FORM 10-Q SB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended: June 30, 1995
Commission File Number: 0-11370
CerProbe Corporation
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(Exact Name of Registrant As Specified In Its Charter)
Delaware 86-0312814
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(State of Incorporation) (IRS E.I.N.)
600 South Rockford Drive, Tempe, Arizona 85281
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(Address of Principal Executive Offices) (Zip Code)
(602) 967-7885
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(Registrant's Telephone Number Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (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 ninety (90) days. Yes X No
--- ----
4,069,517 Shares of Common Stock issued and outstanding as of July 25, 1995
--------------------------------------------------------------------------------
(Number of Shares of Common Stock Outstanding)
Traditional Small Business Disclosure Format (check one):
Yes No X
---------- ----------
This Report Consists of 14 Pages
CERPROBE CORPORATION
--------------------
(INDEX)
Page Number
-----------
Part I.
Financial Information
Balance Sheets -
at June 30, 1995 and December 31, 1994 3
Statements of Operations and Retained Earnings (Deficit)
- Six and Three Months Ended June 30, 1995 and June 30, 1994 4
Statements of Cash Flows - Six Months
Ended June 30, 1995 and June 30, 1994 5
Notes To Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II
Other Information 12
CERPROBE CORPORATION
BALANCE SHEETS
June 30, 1995 December 31
(unaudited) 1994
ASSETS -------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 1,100,819 $ 738,319
Trade accounts receivable, net of allowance for
doubtful accounts (Notes B & D) 3,248,569 2,201,712
Inventories (Notes C & D) 2,246,758 1,693,198
Deferred income taxes 45,879 93,974
------------ ------------
TOTAL CURRENT ASSETS 6,642,025 4,727,203
------------ ------------
PROPERTY AND EQUIPMENT (Notes D and E)
Manufacturing tools and equipment 3,957,916 3,056,849
Office furniture and equipment 1,563,388 839,521
Leasehold improvements 500,389 439,894
Construction in progress 110,512 41,620
Patents and technology 116,875 0
Computer software 39,775 39,775
------------ ------------
6,288,855 4,417,659
Less accumulated depreciation and amortization (2,922,734) (2,271,579)
------------ ------------
3,366,121 2,146,080
------------ ------------
GOODWILL, net of amortization 2,056,024 0
OTHER ASSETS 96,050 142,090
------------ ------------
TOTAL ASSETS $ 12,160,220 $ 7,015,373
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 838,543 $ 443,559
Accrued payroll and related taxes 644,743 204,297
Accrued income taxes 219,701 376,442
Other accrued expenses 174,619 32,907
Grant/Loan Scotland 10,925 3,602
Deferred revenue 37,874 46,656
Current portion of long-term debt (Note E) 302,799 100,312
------------ ------------
TOTAL CURRENT LIABILITIES 2,229,204 1,207,775
------------ ------------
DEFERRED RENT 26,146 35,374
LONG TERM DEFERRED REVENUE 48,889 58,554
LONG TERM DEBT (Note E) 429,315 195,716
SUBORDINATED DEBENTURES (Note E) 595,000 595,000
STOCKHOLDERS' EQUITY:
Common stock, par value $.05 per share:
Authorized, 10,000,000 shares;
Issued and outstanding 4,009,517 and 3,223,351 200,476 161,167
Additional paid-in-capital 6,386,530 3,685,432
Foreign currency translation 1,059 12,138
Retained earnings 2,243,601 1,064,217
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 8,831,666 4,922,954
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 12,160,220 $ 7,015,373
============ ============
CERPROBE CORORATION
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (DEFICIT)
(Unaudited)
Six Months Ended Three Months Ended
June 30 June 30
----------------------- ------------------
1995 1994 1995 1994
---- ---- ---- ----
NET SALES $11,134,194 $6,734,286 $6,171,529 $3,395,927
COST OF GOODS SOLD 5,839,115 3,797,828 3,148,314 1,898,221
----------- ---------- ---------- ----------
GROSS MARGIN 5,295,079 2,936,458 3,023,215 1,497,706
----------- ---------- ---------- ----------
EXPENSES:
Engineering and product
development 329,323 203,988 208,186 109,471
Selling, general and
administrative 2,912,433 1,549,274 1,763,010 813,309
