2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of l934
Date of Report (Date of earliest event reported) July 24, 1996
U.S. Robotics Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-25630 36-3994412
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
8100 North McCormick Boulevard
Skokie, Illinois 60076
(Address of principal executive offices) (Zip Code)
(847) 982-5010
(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events
On July 24, 1996, the Registrant issued a press release announcing its results
of operations for its third quarter, which ended June 30, 1996. The press
release is attached as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(c) Exhibits.
99 Press Release dated July 24, 1996.
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 hereunto duly authorized.
U.S. Robotics Corporation
Date: July 24, 1996 BY: /s/ Mark Remissong
Mark Remissong
Vice President and Chief Financial Officer
FOR IMMEDIATE RELEASE
Contact: Karen J. Novak
(Press Only)
(847) 982-5244
C. David Hall
(Investor Relations Only)
(847) 982-5162
U.S. ROBOTICS CORPORATION REPORTS RECORD THIRD QUARTER SALES AND EARNINGS;
EARNINGS INCREASE 155%; SALES UP 130%
SKOKIE, Illinois -- July 24, 1996 -- U. S. Robotics Corporation
(NASDAQ:USRX) today reported record sales and earnings for its third quarter
ended June 30, 1996. All reported figures for earnings per share and
weighted average shares outstanding reflect the two-for-one stock splits,
both in the form of 100% stock dividends paid in September 1995 and May 1996.
Revenues for the quarter were $546.8 million, an increase of 130% over
$237.3 million for the corresponding quarter of the previous year. Net
earnings for the third quarter of fiscal 1996 increased 155% to $63.3
million from $24.9 million for the third quarter of fiscal 1995.
Earnings per share for the quarter were $.66, based on 96.6 million
weighted average shares outstanding, compared to $.30 on 83.6 million shares for
the third quarter of the prior year.
Revenues for the quarter increased $92.3 million, 20% over the $454.5
million reported for the second quarter ended March 31, 1996. Net
earnings for the third quarter increased 23% to $63.3 million, from the $51.6
million posted for the second quarter of fiscal 1996. Earnings per share
increased $.11 over the previous quarter's $.55 per share on 94.2 million
shares. Revenues for the nine months ended June 30, 1996 were $1,366.1
million, an increase of 129% over $596.0 million for the corresponding
period of the previous year. Net earnings for the first nine months of
fiscal 1996 increased 185% to $156.5 million, from $54.9 million (excluding
non-recurring merger-related costs) for the first nine months of fiscal 1995.
Earnings per share for the nine months were $1.65, based upon 95.0 million
weighted average shares outstanding, compared to $.68 (excluding non-recurring
merger-related costs) on 80.7 million shares for the corresponding period in
fiscal 1995. Including the non-recurring merger costs, the company had net
earnings of $31.7 million, or $.39 per share for the first nine months of
fiscal 1995.
"It was a strong quarter for us," said Casey Cowell, U.S. Robotics
Chairman, President and CEO. "Demand for information access devices
continued to grow. We have increased our market share in several market
segments, both in the United States and abroad. More than ever, customers
see their computers as a way to stay connected, and we are delivering
products that fill that need."
"A portion of the sales for the June quarter were attributable to our efforts
to increase inventories of modem products in our distribution channels,"
added John McCartney, U.S. Robotics Executive Vice President and Chief
Operating Officer. "We did this to assure sufficient availability of our
branded products to meet expected increases in consumer demand and to position
ourselves to make further gains in market share. Although we expect continued
growth and strong demand for our products, revenues in the current quarter
may not increase at the same rate as in recent quarters."
Subsequent to quarter-end, U.S. Robotics announced an agreement to acquire
Tel Aviv-based Scorpio Communications, Ltd. The transaction, which is
expected to close in the current quarter, will entail the issuance of U.S.
Robotics common shares valued at approximately $80 million. The transaction
will be accounted for as a purchase, and is expected to result in a
significant one-time charge primarily related to purchased research and
development costs. The likely amount of this charge has not yet been
determined. Excluding the impact of the one-time charge, U.S. Robotics
does not expect the transaction to have a significant impact on results
for the fourth quarter.
The foregoing statements regarding expected sales growth in the current
quarter and the potential impact of the pending acquisition of Scorpio
Communications, Ltd. on the Company's results of operations are forward-
looking statements and actual results may differ materially. Such statements
involve a number of risks and uncertainties. Among the factors that could
cause actual results to differ materially are the following: changes in
business conditions and growth trends affecting the company's products and
markets, the personal computer and telecommunications industries and the
economy generally; the timing of development, announcement and
introduction of new products and product features by the company and its
competitors, and the market demand for and acceptance of such new products
and product features; continuing availability of key
components and technologies at competitive prices; a variety of
other competitive factors such as price reductions by the company and its
competitors and resulting effects on market shares; changes in consumer
and business purchasing patterns; the company's merger and acquisition
activities, including its success in integrating businesses it has acquired and
the amounts of any nonrecurring charges related to such activities; and other
factors listed from time to time in documents filed by the company with the
Securities and Exchange Commission.
