1 ------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC ------------------------------- 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 September 27, 1997 [ ] 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 0-27312 TOLLGRADE COMMUNICATIONS, INC. (Exact Name of Registrant as Specified in its Charter) PENNSYLVANIA 25-1537134 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 493 NIXON RD. CHESWICK, PA 15024 (Address of Principal Executive Offices, including zip code) 412-274-2156 (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 _______ As of November 1, 1997, there were 5,726,467 shares of the Registrant's Common Stock, $0.20 par value per share, and no shares of the Registrant's Preferred Stock, $1.00 par value per share, outstanding. - -------------------------------------------------------------------------------- This report consists of a total of 38 pages. The exhibit index is on page 17. 2 TOLLGRADE COMMUNICATIONS, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 27, 1997 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION PAGE NO. ITEM 1 -- CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 27, 1997 AND DECEMBER 31,1996 ......................................................................3 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 ...................................4 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 ...................................5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.......................................6 REPORT OF INDEPENDENT ACCOUNTANTS .........................................................8 ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION......................................................9 PART II. OTHER INFORMATION ITEM 1 -- LEGAL PROCEEDINGS.........................................................................15 ITEM 2 -- CHANGES IN SECURITIES.....................................................................15 ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES...........................................................15 ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................................15 ITEM 5 -- OTHER INFORMATION.........................................................................15 ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K..........................................................15 SIGNATURE...........................................................................................16 EXHIBIT INDEX.......................................................................................17 2 3 PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS - ----------------------------------------------------------------------------------------------------------------------------------- (UNAUDITED) SEPTEMBER 27, 1997 DECEMBER 31, 1996 - ----------------------------------------------------------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,147,053 $ 4,591,273 Short term investments 16,592,411 12,342,592 Accounts receivable: Trade 7,202,714 5,153,589 Other 689,486 304,434 Inventories 9,419,883 8,569,818 Prepaid expenses and deposits 245,075 549,753 Deferred tax asset 171,730 171,776 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 36,468,382 31,683,235 Property and equipment, net 2,942,601 2,769,657 Deferred tax asset 157,169 157,169 Patents and other assets 10,783 15,569 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL ASSETS $39,578,935 $34,625,630 - ----------------------------------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,033,032 $ 1,691,928 Accrued expenses 721,156 1,077,151 Accrued salaries and wages 727,198 769,855 Royalties payable 531,660 741,781 Income taxes payable 445,649 170,889 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 3,458,694 4,451,604 Deferred tax liability 168,455 168,455 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES 3,627,149 4,620,059 SHAREHOLDERS' EQUITY: Common stock, $.20 par value; authorized shares, 7,000,000; issued 5,725,667 and 5,620,417, respectively 1,145,133 1,124,083 Additional paid-in capital 25,155,359 24,091,210 Treasury stock, at cost, 2,200 shares (49,775) (49,775) Unearned compensation (65,386) (106,686) Retained earnings 9,766,455 4,946,739 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 35,951,786 30,005,571 - ----------------------------------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $39,578,935 $34,625,630 - ----------------------------------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of the condensed consolidated financial statements. 3 4 TOLLGRADE COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - ------------------------------------------------------------------------------------------------------------------ FOR THE FOR THE THREE MONTHS ENDED NINE MONTHS ENDED SEPT.27, 1997 SEPT.28, 1996 SEPT.27, 1997 SEPT.28, 1996 - ------------------------------------------------------------------------------------------------------------------ REVENUES $11,362,609 $10,080,385 $32,097,040 $27,112,057 COST OF PRODUCT SALES 5,225,317 4,999,944 14,469,083 13,435,042 - ------------------------------------------------------------------------------------------------------------------ GROSS PROFIT 6,137,292 5,080,441 17,627,957 13,677,015 - ------------------------------------------------------------------------------------------------------------------ OPERATING EXPENSES: Selling and marketing 1,286,864 1,234,448 3,666,999 3,385,308 General and administrative 947,799 671,673 2,691,834 1,746,702 Research and development 1,517,571 1,044,087 4,183,425 2,635,778 - ------------------------------------------------------------------------------------------------------------------ TOTAL OPERATING EXPENSES 3,752,234 2,950,208 10,542,258 7,767,788 - ------------------------------------------------------------------------------------------------------------------ INCOME FROM OPERATIONS 2,385,058 2,130,233 7,085,699 5,909,227 Interest and other income, net 220,887 90,138 637,252 478,810 - ------------------------------------------------------------------------------------------------------------------ INCOME BEFORE INCOME TAXES 2,605,945 2,220,371 7,722,951 6,388,037 Provision for income taxes 999,022 824,695 2,903,274 2,422,695 - ------------------------------------------------------------------------------------------------------------------ NET INCOME $ 1,606,923 $ 1,395,676 $ 4,819,677 $ 3,965,342 - ------------------------------------------------------------------------------------------------------------------ EARNINGS PER SHARE INFORMATION: Fully diluted weighted average shares of common stock and equivalents 5,955,104 5,943,265 5,956,921 5,919,579 Net income per common and common equivalent shares: Primary $ .27 $ .23 $ .81 $ .67 - ------------------------------------------------------------------------------------------------------------------ Fully Diluted $ .27 $ .23 $ .81 $ .67 - ------------------------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of the condensed consolidated financial statements. 4 5 TOLLGRADE COMMUNICATIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - ------------------------------------------------------------------------------------------------------------------- NINE MONTHS ENDED SEPT. 27, 1997 SEPT. 28, 1996 - ------------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 4,819,677 $ 3,965,342 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 733,411 416,801 Deferred income taxes 46 (65,951) Compensation expense for restricted stock 41,300 47,399 Changes in assets and liabilities: Increase in accounts receivable-trade (2,049,125) (1,304,070) (Increase) decrease in accounts receivable-other (385,052) 22,576 Increase in inventories (850,065) (2,684,372) Decrease (increase) in prepaid expenses and deposits 304,678 (144,745) Increase in other assets ----- (9,336) (Decrease) increase in accounts payable (658,858) 103,879 (Decrease) increase in accrued expense and royalties payable (608,773) 734,100 Increase in income taxes payable 274,760 743,181 - ------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 1,621,999 1,824,804 - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Redemption/maturity of short-term investments 13,425,893 3,056,986 Purchase of short-term investments (17,675,742) (15,471,874) Capital expenditures (901,569) (1,527,508) Patent expenditures ----- (4,760) - ------------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities (5,151,418) (13,947,156) - ------------------------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from the exercise of stock options including related tax benefits 1, 085,199 205,643 IPO issuance cost ---- (49,290) - ------------------------------------------------------------------------------------------------------------------- Net cash provided by (used in) financing activities 1,085,199 156,353 - ------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 2,444,220 (11,965,999) Cash and cash equivalents at beginning of period 4,591,273 15,157,387 - ------------------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 2,147,053 $3,191,388 - ------------------------------------------------------------------------------------------------------------------ The accompanying notes are an integral part of the condensed consolidated financial statements. 5 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements included herein have been prepared by Tollgrade Communications, Inc. (the "Company") in accordance with generally accepted accounting principles for the interim financial information and Article 10 of Regulation S-X. The condensed consolidated financial statements as of and for the three and nine-month periods ended September 27, 1997 should be read in conjunction with the Company's consolidated financial statements (and notes thereto) included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Accordingly, the accompanying condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of the accompanying condensed consolidated financial statements have been included, and all adjustments are of a normal and recurring nature. Operating results for the three and nine-month periods ended September 27, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. 2. INVENTORY At September 27, 1997 and December 31, 1996 inventory consisted of the following: (Unaudited) September 27, December 31, 1997 1996 ------------- ------------ Raw materials . . . . . . . . . . . . . . . . . . . . .$4,622,792 $3,816,242 Work in progress. . . . . . . . . . . . . . . . . . . . 3,143,117 3,808,842 Finished goods. . . . . . . . . . . . . . . . . . . . . 1,653,974 944,734 ---------- ---------- $9,419,883 $8,569,818 ========== ========== 3. SHORT-TERM INVESTMENTS Short-term investments at September 27, 1997 consisted of individual U.S. Government and municipal bonds stated at cost, which approximated market value. The primary investment purpose is to provide a reserve for future business purposes, including possible acquisitions, capital expenditures and to meet working capital requirements. 6 7 4. NEW ACCOUNTING PRONOUNCEMENTS: In February 1997 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". SFAS 128 specifies the computation, presentation, and disclosure requirements for earnings per share. