-----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, HJj3VYkPIRl1ra/69gGc3uy39UnsnJdlC+RbEPVGtdri+7n7PMGDBGmd/scNksKz x7A3/xjIiK6iHwgcOiLmoA== 0001007594-98-000015.txt : 19980513 0001007594-98-000015.hdr.sgml : 19980513 ACCESSION NUMBER: 0001007594-98-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980328 FILED AS OF DATE: 19980512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCD INC CENTRAL INDEX KEY: 0001007594 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 042604950 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27744 FILM NUMBER: 98616646 BUSINESS ADDRESS: STREET 1: TWO TECHNOLOGY DR STREET 2: CENTENNIAL PARK CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 5085328800 MAIL ADDRESS: STREET 1: 2 TECHNOLOGY DRIVE CITY: PEABODY STATE: MA ZIP: 01960 10-Q 1 AUDIT LETTER SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 1998 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------- ---------- Commission file number 0-27744 PCD Inc. (Exact name of registrant as specified in its charter) Massachusetts 04-2604950 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2 Technology Drive, Centennial Park, Peabody, Massachusetts (Address of principal executive offices) 01960-7977 (Zip Code) Registrant's telephone number, including area code: 978-532-8800 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 ----- ----- Number of shares of common stock, $0.01 par value, outstanding at May 6, 1998: 8,350,682 PCD Inc. FORM 10-Q FOR THE QUARTER ENDED MARCH 28, 1998 Statements in this report concerning the future revenues, profitability, financial resources, product mix, market demand, product development and other statements in this report concerning the future results of operations, financial condition and business of PCD Inc. are "forward-looking" statements as defined in the Securities Act of 1933 and Securities Exchange Act of 1934. Investors are cautioned that the Company's actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the Company's operations and business environment, including the Company's dependence on the integrated circuit package interconnect and semiconductor industries, the Company's dependence on its principal customers and independent distributors, acquisitions and indebtedness, international sales and operations, fluctuations in demand for the Company's products, patent litigation involving the Company, rapid technological evolution in the electronics industry and the like. In addition, the Company may experience unanticipated costs or other difficulties in connection with the acquisition and integration of a business such as Wells Electronics, Inc. The Company's most recent filings with the Securities and Exchange commission, including Form 10-K, contain additional information concerning such risk factors, and copies of these filings are available from the Company upon request and without charge. 2 PART I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS PCD INC. Consolidated Balance Sheets as of March 28, 1998 and December 31, 1997. Consolidated Statements of Income for the quarters ended March 28, 1998 and March 29, 1997. Consolidated Statements of Cash Flows for the quarters ended March 28, 1998 and March 29, 1997. Notes to Condensed Consolidated Financial Statements. WELLS ELECTRONICS, INC. Consolidated Statements of Income for the quarter ended April 5, 1997. Consolidated Statements of Cash Flows for the quarter ended April 5, 1997. Notes to Condensed Consolidated Financial Statements. 3 PCD Inc. CONSOLIDATED BALANCE SHEETS (Condensed and unaudited) (In thousands)
3/28/98 12/31/97 ------- -------- ASSETS Current assets: Cash and cash equivalents................. $ 4,761 $ 3,990 Accounts receivable, net.................. 8,943 6,804 Inventory................................. 5,045 4,796 Prepaid expenses and other current assets. 1,541 1,135 -------- -------- Total current assets............... 20,290 16,725 Equipment and improvements Equipment and improvements................ 21,511 20,695 Accumulated depreciation.................. 5,705 4,852 -------- -------- Equipment and improvements, net.............. 15,806 15,843 Deferred tax asset........................... 15,520 15,335 Goodwill..................................... 60,947 61,718 Intangible assets............................ 13,239 13,539 Debt financing fees.......................... 1,736 1,800 Other assets................................. 1,708 1,632 -------- -------- Total assets....................... $129,246 $126,592 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY Current liabilities: Short-term debt and current portion of long-term debt........................ $ 17,700 $ 17,700 Accounts payable.......................... 4,133 4,213 Accrued liabilities....................... 7,898 7,444 -------- -------- Total current liabilities.......... 29,731 29,357 Long-term debt, net of current portion....... 65,300 65,300 Subordinated debenture - related party....... 24,411 22,903 Minority interest............................ 37 37 Stockholders' equity......................... 9,767 8,995 -------- -------- Total liabilities and stockholders' equity.......... $129,246 $126,592 ======== ========