----------- ---------- ---------- ----------
3,241,756 1,753,262 1,971,196 922,780
----------- ---------- ---------- ----------
OPERATING INCOME 2,053,323 1,183,196 1,052,019 574,926
----------- ---------- ---------- ----------
OTHER REVENUE AND (EXPENSES):
Interest expense (83,934) (71,771) (47,466) (36,075)
Other income 114,995 24,408 52,096 15,578
----------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 2,084,384 1,135,833 1,056,649 554,429
PROVISION FOR INCOME TAXES 905,000 390,000 442,000 181,000
----------- ---------- ---------- ----------
NET INCOME 1,179,384 745,833 614,649 373,429
DIVIDENDS PAID (89,477) (89,477)
RETAINED EARNINGS (DEFICIT),
beginning of period 1,064,217 (59,129) 1,628,952 313,275
----------- ---------- ---------- ----------
RETAINED EARNINGS (DEFICIT),
end of period $2,243,601 $597,227 $2,243,601 $597,227
========== ========== ========== =========
NET INCOME PER COMMON
EQUIVALENT SHARE
PRIMARY:
NET INCOME PER SHARE $0.31 $0.23 $0.15 $0.11
========== ========== ========== =========
WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT
SHARES OUTSTANDING 3,815,297 3,270,681 4,194,089 3,299,604
========== ========== ========== =========
FULLY DILUTED:
NET INCOME PER SHARE $0.26 $0.19 $0.13 $0.09
========== ========== ========== =========
WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT
SHARES OUTSTANDING 4,499,737 3,952,929 4,858,662 3,952,929
========== ========== ========== =========
CERPROBE CORPORATION
STATEMENTS OF CASH FLOW
(UNAUDITED)
Six months ended June 30
---------------------------
1995 1994
--------- --------
OPERATING ACTIVITIES:
Net income $ 1,179,384 $ 745,833
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 167,230 189,687
Gain on sale of fixed assts 6,444 (50)
Deferred income taxes 48,095
Changes in operating assets and liabilities:
Trade accounts receivable (276,105) (533,898)
Inventories (402,893) (232,179)
Other assets (62,671) 31,263
Trade accounts payable and other
accrued expenses 167,028 226,259
Accrued payroll and related taxes 342,325 17,676
Accrued income taxes (156,741) 264,180
Deferred rent and other revenue (20,352) (13,539)
----------- -----------
Net cash provided by
operating activities 991,744 695,232
----------- -----------
INVESTING ACTIVITIES:
Capital expenditures (573,015) (728,123)
Cost incurred in Fresh Test Technology
acquisition (402,865)
Cash acquired in purchase of
Fresh Test Technology 321,167
Proceeds from sale of fixed assets 43,613 50
----------- -----------
Net cash used in investing activities: (611,100) (728,073)
----------- -----------
FINANCING ACTIVITIES:
Dividends paid (89,477)
Proceeds from issuance of long-term debt (88,983)
Principal payments on long-term debt and
capital lease (95,582)
Net proceeds from issuance of common stock 77,438 6,379
----------- -----------
Net cash used in financing activities (18,144) (172,081)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 362,500 (204,922)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 738,319 509,446
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,100,819 304,524
=========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Property acquired under capital lease $ 266,455
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION :
Interest paid $ 69,311 $ 58,277
=========== ===========
Income taxes paid $ 1,060,476 $ 101,817
=========== ===========
Issuance of stock for purchase of assets
and assumption of liabilities of
Fresh Test Technology $ 2,662,969
=========== ===========
CERPROBE CORPORATION
NOTES TO FINANCIAL STATEMENTS
PERIOD ENDING JUNE 30, 1995
A. NOTE TO FINANCIAL STATEMENT (UNAUDITED)
The balance sheet as of June 30, 1995, the statements of operations for
the six and three month periods ended June 30, 1995 and June 30, 1994,
and the statements of cash flows for the six month periods ended June
30, 1995 and June 30, 1994 have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows for all
periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. It is suggested
that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's 1994
Annual Report. The results of operations of the interim periods are not
necessarily indicative of the results to be obtained for the entire
year.
