SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
For the quarterly period ended APRIL 30,OCTOBER 31, 1997 or
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[_] Transition report pursuant to Section 13 or 15(d) of the Securities
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Exchange Act of 1934
For the transition period from ___________ to ------------ --------------____________
Commission File Number 0-14677
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DSP TECHNOLOGY INC.
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(Exact name of registrant as specified in its charter)
CALIFORNIADELAWARE 94-2832651
- ------------------------------- ---------------------------------------- ---------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
48500 KATO RD., FREMONT, CA 94538
- ------------------------------- -------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(510) 657-7555
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(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
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES NO
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate number of shares outstanding of each of the issuer's classes of common
stock, at the latest practical date:
CLASS OUTSTANDING AS OF JUNE 6,DECEMBER 12, 1997
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Common Stock 2,187,361-----------------------------------
COMMON STOCK 2,241,161
1
DSP TECHNOLOGY INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets -
April 30, 1997 and January 31, 1997 3
Consolidated Statements of Income -
Three months ended April 30, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Three months ended April 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 8
DSP TECHNOLOGY INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets -
October 31, 1997 and January 31, 1997 3
Consolidated Statements of Income -
Three months and nine months ended October 31, 1997 and 1996 4
Consolidated Statements of Cash Flows -
Nine months ended October 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K. 9
Signatures 9
2
DSP TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
April 30, January 31,
1997 1997
----------- -----------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $ 1,553 $1,323
Accounts receivable 4,756 4,784
Inventories 2,449 2,015
Deferred income taxes 154 154
Prepaid expenses 214 304
------- -------
Total current assets 9,126 8,580
Property and equipment 1,495 1,540
Cost in excess of net assets of acquired
business 352 362
Other assets 1,399 1,317
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$12,372
DSP TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
October 31, January 31,
1997 1997
------------ -----------
ASSETS (Unaudited)
Current assets:
Cash and certificates of deposit $ 1,579 $ 1,323
Accounts receivable 8,384 4,784
Inventories 2,734 2,015
Deferred income taxes 154 154
Prepaid expenses 310 304
------- -------
Total current assets 13,161 8,580
Property and equipment 1,359 1,540
Cost in excess of net assets of acquired
business 307 362
Other assets 1,314 1,317
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$16,141 $11,799
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 400 $ 799
Accrued liabilities 4,719 1,849
Income taxes payable 762 206
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Total current liabilities 5,881 2,854
Deferred income taxes 258 258
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock. Authorized 2,500,000 shares;
one issued -- --
Common stock. 25,000,000 shares authorized;
shares issued and outstanding: 2,240,261 at
October 31 and 2,179,962 at January 31 3,237 2,988
Retained earnings 6,765 5,699
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Total shareholders' equity 10,002 8,687
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$16,141 $11,799
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 680 $ 799
Accrued liabilities 2,631 1,849
Income taxes payable 76 206
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Total current liabilities 3,387 2,854
Deferred income taxes 258 258
Commitments and contingencies -- --
Shareholders' equity:
Preferred stock. Authorized 2,500,000 shares;
none issued -- --
Common stock. 25,000,000 shares authorized;
shares issued and outstanding: 2,180,962 at
April 30 and 2,179,962 at January 31 2,990 2,988
Retained earnings 5,737 5,699
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$12,372 $11,799
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The accompanying notes are an integral part of these financial statements.
