UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q / X / Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 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 333-32195 WAVETEK CORPORATION (Exact Name of Registrant as Specified in Its Charter) DELAWARE 33-0457664 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 11995 EL CAMINO REAL, SUITE 301 SAN DIEGO, CALIFORNIA 92130 (Address of Principal Executive Offices) (Zip Code) (619) 793-2300 Registrant's Telephone Number, Including Area Code NOT APPLICABLE Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report. 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. As of February 10, 1998, Registrant had only one class of common stock, of which there were 4,884,860 shares outstanding. WAVETEK CORPORATION FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1997 TABLE OF CONTENTS Page ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Balance Sheets as of December 31, 1997 and September 30, 1997.......................................... 3 Consolidated Statements of Income for the Three Months Ended December 31, 1997 and December 31, 1996................... 4 Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1997 and December 31, 1996.................. 5 Notes to Consolidated Financial Statements....................... 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................. 14 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS................................................ 19 ITEM 2. CHANGES IN SECURITIES............................................ 19 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................. 19 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............. 19 ITEM 5. OTHER INFORMATION................................................ 19 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................. 19 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WAVETEK CORPORATION CONSOLIDATED BALANCE SHEETS (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA) DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------ ------------- (Unaudited) (Note) ASSETS Current assets: Cash and cash equivalents........................... $ 3,407 $ 5,695 Short-term investments, available for sale.......... 996 996 Accounts receivable (less allowance for doubtful accounts of $970 at December 31, 1997 (unaudited) and $851 at September 30, 1997).................... 26,035 25,860 Inventories......................................... 15,815 15,937 Refundable income taxes............................. 437 616 Deferred income taxes............................... 3,611 3,611 Other current assets................................ 1,398 1,730 --------- --------- Total current assets................................. 51,699 54,445 Property and equipment, net.......................... 15,106 15,110 Deferred debt issuance costs, net.................... 4,155 4,233 Intangible assets, net............................... 3,207 3,281 Deferred income taxes................................ 101 101 Other assets......................................... 2,307 183 --------- --------- Total assets......................................... $ 76,575 $ 77,353 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable to banks.............................. $ 4,336 $ 3,859 Trade accounts payable.............................. 13,118 13,356 Accrued compensation................................ 5,532 6,034 Income taxes payable................................ 583 522 Other current liabilities........................... 6,543 9,847 Current maturities of long-term obligations......... 2,968 1,972 --------- --------- Total current liabilities............................ 33,080 35,590 Long-term obligations, less current maturities....... 111,945 112,972 Deferred income and other liabilities................ 2,400 431 Commitments and contingencies........................ Stockholders' equity (deficit): Common stock, par value $.01; authorized, 15,000 shares; issued and outstanding, 4,885 shares....................................... 49 49 Additional paid-in capital.......................... 43,741 43,741 Accumulated deficit................................. (114,470) (115,048) Foreign currency translation adjustments............ (170) (382) --------- --------- Total stockholders' equity (deficit)................. (70,850) (71,640) --------- --------- Total liabilities and stockholders' equity (deficit). $ 76,575 $ 77,353 --------- --------- --------- --------- Note: The balance sheet at September 30, 1997 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See accompanying notes. 3 WAVETEK CORPORATION CONSOLIDATED STATEMENTS OF INCOME (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 1996 -------- -------- Sales ......................................... $ 35,775 $ 42,495 Cost of goods sold ............................ 15,749 21,002 -------- -------- Gross margin .................................. 20,026 21,493 Operating expenses: Marketing and selling......................... 9,062 9,095 Research and development...................... 4,278 3,646 General and administrative.................... 2,652 2,741 -------- -------- 15,992 15,482 -------- -------- Operating income .............................. 4,034 6,011 Non-operating income (expense): Interest income .............................. 70 48 Interest expense ............................. (2,971) (113) Other, net ................................... (169) (395) -------- -------- (3,070) (460) -------- -------- Income before provision for income taxes....... 964 5,551 Provision for income taxes .................... 386 2,006 -------- -------- Net income .................................... $ 578 $ 3,545 -------- -------- -------- -------- Net income per share - basic .................. $ .12 $ .32 -------- -------- -------- -------- Net income per share - diluted ................ $ .11 $ .31 -------- -------- -------- -------- Average common shares outstanding - basic ..... 4,885 10,974 -------- -------- -------- -------- Average common shares outstanding - diluted ... 5,125 11,604 -------- -------- -------- -------- See accompanying notes. 4 WAVETEK CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW (DOLLARS IN THOUSANDS) (UNAUDITED) THREE MONTHS ENDED DECEMBER 31, 1997 1996 -------- -------- OPERATING ACTIVITIES Net income ............................................................ $ 578 $3,545 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation expense ................................................. 825 667 Amortization expense ................................................. 73 149 Amortization of debt issuance costs................................... 175 - Provision for losses on accounts receivable........................... 121 112 Deferred income taxes................................................. - 385 Other, net............................................................ (12) (24) Changes in operating assets and liabilities: Accounts receivable................................................. (262) (4,206) Inventories and other assets........................................ (1,463) 347 Accounts payable and accrued expenses............................... (2,020) 525 Income taxes payable, net........................................... 39 1,447 ------- ------- Net cash provided by (used in) operating activities.................... (1,946) 2,947 INVESTING ACTIVITIES Purchase of property and equipment..................................... (751) (1,470) Proceeds from sale of property and equipment........................... 20 192 Payments received on notes receivable ................................. 11 75 ------- ------- Net cash used in investing activities.................................. (720) (1,203) FINANCING ACTIVITIES Repurchase of common shares and stock options for cash................. - (73) Proceeds from revolving lines of credit and long-term obligations...... 586 509 Principal payments on revolving lines of credit and long-term obligations ........................................................ (102) (659) Debt issuance costs ................................................... (97) - ------- ------- Net cash provided by (used in) financing activities.................... 387 (223) Effect of exchange rate changes on cash and cash equivalents........... (9) (7) ------- ------- Increase (decrease) in cash and cash equivalents....................... (2,288) 1,514 Cash and cash equivalents at beginning of period ...................... 5,695 6,126 ------- ------- Cash and cash equivalents at end of period............................. $ 3,407 $ 7,640 ------- ------- ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid for interest................................................. $ 5,116 $ 132 ------- ------- ------- ------- Cash paid for income taxes ............................................ $ 6 $ 192 ------- ------- ------- ------- See accompanying notes. 5 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. ORGANIZATION AND BASIS OF PRESENTATION Wavetek Corporation ("the Company") is a leading global designer, manufacturer and distributor of a broad range of electronic test instruments, with a primary focus on application-specific instruments for testing voice, video and data communications equipment and networks. The Company also designs, manufactures and distributes precision instruments to calibrate and test electronic equipment and provides repair, upgrade and calibration services for its products on a worldwide basis. The accompanying consolidated financial statements include the operations of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying financial statements and the financial information included herein are unaudited. However such information includes all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary to fairly state the results of the interim periods. Interim results are not necessarily indicative of results to be expected for the full year. It is suggested that these consolidated financial statements be read in conjunction with the Company's audited consolidated financial statements and notes thereto, included in the Company's Annual Report on Form 10-K for the year ended September 30, 1997. 2. NET INCOME PER SHARE Effective October 1, 1997, the Company adopted Statement of Financial Accounting Standards No. 128, EARNINGS PER SHARE ("SFAS 128"). SFAS 128 replaced the calculation of primary and fully diluted net income per share with basic and diluted net income per share. Unlike primary net income per share previously reported by the Company, basic net income per share is based only on average common shares outstanding and excludes the dilutive effects of the Company's outstanding stock options. Diluted net income per share is very similar to the previous concept of fully diluted net income per share and includes the dilutive effect of the Company's outstanding stock options. The Company has a simple capital structure and, accordingly, the only difference in the Company's computations of basic and diluted net income per share is the dilutive effect of outstanding stock options. All net income per share amounts for all periods have been presented, and where necessary, restated to conform to the requirements of SFAS 128. 