UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 quarterly period ended June 30, 1998 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 0-12489 SPECTRAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2729372 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 50 Hall Road, Sturbridge, Massachusetts 01566 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 347-2261 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 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 July 31, 1998, was 7,003,850. 1 PART I - FINANCIAL INFORMATION SPECTRAN CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Dollars in thousands except per share amounts (unaudited) Six Months Ended Three Months Ended June 30, June 30, 1998 1997 1998 1997 ---- ---- ---- ---- Net Sales $ 32,259 $ 32,109 $ 17,032 $ 15,881 Cost of Sales 24,595 19,405 14,479 9,719 ------------- ------------- ------------- ------------- Gross Profit 7,664 12,704 2,553 6,162 Selling and Administrative Expenses 6,652 7,888 3,518 3,906 Research and Development Costs 2,581 1,598 1,406 817 ------------- ------------- ------------- ------------- Income(Loss) from Operations (1,569) 3,218 (2,371) 1,439 Other Income (Expense): Interest Income 147 765 33 489 Interest Expense (476) (464) (352) (111) Other, Net 1,583 (11) 741 42 ------------- ------------- ------------- ------------- Other Income (Expense), net 1,254 290 422 420 ------------- ------------- ------------- ------------- Income (Loss) before Income Taxes (315) 3,508 (1,949) 1,859 Income Tax Expense (Benefit) (123) 1,193 (760) 626 ------------- ------------- ------------- ------------- Income (Loss) before Equity in Joint Venture (192) 2,315 (1,189) 1,233 Income (Loss) from Joint Venture, Net of Income Taxes (326) 137 (194) 97 ------------- ------------- ------------- ------------- Net Income (Loss) $ (518) $ 2,452 $ (1,383) $ 1,330 ============= ============= ============= ============= Net Income (Loss) per Common Share: Basic $ (.07) $ .37 $ (.20) $ .19 =========== ============== =========== ============== Diluted $ (.07) $ .35 $ (.20) $ .18 =========== ============== ============== ============== Weighted Average Number of Common Shares Outstanding: Basic 7,002 6,499 7,022 6,913 ========== =========== ============ ========= Diluted 7,002 6,988 7,022 7,360 ========== =========== ============ ========= See accompanying notes to these consolidated financial statements. 2 SPECTRAN CORPORATION CONSOLIDATED BALANCE SHEETS Dollars in thousands June 30, 1998 December 31, 1997 ------------- ----------------- (unaudited) ASSETS Current Assets: Cash and Cash Equivalents $ 2,797 $ 445 Current Portion of Marketable Securities -- 5,535 Trade Accounts Receivable, net 11,244 8,622 Income Taxes Receivable 815 -- Inventories 10,232 9,666 Deferred Income Taxes, net 1,189 1,189 Prepaid Expenses and Other Current Assets 2,635 1,943 ---------------- --------------- Total Current Assets 28,912 27,400 Investment in Joint Venture 3,887 4,213 Property, Plant and Equipment, net 65,456 55,409 Other Assets: Long-term Marketable Securities -- 996 License Agreements, net 502 603 Deferred Income Taxes, net 412 412 Goodwill, net 832 872 Other Long-term Assets 2,146 2,200 ---------------- --------------- Total Other Assets 3,892 5,083 ---------------- --------------- Total Assets $ 102,147 $ 92,105 ================ =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts Payable $ 6,089 $ 4,758 Income Taxes Payable -- 573 Accrued Liabilities 5,796 6,015 --------------- ---------------- Total Current Liabilities 11,885 11,346 Long-term Debt 34,000 24,000 Stockholders' Equity: Common Stock, voting, $.10 par value; authorized 20,000,000 shares; outstanding 7,002,350 shares and 7,000,634 shares in 1998 and 1997, respectively 700 700 Common Stock, non-voting, $.10 par value; authorized 250,000 shares; no shares outstanding -- -- Paid-in Capital 50,243 50,223 Net Unrealized Gain (Loss) on Marketable Securities -- (1) Retained Earnings 5,319 5,837 --------------- ---------------- Total Stockholders' Equity 56,262 56,759 --------------- ---------------- Total Liabilities & Stockholders' Equity $ 102,147 $ 92,105 ================ =============== See accompanying notes to these consolidated financial statements. 3 SPECTRAN CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in thousands (unaudited) Six Months Ended June 30, 1998 1997 ---- ---- Cash Flows from Operating Activities: Net Income (Loss) $ (518) $ 2,452 Reconciliation of Net Income to Net Cash Provided by (Used in) Operating Activities: Depreciation and Amortization 2,972 1,939 Other Non-Cash Charges 5,022 (562) Loss (Equity) in Unconsolidated Joint Venture 326 (137) Changes in Other Components of Working Capital (9,183) (3,482) Loss on Disposition of Equipment 204 2 --------------- -------------- Net Cash Provided by (Used in) Operating Activities (1,177) 212 Cash Flows from Investing Activities: Acquisition of Property, Plant and Equipment (13,024) (16,559) Purchase of Marketable Securities (9,652) (199,493) Proceeds from Sale/Maturity of Marketable Securities 16,184 190,888 --------------- -------------- Cash Used in Investing Activities (6,492) (25,164) Cash Flows from Financing Activities: Borrowings of Long-term Debt 10,000 -- Proceeds from Exercise of Stock Options and Warrants 21 240 Issuance of Common Stock, net -- 23,077 -------------- -------------- Cash Provided by Financing Activities 10,021 23,317 Increase (Decrease) in Cash and Cash Equivalents 2,352 (1,635) Cash and Cash Equivalents at Beginning of Period 445 3,565 --------------- -------------- Cash and Cash Equivalents at End of Period $ 2,797 $ 1,930 =============== ============== See accompanying notes to these consolidated financial statements. 