-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DdVkm6yhf70ks6TEOWy6+ST7a9FR38f51NCdZYAYYJo2tMVGZX7oh0ScfOg/8ZHG uya/cho4kiDhDajod/TNEA== 0000950124-98-002416.txt : 19980430 0000950124-98-002416.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950124-98-002416 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980428 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIPRICO INC CENTRAL INDEX KEY: 0000720145 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411749708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11336 FILM NUMBER: 98603024 BUSINESS ADDRESS: STREET 1: 2800 CAMPUS DRIVE CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125514000 MAIL ADDRESS: STREET 1: 2800 CAMPUS DRIVE CITY: PLYMOUTH STATE: MN ZIP: 55441 10-Q 1 FORM 10-Q 1 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 Quarter Ended March 31, 1998 OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 0-11336 CIPRICO INC. (Exact name of Registrant as specified in its charter) DELAWARE 41-1749708 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2800 CAMPUS DRIVE PLYMOUTH, MINNESOTA 55441 (Address of principal executive offices) Registrant's telephone number, including area code: (612) 551-4000 Indicate by checkmark 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 --- --- The number of shares outstanding of the registrant's Common Stock, $.01 par value, as of April 24, 1998 was 4,985,217 shares. 1 2 CIPRICO INC. AND SUBSIDIARIES FORM 10-Q INDEX
Page PART I Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets at March 31, 1998 and September 30, 1997 3 Consolidated Condensed Statements of Earnings for Three and Six Months Ended March 31, 1998 and 1997 4 Consolidated Condensed Statements of Cash Flows for Six Months Ended March 31, 1998 and 1997 5 Notes to Consolidated Condensed Financial Statements 6-7 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 8-9 PART II Other Information Item 4. Submission of Matters to a Vote of Security Holders 10 Item 6. Exhibits and Reports on Form 8-K 10 SIGNATURES 11
2 3 PART 1. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CIPRICO INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(In thousands) March 31, September 30, 1998 1997 ----------- ------------- ASSETS Current assets: Cash and cash equivalents $ 9,617 $ 4,512 Marketable securities 19,315 24,807 Accounts receivable, less allowance 6,736 5,152 Inventories 3,083 4,354 Deferred income taxes 788 788 Other current assets 489 809 -------- -------- Total current assets 40,028 40,422 Property and equipment, net 4,129 3,948 Marketable securities 7,500 7,483 Other assets 236 252 -------- -------- Total assets $ 51,893 $ 52,105 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,639 $ 2,285 Accrued expenses 1,698 1,242 Deferred revenue 607 520 -------- -------- Total current liabilities 4,944 4,047 Shareholders' equity: Capital stock 50 51 Additional paid-in capital 36,568 39,316 Retained earnings 10,331 8,691 -------- -------- Total shareholders' equity 46,949 48,058 -------- -------- Total liabilities and shareholders' equity $ 51,893 $ 52,105 ======== ========
See accompanying notes to consolidated condensed financial statements. 3 4 CIPRICO INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF EARNINGS (Unaudited)
(Dollars in thousands except Three Months Ended Six Months Ended per share amounts) March 31, March 31, --------- --------- 1998 1997 1998 1997 -------- -------- -------- -------- NET SALES $ 10,564 $ 9,003 $ 17,824 $ 17,599 Cost of sales 5,318 4,919 9,002 9,374 ---------- ------- ---------- -------- GROSS PROFIT 5,246 4,084 8,822 8,225 Research and development expense 1,029 817 1,908 1,543 Sales and marketing expenses 2,172 1,470 3,960 3,063 General and administrative expenses 849 663 1,480 1,292 ---------- ------- ---------- -------- EARNINGS FROM OPERATIONS 1,196 1,134 1,474 2,327 Other income, primarily interest 493 432 1,010 1,026 ---------- ------- ---------- -------- EARNINGS BEFORE INCOME TAXES 1,689 1,566 2,484 3,353 Income tax expense 574 502 844 1,151 --------- ------- ---------- -------- NET EARNINGS $ 1,115 $ 1,064 $ 1,640 $ 2,202 ========= ======= ========== ======== NET EARNINGS PER SHARE - BASIC $ .22 $ .21 $ .32 $ .44 ========= ======= ========== ======== NET EARNINGS PER SHARE - DILUTED $ .21 $ .20 $ .31 $ .41 ========= ======= ========== ======== Shares used to calculate net earnings per share: Basic 5,061 5,040 5,099 5,029 Diluted 5,283 5,353 5,333 5,374
See accompanying notes to consolidated condensed financial statements. 4 5 CIPRICO INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands) Six Months Ended March 31, --------- 1998 1997 -------- -------- NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES $ 3,455 $ (4,610) Cash flows from investing activities: Equipment purchases (1,076) (1,083) Purchases of marketable securities (22,150) (21,969) Proceeds from sale or maturity of marketable securities 27,625 17,500 --------- ---------- NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 4,399 (5,552) ---------- ---------- Net cash flows from financing activities: Repurchase of common stock (3,018) -- Proceeds from issuance of common stock 269 125 ----------- ------------ NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES (2,749) 125 ---------- ------------ Net increase (decrease) in cash and cash equivalents 5,105 (10,037) Cash and cash equivalents at beginning of period 4,512 13,398 ---------- ---------- Cash and cash equivalents at end of period $ 9,617 $ 3,361 ========== ==========