3. FINANCIAL STATEMENT DETAILS Inventories consist of the following: DECEMBER 31, SEPTEMBER 30, 1997 1997 ------------ ------------- (DOLLARS IN THOUSANDS) Finished Goods $ 5,575 $ 6,451 Work-in-progress 3,358 3,612 Materials 6,882 5,874 -------- -------- $ 15,815 $ 15,937 -------- -------- -------- -------- 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA The Company's payment obligations under its Senior Subordinated Notes issued in connection with certain Recapitalization Transactions in June 1997 are guaranteed by all of the Company's current and future domestic subsidiaries 6 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) (collectively, the "Subsidiary Guarantors"). Wavetek U.S. Inc. is the only current Subsidiary Guarantor. Such guarantee is full and unconditional and future guarantees will be joint and several. Separate financial statements of the Subsidiary Guarantor are not presented because the Company's management has deemed that they would not be material to investors. The following supplemental condensed consolidating financial data sets forth, on an unconsolidated basis, balance sheets, statements of income and statements of cash flows data for (i) the Company ("Wavetek Corporation"), (ii) the current Subsidiary Guarantor and (iii) the Company's current foreign subsidiaries (the "Foreign Subsidiaries"). The supplemental financial data reflects the investments of Wavetek Corporation in the Subsidiary Guarantor and the Foreign Subsidiaries using the equity method of accounting. 7 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 1997 (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- --------- ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents......................... $ - $ 2,375 $ 1,032 $ - $ 3,407 Short-term investments, available for sale........ - 996 - - 996 Accounts receivable (less allowance for doubtful accounts of $970)...................... (128) 27,250 19,114 (20,201) 26,035 Inventories....................................... - 6,072 10,744 (1,001) 15,815 Refundable income taxes........................... 5,543 (5,108) 2 - 437 Deferred income taxes............................. 2,301 1,310 - - 3,611 Other current assets............................ 56 207 1,135 - 1,398 --------- ------- ------- -------- --------- Total current assets............................... 7,772 33,102 32,027 (21,202) 51,699 Property and equipment, net........................ 5,661 4,313 5,132 - 15,106 Deferred debt issuance costs, net.................. 4,155 $ - - - 4,155 Intangible assets, net............................. 3,157 - 50 - 3,207 Deferred income taxes.............................. (4) 105 - - 101 Other assets....................................... 223 2,179 90 (185) 2,307 Investment in subsidiaries......................... 36,132 - 25 (36,157) - --------- ------- ------- -------- --------- Total assets....................................... $ 57,096 $39,699 $37,324 $(57,544) $ 76,575 --------- ------- ------- -------- --------- --------- ------- ------- -------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable to banks............................ $ - $ - $ 4,336 $ - $ 4,336 Trade accounts payable............................ 12,599 7,817 12,889 - 13,118 Accrued compensation.............................. 228 1,534 3,770 - 5,532 Income taxes payable.............................. - - 583 - 583 Other current liabilities......................... 1,043 2,145 3,370 (15) 6,543 Current maturities of long-term obligations....... 2,099 - 869 - 2,968 --------- ------- ------- -------- --------- Total current liabilities.......................... 15,969 11,496 25,817 (20,202) 33,080 Long-term obligations, less current maturities..... 111,945 - 185 (185) 111,945 Deferred income and other liabilities.............. 32 2,360 8 - 2,400 Commitments and contingencies Stockholders' equity (deficit): Common stock, par value $.01; authorized, 15,000 shares; issued and outstanding, 4,885 shares..................................... 49 - - - 49 Additional paid-in capital........................ 43,741 2,137 15,064 (17,201) 43,741 Retained earnings (accumulated deficit)........... (114,470) 23,706 (3,580) (20,126) (114,470) Foreign currency translation adjustments.......... (170) - (170) 170 (170) --------- ------- ------- -------- --------- Total stockholders' equity (deficit)............... (70,850) 25,843 11,314 (37,157) (70,850) --------- ------- ------- -------- --------- Total liabilities and stockholders' equity (deficit)......................................... $ 57,096 $ 39,699 $37,324 $(57,544) $ 76,575 --------- ------- ------- -------- --------- --------- ------- ------- -------- --------- 8 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 1997 (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE DATA) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- --------- ------------ ------------ ------------ ASSETS Current assets: Cash and cash equivalents......................... $ - $ 4,575 $ 1,120 $ - $ 5,695 Short-term investments, available for sale........ - 996 - - 996 Accounts receivable (less allowance for doubtful accounts of $851)....................... (103) 20,202 16,230 (10,469) 25,860 Inventories....................................... - 5,758 11,084 (905) 15,937 Refundable income taxes........................... 4,134 (3,521) 3 - 616 Deferred income taxes............................. 2,301 1,310 - - 3,611 Other current assets.............................. 63 246 1,421 - 1,730 --------- ------- ------- -------- --------- Total current assets............................... 6,395 29,566 29,858 (11,374) 54,445 Property and equipment, net........................ 5,690 4,428 5,015 (23) 15,110 Debt issuance costs, net........................... 4,233 - - - 4,233 Intangible assets, net............................. 3,224 - 57 - 3,281 Deferred income taxes.............................. (4) 105 - - 101 Other assets....................................... 226 46 96 (185) 183 Investment in subsidiaries......................... 33,0 - 25 (33,084) - --------- ------- ------- -------- --------- Total assets....................................... $ 52,823 $34,145 $35,051 $(44,666) $ 77,353 --------- ------- ------- -------- --------- --------- ------- ------- -------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Notes payable to banks............................ $ - $ - $ 3,859 $ - $ 3,859 Trade accounts payable............................ 5,215 5,795 12,817 (10,471) 13,356 Accrued compensation.............................. 418 1,486 4,130 - 6,034 Income taxes payable.............................. - - 522 - 522 Other current liabilities......................... 4,727 3,042 2,077 1 9,847 Current maturities of long-term obligations....... 1,097 - 875 - 1,972 --------- ------- ------- -------- --------- Total current liabilities.......................... 11,457 10,323 24,280 (10,470) 35,590 Long-term obligations, less current maturities..... 112,971 - 186 (185) 112,972 Deferred income and other liabilities.............. 35 369 27 - 431 Commitments and contingencies...................... Stockholders' equity (deficit): Common stock, par value $.01; authorized, 15,000 shares; issued and outstanding, 4,885 shares..................................... 49 - - - 49 Additional paid-in capital........................ 43,741 2,137 15,064 (17,201) 43,741 Retained earnings (accumulated deficit)........... (115,048) 21,316 (4,124) (17,192) (115,048) Foreign currency translation adjustments.......... (382) - (382) 382 (382) --------- ------- ------- -------- --------- Total stockholders' equity (deficit)............... (71,640) 23,453 10,558 (34,011) (71,640) --------- ------- ------- -------- --------- Total liabilities and stockholders' equity (deficit)......................................... $ 52,823 $34,145 $35,051 $(44,666) $ 77,353 --------- ------- ------- -------- --------- --------- ------- ------- -------- --------- 9 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ---------- ------------ ------------ ------------ Sales.............................................. $ - $20,605 $22,490 $(7,320) $35,775 Cost of goods sold................................. (50) 9,028 14,017 (7,246) 15,749 ------- ------- ------- ------- ------- Gross margin....................................... 50 11,577 8,473 (74) 20,026 Operating expenses: Marketing and selling............................. 431 4,191 4,440 - 9,062 Research and development.......................... (12) 2,586 1,704 - 4,278 General and administrative........................ 413 1,001 1,238 - 2,652 ------- ------- ------- ------- ------- 832 7,778 7,382 - 15,992 ------- ------- ------- ------- ------- Operating income (loss)............................ (782) 3,799 1,091 (74) 4,034 Non-operating income (expense): Interest income................................... - 70 - - 70 Interest expense.................................. (2,909) - (62) - (2,971) Equity in net income (loss) of subsidiaries....... 2,860 - - (2,860) - Other, net........................................ - 115 (284) - (169) ------- ------- ------- ------- ------- (49) 185 (346) (2,860) (3,070) ------- ------- ------- ------- ------- Income (loss) before provision (credit) for income taxes...................................... (831) 3,984 745 (2,934) 964 Provision (credit) for income taxes................ (1,409) 1,594 201 - 386 ------- ------- ------- ------- ------- Net income......................................... $ 578 $ 2,390 $ 544 $(2,934) $ 578 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- 10 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONSOLIDATING STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ---------- ------------ ------------ ------------ Sales................................................. $ - $21,855 $30,536 $ (9,896) $42,495 Cost of goods sold.................................... 642 10,092 20,381 (10,113) 21,002 ------- ------- ------- ------- ------- Gross margin.......................................... (642) 11,763 10,155 217 21,493 Operating expenses: Marketing and selling................................ 287 3,968 4,840 - 9,095 Research and development............................. (12) 1,511 2,147 - 3,646 General and administrative........................... 715 856 1,170 - 2,741 ------- ------- ------- ------- ------- 990 6,335 8,157 - 15,482 ------- ------- ------- ------- ------- Operating income (loss)............................... (1,632) 5,428 1,998 217 6,011 Non-operating income (expense): Interest income...................................... 67 44 3 (66) 48 Interest expense..................................... (96) - (83) 66 (113) Equity in net income of subsidiaries................. 4,872 - - (4,872) - Other, net........................................... (45) (107) (243) - (395) ------- ------- ------- ------- ------- 4,798 (63) (323) (4,872) (460) ------- ------- ------- ------- ------- Income before provision (credit) for income taxes..... 3,166 5,365 1,675 (4,655) 5,551 Provision (credit) for income taxes................... (379) 2,146 239 - 2,006 ------- ------- ------- ------- ------- Net income............................................ $ 3,545 $ 3,219 $ 1,436 $ (4,655) $ 3,545 ------- ------- ------- ------- ------- ------- ------- ------- ------- ------- 11 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ---------- ------------ ------------ ------------ OPERATING ACTIVITIES Net cash provided by (used in) operating activities........................................... $ 213 $(2,006) $ (153) $ - $(1,946) INVESTING ACTIVITIES - Purchase of property and equipment.................... (103) (182) (466) - (751) Other investing activities............................ 11 (12) 32 - 31 ----- ------- ------ --- ------- Net cash used in investing activities................. (92) (194) (434) - (720) FINANCING ACTIVITIES - Proceeds from revolving lines of credit and long-term obligations................................ - - 586 - 586 Principal payments on revolving lines of credit and long-term obligations............................ (24) - (78) - (102) Debt issuance costs................................... (97) - - - (97) ----- ------- ------ --- ------- Net cash provided by (used in) financing activities........................................... (121) - 508 - 387 Effect of exchange rate changes on cash and cash equivalents..................................... - - (9) - (9) ----- ------- ------ --- ------- Decrease in cash and cash equivalents................. - (2,200) (88) - (2,288) Cash and cash equivalents at beginning of period...... - 4,575 1,120 - 5,695 ----- ------- ------ --- ------- Cash and cash equivalents at end of period............ $ - $ 2,375 $1,032 $ - $ 3,407 ----- ------- ------ --- ------- ----- ------- ------ --- ------- 12 WAVETEK CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL DATA (CONTINUED) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW FOR THE THREE MONTHS ENDED DECEMBER 31, 1996 (DOLLARS IN THOUSANDS) WAVETEK SUBSIDIARY FOREIGN CORPORATION GUARANTOR SUBSIDIARIES ELIMINATIONS CONSOLIDATED ----------- ---------- ------------ ------------ ------------ OPERATING ACTIVITIES Net cash provided by operating activities............. $ 1,148 $ 11 $1,788 $ - $ 2,947 INVESTING ACTIVITIES Purchase of property and equipment.................... (323) (535) (612) - (1,470) Other investing activities............................ 25 174 68 - 267 ------- ------ ------ --- ------- Net cash used in investing activities................. (298) (361) (544) - (1,203) FINANCING ACTIVITIES Repurchase of common shares and stock options for cash..................................... (73) - - - (73) Proceeds from revolving lines of credit and long-term obligations................................ - - 509 - 509 Principal payments on revolving lines of credit and long-term obligations............................ (22) - (637) - (659) Loans from Wavetek Corporation to subsidiaries........ (1,330) - 1,330 - - Repayment of loans from Wavetek Corporation to subsidiaries...................................... 575 - (575) - - ------- ------ ------ --- ------- Net cash provided by (used in) financing activities... (850) - 627 - (223) Effect of exchange rate changes on cash and cash equivalents..................................... - - (7) - (7) ------- ------ ------ --- ------- Increase (decrease) in cash and cash equivalents...... - (350) 1,864 - 1,514 Cash and cash equivalents at beginning of period...... - 4,845 1,281 - 6,126 ------- ------ ------ --- ------- Cash and cash equivalents at end of period............ $ - $4,495 $3,145 $ - $ 7,640 ------- ------ ------ --- ------- ------- ------ ------ --- ------- 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements contained in this Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Quarterly Report on Form 10-Q which are not historical facts may be forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected, including, but not limited to, those risks and special considerations set forth in the Company's other SEC filings. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. OVERVIEW Wavetek is a leading global designer, manufacturer and distributor of a broad range of electronic test instruments, with a primary focus on application-specific instruments for testing voice, video and data communications equipment and networks. The Company also designs, manufactures and distributes precision instruments to calibrate and test electronic equipment and provides repair, upgrade and calibration services for its products on a worldwide basis. The Company derives its revenues primarily from the sale of its products to a broad international base of over 5,000 customers operating in a wide range of industries. A majority of the Company's sales come from its Communications Test product lines which serve the CATV, Wireless, Telecom, LAN and Test Tools market segments of the test instrument industry. The Company also sells Calibration Instruments and provides repair, upgrade and calibration services for its products on a worldwide basis. The Company sells products that are manufactured at its four facilities located in: (i) Indianapolis, Indiana; (ii) Norwich, England; (iii) St. Etienne, France; and (iv) Munich, Germany. In major markets such as the United States, England, France and Germany, the Company sells its products to customers in their local currencies. In the rest of the world, the Company generally sells its products to customers or local distributors in the functional currency of the location where the products are manufactured. During fiscal 1997, approximately 61% of the Company's sales were generated outside of the United States and approximately 50% of the Company's sales were made in currencies other than the United States dollar. As a result of such foreign currency sales, the equivalent United States dollar amount of the Company's sales is impacted by changes in foreign currency exchange rates. The Company's ability to maintain and grow its sales depends on a variety of factors including its ability to maintain its competitive position in areas such as technology, performance, price, brand identity, quality, reliability, distribution and customer service and support, and its ability to continue to introduce new products that respond to technological change and market demand in a timely manner. Wavetek's cost of goods sold, and its resulting gross margin, are driven primarily by the cost of the material in its products, the cost of the labor to manufacture such products and the overhead expenses in its facilities. In recent years, the Company has focused on improving its gross margin by: (i) consolidating manufacturing operations; (ii) focusing its new product development efforts on lower-cost, easier to manufacture designs; (iii) controlling headcount and expenses in its manufacturing