4 SPECTRAN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) 1. BASIS OF PRESENTATION The financial information for the three months and six months ended June 30, 1998, is unaudited but reflects all adjustments (consisting solely of normal recurring adjustments) which the Company considers necessary for a fair statement of results for the interim periods. The results of operations for the three months and six months ended June 30, 1998, are not necessarily indicative of the results for the entire year. The consolidated results for the three months and six months ended June 30, 1998, include the accounts of SpecTran Corporation (the Company) and its wholly-owned subsidiaries, SpecTran Communication Fiber Technologies,Inc. ("SpecTran Communication"), SpecTran Specialty Optics Company ("SpecTran Specialty"), and Applied Photonic Devices, Inc. ("APD"), which holds the Company's investment in General Photonics, LLC, a 50-50 joint venture between the Company and General Cable Corporation ("General Cable"), a former subsidiary of Wassall plc. In December 1996, the Company sold certain of the assets of APD to General Cable and then contributed the remaining non-cash assets of APD to General Photonics for a 50% equity interest. The investment in General Photonics is accounted for under the equity method of accounting pursuant to which the Company records its 50% interest in General Photonics' net operating results. Prior to the formation of General Photonics, APD's results of operations, including net sales and expenses, were consolidated with those of the Company. All significant intercompany balances and transactions have been eliminated. These financial statements supplement, and should be read in conjunction with, the Company's audited financial statements for the year ended December 31, 1997, as contained in the Company's Form 10-K as filed with the United States Securities and Exchange Commission. 2. INVENTORIES Inventories consisted of (in thousands): June 30, 1998 December 31, 1997 ------------- ----------------- Raw Materials $ 3,401 $ 4,036 Work in Process 1,079 1,010 Finished Goods 5,752 4,620 --------------- --------------- $ 10,232 $ 9,666 =============== =============== 5 3. PROPERTY, PLANT & EQUIPMENT Property, plant and equipment consisted of (in thousands): June 30, 1998 December 31, 1997 ------------- ----------------- Land and Land Improvements $ 978 $ 978 Buildings and Improvements 24,479 10,453 Machinery and Equipment 40,008 33,567 Construction in Progress 19,345 27,694 ---------------- --------------- 84,810 72,692 Less Accumulated Depreciation and Amortization 19,354 17,283 ---------------- --------------- $ 65,456 $ 55,409 ================ =============== 4. LONG-TERM DEBT Long-term debt consisted of (in thousands): June 30, 1998 December 31, 1997 ------------- ----------------- Revolving Credit Loan Facility at the Lower of Prime or LIBOR plus 1.5% $ 10,000 $ -- Series A Senior Secured Notes at 9.24% Interest 16,000 16,000 Series B Senior Secured Notes at 9.39% Interest 8,000 8,000 --------- --------- Total $ 34,000 $ 24,000 ========= ========= In December 1996, the Company sold to a limited number of selected institutional investors an aggregate principal amount of $24.0 million of senior secured notes consisting of $16.0 million of 9.24% interest Series A Senior Secured Notes due December 26, 2003, and $8.0 million of 9.39% interest Series B Senior Secured Notes due December 26, 2004. The Company also has a $20.0 million revolving credit agreement with its principal bank, maturing in December 1999. As of June 30, 1998, the Company had borrowed $10.0 million against the revolving agreement. Due to the loss incurred in this year's second quarter, the Company was in violation as of June 30, 1998, of certain covenants contained in both the revolving credit agreement and the senior secured notes. Subsequent to the end of the quarter, the Company obtained waivers of the violations as of June 30, 1998 from the bank regarding the revolving credit agreement and the note holders regarding the senior secured notes. The Company is currently in discussions with its lenders to obtain modifications of certain covenants contained in the loan agreements to accommodate this decline in earnings. 5. CORNING SETTLEMENT On March 13, 1998, the Company announced the settlement of Corning's obligation to purchase multimode fiber from the Company under a multiyear supply contract the companies entered into on January 1, 1996. Corning has terminated its purchase of multimode fiber from the Company in exchange for a series of cash payments to the Company totaling $4.1 million. For the three months and six months ended June 30, 1998, the Company recognized income on the settlement of approximately $900,000 and $1.8 million, respectively. 