See accompanying notes to consolidated condensed financial statements. 5 6 CIPRICO INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS March 31, 1998 (Unaudited) NOTE A - BASIS OF PRESENTATION The principal business activity of Ciprico Inc. and subsidiaries (the Company) is the design, manufacture, marketing and service of disk array solutions for use in high performance computer systems for the visual computing markets. The Company markets its products worldwide through a direct sales force and various distribution channels. The accompanying unaudited consolidated condensed financial statements have been prepared by the Company in accordance with Regulation S-X pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the unaudited consolidated condensed financial statements contain all necessary adjustments, consisting only of a recurring nature, and disclosures to present fairly the financial position as of March 31, 1998 and the results of operations and cash flows for the three-month and six-month periods ended March 31, 1998 and 1997. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report to Shareholders for fiscal 1997. In preparation of the Company's consolidated financial statements, management is required to make estimates and assumptions that affect reported amounts of assets and liabilities and related revenues and expenses. Actual results could differ from the estimates used by management. NOTE B - MARKETABLE SECURITIES The Company has invested its excess cash in commercial paper and government agencies. These investments are classified as held-to-maturity given the Company's intent and ability to hold the securities to maturity and are carried at amortized cost. Investments that have maturities of less than one year have been classified as current marketable securities. At March 31, 1998 and September 30, 1997, amortized cost approximates fair value of held-to-maturity investments which consist of the following:
(In thousands) March 31, September 30, 1998 1997 --------- ------------- Current marketable securities: Commercial Paper $ 11,820 $ 14,814 U.S. Government Agencies 7,495 9,993 --------- --------- 19,315 24,807 Non-current marketable securities: U.S. Government Agencies 7,500 7,483 --------- --------- $ 26,815 $ 32,290 ========= =========
6 7 NOTE C - INVENTORIES Inventories are stated at the lower of cost or replacement market. Cost is determined using the first-in, first-out method. Inventories consist of the following:
(In thousands) March 31, September 30, 1998 1997 --------- ------------- Finished Goods $ 1,559 $ 1,566 Work-in-Process 510 1,162 Raw Materials 1,014 1,626 --------- --------- $ 3,083 $ 4,354 ========= =========
NOTE D - SHAREHOLDERS' EQUITY On January 5, 1998, the Company announced a stock buyback program of up to $3.0 million. The program was completed in March, 1998, resulting in 229,200 shares of common stock repurchased and retired. Under the program, the Company could repurchase shares in the open market and in privately negotiated transactions based on prevailing market conditions. NOTE E - NET EARNINGS PER SHARE On December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128 - "Earnings per Share." As required by Statement No. 128, all current and prior year net earnings per share data have been restated to conform to the provisions of Statement No. 128. The Company's basic net earnings per share amounts have been computed by dividing net earnings by the weighted average number of outstanding common shares. The Company's diluted net earnings per share is computed by dividing net earnings by the weighted average number of outstanding common shares and common share equivalents relating to stock options, when dilutive. For the three months ended March 31, 1998 and 1997, 222,235 and 312,895 shares of common stock equivalents were included in the computation of diluted net earnings per share. Options to purchase 331,788 and 150,750 shares of common stock with a weighted average exercise price of $14.96 and $15.44 were outstanding at March 31, 1998 and 1997, but were excluded from the computation of common share equivalents for the three-month period because their exercise prices were greater than the average market price of the common shares. For the six months ended March 31, 1998 and 1997, 233,726 and 345,308 shares of common stock equivalents were included in the computation of diluted net earnings per share. Options to purchase 331,788 and 80,500 shares of common stock with a weighted average exercise price of $14.96 and $16.68 were outstanding at March 31, 