3
DSP TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three months ended
April 30,
------------------
1997 1996
------ ------
Net sales $4,467 $3,775
Cost of sales 2,167 1,538
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Gross profit 2,300 2,237
Operating expenses:
Research and development 578 496
Marketing, general and administrative 1,705 1,475
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2,283 1,971
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Operating income 17 266
Interest income 40 42
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Income before income taxes 57 308
Income taxes 22 107
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Net income $ 35 $ 201
====== ======
Net income per common and common
equivalent share $ .02 $ .09
====== ======
Weighted average common and common
equivalent shares outstanding 2,305 2,313
DSP TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
Three months ended Nine months ended
October 31, October 31,
------------------- -----------------
1997 1996 1997 1996
------ ------ ------- -------
Net sales $5,892 $4,572 $15,804 $12,758
Cost of sales 2,640 1,868 7,377 5,306
------ ------ ------- -------
Gross profit 3,252 2,704 8,427 7,452
Operating expenses:
Research and development 718 564 1,826 1,633
Marketing, general and administrative 1,719 1,737 5,029 4,859
------ ------ ------- -------
2,437 2,301 6,855 6,492
------ ------ ------- -------
Operating income 815 403 1,572 960
Interest income 47 13 156 95
------ ------ ------- -------
Income before income taxes 862 416 1,728 1,055
Income taxes 345 140 691 351
------ ------ ------- -------
Net income $ 517 $ 276 $ 1,037 $ 704
====== ====== ======= =======
Net income per common and common
equivalent share $ .22 $ .12 $ .45 $ .31
====== ====== ======= =======
Weighted average common and common
equivalent shares outstanding 2,350 2,290 2,323 2,305
====== ====== ======= =======
The accompanying notes are an integral part of these financial statements.
4
DSP TECHNOLOGY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands)
ThreeNine months ended
April 30,
---------------------October 31,
---------------------------
1997 1996
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(Unaudited)
Cash flows from operating activities:
Net income $ 351,037 $ 201704
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 240 183804 610
Changes in current assets and liabilities:
Accounts receivable 28 (154)(3,600) (1,058)
Inventories (434) 69(719) (237)
Prepaid expenses and other 90 (28)(6) (62)
Accounts payables (119) (27)(399) (38)
Accrued liabilities 782 (108)2,870 (489)
Income taxes payable (130) (79)
------ ------556 (272)
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Net cash provided by (used in) operating activities 492 57
------ ------543 136
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Cash flows from investing activities:
Purchases of property and equipment (110) (295)
Redemption of certificates of deposit, net -- 100(268) (806)
Investment in software development (170) (175)(320) (405)
Other 16 (75)
------ ------52 (109)
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Net cash provided by (used in) investing activities (264) (445)
------ ------(536) (1,320)
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Cash flows from financing activities:
Proceeds from issuance of common stock 2 6249 67
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Net cash provided by financing activities 249 67
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Increase (decrease) in cash 230 (382)
------ ------256 (1,117)
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Cash at beginning of period 1,323 1,816
------ ------2,015
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Cash at end of period $1,553 $1,434
====== ======$ 1,579 $ 898
======= =======
Supplemental disclosure of cash flow information:
Cash paid during period for income taxes $ 1077 $ 175
====== ======559
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The accompanying notes are an integral part of these financial statements.
5
DSP TECHNOLOGY INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation.
---------------------
The accompanying consolidated financial statements have been prepared,
without audit, in accordance with Securities and Exchange Commission
requirements for interim financial statements. Therefore, they do not
include all the disclosures that would be presented in the Company's Annual
Report on Form 10-K. The financial statements should be read in conjunction
with the Company's January 31, 1997 financial statements and accompanying
notes thereto.
The information furnished reflects all adjustments (consisting only of
normal recurring adjustments) that are, in the opinion of management,
necessary for a fair presentation of financial position, results of
operations and cash flows for the interim period. The results of operations
for the periods presented are not necessarily indicative of results to be
expected for the full year.
For accounting purposes, the Company changed to a 52/53 week convention
with the fiscal year ending on the Sunday nearest the end of January.
However, for financial reporting purposes, each fiscal quarter or year is
presented as if it ended on the last day of such period. The third quarter
fiscal 1998 ended November 2, 1997.
2. Inventories. Inventories are stated at the lower of cost (first-in, first-
-----------
out) or market. Inventories consist of:
April 30, January 31,
1997 1997
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(thousands)
Raw materials $1,300 $1,221
Work in process 794 476
Finished goods 355 318
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$2,449
October 31, January 31,
1997 1997
----------- ------------
(thousands)
Raw materials $1,325 $1,221
Work in process 1,092 476
Finished goods 317 318
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$2,734 $2,015
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3. Accounts Receivable and Accrued Liabilities. Accounts receivable and
--------------------------------------------
accrued liabilities at October 31, 1997 include $1,833,000 in receivables
for customer advanced payment commitments against contracts. In the future,
the Company will not recognize the receivable; instead, it will recognize
the accrued liability at the time the Company receives the advance payment
from the customer.
