide
support in connection with the license. All deferred revenue pertaining to
existing licenses sold to disk drive manufacturers was recognized as revenue in
fiscal 1996 since the Company can no longer provide technical support to its
licensees as a result of the Read-Rite Transaction.
Accordingly, revenues for both the quarter and the nine months ended
March 31, 1997, $1.1 million and $3.0 million, respectively, relate to the
recognition of deferred revenues associated with certain licenses to Read-Rite
and to Western Digital Corp. ("WD") entered into during the first quarter of
fiscal 1997. The Company is recognizing $4.0 million of the Read-Rite license
fee ratably over the first three years following the Closing of the Read-Rite
Transaction, which approximates the time period during which the Company expects
to be incurring costs to maintain its patents in support of its license
agreement with Read-Rite. Subsequently, the remaining $4.0 million will be
recognized over three years in line with the reduction of the amount the Company
may deposit in an escrow account to terminate a security interest granted in
connection with the Read-Rite Transaction. The Company is recognizing the WD
license fee over 12 months as the Company is contractually obligated to
maintain, until July 31, 1997, a patent prosecution effort sufficient to
maximize the value of Censtor's patent portfolio. The $736,000 and $3.2 million
in recognized revenue for the quarter and nine months ended March 31, 1996
respectively, were derived primarily from a license agreement with Hitachi, Ltd.
which was entered into in December 1994 and a license with NEC Corporation that
was entered into in August 1995.
-10-
<PAGE> 11
Research and Development
The Company incurred no research and development expenditures for the
quarter or nine months ended March 31, 1997, due to Read-Rite's hiring of all
the Company's engineering personnel on February 5, 1996 and subsequent
acquisition of the Company's research and development operations. In the future,
as a result of the Read-Rite Transaction, the Company expects no material
research and development expense. Research and development expense for the three
and nine months periods ending March 31, 1996 were $1.5 million and $7.4 million
respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased from $658,000 for
the quarter and $1.8 million for the nine months ended March 31, 1996 to
$429,000 in the quarter and $1.5 million in the nine months ended March 31,
1997. This decrease was largely the result of lower headcount and reduced
expenses associated with Company's smaller scope of operations following the
Read-Rite Transaction.
Interest and Other Expenses, Net
Interest and other expense, net for the quarter ended March 31, 1997 was
$11,000 as compared to $328,000 for the quarter ended March 31, 1996. This
decrease was caused by the Company's substantial reduction of indebtedness in
connection with and following the Read-Rite Transaction. Interest and other
expense, net, for the nine months ended March 31, 1997 includes a gain of $1.6
million relating to the Read-Rite Transaction, of which $899,000 relates to the
forgiveness of certain promissory notes and $698,000 relates to the gain on sale
of fixed assets and the transfer of the Company's workforce, and the recognition
of a deferred gain of $250,000 related to the sale of fixed assets not connected
with the Read-Rite Transaction. Interest and other expense net for the nine
months ended March 31, 1996 was $694,000, which includes a gain on the sale of
equipment of $146,000, and interest expense associated with the Company's
capital equipment leases and subordinated debentures.
Income Taxes
The Company has recorded an income tax expense of $18,000 for the
quarter ended March 31, 1997, resulting in a total income tax provision of
$68,000 for the nine months ended March 31, 1997, for certain alternative
minimum taxes which may be due. In the quarter and nine months ended March 31,
1996, the Company recorded tax provisions of $73,000 and $319,000, respectively,
relating to the 10% Japanese withholding tax on the sale of certain licenses in
December 1994 and August 1995.
-11-
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
EXHIBIT 27.1 Financial Data Schedule
(b) Reports on Form 8-K.
No report on Form 8-K were filed by the Company during the
quarter ended March 31, 1997.
-12-
<PAGE> 13
SIGNATURE
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.
CENSTOR CORP.
Registrant
BY: /s/ Russell M. Krapf
----------------------------------
Russell M. Krapf
President
Chief Executive Officer
Dated: May 8, 1997
-13-
<PAGE> 14
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from (a)
financial statements for the nine months ended March 31, 1997 and is qualified
in its entirety by reference to such (b) quarterly report on Form 10-Q.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> MAR-31-1997
<EXCHANGE-RATE> 1
<CASH> 138,085
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,928,149
<PP&E> 45,703
<DEPRECIATION> (38,047)
<TOTAL-ASSETS> 1,940,055
<CURRENT-LIABILITIES> 3,300,433
<BONDS> 0
0
32,509,031
<COMMON> 50,508,593
<OTHER-SE> (102,724,047)
<TOTAL-LIABILITY-AND-EQUITY> 1,940,055
<SALES> 0
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<CGS> 0
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<OTHER-EXPENSES> 1,471,106
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<INTEREST-EXPENSE> 272,682
<INCOME-PRETAX> 3,011,721
<INCOME-TAX> 68,333
<INCOME-CONTINUING> 2,943,388
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,943,388
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.12
</TABLE>