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997, including interim periods. The Company plans to adopt the new standard at year-end 1997 and believes that the impact of this standard will not have a material impact on the Company's consolidated earnings per share calculations. 7 8 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of Tollgrade Communications, Inc.: We have reviewed the accompanying condensed consolidated balance sheet of Tollgrade Communications, Inc. and subsidiaries as of September 27, 1997, and the related condensed consolidated statements of operations for the three months and nine months then ended and the condensed consolidated statements of cash flows for the nine months then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of Tollgrade Communications, Inc. and subsidiaries as of December 31, 1996 and the related consolidated statements of operations, shareholders' equity and cash flows for the year then ended (not presented herein); and in our report dated January 29, 1997, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1996, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. /s/ Coopers & Lybrand L.L.P. Pittsburgh, Pennsylvania October 10, 1997 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto appearing elsewhere in this report. CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. The statements contained in the following Management's Discussion and Analysis of Results of Operations and Financial Condition which are not historical are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company's present expectations or beliefs concerning future events. The Company cautions that such statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. Results actually achieved thus may differ materially from expected results included in these statements. Those factors which specifically relate to the Company's business include the following: rapid technological change along with the need to continually develop new products; dependence on a single product line; competition; dependence on key employees; management of Company's growth; dependence on certain customers; dependence on certain suppliers; fluctuations in operating results; proprietary rights and risks of third party claims of infringement; and government regulation. OVERVIEW The Company was organized in 1986 and began operations in 1988. The Company designs, engineers, markets and supports proprietary products which enable telephone companies to use their existing line test systems to remotely diagnose problems in Plain Old Telephone Service ("POTS") lines containing both copper and fiber optics. The Company's MCU(R) product line, which includes POTS line testing as well as alarm-related products, represented approximately 91% of the Company's revenue for the third quarter ended September 27, 1997 and will continue to account for a majority of the Company's revenues for the foreseeable future. The Company's product sales are primarily to the five Regional Bell Operating Companies ("RBOCs") as well as major independent telephone companies such as Sprint and to certain digital loop carrier ("DLC") equipment manufacturers. For the third quarter ended September 27, 1997, approximately 85% of the Company's total revenue was generated from sales to these five RBOCs, the two largest of which comprised approximately 44% of revenues. The Company's operating results have fluctuated and may continue to fluctuate as a result of various factors, including the timing of orders from, and shipments to, the RBOCs. Management believes that during fiscal year 1998 there is a possibility that one of the Company's major customers will have satisfied a substantial portion of its requirements for certain of the Company's product lines. Management is focusing on the development of new product lines to meet the requirements of this and other customers. 9 10 Although international sales to date have not been significant, the Company believes the international markets offer opportunities. The Company intends to focus additional sales, marketing and development resources on increasing its international presence; however, there can be no assurance that these efforts will be successful or that the Company will achieve significant international sales. The Company believes that continued growth will depend on its ability to design and engineer new products and, therefore, spends a significant amount on research and development. Research and development expenses as a percent of revenues were approximately 13.4% for the third quarter ended September 27, 1997. The Company expects its research and development expenses to continue at significant levels. On July 18, 1997, the United States Court of Appeals for the Eighth Circuit issued an opinion vacating, in part, the Federal Communication Commission's Interconnection Order promulgated under the Telecommunications Act of 1996 (the "Act") in Iowa Utilities Board, et. al. v. FCC, et al (consolidated cases beginning at no. 96-3321). In the opinion, the court vacated the FCC's pricing rules on the basis that the FCC exceeded its jurisdiction in promulgating pricing rules regarding local telephone service, and asserting that the Act grants state commissions, not the FCC, authority to determine the rates involved in the implementation of the local competition provisions of the Act. In addition, the court vacated the FCC's "pick and choose" rule implemented under subsection 252(I) of the Act which allowed a local exchange carrier to select among individual