4. The Company reincorporated in Delaware on September 12, 1997.
6
ITEMItem 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSManagement's Discussion and Analysis of Financial Condition and Results
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OF OPERATIONS--------------------------------------------------------------------------------
of Operations
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This section of the report contains forward-looking statements regarding
the Company's expected growth and enhanced future performance. All forward-
looking statements are subject to risk and actual results could differ
materially from those projected in the forward-looking statements as a result of
many factors which are set forth below.
Results of Operations
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Net sales for the firstthird quarter of fiscal 1998 (three months ended May 4,
1997)November 2, 1997
increased by 18%$1,320,000 or 29% to $4,467,000$5,892,000 from $3,775,000$4,572,000 in the third
quarter of fiscal 1996 ended October 31, 1996. Net sales for the first nine
months of fiscal 1998 were $15,804,000 or 24% higher than net sales of
$12,758,000 in the first quarternine months of fiscal 1997 (three months ended April 30, 1996).1997. The increase in net sales wasincreases were due to
continued strong demand for the continuing growth in the Company'scompany's RedLine data acquisition products sales, which
remain the Company's largest product line, led the increase in firstand
turnkey services.
Third quarter sales this year compared to last year's first quarter.
Costcost of sales as a percentage of net sales increased to 49%45%
in this year's
first quarter compared toyear from 41% in the first quartersame period last year. The increaseCost of sales as a
percentage of net sales also increased to 47% in the first nine months this year
compared to 42% in fiscal 1997's first nine months. As anticipated, the
increases in cost of sales iswere a result of service-related costs exceedingproduct mix with lower-margin
service-related revenues becoming a bigger part of the Company's business.
Research and development ("R&D") expenses increased by $154,000 to $718,000
in the third quarter this year compared to $564,000 in the same period last
year. R&D expenses in the first quarternine months of this year.
Research and development expensesyear increased by $82,000 or 17%slightly to
$1,826,000 from $1,633,000 in the first quarter this year to $578,000 compared to the same period a year ago.nine months of fiscal 1997. The
increaseincreases in expenses isin both the third quarter and the first nine months were
primarily due to the continued ramp up of joint new
product development with FEV, the Company's strategic ally in Germany and offset
by higher capitalization of software development costs associated with new RedLine products
scheduled for introduction in this year's first
quarter.the Spring of 1998 and beyond.
Marketing, general and administrative expenses in the firstthird quarter of
fiscal 1998 increased by $230,000 or 16%decreased slightly to $1,705,000$1,719,000 from $1,475,000$1,737,000 in the same quarter
last year. For the first nine months of this year, marketing, general and
administrative expenses increased by $170,000 or 3% to $5,029,000 compared to
$4,859,000 last year. As a percentage of sales, however, expenses remained atdecreased to
29% from 38% in the 38-39% levelthird quarter and to 32% from 38% in both quarters.the first nine months
of this year compared to the respective periods last year. The increase primarily reflectedhigher expenses
were principally due to additional sales and marketing and information systems personnel,staff, and higher
internal sales commissions due to higher sales and bookings.
Net interest income was $40,000 this year compared to $42,000 in the first
quarter last year.
The effective tax rate computed were 40% for the third quarter and 40% for
the first quarternine months this year was 38%
compared to 35% in34% for the third quarter and 33%
for the first nine months last year's first quarter.year. The Companytax rates computed depend primarily on
the profit contribution mix between the Company's U.S. operations and U.K.
subsidiary. The higher rates this year reflect higher domestic profit
contribution this year versus last year. Domestic tax rates tend to be higher
than the foreign subsidiary's tax rate. Other factors that may affect the tax
rates include R&D tax credits and software capitalization levels. The company
reviews the tax rate quarterly and could make minor adjustments to reflect
changing estimates.
7
Liquidity and Capital Resources
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Cash increased by $256,000 during the nine month period ended November 2,
1997. Accounts receivable increased by $3,600,000 brought about by high
shipments in the last month of the period and the inclusion of approximately
$1,833,000 in customer advanced deposit commitments. The primary use of the
Company's cash in the first nine months of fiscal 1998 has been: the purchase of
capital equipment used to equip additional personnel and to upgrade our
information systems capabilities, and investment in software development.