B. ALLOWANCE FOR DOUBTFUL ACCOUNTS
The allowance for doubtful accounts at June 30, 1995 and December 31,
1994 was $69,000 and $23,000, respectively.
C. INVENTORIES
Inventories are stated at the lower of cost (determined on the
first-in, first-out method) or market and consist of the following:
June 30, December 31,
1995 1994
---------- -------------
Raw Materials $1,115,197 $777,199
Work-In-Process 1,233,561 967,999
Reserve for Obsolete Inventory (102,000) (52,000)
------------ -----------
Total $2,246,758 $1,693,198
============ ===========
D. NOTES PAYABLE
On June 12, 1995, CerProbe Corporation (the "Company") renewed a loan
agreement with First Interstate Bank. The loan agreement provides up to
$750,000 in revolving credit for accounts receivable financing.
The revolving credit agreement expires April 27, 1996. The revolving
credit agreement was collaterized by accounts receivable, inventories,
equipment, contract rights and intangibles. At June 30, 1995, there was
no amount outstanding under this agreement.
As of June 12, 1995, the interest rate under the revolving credit
agreement is 0.25 percent above the First Interstate Bank index rate.
The index rate as of June 30, 1995 was 9.00%.
On April 3, 1995, due to the acquisition of Fresh Test Technology, the
Company acquired three notes payable. One note is for an exclusive
license for probe card technology which provides for monthly payments
of $2,500 per month. At June 30, 1995 the outstanding balance was
$22,500. The other notes are payable to a former officer and director
of Fresh Test Technology. At June 30, 1995 the outstanding balance was
$100,303.79. These two notes were paid in full on July 17, 1995.
E. LONG-TERM DEBT AND COMMITMENTS
In March and April 1991, the Company issued $1,000,000 in aggregate
principal amount of Convertible Subordinated Debentures. The Debentures
are convertible into shares of the Company's Common Stock at a
conversion price equal to $1.00 per share, subject to adjustment. To
assist the Company in meeting the minimum stockholders' equity
requirement for listing on NASDAQ, certain holders of the Debentures
agreed to convert $360,000 in principal amount of the Debentures into
360,000 shares of the Company's Common Stock in October 1992. On
September 3, 1993, $5,000 in principal amount of the Debentures was
converted into 5,000 shares of the Company's Common Stock. On September
21, 1994, an additional $40,000 in principal amount of the Debentures
was converted into 40,000 shares of the Company's Common Stock.
Accordingly, $595,000 in principal amount of the Debentures was
outstanding at June 30, 1995, $495,000 of which is due in December 1996
($480,000 of which bears interest at 12 1/2% and $15,000 of which bears
interest at 25%, payable semi-annually in June and December of each
year) and the remaining $100,000 of which is due in March 1996 and
bears interest at 25% payable quarterly in January, April, July and
October of each year. The proceeds from the sale of the Debentures were
used by the Company to refinance $440,000 of short term indebtedness,
purchase capital equipment, and provide additional working capital.
In May 1993, the Company signed a Lease Agreement with Norwest
Equipment Finance, Inc. The agreement provided up to $200,000 on open
credit for a term of 36 months for equipment leasing. The interest rate
is 7.785%. In accordance with this agreement, in 1993, various
manufacturing equipment with an aggregate cost of $160,798 was leased
from Norwest Equipment Finance, Inc. The long term portion of the
Norwest Equipment Finance, Inc. leases was $7,224 on June 30, 1995.