facilities; and (iv) gaining efficiencies and economies of scale in its material and component procurement activities. The Company's operating expenses are substantially impacted by marketing and selling activities and by research and development activities. Marketing and selling expenses are primarily driven by: (i) sales volume, with respect to sales force expenses and commission expenses; (ii) the extent of market research activities for new product design efforts; (iii) advertising and trade show activities; and (iv) the number of new products introduced in the period. Research and 14 development expenses are primarily driven by the number and complexity of new products under development. General and administrative expenses primarily include costs associated with the Company's administrative employees, facilities and functions. The Company incurs expenses in foreign countries primarily in the functional currencies of such locations. As a result of the Company's substantial international operations, the United States dollar amount of its expenses is impacted by changes in foreign currency exchange rates. RESULTS OF OPERATIONS The following table sets forth selected financial information as a percentage of sales for the periods indicated: THREE MONTHS ENDED DECEMBER 31, 1997 1996 ------ ------ Sales................................................. 100.0% 100.0% Cost of goods sold.................................... 44.0 49.4 ------ ------ Gross margin.......................................... 56.0 50.6 Operating expenses.................................... 44.7 36.4 ------ ------ Operating income...................................... 11.3 14.2 Interest expense, net................................. (8.1) (0.2) Other non-operating income (expense), net............. (0.5) (0.9) ------ ------ Income before provision for income taxes.............. 2.7 13.1 Provision for income taxes............................ 1.1 4.7 ------ ------ Net income............................................ 1.6% 8.4% ------ ------ ------ ------ EBITDA (1)............................................ 13.8% 16.1% The Company's ratio of earnings to fixed charges was as follows for the periods indicated: THREE MONTHS ENDED DECEMBER 31, 1997 1996 ------ ------ Ratio of earnings to fixed charges (2)................ 1.3x 18.6x - ------------ (1) EBITDA is operating income plus depreciation and amortization expense. The Company's definition of EBITDA is consistent with the definition of Consolidated Cash Flow in the Indenture related to the Company's Senior Subordinated Notes ("the Indenture"). While EBITDA should not be construed as a substitute for income from operations, net income or cash flows from operating activities in analyzing the Company's operating performance, financial position or cash flows, the Company has included EBITDA because it may be viewed as an indicator of compliance with certain covenants in the Indenture and the New Credit Agreement and is commonly used by certain investors and analysts to analyze and compare companies on the basis of operating performance, leverage and liquidity and to determine a Company's ability to service debt. EBITDA as presented by the Company herein may not be comparable to similarly titled measures reported by other companies. In addition, the amount reported by the Company as EBITDA may not be fully available for management's discretionary use due to the Company's needs to conserve funds for debt service, capital expenditures and other commitments. 15 (2) For purposes of computing this ratio, earnings consist of income before provision for income taxes plus fixed charges. Fixed charges consist of interest expense, amortization of deferred debt issuance costs and one- third of the rent expense from operating leases, which management believes is a reasonable approximation of the interest factor of the rent. THREE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO THREE MONTHS ENDED DECEMBER 31, 1996 NET SALES. Net sales in the three months ended December 31, 1997 decreased $6.7 million, or 15.8%, to $35.8 million from $42.5 million in the comparable fiscal 1997 period. This decrease was due to a decrease in sales to international customers of $7.0 million, or 24.9%, partially offset by an increase of $0.3 million, or 1.8%, in sales to customers in the United States. The Company's sales to customers outside the United States decreased to 58.9% of total sales in the three months ended December 31, 1997 from 66.0% in the comparable fiscal 1997 period and the portion of the Company's sales which were made in currencies other than the United States dollar decreased to approximately 47% in the three months ended December 31, 1997 from approximately 57% in the comparable fiscal 1997 period. The decrease in sales to international customers was primarily due to two large shipments to international customers, aggregating $5.6 million, which were made during the three months ended December 31, 1996, and did not recur during the three months ended December 31, 1997. Changes in certain foreign exchange rates also had the effect of reducing the United States dollar equivalent of the Company's foreign currency sales by $1.4 million from the United States dollar equivalent amount that would have been reported if the average exchange rates in effect during the three months ended December 31, 1996 had remained in effect during the three months ended December 31, 1997. Sales of the Company's Communications Test products in the three months ended December 31, 1997 decreased $5.6 million, or 17.0%, from the comparable fiscal 1997 period primarily as a result of the two large shipments mentioned above that occurred during the comparable fiscal 1997 period. Sales of Calibration Instruments products in the three months ended December 31, 1997 decreased $1.5 