The accompanying notes are an integral part of the consolidated financial statements. 4 PCD Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed and unaudited) (In thousands, except per share data)
Quarter Ended ------------------ 3/28/98 3/29/97 ------- ------- Net sales................................... $16,726 $6,217 Cost of sales............................... 7,241 3,264 ------- ------ Gross profit................................ 9,485 2,953 Operating expenses.......................... 3,762 1,356 Amortization................................ 1,071 - ------- ------ Income from operations...................... 4,652 1,597 Interest expense /(other income), net....... 4,662 (261) ------- ------- Income (loss) before income taxes........... (10) 1,858 Provision for income taxes.................. 17 683 ------- ------- Net income (loss)........................... $ (27) $1,175 ======= ====== Net income (loss) per share: Basic.................................. $ - $ 0.20 ======= ====== Diluted................................ $ - $ 0.18 ======= ====== Weighted average number of common and common equivalent shares outstanding Basic.................................. 6,045 5,885 ===== ===== Diluted................................ 6,045 6,595 ===== =====
The accompanying notes are an integral part of the consolidated financial statements. 5 PCD Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed and unaudited) (In thousands)
Quarter Ended ------------------ 3/28/98 3/29/97 ------- ------- Cash flows from operating activities: Net income (loss)............................... $ (27) $1,175 Adjustments to reconcile net income to net cash provided by operating activities Depreciation................................. 853 377 Amortization of deferred compensation........ 15 15 Amortization of intangible assets............ 1,135 - Amortization of warrant...................... 2,328 - Foreign currency adjustments................. (76) - Tax benefit from stock options exercised..... - 161 Deferred taxes............................... (185) - Changes in operating assets and liabilities: Increase in accounts receivable............ (2,139) (531) Increase in inventory...................... (249) (254) Increase in prepaid expenses and other current assets........ (406) (3) Increase in other assets................... (76) (9) Decrease in accounts payable............... (80) (92) Increase (decrease) in accrued liabilities. 454 (293) ------- ------- Net cash provided by operating activities............................. 1,547 546 Cash flows from investing activities: Capital expenditures............................ (816) (392) ------- ------- Net cash used in investing activities.... (816) (392) Cash flows from financing activities: Purchase of warrant............................. 5 - Exercise of common stock options................ 35 64 ------- ------- Net cash provided by financing activities 40 64 ------- ------- Net increase in cash.............................. 771 218 Cash and cash equivalents at beginning of period.. 3,990 20,529 ------- ------- Cash and cash equivalents at end of period........ $ 4,761 $20,747 ======= =======
The accompanying notes are an integral part of the consolidated financial statements. 6 PCD Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (March 28, 1998 Unaudited) Note 1. INTERIM FINANCIAL STATEMENTS The condensed consolidated financial statements included herein have been prepared by the Company, without audit, 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 the Company believes that the disclosures are adequate to make the information presented not misleading. This financial data should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1997 which are included in the Company's Form 10-K filing. Results for the interim period presented are not necessarily indicative of results to be anticipated for the entire year. All financial statements subsequent to December 26, 1997 include the acquisition of Wells Electronics, Inc. by the Company accounted for on the purchase method of accounting and include all adjustments necessary for a fair presentation in the interim periods presented. All adjustments made are of a normal recurring nature. Note 2. NET INCOME PER SHARE In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings Per Share ("FAS 128"). In accordance with FAS No. 128, the following tables reconcile net income and weighted average shares outstanding to the amounts used to calculate basic and diluted earnings per share for each of the periods ended March 28, 1998 and March 29, 1997:
