1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For Quarter Ended January 31, 1996 Commission Number 0-10761
LTX CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2594045
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
LTX Park at University Avenue, Westwood, Massachusetts 02090
------------------------------------------------------------
(address of principal executive offices and zip code)
Registrant's telephone number, including area code (617) 461-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 1, 1996
- --------------------------------------- ----------------------------
Common Stock, par value $0.05 per share 34,807,890
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LTX CORPORATION
INDEX
Page Number
Part I. FINANCIAL INFORMATION
Consolidated Balance Sheet 1
January 31, 1996 and July 31, 1995
Consolidated Statement of Operations
Three months and six months ended
January 31, 1996 and January 31, 1995 2
Consolidated Statement of Cash Flows
Six months ended January 31, 1996
and January 31, 1995 3
Notes to Consolidated Financial Statements 4 - 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6 - 11
Part II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K 12
SIGNATURES 13
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LTX CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
(In thousands, except share data)
January 31, July 31,
1996 1995
----------- ----------
ASSETS
Current assets:
Cash and equivalents $ 67,246 $ 29,183
Short-term investments 9,889 -
Accounts receivable, less allowances of $763 and $700 43,530 32,785
Inventories 55,707 47,101
Other current assets 5,970 4,929
-------- --------
Total current assets 182,342 113,998
Property and equipment, net 32,642 28,407
Other assets 3,418 3,512
-------- --------
$218,402 $145,917
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current portion of
long-term liabilities $ 8,971 $ 8,816
Accounts payable 22,498 21,744
Accrued expenses and restructuring charges 11,192 14,099
Unearned service revenues and customer advances 9,628 7,157
-------- --------
Total current liabilities 52,289 51,816
Long-term liabilities, less current portion 20,718 20,959
Convertible subordinated debentures 7,308 7,308
Deferred Compensation 428 427
Stockholders' equity:
Common stock, $0.05 par value 1,740 1,463
Additional paid-in capital 188,109 131,425
Accumulated deficit (52,190) (67,481)
-------- --------
Total stockholders' equity 137,659 65,407
-------- --------
$218,402 $145,917
======== ========
See accompanying Notes to Consolidated Financial Statements.
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LTX CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
Three Months Six Months
Ended Ended
January 31, January 31,
-------------------- ---------------------
1996 1995 1996 1995
------- ------- -------- -------
Net sales $65,054 $50,017 $127,212 $96,807
Cost of sales 39,007 32,548 77,735 63,477
------- ------- -------- -------
Gross margin 26,047 17,469 49,477 33,330
Engineering and product development expenses 5,649 4,715 10,991 9,437
Selling, general and administrative expenses 11,510 9,619 22,488 18,721
------- ------- -------- -------
Income from operations 8,888 3,135 15,998 5,172
Interest (income) expense, net (237) 1,123 113 2,374
------- ------- -------- -------
Income before income taxes 9,125 2,012 15,885 2,798
Provision for income taxes 380 95 594 95
------- ------- -------- -------
Net income $ 8,745 $ 1,917 $ 15,291 $ 2,703
======= ======= ======== =======
Primary and fully diluted net income per share $ 0.23 $ 0.07 $ 0.42 $ 0.10
Weighted average shares 37,626 28,517 36,106 28,428
See accompanying Notes to Consolidated Financial Statements.
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LTX CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months
Ended
January 31,
--------------------
1996 1995
------- -------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income $15,291 $ 2,703
Add (deduct) non-cash items:
Depreciation and amortization 5,239 4,678
Exchange (gain) loss (503) (3)
Original issue discount amortization -- 131
(Increase) decrease in:
Accounts receivable (11,678) 3,167
Inventories (8,606) (2,574)
Other current assets (1,041) (942)
Other assets (26) (6)
Increase (decrease) in:
Accounts payable 994 3,158
Accrued expenses and restructuring charges (2,526) (3,073)
Unearned service revenues and customer advances 2,471 673
------- -------
Net cash provided by (used in) operating activities (385) 7,912
------- -------
CASH USED IN INVESTING ACTIVITIES:
Purchases of held-to-maturity securities (9,889) --
Expenditures for property and equipment, net (9,474) (4,127)
------- -------
Net cash used in investing activities (19,363) (4,127)
------- -------
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds from sale of common stock 55,797 --
Proceeds from stock purchase and option plans 1,164 611
Increase in bank debt 1,682 10
Payments of long-term debt (279) (224)
------- -------
Net cash provided by financing activities 58,364 397
------- -------
Effect of exchange rate changes on cash (553) 33
------- -------
Net increase in cash and equivalents 38,063 4,215
Cash and equivalents at beginning of period 29,183 17,226
------- -------
Cash and equivalents at end of period $67,246 $21,441
======= =======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid during the period for:
Interest $ 1,340 $ 2,575
Income taxes 400 45
See accompanying Notes to Consolidated Financial Statements.