provisions of other interconnection agreements previously negotiated between an incumbent local exchange carrier and other requesting carriers, without being required to accept the terms and conditions of the agreements in their entirety. Among other actions taken by the court, it also upheld most of the unbundling regulations promulgated by the FCC in the Interconnection Order. To date, it remains uncertain how this decision and the actions of state commissions required as a result will affect the Company's future results of operations. Historically, the Company has utilized one key independent subcontractor to perform a majority of the circuit board assembly and in-circuit testing work on its products. The Company has also utilized other subassembly subcontractors on a more limited basis. During the third quarter, 1997, the key subassembly subcontractor notified the Company that due to a change in its business strategy only customers that provide certain volume levels of business would be sought or retained. As a result of this evaluation, the key subassembly subcontractor notified the Company that its services would no longer be available effective January 1, 1998. The Company is in the process of phasing out the use of that subcontractor, and is beginning to utilize on a more extensive basis, two of the other subassembly subcontractors that had been utilized by the Company on a more limited basis in the past. By the end of 1997, the Company expects to have its subassembly requirements met by these two subcontractors. Although the Company is striving to complete a seamless transition, there is a risk that transitional issues could cause delays in the Company's production requirements which could have an adverse effect on the Company's results of operations. 10 11 RESULTS OF OPERATIONS - THIRD QUARTER REVENUES Revenue for the third quarter of 1997 were $11,362,609 and were $1,282,224, or 12.7% higher than the revenues of $10,080,385 reported for the third quarter of 1996. The increase in revenues for the third quarter was primarily attributable to an increase in unit volume sales of the MCU line testing products as a result of increased market penetration and customer acceptance. This increased product demand is at least partly attributable to technology licensing agreements and/or joint venture relationships with certain major DLC equipment manufacturers, as well as continued expansion of a marketing program to train customers in advanced line test system trouble-shooting. GROSS PROFIT Gross profit for the third quarter of 1997 was $6,137,292 compared to $5,080,441 for the third quarter of 1996, representing an increase of $1,056,851, or 20.8%. Gross profit as a percentage of revenues increased to 54.0% in the third quarter of 1997, compared to 50.4% in the same quarter last year. The overall increase in gross profit margin resulted primarily from increased sales levels, while improvements in gross margin as a percentage of revenues were a result of increased sales of certain higher-margined products within the MCU product line. SELLING AND MARKETING EXPENSE Selling and marketing expense for the third quarter of 1997 was $1,286,864 compared to $1,234,448 for the third quarter of 1996. This increase of $52,416, or 4.2%, is due to the addition of personnel associated with the expansion of marketing and communications functions and the development of domestic and international markets. As a percentage of revenues, selling and marketing expenses decreased to 11.3% in the third quarter of 1997 from 12.2% in the third quarter of 1996, primarily due to the increased revenue base discussed above. GENERAL AND ADMINISTRATIVE EXPENSE General and administrative expense for the third quarter of 1997 was $947,799, an increase of $276,126, or 41.1%, over the $671,673 recorded in the third quarter of 1996. The increase in general and administrative expense primarily reflects additional salaries and benefits associated with increased staffing levels to support expanded business operations, increased international travel costs, as well as increased costs associated with recruiting-type activities. As a percentage of revenues, general and administrative expenses increased to 8.3% in the third quarter of 1997 from 6.7% in the third quarter of 1996. RESEARCH AND DEVELOPMENT EXPENSE Research and development expense in the third quarter of 1997 was $1,517,571, an increase of $473,484, or 45.3%, over the $1,044,087 recorded in the third quarter of 1996. The increase is primarily associated with additional personnel and related development costs to support new product introductions. The new personnel were hired for positions in design engineering, hardware and software development, engineering support, and test engineering. Their efforts are associated with the development of future products, support for newer products, and feature enhancements for existing products. As a percentage of revenues, research and development expense increased to 13.4% in the third quarter of 1997 from 11 12 10.4% in the third quarter of 1996. INTEREST AND OTHER INCOME Interest and other income consists primarily of interest income. For the third quarter of 1997, interest and other income was $220,887 compared to $90,138 for the third quarter of 1996, representing an increase of $130,749, or 145.1%. The increase was primarily attributable to increased interest income, which resulted from an overall increase in funds available for investment between comparable periods. PROVISION FOR INCOME TAXES The provision for income taxes for the third quarter of 1997 was $999,022, an increase of $174,327, or 21.1%, from $824,695 for the third quarter of 1996. The effective income tax rate increased to approximately 38.3% in the third quarter of 1997, compared to approximately 37.1% in the third quarter of 1996. The increased provision for income taxes was primarily due to increased earnings levels of the Company between comparable periods. The increase in the effective tax rate between periods reflects certain refinements for the estimated effective tax rate for fiscal year 1997. NET INCOME As a result of the above factors, net income for the third quarter of 1997 was $1,606,923, an increase of $211,247, or 15.1%, over the $1,395,676 recorded in the third quarter of 1996. Primary and fully diluted earnings per common share of $.27 for the third quarter of 1997 increased by $.04, or 17.4%, from the $.23 per share earned in the third quarter of 1996. Fully diluted weighted average common and common equivalent shares outstanding were 5,955,104 in the third quarter of 1997 compared to 5,943,265 in the third quarter of 1996. As a percentage of revenues, net income for the third quarter of 1997 increased to 14.1% compared to the 13.8% for the third quarter of 1996. RESULTS OF OPERATIONS - YEAR TO DATE REVENUES For the first nine months of 1997, revenues were $32,097,040 compared to $27,112,057 for the first nine months of 1996, representing an increase of $4,984,983 or 18.4%. The increase in revenues for the nine month period was primarily attributable to an increase in unit sales volume of the MCU line testing products as a result of increased market penetration and customer acceptance. In addition, increased product demand is at least partly attributable to technology and licensing agreements and/or joint venture relationships with certain major DLC equipment manufacturers, as well as continued expansion of a marketing program to train customers in advanced line test system trouble-shooting. MCU line testing and synchronization product revenue increased $5,486,000, or 22.4%, in the nine month period ended September 27, 1997 compared to first nine months of 1996. GROSS PROFIT For the nine months of 1997, gross profit increased to $17,627,957 compared to $13,677,015 for the first nine months of 1996, representing an increase of $3,950,942, or 28.9%. As a percentage of revenues, gross profit increased to 54.9% in the first nine months of 1997 compared to 50.4% in the same period for 1996. The overall increase in gross profit margin resulted primarily from increased sales levels, while 12 13 improvements in gross margin as a percentage of revenues were a result of increased sales of certain higher-margined products within the MCU product line. SELLING AND MARKETING EXPENSE For the first nine months of 1997, selling and marketing expense totaled $3,666,999 compared to $3,385,308 for the first nine months of 1996, representing an increase of $281,691, or 8.3%. The increase is due to the addition of new personnel associated with the expansion of customer technical support, expansion of marketing and communication functions and the development of domestic and international markets. As a percentage of revenues, selling and marketing expense decreased to 11.4% in the first nine months of 1997 from 12.5% for the same period of 1996. The decrease was due primarily to the increased revenue base discussed above. GENERAL AND ADMINISTRATIVE EXPENSE For the first nine months of 1997, general and administrative expense totaled $2,691,834 compared to $1,746,702 for the first nine months of 1996, representing an increase of $945,132, or 54.1%. The increase in general and administrative expense primarily reflects the addition of personnel to support expanded business requirements for accounting, legal, operations, investor relations and administrative support, as well as increased international travel costs. As a percentage of revenues, general and administrative expense increased to 8.4% for the first nine months of 1997 from 6.4% for the same period of 1996. RESEARCH AND DEVELOPMENT EXPENSE For the first nine months of 1997, research and development expense totaled $4,183,425 compared to $2,635,778 for the first nine months of 1996, representing an increase of $1,547,647, or 58.7%. The increase was due to engineering and development costs associated with the addition of new personnel, as well as other costs associated with new product development. As a percentage of revenues, research and development expense increased to 13.0% in the first nine months of 1997 from 9.7% for the first nine months of 1996. INTEREST AND OTHER INCOME Interest and other income consists primarily of interest income. For the first nine months of 1997, interest and other income was $637,252 compared to $478,810 for the first nine months of 1996, representing an increase of $158,442, or 33.1%. This was primarily attributable to increased interest income, which resulted from an overall increase in funds available for investment between comparable periods. PROVISIONS FOR INCOME TAXES The provision for income taxes for the first nine months of 1997 was $2,903,274 which was an increase of $480,579, or 19.8%, from $2,422,695 for the first nine months of 1996. The effective tax rate was 37.6% for the first nine months of 1997 versus 37.9% for the comparable period in the prior year. The increased provision for income taxes was primarily due to increased earnings levels of the Company between comparable periods, while the decrease in effective tax rate reflects the estimated benefit related to R&D tax credits which are available during the entire year of 1997 but were not available during the first half of 1996. 