1998 and 1997, but were excluded from the computation of common share equivalents for the six-month period because their exercise prices were greater than the average market price of the common shares. NOTE F - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board issued Statement No. 130 - - "Reporting Comprehensive Income," and Statement No. 131 - "Disclosures about Segments of an Enterprise and Related Information" which are effective for fiscal year 1999. Statement No. 130 will require the Company to display an amount representing comprehensive income, as defined by the statement, as part of the Company's basic financial statements. Comprehensive income will include items such as unrealized gains or losses on certain investment securities and foreign currency items. Statement No. 131 will require the Company to disclose financial and other information about its business segments, their products and services, geographic areas, major customers, revenues, profits, assets and other information. The adoption of these statements is not expected to have a material effect on the consolidated financial statements of the Company. 7 8 CIPRICO INC. AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION RESULTS OF OPERATIONS Three and Six Months Ended March 31, 1998 Compared to Three and Six Months Ended March 31, 1997 Net sales for the three-month and six-month periods ended March 31, 1998 increased by 17% and 1% to $10.6 million and $17.8 million when compared to net sales of $9.0 million and $17.6 million for the same periods last fiscal year. The entertainment, satellite/telemetry and oil/gas exploration markets continue to be strong markets, representing 24%, 38% and 29% of net sales for the current six-month period. During the current quarter, the Company expanded its distribution network by signing an agreement with Silicon Graphics Inc. (SGI) whereby SGI will sell and support the Company's disk array storage products with SGI computing platforms. Sales to two customers accounted for 38% and 16% of sales for the current three-month period and 35% and 10% of sales for the current six-month period. For the three-month and six-month periods ended March 31, 1997, no customer accounted for 10% or more of total sales. International sales decreased to $2.7 million or 15% of net sales during the current six-month period compared to $4.4 million or 25% of net sales for the same period last fiscal year due to weakness in the European markets. Management anticipates improved sales over the previous fiscal year subject to expanded distribution channels, continued product acceptance and a return of significant sales in the entertainment market. Gross profit, as a percentage of net sales, for the three-month and six-month periods ended March 31, 1998 was 50% and 49% compared to 45% and 47% for the same periods last fiscal year. This improvement is primarily due to the cost decrease of high performance disk drives during the current fiscal year. Management anticipates increased sales through distribution channels that tend to carry a lower gross profit percentage. As a result, management anticipates gross profit, as a percentage of sales, to decline in the second half of fiscal 1998, but remain in the mid to upper forty percent range. Research and development expenses increased $212,000, or 26%, for the current quarter as compared to the same quarter of last fiscal year and $365,000, or 24%, for the six months ended March 31, 1998 as compared to the same period last fiscal year. The increase can primarily be attributed to outside consulting costs related to new product development. Sales and marketing expenses increased $702,000, or 48%, for the current quarter as compared to the same quarter of last fiscal year and $897,000, or 29%, for the six months ended March 31, 1998 as compared to the same period last fiscal year. The increase can be attributed to additional sales and marketing staff and new product promotions as the Company positions itself for sales growth. General and administrative expenses increased $186,000, or 28%, for the current quarter as compared to the same quarter of last fiscal year and $188,000, or 15%, for the six months ended March 31, 1998 as compared to the same period last fiscal year. The increase can primarily be attributed to consulting costs incurred in connection with the Company's information technology transformation project. On December 31, 1997, the Company adopted Statement of Financial Accounting Standards No. 128 - "Earnings per Share." As required by Statement No. 128, all current and prior year earnings per share data have been restated to conform to the provisions of Statement No. 128. LIQUIDITY AND CAPITAL RESOURCES The Ciprico Annual Report on Form 10-KSB for the year ended September 30, 1997 contains a detailed discussion of Ciprico's liquidity and capital resources. In conjunction with this Quarterly Report on Form 10-Q, investors should read the 1997 Form 10-KSB. 8 9 Liquidity is very strong with cash and cash equivalents and short-term