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LTX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying financial statements have been prepared by LTX
Corporation ("the Company"), without audit, and reflect all adjustments
which, in the opinion of management, are necessary for a fair statement
of the results of the interim periods presented. Certain information and
footnote disclosures normally included in the annual financial
statements which are prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly,
although the Company believes that the disclosures are adequate to make
the information presented not misleading, the financial statements
should be read in conjunction with the footnotes contained in the
Company's Annual Report on Form 10-K.
2. The Company considers all highly liquid investments which are readily
convertible to cash and which have original maturity dates of three
months or less to be cash equivalents. Cash equivalents consist
primarily of repurchase agreements and commercial paper.
Effective August 1, 1995 the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (FAS 115). In accordance with FAS 115,
investments in debt securities are classified as trading,
available-for-sale or held-to-maturity. Investments are classified as
held-to-maturity when the Company has the positive intent and ability to
hold those securities to maturity. Held-to-maturity securities are
stated at amortized cost with premiums and discounts amortized to
interest income over the life of the investment.
As of January 31, 1996 all of the Company's short-term investments were
classified as held-to-maturity and consist primarily of commercial paper
and other corporate debt securities, all of which mature prior to July
31, 1996. The fair market value of cash equivalents and short term
investments is substantially equal to the amortized cost.
3. Revenues from product sales are recognized at the time units are
shipped. Service revenues are recognized over the applicable contractual
periods or as services are performed. Revenues from engineering
contracts are recognized over the contract period on a percentage of
completion basis.
4. Inventories are stated at the lower of cost (first-in, first-out) or
market and include material, labor and manufacturing overhead.
Inventories consisted of the following at:
January 31, July 31,
1996 1995
---------- -------
(In thousands)
Raw materials $16,067 $12,388
Work-in-process 27,851 24,680
Finished goods 11,789 10,033
------- -------
$55,707 $47,101
======= =======
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LTX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
5 . Interest expense and income were as follows:
Three Months Six Months
Ended Ended
January 31, January 31,
----------------- -------------------
1996 1995 1995 1995
---- ------ ------ ------
(In thousands)
Expense $603 $1,232 $1,265 $2,575
Income (840) (109) (1,152) (201)
---- ------ ------ ------
Interest expense, net ($237) $1,123 $ 113 $2,374
==== ====== ====== ======
6. Primary and fully diluted net income per share is based on the
weighted average number of shares of common stock and common stock
equivalents outstanding. Common stock equivalents include shares
issuable under stock option plans and warrants to purchase shares. The
Company's Convertible Subordinated Debentures are not common stock
equivalents.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table sets forth for the periods indicated the principal
items included in the Consolidated Statement of Operations as percentages of
total revenues.
Percentage of Net Sales Percentage
----------------------------------------- Increase/(Decrease)
Three Months Six Months ------------------------
Ended Ended Three Months Six Months
January 31, January 31, 1996 1996
----------------- ----------------- Over Over
1996 1995 1996 1995 1995 1995
----- ----- ----- ----- ------------ ----------
Net sales 100.0% 100.0% 100.0% 100.0% 30.1% 31.4%
Cost of sales 60.0 65.1 61.1 65.6 19.8 22.5
----- ----- ----- -----
Gross profit 40.0 34.9 38.9 34.4 49.1 48.4
Engineering and product
development expenses 8.7 9.4 8.6 9.8 19.8 16.5
Selling, general and
administrative expenses 17.6 19.2 17.7 19.3 19.7 20.1
----- ----- ----- -----
Income from operations 13.7 6.3 12.6 5.3 183.5 209.3
Interest (income) expense, net (0.3) 2.3 0.1 2.4 N/M (95.2)
----- ----- ----- -----
Income before income
taxes 14.0 4.0 12.5 2.9 353.5 467.7
Provision for income taxes 0.6 0.2 0.5 0.1 300.0 525.3
----- ----- ----- -----
Net income 13.4% 3.8% 12.0% 2.8% 356.2% 465.7%
===== ===== ===== =====
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales in the three months ended January 31, 1996 were $65.1 million
compared to $50.0 million in the three months ended January 31, 1995, an
increase of 30.1%. Net sales in the six months ended January 31, 1996 were
$127.2 million compared to $96.8 million in the six months ended January 31,
1995, an increase of 31.4%. Sales of the Company's mixed signal and digital
products, as well as service revenues, were all higher, in both the three month
and six month periods ended January 31, 1996, than the three months and six
months ended January 31, 1995. Sales of the Company's digital products were
particularly strong, increasing over 70% in the six months ended January 31,
1996 over the six months ended January 31, 1995.