6 6. COMPUTATION OF EARNINGS PER COMMON SHARE Effective December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128 "Earnings per Share" (SFAS 128) which has changed the method of computing and presenting earnings per common share. All prior periods presented have been restated in accordance with SFAS 128. This restatement had an immaterial impact on prior periods' earnings per common share amounts calculated under previous standard. Under SFAS 128, primary earnings per common share has been replaced with basic earnings per common share. The basic earnings per share computation is based on the earnings applicable to common stock divided by the weighted average number of shares of common stock outstanding at June 30, 1998 and June 30, 1997. Fully diluted earnings per common share has been replaced with diluted earnings per common share. The diluted earnings per common share computation for the three months and six months ended June 30, 1997, includes the common stock equivalency of options granted to employees under the stock incentive plan. Excluded from the diluted earnings per common share calculation are options granted to employees that are anti-dilutive based on the average stock price for the year. For the three months and six months ended June 30, 1998, diluted earnings per common share excludes the common share equivalency of options granted to employees under the stock incentive plan since the effects would be anti-dilutive. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Three and Six Months Ended June 30, 1998 Compared to Three and Six Months Ended June 30, 1997 Overview of Results for the June, 1998 Quarter SpecTran incurred a net loss for the June, 1998 quarter of $1.4 million, or $.20 per diluted share. Reduced earnings at all three operating units contributed to the net loss. The lower earnings at the Communication Fiber Technologies subsidiary was caused by an industry-wide oversupply situation resulting in a highly competitive market environment and price weakness. Overall demand is still strong and while the overall volume of standard communication fiber sold during this year's second quarter was up slightly compared with the same quarter last year, declining selling prices, particularly for single-mode fiber, caused a reduction in gross profit margins. Lower earnings at the Specialty Optics subsidiary resulted from operational issues rather than the lack of market demand. Charles B. Harrison, SpecTran's President and Chief Executive Officer, has assumed operational control of this subsidiary until a new general manager can be recruited and is restructuring its management and systems. William B. Beck, the former general manager and President of SpecTran Specialty Optics Company, has left the Company to pursue other interests. Manufacturing and engineering personnel from the Company's Communication Fiber Technologies subsidiary have been assigned to address specific operational issues. General Photonics, the Company's cabling joint venture with General Cable, is experiencing lower than expected sales due to soft domestic customer premises cable market and pricing, not unlike our competitors. Stringent cost control measures have recently been implemented which are expected to lead to improved results at General Photonics for the second half. Due to the loss incurred during this year's second quarter, the Company is in violation of certain covenants with its debt holders. Subsequent to the end of the quarter, the Company obtained waivers of the violations as of June 30, 1998. The Company is currently in discussions with its lenders to obtain modifications of certain covenants contained in the loan agreements to accommodate this decline in earnings. 8 Results of Operations The following table sets forth, for the periods indicated, certain financial data as a percentage of net sales: SIX MONTHS ENDED JUNE 30, THREE MONTHS ENDED JUNE 30, 1998 1997 1998 1997 ---- ---- ---- ---- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of Sales 76.2% 60.4% 85.0% 61.2% ----- ----- ----- ----- Gross Profit 23.8% 39.6% 15.0% 38.8% Selling and Administrative Expenses 20.7% 24.6% 20.6% 24.6% Research and Development Cost 8.0% 5.0% 8.3% 5.1% ---- ---- ---- ---- Income (Loss) from Operations (4.9)% 10.0% (13.9)% 9.1% Other Income (Expense), net 3.9% .9% 2.5% 2.6% ---- --- ---- ---- Income (Loss) before Income Taxes (1.0%) 10.9% (11.4)% 11.7% Income Tax Expense (Benefit) (.4)% 3.7% (4.5)% 3.9% ----- ---- ------ ---- Income (Loss) before Equity in Joint Venture (.6)% 7.2% (6.9)% 7.8% Income (Loss) from Joint Venture, net (1.0)% .4% (1.1)% .6% ------ --- ------ --- Net Income (1.6)% 7.6% (8.0)% 8.4% ====== ==== ====== ==== Net Sales - --------- Net sales of $17.0 million and $32.3 million for the three months and six months ended June 30, 1998, were $1.2 million, or 7.2% and $150,000, or .5%, higher than the comparable periods of 1997. The increases were primarily due to increased revenues at SpecTran Specialty. Sales growth was adversely effected by lower unit selling prices for both multimode and single-mode fiber due to the highly competitive market conditions caused by an industry-wide oversupply situation. In addition, the volume of single-mode fiber sales for the three months and six months ended June 30, 1998, were substantially lower than in the comparable periods in 1997, in large part due to continued unsettled economic conditions and competitive market conditions in Asia. Gross Profit - ------------ Gross profit of $2.6 million and $7.7 million for the three