In December 1994, the Company re-negotiated the equipment leasing
arrangement with Norwest Equipment Finance, Inc. in the aggregate
amount of up to $500,000. The lease term varies from 36 months to 60
months depending on the equipment leased. Pursuant to the lease, the
Company is required to make monthly lease payments together with
interest at a rate fixed at the obligation of the lease with respect to
any equipment. As of June 30, 1995, the Company had leased no equipment
pursuant to this new arrangement.
7
In June 1994, the Company signed a Lease Agreement with First
Interstate Bank of Arizona. The agreement provided up to $2,000,000 on
open credit for a term of 11 months for equipment leasing. In
accordance with this agreement, on March 15, 1995, various
manufacturing equipment with an aggregate cost of $95,200 was leased
from First Interstate Bank of Arizona. The interest rate is 9.18%. The
long term portion of the First Interstate Bank of Arizona lease was
$74,770 on June 30, 1995. In addition, on April 11, 1995, various
manufacturing equipment with an aggregate cost of $171,255 was leased
from First Interstate Bank of Arizona. The interest rate is 8.96%. The
long term portion of the First Interstate Bank of Arizona lease was
$127,934 on June 30, 1995.
In June 1995, the Company renewed the Lease Agreement with First
Interstate Bank of Arizona. The new agreement provides up to $1,000,000
on open credit for a term of 11 months for equipment leasing. As of
June 30, 1995, the Company had leased no equipment pursuant to this new
arrangement.
In August 1994, the Company signed a Lease Agreement with PFC, Inc. The
agreement provided up to $1,000,000 on open credit for a term of 11
months for equipment leasing. The interest rate is 8.777%. In
accordance with this agreement, on August 9, 1994, various
manufacturing equipment with an aggregate cost of $190,233 was leased
from PFC, Inc. The long term portion of the PFC, Inc. lease was
$127,934 on June 30, 1995.
On July 18, 1995, the Company signed a new building lease for the Santa
Clara, California facility for seven years and one month commencing on
August 1, 1995 and ending on August 30, 2002.
On June 30, 1995, the Company signed a new building lease for the
Westboro, Massachusetts facility for five years commencing on July 1,
1995 and ending June 30, 2000.
On June 29, 1995, the Company signed a month-to-month lease for the
Colorado customer service office. The lease provides that either the
landlord or the tenant, without cause or approval of the other party,
may terminate this lease upon 30 days written notice.
On June 23, 1995, the Company signed a letter of intent to lease the
building for the Singapore facility for three years commencing on
September 3, 1995 and ending on September 2, 1998.
Pursuant to the acquisition of Fresh Test Technology on April 3, 1995,
the Company acquired a building lease for the Chandler, Arizona
facility for two years commencing on November 1, 1993 and ending
October 31, 1995. Additional building space was leased for the
Chandler, Arizona facility for five years commencing on December 1,
1993 and ending on November 30, 1998. Additional building space was
leased for three years commencing on October 8, 1990 and ending on
October 7, 1993. This lease was amended for an additional three years
commencing on November 3, 1992 and ending on November 2, 1995. This
facility is currently subleased to another tenant for twenty months
commencing on February 1, 1994 and ending on October 31, 1995.
F. PRO FORMA DATA - FRESH TEST TECHNOLOGY ACQUISITION
Six Months Ended Three Months Ended
June 30 Ended June 30
----------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
Net sales 12,637,352 8,444,229 6,171,529 2,793,122
Net income (loss) 1,256,310 557,089 614,649 371,945
Primary earnings
per share .26 .14 .15 .11
Fully diluted earnings .23 .12 .13 .09
per share
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Since its inception in 1976, the Company has engaged primarily in developing,
manufacturing and marketing electronic testing products such as probe cards and
automated testing equipment interface products. Manufacturing and repair
operations are conducted at the Company's corporate headquarters in Tempe,
Arizona and at its regional facilities in Santa Clara, California, Austin, Texas
and Westboro, Massachusetts. Product sales are made both by Company sales people
and by distributors. On February 9, 1994, the Company established CerProbe
Europe, Limited, a wholly-owned subsidiary of the Company. The operations of
CerProbe Europe are located in Scotland and are similar to those of its parent.