The gross profit margin was 40.0% of net sales in the three months ended
January 31, 1996 compared to 34.9% in the three months ended January 31, 1995.
In the six months ended January 31, 1996, the gross profit margin was 38.9% of
net sales compared to 34.4% in the six months ended January 31, 1995. The
improvement in the gross profit margin was a result of the combination of lower
fixed manufacturing costs on the higher level of shipments year-to-year, the
benefit from a price increase and cost reduction program for the Synchro mixed
signal test system, along with higher average selling prices for its digital
test systems.
Engineering and product development expenses were $5.6 million, or 8.7%
of net sales, in the three months ended January 31, 1996 compared to $4.7
million, or 9.4% of net sales, in the three months ended January 31, 1995. In
the six months ended January 31, 1996, engineering and product development
expenses were $11.0 million, or 8.6% of net sales, compared to $9.4 million, or
9.8% of net sales, in the six months ended January 31, 1995. The increase in
engineering and product development expenses primarily reflects additional
resources for the Company's continuing product development programs for its
Delta Series test systems.
Selling, general and administrative expenses were $11.5 million, or
17.6% of net sales, in the three months ended January 31, 1996, compared to
$9.6 million, or 19.2% of net sales, in the three months ended January 31, 1995.
In the six months ended January 31, 1996, selling, general and administrative
expenses were $22.5 million, or 17.7% of net sales, compared to $18.7 million,
or 19.3% of net sales, in the six months ended January 31, 1995. The increase
in selling, general and administrative expenses primarily reflects the addition
of new employee benefit programs in fiscal-year 1996 and added sales commissions
and travel costs on the higher level of sales year-to-year.
Net interest income was $0.2 million in the three months ended January
31, 1996 compared to net interest expense of $1.1 million in the three months
ended January 31, 1995. In the six months ended January 31, 1996, net interest
expense was $0.1 million compared to $2.4 million in the six months ended
January 31, 1995. The reduction in interest expense was a result of the
conversion of the Company's 13 1/2% Convertible Subordinated Debentures Due 2011
into common stock in July 1995. The increase in interest income was a result of
income generated on the proceeds from the sale of the Company's common stock in
early October 1995.
The tax provision of $0.4 million in the three months ended January 31,
1996, and $0.6 million for the six months ended January 31, 1996, reflected
certain state and foreign tax provisions. The Company is in a net operating
loss carryforward position in most tax jurisdictions.
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The Company had net income of $8.7 million, or $0.23 per share, in the
three months ended January 31, 1996, compared to net income of $1.9 million, or
$0.07 per share, in the three months ended January 31, 1995. In the six months
ended January 31, 1996, the Company had net income of $15.3 million, or $0.42
per share, compared to net income of $2.7 million, or $0.10 per share, in the
six months ended January 31, 1995. The significant improvement in
profitability was a result of the combination of higher shipment levels, the
improvement in the gross profit margin and the reduction in operating expenses
as a percentage of net sales.
LIQUIDITY AND CAPITAL RESOURCES
Cash and equivalents were $67.2 million at January 31, 1996 compared to
$29.2 million at July 31, 1995. In addition, the Company had $9.9 million in
short-term investments at January 31, 1996. The increase in cash and
equivalents, together with short-term investments, was largely a result of the
$55.8 million in net proceeds from the sale of 5,250,000 shares of common stock
in October 1995. The Company used $0.4 million in net cash from operating
activities and used $9.5 million of net cash for property and equipment
additions during the six months ended January 31, 1996.
The slight negative net cash flow from operating activities was a result
of the net income for the period, before non-cash depreciation charges, offset
by an increase in working capital requirements in the period, primarily for
accounts receivables and inventories. The increase of $11.7 million in accounts
receivable relates to the higher level of shipments in the six months ended
January 31, 1996, together with the effect of increased shipments to
international customers with longer payment cycles. The increase of $8.6
million in inventories during the six months ended January 31, 1996 primarily
reflected an increase to meet the higher shipment levels. The increase in
unearned service revenues and customer advances during the six months ended
January 31, 1996 was a result of advance payments received from customers for
future equipment deliveries. The Company had a restructuring reserve of $1.9
million remaining at January 31, 1996 to cover the estimated future cash flow
relating primarily to excess leased facilities. During the six months ended
January 31, 1996, cash outflows for excess leased facilities were $3.9 million
and $0.3 million for severance payments. At January 31, 1996, the Company had
working capital of $130.0 million and a ratio of current assets to current
liabilities of 3.5 to 1.0.