months and six months ended June 30, 1998, was $3.6 million, or 58.6% and $5.0 million, or 39.7% lower than for the comparable periods in 1997. As a percentage of net sales the gross profit decreased to 15.0% and 23.8% for the three months and six months ended June 30, 1998, from 38.8% and 39.6% for the three months and six months ended June 30, 1997. The decrease in gross profit for both periods was primarily due to operational and inventory issues at SpecTran Specialty and continued industry pricing pressures for standard communication fiber products. As a percentage of net sales, royalty expense increased from 2.5% and 2.8% for the three months and six months ended June 30, 1997, to 3.1% and 3.6% for the three months ended June 30, 1998, primarily due to an increase in the percentage of net sales subject to royalty. Selling and Administration - -------------------------- Selling and administrative expenses decreased $388,000, or 9.9%, and $1.2 million, or 15.7%, for the three months and six months ended June 30, 1998. Included in the three months and six months ended June 30, 1997, were $400,000 and $1.1 million, respectively, of costs associated with the Company's one-time management reorganization and training costs. As a percentage of net sales, selling and administrative expenses decreased to 20.6% and 20.7% for the three months and six months ended June 30, 1998, from 24.6% for both the three months and six months ended June 30, 1997. Research and Development - ------------------------ Research and development costs increased $589,000, or 7.2%, and $983,000, or 61.5 % for the three months and six months ended June 30, 1998. Assuming the Company obtains modifications from its debtholders, the Company plans to continue to increase its investment in programs to improve manufacturing cost and product performance in both multimode and single-mode product lines, to develop new special performance fiber products and to develop alternative process technologies. As a percentage of net sales, research and development costs increased form 5.1% and 5.0% for the three months and six months ended June 30, 1997, to 8.3% and 8.0% for the three months and six months ended June 30, 1998. 9 Other Income (Expense), net - --------------------------- Other income (expense), net favorably increased by $2,000 or .5%, and $964,000 or 332.4%, for the three months and six months ended June 30, 1998, compared with the same periods in 1997. Interest income decreased for the three months and six months ended June 30, 1998, by $456,000 and $618,000, respectively due to a lower level of cash available for investment. Net interest expense increased for the three months and six months ended June 30, 1998 by $241,000 and $12,000, respectively. The increase for the three months primarily relates to a higher level of borrowings under the Company's revolving credit agreement and to a lower level of capitalized interest associated with the Company's capacity expansion programs. Other, net increased for the three months and six months ended June 30, 1998, by $699,000 and $1.6 million, respectively, primarily due to the Company's settlement of a multi-year contract with Corning. Income Taxes - ------------ The Company realized a tax benefit for the three months and six months ended June 30, 1998, as compared to a tax provision of 33.7% and 34.0% for the three months and six months ended June 30, 1997. The tax benefit was due to the loss incurred by the Company for the 1998 periods. Income from Equity in Joint Venture - ----------------------------------- The Company realized losses of $194,000 and $326,000, net of tax, for the three months and six months ended June 30, 1998, from its investment in General Photonics, the joint venture formed in December, 1996 with General Cable. The loss was due to lower than anticipated revenues and gross profit. Net Income - ---------- The net loss for the three months and six months ended June 30, 1998, was $1.4 million and $518,000 as compared to net income for the three months and six months ended June 30, 1997, of $1.3 million and $2.5 million. The loss for the three months ended June 30, 1998, was due to the operational and inventory issues at SpecTran Specialty, the loss from its equity in General Photonics and a lower level of earnings at SpecTran Communication due to competitive market conditions. Liquidity and Capital Resources - ------------------------------- The Company's principal sources of cash are cash flow from operations, established bank credit facilities and existing cash balances. Although the Company did not generate positive cash flow from operations during the first half of 1998, it does expect to generate positive cash flow for the entire year. As of June 30, 1998, the Company had approximately $2.8 million of cash and cash equivalents. In addition, the Company has a $20.0 millino revolving credit agreement with its principal bank, $10.0 million of which has been drawn down. The Company at June 30, 1998, had working capital of approximately $17.0 million and a current ratio of 2.4 to 1. The results for the three months and six months ended June 30, 1998, have put the Company in violation of certain covenants with its debtholders. The Company has obtained waivers of the violations as of June 30, 1998, and has initiated discussions with its debtholders to obtain