marketable securities totaling $28.9 million at March 31, 1998. Cash flows from operating activities during the current six-month period were $3.5 million. This result was primarily attributable to sources of cash from net earnings of $1.6 million, non-cash expenses for depreciation of $891,000 and a $802,000 net change in operating assets and liabilities. Investing activities provided $4.4 million primarily as a result of net proceeds from the maturity of marketable securities offset by $1.1 million of capital expenditures for office equipment, production and test equipment and facility expansion. Financing activities used $2.7 million primarily as a result of a stock buyback program in which the Company reacquired 229,200 shares of common stock for $3.0 million. On April 22, 1998, the Company announced a second stock buyback program of up to $3.0 million. As of the date of this filing, there have not been any shares purchased under this plan. Funding of future working capital needs and equipment purchases, combined with purchases of the Company's stock, could cause a reduction in the cash balance in fiscal 1998. Management believes that current funds and the funds from operations are adequate to support the current on-going operating needs of the Company. IMPACT OF YEAR 2000 ISSUE The Year 2000 Issue is the result of computer programs being written using a two-digit field rather than four to define the applicable year. Computer programs that have date-sensitive software may recognize a date using "00" as the year 1900 rather than the year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices, or engage in similar business activities. The Company is assessing the impact of the Year 2000 Issue on its operations. The assessment includes communication with all major suppliers and customers. The Company is reviewing its systems to determine whether they are century compliant and does not expect the Year 2000 computer issue to significantly affect its operations. FORWARD-LOOKING INFORMATION The statements in this report that are forward-looking involve risks and uncertainties. The Company's actual results could differ materially from those expressed in any forward-looking statements. Certain of these risks and uncertainties are discussed below. The Company sells its products into five visual computing vertical markets which include entertainment (film/video and broadcast), oil/gas exploration, digital prepress, medical imaging, and satellite/telemetry. Continued growth in sales in these markets is essential to Company growth. Gross profit on product sales is highly dependent on the cost of disk drives. There is no assurance the Company can sustain the current gross margin profit levels given the potential for price fluctuations and product availability of new generation disk drives. Component parts for the Company's products have been on allocation from time to time from its suppliers which means parts could become difficult to obtain, thus having an adverse effect on the Company's results of operations. The Company typically operates on very little backlog, which means its results from quarter to quarter are very hard to project and may fluctuate. A large percentage of total quarterly orders may be received in the last month or weeks of a quarter and quarterly sales may be affected by the Company's ability or inability to ship such orders by quarter end. The Company's products are characterized by rapidly changing technology, evolving industry standards and relatively short product life cycles. Delays in product enhancements and developments, failure to gain market acceptance of new or enhanced products, or emergence of new products or technologies by others, would have an adverse effect on the Company's business and results of operations. 9 10 CIPRICO INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders (a) Information relating to the Company's Annual Meeting of Shareholder's held on January 29, 1998 is contained in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 1997. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 - Financial Data Schedule (filed in electronic format only) (b) No report on Form 8-K was filed during the quarter ended March 31, 1998. 10 11 CIPRICO INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CIPRICO INC. Dated: April 24, 1998 /s/ Robert H. Kill -------------------------------------- Robert H. Kill, President (Principal Executive Officer) Dated: April 24, 1998 /s/ Cory J. Miller --------------------------------------- Cory J. Miller, Vice President of Finance/Chief Financial Officer (Principal Financial and Accounting Officer) 11 12 CIPRICO INC. AND SUBSIDIARIES EXHIBIT INDEX Exhibit Number Description 27 Financial Data Schedule (filed in electronic format only) 12 EX-27 2 EXHIBIT 27
5 3-MOS SEP-30-1998 JAN-01-1998 MAR-31-1998 9,617 26,815 7,075 339 3,083 40,028 9,885 5,756 51,893 4,944 0 0 0 39,618 10,331 51,893 10,564 10,564 5,318 9,368 0 (70) 3 1,689 574 1,115 0 0 0 1,115 .22 .21
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