Net additions to property and equipment of $9.5 million in the six month
period exceeded depreciation charges of $5.2 million. Property and equipment
additions during the period were primarily for product development and customer
support activities, as well as leasehold improvements to the Company's facility
in Massachusetts.
The Company's Japanese subsidiary had bank borrowings of $8.7 million at
January 31, 1996, compared to $8.5 million at July 31, 1995. The Company
renewed its $5.0 million line of credit, on an unsecured basis, and obtained a
$2.0 million line of credit for equipment financing with its domestic bank
effective December 1995. The Company had no borrowings outstanding under its
domestic bank line or equipment line at January 31, 1996 or its bank line at
July 31, 1995.
Management believes that the Company has sufficient cash resources to
meet its remaining fiscal 1996 requirements. These resources include existing
cash and short-term investment balances, borrowing availability under domestic
and Japanese bank lines, and future cash flows from operations. The foregoing
statements are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 which involve risks and uncertainties
including, but not limited to, the effect of economic conditions, conditions in
the semiconductor industry, the results of financing efforts and the other
factors set forth below under the caption "Forward-looking Statements".
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FORWARD-LOOKING STATEMENTS
The Company may from time to time make disclosures which contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve risks
and uncertainties including, but not limited to, the following important factors
that could cause actual results to differ materially from those in the
forward-looking statement:
Cyclicality of Semiconductor Industry
- -------------------------------------
The Company's business is largely dependent upon the capital
expenditures of semiconductor manufacturers. The semiconductor industry is
highly cyclical and has historically experienced recurring periods of
oversupply, which often have had a severely detrimental effect on such
industry's demand for test equipment. No assurance can be given that the
Company's business and results of operations will not be materially adversely
affected if downturns or changes in any particular market segments of the
semiconductor industry occur in the future, especially if all of the market
segments in which the Company participates experience downturns at the same
time.
Fluctuations in Sales and Operating Results
- -------------------------------------------
Given the relatively large selling prices of the Company's test systems,
sales of a limited number of test systems account for a substantial portion of
sales in any particular fiscal quarter and a small number of transactions could
therefore have a significant impact on sales and gross margins for that fiscal
quarter. The Company's sales and operating results have fluctuated and could in
the future fluctuate significantly from period to period, including from one
quarterly period to another, due to a combination of factors, including the
cyclical demand of the semiconductor industry, the large selling prices of the
Company's test systems (which typically result in a long selling process),
competitive pricing pressures and the mix between and configuration of digital
and linear/mixed signal and discrete component test systems sold in a particular
period. The impact of these and other factors on the Company's sales and
operating results in any future period cannot be forecast with accuracy. In
addition, the need for continued investment in research and development, for
capital equipment requirements and for extensive worldwide customer support
capability results in significant fixed costs which would be difficult to reduce
in the event that the Company does not meet its sales objectives.
Importance of New Product Introductions
- ---------------------------------------
The semiconductor test equipment ( STE ) market is subject to rapid
technological change and new product introductions, as well as advancing
industry standards. The development of increasingly complex semiconductors and
the utilization of semiconductors in a broader spectrum of products has driven
the need for more advanced test systems to test such devices at an acceptable
cost. The Company's ability to remain competitive in the digital, linear and
mixed signal integrated circuit ( IC ) and discrete component markets will
depend upon its ability to successfully enhance existing test systems and
develop new generations of test systems and to introduce these new products on a
timely and cost-effective basis. The Company also has to manufacture its
products in volume at a competitive price and on a timely basis to enable
customers to integrate them into their operations as they begin to produce their
next generation of semiconductors. The Company's failure to have a competitive
test system available when required by a semiconductor manufacturer would make
it substantially more difficult for the Company to sell test systems to that
manufacturer for a number of years. The Company has in the past experienced
delays in introducing certain of its products and enhancements, and there can be
no assurance that it will not encounter technical or other difficulties that
could in the future delay the introduction of new products or enhancements. If
new products have reliability or functionality problems, reduced orders, higher
manufacturing costs, delays in collecting accounts receivable and additional
warranty expense may result, which could reduce gross margins on new
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product sales. The Company's newly introduced Delta Series of products
is subject to the risks associated with new product introductions, including the
risk that reliability or functionality problems could increase expenses and
reduce gross margins on new product sales. Furthermore, announcements by the
Company or its competitors of new products could cause customers to defer or
forego purchases of the Company's existing products, which would also adversely
affect the Company's business and results of operations. There can be no
assurance that the Company will be successful in the introduction and volume
manufacture of its new products, that such introduction will coincide with the
development by semiconductor manufacturers of their next generation
semiconductors or that such products will satisfy customer needs or achieve
market acceptance. The failure to do so could materially adversely affect the
Company's business and results of operations.