modifications of certain covenants in its loan agreements to accommodate the temporary decline in earnings. There can be no assurance that the modifications in the loan agreements will be obtained, or that the Company will be able to borrow additional amounts under its revolving credit agreement. The Company is continuing its capacity expansion which will require approximately $10.0 million in capital expenditures through the remainder of 1998, which will result in total expenditures for capacity expansion of approximately $44.0 million at SpecTran Communication and $12.0 million at SpecTran Specialty. When fully operational, the expansion at SpecTran Communication will increase capacity there by 100%. The expansion at SpecTran Specialty, which was completed in 1997, increased capacity by 50%. The Company intends to continue to finance this expansion through a combination of cash flow from operations and borrowings, assuming it obtains the appropriate modifications with its debtholders. 10 Other Matters - ------------- Charles B. Harrison, a Company Director since July 1997, was appointed President and Chief Executive Officer of the Company, effective April 13, 1998, succeeding Dr. Raymond E. Jaeger. Dr. Jaeger remains the Company's Chairman of the Board. Pursuant to Rule 14a-4 adopted under the Securities Exchange Act of 1934, unless a stockholder who desires to introduce a proposal at the Company's annual meeting of stockholders notifies the Company at least 45 days prior to the month and day of the mailing of the prior year's proxy statement (i.e., by March 16, 1999), the proxyholders designated by management will be allowed to use their discretionary voting authority when the proposal is raised at the annual meeting, without any discussion of the matter in the proxy statement. Management is aware of the potential software logic anomalies associated with the year 2000 date change. The Company has evaluated the potential issues that need to be addressed in its operations and has developed a plan for their remediation. Parts of this plan have already been implemented. Based on currently known information, costs of addressing the issue are not expected to have a material effect upon the Company's financial position, results of operations, or cash flows in future periods. As part of the process, the Company plans on communicating with certain service providers, suppliers, and customers to obtain information regarding their plans to address Year 2000 issues, to the extent that they have such issues. There can be no assurance that third parties' systems, upon which the Company may rely will become Year 2000 compliant in a timely manner. Subsequent Events - ----------------- In July 1998, the Company announced that William B. Beck, the former general manager and President of SpecTran Specialty, had left the company to pursue other interests. In August 1998, the Company announced the election of Robert A. Schmitz to the Board of Directors. As discussed above, subsequent to the end of the quarter, the Company obtained from its debtholders waivers as of June 30, 1998 of violations of certain covenants due to the loss incurred in this year's second quarter. The Company is currently in discussions with its lenders to obtain modifications of certain covenants contained in the loan agreements to accommodate this decline in earnings. The Company presently anticipates revenue growth in 1998 over the previous year, but perhaps not the double digit growth previously announced. Recent Accounting Pronouncements - -------------------------------- Effective June 15, 1998, the provisions of Statements of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," will apply to the Company. The Company anticipates that application of these statements will have no effect on the presentation of its financial information. In March 1998, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 98-1, "Accounting for Costs of Computer software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on accounting for the costs of computer software developed or obtained for internal use, and is effective for fiscal years beginning December 31, 1998, with earlier application encouraged. The adoption of SOP 98-1 is not expected to have a material effect on the Company's financial statements. Forward Looking Statements - -------------------------- This report contains forward looking statements which are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations. These uncertainties include, but are not limited to, general economic conditions and competitive conditions in markets served by the Company. 11 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) 10.109 Employment agreement between SpecTran Corporation and William B. Beck dated as of June 20, 1998. 10.110 Employment agreement between SpecTran Corporation and Dr. Raymond E. Jaeger dated as of April 13, 1998. (b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter which this report was filed. 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. SPECTRAN CORPORATION (Registrant) Date: August 14, 1998 BY: /s/ Charles B. Harrison ------------------------ Charles B. Harrison President and Chief Executive Officer Date: August 14, 1998 BY: /s/ Bruce A. Cannon -------------------- Bruce A. Cannon Senior Vice President, Chief Financial Officer and Chief Accounting Officer 12