U.S. Robotics is one of the world's leading suppliers of products and
systems that provide access to information. The company designs,
manufactures, markets and supports remote access servers, enterprise
communications systems, desktop/mobile client products and modems and
telephony products that connect computers and other equipment over
analog, digital and switched cellular networks, enabling users to gain
access to, manage and share data, fax and voice information. Its customers
include Internet service providers, regional Bell operating companies, inter-
exchange carriers and a wide range of other large and small businesses,
institutions and individuals.
Editor's note: The area code for the U.S. Robotics calling area has
changed from 708 to 847. Please amend your records.
U.S. Robotics Corporation and Subsidiaries
Condensed Consolidated Balance Sheet
(In thousands)
June 30, October 1,
1996 1995
_______ _________
Cash, cash equivalents and marketable
securities $ 114,157 $ 232,803
Accounts receivable, net 325,513 168,365
Inventories 231,332 103,032
Deferred income taxes 50,413 22,373
Prepaid expenses and other current assets 12,581 7,739
_______ _______
Total current assets 733,996 534,312
Property, plant & equipment - net 238,752 117,156
Other assets 18,211 8,155
_______ _______
Total assets $ 990,959 $ 659,623
======= =======
Current maturities of long-term
obligations $ 12,147 $ 249
Accounts payable 108,973 78,386
Accrued liabilities 142,914 78,171
Income taxes payable 22,599 9,525
_______ _______
Total current liabilities 286,633 166,331
Long-term obligations 53,337 65,651
Deferred income taxes 3,977 3,246
Common stock 878 422
Additional contributed capital 345,979 273,939
Retained earnings 299,020 148,617
_______ _______
645,877 422,978
Cummulative translation adjustment and other 1,135 1,417
_______ _______
Total stockholders' equity 647,012 424,395
_______ _______
Total liabilities and stockholders' equity $ 990,959 $ 659,623
======= =======
U.S. Robotics Corporation and Subsidiaries
Condensed Consolidated Statement of Income
(In thousands, except per share data)
Quarter ended Quarter ended
June 30, July 2,
1996 1995
________________ __________________
$ % of $ % of
Sales Sales
_______ _____ _______ _____
Net Sales 546,785 100.0 237,347 100.0
Cost of goods sold 317,824 58.1 139,051 58.6
_______ _____ _______ _____
Gross profit 228,961 41.9 98,296 41.4
Operating expenses
Sellling and marketing 73,128 13.4 35,996 15.2
General and administrative 25,283 4.6 10,396 4.4
Research and development 28,661 5.2 13,835 5.8
_______ _____ _______ _____
127,072 23.2 60,227 25.4
_______ _____ _______ _____
Operating profit 101,889 18.7 38,069 16.0
Interest income 1,444 0.2 2,208 0.9
Interest expense (659) (.1) (1,481) (0.6)
Other expense (745) (.1) (190) -
_______ _____ _______ _____
Income before income taxes 101,929 18.7 38,606 16.3
Income tax expense 38,631 7.1 13,744 5.8
_______ _____ _______ _____
Net income 63,298 11.6 24,862 10.5
======= ===== ======= =====
Net income per share .66 0.30
======= =======
Number of shares used in
per share calculation 96,613 83,580
======= =======
All share and per share data have been adjusted to reflect the two-for-one
stock splits in the form of 100% stock dividends paid on September 8, 1995
and May 10, 1996.
U.S. Robotics Corporation and Subsidiaries
Condensed Consolidated Statement of Income
(In thousands, except per share data)
Nine months ended Nine months ended
June 30, July 2,
1996 1995
______________ ______________
$ % of $ % of
Sales Sales
_________ _____ _________ _____
Net s 1,366,102 100.0 595,951 100.0
Cost of goods sold 794,208 58.1 350,794 58.9
_______ _____ _______ _____
Gross profit 571,894 41.9 245,157 41.1
Operating expenses
Selling and marketing 178,879 13.1 95,829 16.1
General and administrative 66,949 4.9 28,770 4.8
Research and development 80,492 5.9 35,062 5.9
Non-recurring merger-
related costs - - 29,449 4.9
_______ _____ _______ _____
326,320 23.9 189,110 31.7
_______ _____ _______ _____
Operating profit 245,574 18.0 56,047 9.4
Interest income 7,269 0.5 4,393 0.7
Interest expense (3,332) (0.2) (4,353) (0.7)
Other expense (719) (0.1) (408) (0.1)
______ _____ _______ _____
Income before income taxes 248,792 18.2 55,679 9.3
Income tax expense 92,244 6.7 23,946 4.0
_______ _____ _______ _____
Net income 156,548 11.5 31,733 5.3
======= ===== ======= =====
Net income per share 1.65 .39
======= =======
Number of shares used in
per share calculation 94,997 80,652
======= =======
All share and per share data have been adjusted to reflect the two-for-one
stock splits in the form of 100% stock dividends paid on September 8, 1995 and
May 10, 1996.