On April 3, 1995, the Company completed the acquisition of Fresh Test Technology
Corporation. In connection with the acquisition, Cerprobe issued 712,500 shares
of its common stock to the shareholders of Fresh Test Technology Corporation.
Fresh Test Technology, based in Chandler, Arizona, was founded in 1987 and
specializes in the design and manufacturing of controlled impedance, high
frequency, ATE interface boards and systems for testing digital, mixed signals
and analog integrated circuits. This acquisition will allow the combination of
product lines and the consolidation of engineering expertise to provide
customers with a single source for their wafer test fixturing needs.
SECOND QUARTER OF 1995 AND 1994 COMPARISONS
- RESULTS OF OPERATIONS
Revenues for the second quarter of 1995 were $6,171,529 compared with $3,395,927
for the second quarter of 1994, an increase of 82 percent. Revenues for the
first six months of 1995 were $11,134,194 compared with $6,734,826 for the
comparable period last year, an increase of 65 percent. Income before income
taxes for the second quarter was $1,056,649 compared with $554,929 for the
second quarter of 1994, an increase of 91%. Income before income taxes for the
fist six months of 1995 were $2,084,384 compared with $1,135,833 for the
comparable period last year, an increase of 84 percent. Net income for the
second quarter of 1995 was $614,649 compared with $373,429 for the second
quarter of 1994, an increase of 65 percent. Net income for the first six months
of 1995 were $1,179,384 compared with $745,833 for the comparable period last
year, an increase of 58 percent.
Gross margin for the six months of 1995 was $5,295,079 compared with $2,936,458
for the comparable period last year. Gross margin as a percentage of sales
increased from 43.60 percent in 1994 to 47.56 percent in 1995. The increase in
gross margin resulted primarily from the increase in net sales and the positive
effect of inventory and direct labor costs being spread over a larger revenue
base. Total selling, general and administrative (SG&A) for the six months of
1995 was $3,241,756 compared with $922,780 for the comparable period last year.
Total SG&A as a percentage of sales increased from 27.17 percent in 1994 to
29.12 percent in 1995. The increase in total SG&A resulted primarily from the
increase of fixed costs due to the Company's continued facility expansion and
acquisition of Fresh Test Technology.
The Company has used all of its available loss carryforwards and has begun to
feel the full impact of the income tax rates. Additionally, for the six months
ended June 30, 1995, the Company's full service manufacturing facility in
Scotland experienced a net loss of $310,249, with no resulting tax benefit,
which translates into a $.07 primary and $.06 fully diluted effect on earnings
per share for the year. The Scottish facility is expected to continue to have
some negative impact on earnings through the third quarter 1995, but less than
that felt in 1994.
The Company's wholly-owned subsidiary, Cerprobe Europe Ltd., continued
production, training and the build up of inventory in the second quarter.
Scotland accounted year-to-date for revenues of $156,759. Capital and training
grants from the local Economic Development Agency helped defray start up costs
for this facility and are being recognized as income over 36 months.
LIQUIDITY AND CAPITAL RESOURCES
On June 12, 1995, the Company signed a Loan Agreement with First Interstate Bank
of Arizona. First Interstate's Loan Agreement provides up to $750,000 in
revolving credit for accounts receivable financing. The interest rate on the
revolving credit agreement is 0.25 percentage points above the First Interstate
index rate.
The Company entered into an equipment financing arrangement with Norwest
Equipment Finance in May 1993. The Company has leased equipment valued at
$160,798 for a term of 36 months. The interest rate is 7.785%. At the end of the
lease term, the Company will purchase the equipment for $1.00.
The Company entered into an equipment financing arrangement with First
Interstate in June 1994. The Company has leased equipment valued at $95,200 for
a term of 60 months. The interest rate is 9.18%. At the end of the lease term,
the Company will purchase the equipment for $1.00. On June 12, 1995, the Company
renewed the Lease Agreement with First Interstate Bank of Arizona. No equipment
has been leased pursuant to this new arrangement.