million, or 21.9%, from the comparable fiscal 1997 period, due partially to a delay in a large order which was expected during the three months ended December 31, 1997 and partially to the fact that the comparable fiscal 1997 period included higher shipments in connection with a planned reduction in the backlog of this product line during that period. Sales in the three months ended December 31, 1997 from repair, upgrade and calibration services increased $0.3 million, or 9.2%, from the comparable fiscal 1997 period. GROSS MARGIN. The Company's gross margin in the three months ended December 31, 1997 decreased $1.5 million or 6.8%, to $20.0 million from $21.5 million in the comparable fiscal 1997 period. Gross margin as a percentage of sales increased to 56.0% in the three months ended December 31, 1997 from 50.6% in the comparable fiscal 1997 period. The increase in the gross margin percentage during the three months ended December 31, 1997 results primarily from increases in gross margin percentages realized from the Company's sales of Communications Test products due substantially to improvements made by the Company in recent periods to the cost structure of its manufacturing operations, including the replacement of a major manufacturing subcontractor in Europe. In addition, the Company's improved gross margin percentages were positively impacted by a favorable geographical and product mix of its sales. As a partial offset to these improved gross margin percentages, the Company experienced a reduction in gross margin percentages realized from sales of its Calibration Instruments products during the three months ended December 31, 1997 due primarily to lower sales volume and an unfavorable geographic mix of its sales. Changes in foreign exchange rates had an unfavorable impact on the United States dollar equivalent of gross margins related to international sales denominated in foreign currencies in the three months ended December 31, 1997. OPERATING EXPENSES. Operating expenses in the three months ended December 31, 1997 increased $0.5 million, or 3.3%, to $16.0 million from $15.5 million in the comparable fiscal 1997 period. Operating expenses as a percentage of sales increased to 44.7% in the three months ended December 31, 1997 from 36.4% in the comparable fiscal 1997 period. The 16 increase in operating expenses in the three months ended December 31, 1997 was due to an increase in spending for research and development activities of $0.6 million, to $4.3 million, or 12.0% of sales, in the three months ended December 31, 1997 from $3.6 million, or 8.6% of sales, in the comparable fiscal 1997 period, in order to accelerate the timing and number of new product introductions. Spending for marketing and selling and general and administrative activities remained at approximately the same level in the three months ended December 31, 1997 as in the comparable fiscal 1997 period, however these expenses increased as a percentage of sales during the current period. Changes in foreign exchange rates had a favorable impact on the United States dollar equivalent of operating expenses denominated in foreign currencies in the three months ended December 31, 1997. NON-OPERATING INCOME (EXPENSE). Non-operating expense, net, in the three months ended December 31, 1997 increased by $2.6 million over the comparable fiscal 1997 period to $3.1 million. The increase was primarily due to an increase in the Company's net interest expense to $2.9 million during the three months ended December 31, 1997 from $0.1 million in the comparable fiscal 1997 period, reflecting additional interest expense due to the Notes and the New Credit Agreement. The increase in net interest expense was partially offset by a reduction of $0.2 million in other non-operating expenses. PROVISION FOR INCOME TAXES. The Company's effective tax rate has increased to approximately 40% in the three months ended December 31, 1997 from approximately 36% in the comparable fiscal 1997 period. NET INCOME (LOSS). As a result of the above factors, net income was $0.6 million in the three months ended December 31, 1997 as compared to $3.5 million in the comparable fiscal 1997 period. EBITDA. EBITDA was $4.9 million in the three months ended December 31, 1997 as compared to $6.8 million in the comparable fiscal 1997 period. EBITDA as a percentage of sales decreased to 13.8% in the three months ended December 31, 1997 from 16.1% in the comparable fiscal 1997 period. RATIO OF EARNINGS TO FIXED CHARGES. As a result of the above factors, the ratio of earnings to fixed charges was 1.3x in the three months ended December 31, 1997 as compared to 18.6x in the comparable fiscal 1997 period. LIQUIDITY AND CAPITAL RESOURCES The Company's cash provided by (used in) operating activities was $(1.9 million) and $2.9 million in the three months ended December 31, 1997 and 1996, respectively. The Company had cash, cash equivalents and short-term investments at December 31, 1997 of $4.4 million. The Company invests its excess cash in money market funds and U.S. Treasury obligations. Historically the Company has funded its business through operating cash flow, has not relied on sales of equity to provide cash and has used short-term debt primarily for cash management purposes. The Company's European subsidiaries had borrowings outstanding under their existing credit agreements (the "Existing Credit Agreements") of $4.3 million at December 31, 1997 for funding short-term working capital requirements, and the Company had additional obligations outstanding totaling approximately $1.6 million in the form of letters of credit and bank guarantees. As of December 31, 1997, the Company had outstanding an unsecured note of approximately $0.9 million issued in the October 1994 acquisition of the Company's Telecom business and a financing