13 14 NET INCOME For the first nine months of 1997, net income was $4,819,677 compared to $3,965,342 for the first nine months of 1996, representing an increase of $854,335, or 21.5%. Fully diluted earnings per common share of $.81 for the first nine months of 1997 increased by $.14, or 20.9%, from the $.67 per share earned in the first nine months of 1996. Fully diluted weighted average common and common equivalent shares outstanding were 5,956,921 in the first nine months of 1997 compared to 5,919,579 in the first nine months of 1996. As a percentage of revenues, net income for the first nine months of 1997 increased to 15.0% from 14.6% in the comparable period in the prior year. LIQUIDITY AND CAPITAL RESOURCES At September 27, 1997, the Company had working capital of $33,009,688, which represented an increase of $5,778,057, or 21.2%, from the $27,231,631 of working capital as of December 31, 1996. The increase in working capital can be attributed primarily to operating cash flow (income from operations before depreciation and amortization) exceeding requirements for purchases of property and equipment. Management believes that operating cash flow and cash reserves are adequate to finance currently planned capital expenditures and to meet the overall liquidity needs of the Company. The Company made capital expenditures of $901,569 in the first nine months of 1997 and were primarily related to test fixtures and development systems, computer and office equipment for increased staff, as well as leasehold improvements made to the Company's facilities. The Company presently has no material capital expenditure commitments. As of and through September 27, 1997, the Company had not borrowed any amounts against its $2,500,000 available bank line of credit. The credit agreement has been extended to June 30, 1998 on terms similar to those previously in effect. On April 22, 1997 the Company's Board of Directors authorized a program to repurchase up to 200,000 shares of its common stock over the next two years. The shares will be utilized to provide stock under certain employee benefit programs. The number of shares that the Company intends to purchase and the time of such purchases will be determined by the Company, at its discretion. The Company plans to use existing cash and short-term investments to finance the repurchases. To date, the Company has not purchased any stock under this program. BACKLOG The Company's backlog consists of firm customer purchase orders for the Company's various products. As of September 27, 1997 the Company had a backlog of $1,823,785 compared to $912,507 at December 31, 1996 and $1,385,102 at June 28, 1997. The increase in backlog for the quarter occurred due to customer orders exceeding product shipments during the period, resulting in part from increased order levels compared to the previous quarter. Periodic fluctuations in customer orders and backlog result from a variety of factors, including but not limited to the timing of significant orders and shipments, and are not necessarily indicative of long-term trends in sales of the Company's products. 14 15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: The following exhibits are being filed with this report: Exhibit Number Description ------ ----------- 10.1 Change in Control Agreement, entered into July 17, 1997 between the Company and Timothy O'Brien, together with a schedule listing substantially a similar agreement with Joe O'Brien. 10.2 Stock Option Agreement entered into October 15, 1997 between the Company and Mark Peterson, together with a schedule listing substantially similar agreements with John Benedict, Bradley N. Dinger, Joe O'Brien and Timothy O'Brien. 10.3 Amendment , dated February 21, 1997, to Technical Information Agreement relating to Metallic Channel Units Types A and B, dated February 1, 1993, between American Telephone and Telegraph Company ("AT&T") (licensor) and the Company (licensee). 11.1 Statement re Computation of Per Share Earnings 15 Letter re unaudited interim financial information 27 Financial Data Schedule (b) Reports on Form 8-K: The Company did not file any Current Report on Form 8-K during the quarter ended September 27, 1997. 15 16 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. TOLLGRADE COMMUNICATIONS, INC. (REGISTRANT) Dated: November 10, 1997 /S/ CHRISTIAN L. ALLISON ---------------------------------- CHRISTIAN L. ALLISON CHIEF EXECUTIVE OFFICER & DIRECTOR Dated: November 10, 1997 /S/ SAMUEL C. KNOCH ---------------------------------- SAMUEL C. KNOCH CHIEF FINANCIAL OFFICER Dated: November 10, 1997 /S/ BRADLEY N. DINGER ---------------------------------- BRADLEY N. DINGER CONTROLLER 16 17 EXHIBIT INDEX (Pursuant to Item 601 of Regulation S-K) Exhibit Number Description ------ ----------- 10.1 Change in Control Agreement, entered into July 17, 1997 between the Company and Timothy O'Brien, together with a schedule listing substantially a similar agreement with Joe O'Brien. 10.2 Stock Option Agreement entered into October 15, 1997 between the Company and Mark Peterson, together with a schedule listing substantially similar agreements with John Benedict, Bradley N. Dinger, Joe O'Brien and Timothy O'Brien. 10.3 Amendment , dated February 21, 1997, to Technical Information Agreement relating to Metallic Channel Units Types A and B, dated February 1, 1993, between American Telephone and Telegraph Company ("AT&T") (licensor) and the Company (licensee). 11.1 Statement re Computation of Per Share Earnings 15 Letter re unaudited interim financial information 27 Financial Data Schedule 17