The Company entered into an equipment financing arrangement with PFC, Inc. in
August 1994. The Company has leased equipment valued at $190,233 for a term of
60 months. The interest rate is 8.777%. At the end of the lease term, the
Company will purchase the equipment for $1.00.
On July 7, 1994, CerProbe Europe Ltd. signed a month-to-month building lease for
the East Kilbride, Scotland facility. In November 1994, the Company approved a
formal lease for five years commencing on August 28, 1994 and ending August 27,
1999. The lease provides that unless the tenant gives a six week notice prior to
the end of the term, the lease will continue to run year to year.
In 1994, the Company received a grant from Locate in Scotland, an economic
development agency of the British government. The Company has already met 2 of
the 3 tiers with respect to the grant and has received pound 70,000
(approximately $113,000 at the exchange rate in effect on June 30, 1995). The
receipt of the funds pursuant to the grant has helped the Company defray
start-up expenses in connection with establishing this facility.
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
a. None
Item 2 Changes in Securities
a. None
Item 3 Defaults on Senior Securities
a. None
Item 4 Submission of Matters to Vote of Security Holders
a. The annual meeting of the stockholders of the
Company was held on June 27, 1995 in Tempe, Arizona.
The table below briefly describes the proposals and
results from the annual meeting of the stockholders.
1. Election of Directors For Against Withheld Abstain
--- ------- -------- -------
Ross J. Mangano 3,065,774 0 2,336 0
C. Zane Close 3,065,574 0 2,536 0
Kenneth W. Miller 2,944,724 0 123,386 0
Donald F. Walter 2,936,524 0 131,586 0
William A. Fresh 2,944,524 0 123,586 0
For Against Withheld Abstain
--- ------- -------- -------
2. Proposal to Approve 2,079,858 132,530 0 9,915
the Company's 1995
Stock Option Plan
3. For Against Withheld Abstain
--- ------- -------- -------
Ratify Appointment 3,065,394 598 0 2,118
of KPMG Peat Marwick
as Independent
Auditors of the Company
for the Fiscal Year ending
December 31, 1995.
Item 5 Other Information
a. Appointment of Officers and Directors
1. On April 7, 1995, the Company appointed Robert
K. Bench as Chief Financial Officer.
2. On April 7, 1995, the Company appointed William
A. Fresh as a Director.
Item 6 Exhibits and Reports on Form 8K
a. Exhibits required by Item 601 of Regulation S-K
1. Lease Agreement between the Company and Realtec
Properties I, L.P. dated July 17, 1995.
2. Lease Agreement between the Company and East
Point Realty Trust dated June 30, 1995
3. Amendment to Loan Agreement between the Company
and First Interstate Bank of Arizona, N.A. dated
April 30, 1995 and related Promissory Note.
4. Amendment to Master Lease Agreement between the
Company and First Interstate Bank of Arizona,
N.A. dated April 30, 1995.
5. Letter of intent between the Company and
Technology Parks PTE, LTD dated June 23, 1995 to
lease a building for the Singapore facility.
b. Reports on Form 8-K
1. Form 8-K/A2 filed on April 3, 1995 to report the
acquisition of Fresh Test Technology. The
following financial statements were filed with
the form 8-K/A2:
Pro Forma Condensed Combined Statements of
Earnings (unaudited) for Year Ended December 31,
1994.
Pro Forma Condensed Combined Balance Sheet
(unaudited) as of March 31, 1995.
Pro Forma Condensed Combined Statement of
Earnings (unaudited) for the Three Months Ended
March 31, 1995.
Notes to Pro Forma Condensed Combined Financial
Statements.
Fresh Test Technology Corporation Financial
Statements as of March 31, 1994 and 1993.
2. Form 8-K filed on April 19, 1995 to report a
change in certifying accountants. KPMG Peat
Marwick was appointed as the Company's
independent auditors for the fiscal year 1995.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CERPROBE CORPORATION
/s/ C. Zane Close
---------------------
C. Zane Close
President, Chief Executive Officer
July 25, 1995