obligation of $4.1 million recorded in connection with the sale and leaseback of the Company's facilities in Indianapolis, Indiana. The Company's primary cash needs have been for the funding of working capital requirements (primarily inventory and accounts receivable) and capital expenditures. The Company's net cash used in investing activities was $0.7 million and $1.2 million in the three months ended December 31, 1997 and 1996, respectively. The Company's recurring cash 17 requirements for investing activities are primarily for capital expenditures. The Company made capital expenditures in the three months ended December 31, 1997 and 1996 of approximately $0.8 million and $1.5 million, respectively. The Company's net cash provided by (used in) financing activities was $0.4 million and $(0.2 million) in the three months ended December 31, 1997 and 1996, respectively. The net cash provided by (used in) financing activities substantially reflects the proceeds from and repayments for borrowings used to finance the Company's operating and investing activities, or as an application of the cash generated from these activities. As part of certain Recapitalization Transactions occurring in June 1997, the Company entered into the New Credit Agreement with Fleet National Bank, DLJ Capital Funding, Inc. and various other lenders providing for a term loan facility of $25.0 million and a revolving credit facility providing for borrowings up to $20.0 million, of which the Company borrowed all $25.0 million of the term loan facility and none of the revolving credit facility to complete the Recapitalization Transactions. In connection with entering into the New Credit Agreement, the Company terminated $4.0 million of United States availability under its Existing Credit Agreements, leaving borrowing availability of approximately $9.6 million at its Foreign Subsidiaries. The Company believes that its cash flow from operations, combined with the remaining available borrowings under the Existing and New Credit Agreements will be sufficient to fund its debt service obligations, including its obligations under the Notes, and working capital requirements, as well as implement its growth strategy. FOREIGN OPERATIONS As discussed above, a significant portion of the Company's sales and expenses are denominated in currencies other than the United States dollar. In order to maintain access to such foreign currencies, the Company's subsidiaries in the United Kingdom, France and Germany have credit facilities providing for borrowings in British pounds, French francs and Deutsche marks, respectively. The revolving credit facility under the New Credit Agreement provides for up to an aggregate of $7.5 million of borrowings in British pounds, French francs and Deutsche marks. Adjustments made in translating the balance sheet accounts of the Foreign Subsidiaries from their respective functional currencies at appropriate exchange rates are included as a separate component of stockholders' equity. In addition, the Company periodically uses forward exchange contracts to hedge certain known foreign exchange exposures. Gains or losses from such contracts are included in the Company's statements of income to offset gains and losses from the underlying foreign currency transactions. The Indenture and the New Credit Agreement permit the Company and its subsidiaries to make investments in, and intercompany loans to, the Foreign Subsidiaries. Payments to the Company or its other subsidiaries by such Foreign Subsidiaries, including the payment of dividends, redemption of capital stock or repayment of such intercompany loans, may be restricted by the credit agreements of the Foreign Subsidiaries. All intercompany loans from the Company to the Foreign Subsidiaries are pledged to the lenders under the New Credit Agreement. PERIODIC FLUCTUATIONS The Company's fiscal 1997 sales occurred in the following percentages in each of the four fiscal quarters: 27% for the quarter ended December 31, 1996; 26% for the quarter ended March 31, 1997; 23% for the quarter ended June 30, 1997 and 24% for the quarter ended September 30, 1997. A variety of factors may cause period-to-period fluctuations in the operating results of the Company. Such factors include, but are not limited to, product mix, European summer holidays and other seasonal influences, competitive pricing pressures, materials costs, currency fluctuations, revenues and expenses related to new products and enhancements of existing products, as well as delays in customer purchases in anticipation of the introduction of new products or product enhancements by the Company or its competitors. The majority of the Company's revenues in each quarter results from orders received in that quarter. As a result, the Company establishes its 18 production, inventory and operating expenditure levels based on anticipated revenue levels. Thus, if sales do not occur when expected, expenditures levels could be disproportionately high and operating results for that quarter, and potentially future quarters, would be adversely affected. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS In the ordinary course of its business, the Company from time to time is subject to legal claims. The Company does not believe that the likely outcome of any such claims or related lawsuits would have a material adverse effect on the Company or its ability to develop new products. 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 12.1 Schedule Re: Computation of Ratio of Earnings to Fixed Charges 27.1 Financial Data Schedule (b) Reports on Form 8-K None. 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of the 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 12, 1998 WAVETEK CORPORATION (Registrant) /s/VICKIE L. CAPPS ------------------- Vickie L. Capps Chief Financial Officer 20