Working capital at November 2, 1997 improved to $7,911,000 compared to
$5,726,000 at the beginning of the fiscal year, while the current ratio stood at
2.6 to 1.0 at November 2, 1997 and at 3.0 to 1.0 at January 31, 1997. At
November 2, 1997, the Company has a $1,000,000 secured bank line of credit. The
Company currently anticipates that internally generated funds and bank
borrowings will be sufficient to satisfy its anticipated operating and capital
needs over the foreseeable future.
At November 2, 1997, the Company had no material outstanding commitments to
purchase capital equipment.
Factors thatThat May Affect Future Results
- --------------------------------------
The Company's future operating results may be affected by a number of
factors, including: its ability to introduce new products, services and
enhancements for its customers as demands for increasingly sophisticated
measurement and control systems continue; timing of receipt of major system orders; timing of service
revenues; product mix; the Company's ability to timely introduce new products,
services and enhancements for its customers and achieve market acceptance as
demands for increasingly sophisticated measurement and control systems continue;
uncertainties relative to global economic conditions; ability to competeattract and
retain for qualified
7
personnel in various technical positions; the Company's
ability to withstand competition particularly from several companies that are
much larger in size than the Company; international currency fluctuations;
natural disasters, particularly earthquakes which may strike the California area
where the Company's headquarters and manufacturing facility are located; and
availability and cost of components for its products.
Management expanded the services side of the Company's transportation
market business. These services include systems integration, project
management, commissioning and installation. These services are usually coupled
with the sale of our RedLine products and has allowed us to pursue further
growth in the transportation market by providing "one-stop" or turnkey shopping
to our customers. This services business raises several risk factors.
Specifically, the success depends on the time it takes for services personnel
and future staff to come up to speed on our products, customers and the services
they will provide; market acceptance of the services; and the ability to manage
customer projects profitably.profitably; the ability to integrate our products with other
vendors' products; availability and quality of other vendors' products; and
other scheduling and delivery risks.
Because of the foregoing factors, as well as other factors affecting the
Company's operating results, past financial performance should not be considered
to be a reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods.
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents increased by $230,000 during the quarter ended
April 30, 1997, to $1,553,000. The increase was due primarily to cash provided
by operating activities. Cash was used in the quarter to: a) purchase equipment
for additional personnel, and b) investment in software development. The
Company's working capital remained level at approximately $5.7 million compared
to January 31, 1997. Current ratio remained strong at 2.7 to 1 at April 30,
1997 from 3.0 to 1.0 at January 31, 1997. At April 30, 1997, the Company has
$1,000,000 secured bank line of credit. The Company currently anticipates that
internally generated funds and bank borrowings will be sufficient to satisfy its
anticipated operating and capital needs over the foreseeable future.
At April 30, 1997, the Company had no material outstanding commitments to
purchase capital equipment. Management believes that inflation has not had a
material effect on the Company's operations and financial condition.
PART8
Part II. OTHER INFORMATION
ITEMItem 6. EXHIBITS AND REPORTS ON FORMExhibits and Reports on Form 8-K
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A. Exhibits:
The following exhibits are filed or incorporated by reference as part of
this Report:
Ex. No. Description
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3.1 Agreement and Plan of Merger between DSP Technology Inc., a California
corporation, and DSP Technology Inc., a Delaware corporation, dated
April 28, 1997, including as Exhibit 27-FinancialA, Registrant's Certificate of
Incorporation.
3.2 Amended Restated By-Laws of Registrant.
10.53 1991 Stock Option Plan, as amended
27 Financial Data Schedule.Schedule
B. Reports on Form 8-K: None.
8
SIGNATURES
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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.
DSP TECHNOLOGY INC.
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(Registrant)
By: /s/ Jose M. Millares
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Jose M. Millares
Chief Financial Officer
Date: June 6,December 16, 1997
9
EXHIBIT INDEX
Ex. No. Description
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3.1 Agreement and Plan of Merger between DSP Technology Inc., a California
corporation, and DSP Technology Inc., a Delaware corporation, dated
April 28, 1997, including as Exhibit A, Registrant's Certificate of
Incorporation.
3.2 Amended Restated By-Laws of Registrant.
10.53 1991 Stock Option Plan, as amended
27 Financial Data Schedule
10