Highly Competitive Industry
- ---------------------------
The STE industry is highly competitive in all areas of the world. Most
of the Company's major competitors have substantially greater financial
resources and some have more extensive engineering, manufacturing, marketing and
customer support capabilities than the Company. The Company expects its
competitors to continue to improve the performance of their current products and
to introduce new products with improved price and performance characteristics.
The Company principally competes on the basis of performance, cost of test,
reliability, customer service, applications support, price and ability to
deliver its products on a timely basis. New product introductions by the
Company's competitors could cause a decline in sales or loss of market
acceptance of the Company's existing products and could prevent the successful
introduction of the Company's new products. In addition, increased competitive
pressure could lead to intensified price-based competition, resulting in lower
prices and adversely affecting the Company's business and results of operations.
The Company believes that to remain competitive it will require significant
financial resources for investment in new product development and for the
maintenance of customer support centers worldwide. There can be no assurance
that the Company will be able to compete successfully in the future.
Customer Concentration
- ----------------------
The loss of a major customer or reduction in orders by major customers,
including reductions due to market or competitive conditions in the
semiconductor industry, has had in the past and would have in the future an
adverse effect on the Company's business and results of operations. In
addition, the Company's ability to increase its sales will depend in part upon
its ability to obtain orders from new customers. The loss of one or more of its
top ten customers could have a material adverse effect on the Company's business
and results of operations.
Dependence upon Key Personnel
- -----------------------------
The Company's success is dependent upon certain key management and
technical personnel. There is intense competition for a limited number of
qualified employees among companies in the semiconductor test equipment
industry, and the loss of certain of the Company's employees or an inability to
attract and motivate highly skilled employees could adversely affect its
business.
Dependence upon Key Suppliers
- -----------------------------
Most of the components for the Company's products are available from a
number of different suppliers; however, certain components are purchased from a
single supplier. Any disruption or termination of supply of components,
particularly single source components, could have an adverse effect on the
Company's business and results of operations.
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Acquisitions
- ------------
The Company from time to time may acquire technologies, product lines or
businesses that are complementary to those of the Company. Although the Company
believes that integration of acquired technologies, product lines and businesses
will result in long term growth and profitability, there can be no assurance
that the Company will be able to successfully negotiate finance or integrate
such acquired technologies, product lines or businesses. Furthermore, the
integration of an acquired company or business may cause a diversion of
management time and resources. There can be no assurance that a given
acquisition, if consummated, would not materially adversely affect the Company.
Proprietary Rights
- ------------------
The Company's future success depends in part upon its proprietary
technology. Although the Company attempts to protect its proprietary technology
through a combination of contract provisions, trade secrets, copyrights and
patents, it believes that its future success depends more upon its engineering,
manufacturing, marketing and service skills. There can be no assurance that the
steps taken by the Company to protect its proprietary rights will be adequate to
prevent misappropriation of its technology or the independent development by
others of similar technology. Although there are no pending actions against the
Company regarding any patents, no assurance can be given that infringement
claims by third parties will not have a material adverse effect on the Company's
business and results of operations.
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PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits 27 - Financial Data Schedules
(b) There were no reports on Form 8-K filed during the three months
ended January 31, 1996.
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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.
LTX Corporation
Date: March 11, 1996 By: /s/ Roger W. Blethen
-------------------- -----------------------------------------
Roger W. Blethen
President
Date: March 11, 1996 By: /s/ Martin S. Francis
-------------------- -----------------------------------------
Martin S. Francis
President
Date: March 11, 1996 By: /s/ John J. Arcari
-------------------- -----------------------------------------
John J. Arcari
Treasurer
Chief Financial Officer
(Principal Financial Officer)
Date: March 11, 1996 By: /s/ Glenn W. Meloni
-------------------- -----------------------------------------
Glenn W. Meloni
Controller
(Principal Accounting Officer)
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