Net Income Per Share (Loss) Shares Amount ----------- --------- ------- For the period ended March 28, 1998 Basic and diluted loss...................... $ (27,000) 6,045,360 $ - ========== ========= ====== For the period ended March 29, 1997 Basic earnings.............................. $1,175,000 5,884,790 $ 0.20 Assumed exercise of options (treasury method) - 710,427 - ---------- --------- ------ Diluted earnings............................ $1,175,000 6,595,217 $ 0.18 ========== ========= ======
7 Note 3. INVENTORY
3/28/98 12/31/97 ------- -------- (In Thousands) Inventory: Raw materials and finished subassemblies $3,629 $3,387 Work in process......................... 477 532 Finished goods.......................... 939 877 ------ ------ Total................................. $5,045 $4,796 ====== ======
Note 4. CHANGES IN ACCOUNTING PRINCIPLES Effective January 1, 1998, PCD adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income." This Statement requires that all items recognized under accounting standards as components of comprehensive earnings be reported in an annual financial statement that is displayed with the same prominence as other annual financial statements. This Statement also requires that an entity classify items of other comprehensive earnings by their nature in an annual financial statement. For example, other comprehensive earnings may include foreign currency translation adjustments, minimum pension liability adjustments, and unrealized gains and losses on marketable securities classified as available-for-sale. Annual financial statements for prior periods have been reclassified, as required. PCD's total comprehensive earnings were as follows:
Three Months Ended ------------------ 3/28/98 3/29/97 ------- ------- (In thousands) Net earnings (loss) $ (27) $ 1,175 Other comprehensive loss, net (46) - ------- ------- Total comprehensive earnings (loss) $ (73) $ 1,175 ======= =======
8 Note 5. NEW ACCOUNTING STANDARDS In 1997, the Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise and Related Information (FAS 131), which goes into effect in 1998. FAS 131 requires the reporting in the financial statements of certain new additional information about operating segments of a business. Application of FAS 131 is not required for interim reporting in the initial year of application. PCD is currently evaluating the impact that FAS 131 will have on its future reporting requirements. Note 6. SUBSEQUENT EVENT On April 22, 1998, the Company sold 2,000,000 shares of its Common Stock and received net proceeds of approximately $37.0 million. On May 6, 1998, the Company sold an additional 300,000 shares of its Common Stock pursuant to the exercise of the Underwriters' over-allotment option and the Company received net proceeds of approximately $5.7 million. The total net proceeds of approximately $42.7 million from the Company's public offering (pursuant to a registration statement that was declared effective April 16, 1998) are not reflected on the March 28, 1998 Consolidated Balance Sheet and the Consolidated Statement of Cash Flows. The proceeds of this offering were used to pay off the $25 million subordinated debenture and a portion of the Senior Bank financing. Note 7. LITIGATION On August 21, 1995, the Company's wholly-owned subsidiary, CTi Technologies, Inc. ("CTi"), filed an action in the United States District Court for the District of Arizona against Wayne K. Pfaff, an individual residing in Texas ("Pfaff"), and Plastronics Socket Company, Inc., a corporation affiliated with Pfaff, alleging and seeking a declaratory judgment that two United States patents issued to Pfaff and relating to certain burn-in sockets for "leadless" IC packages (the "Pfaff Leadless Patent") and ball grid array ("BGA") IC packages (the "Pfaff BGA Patent") (collectively, the "Pfaff Patents") are invalid and are not infringed by CTi, the products of which include burn-in sockets for certain "leaded" packages (including Quad Flat Paks) (the "CTi Leaded Products") and BGA packages (the "CTi BGA Products") (collectively, the "CTi Products"). Pfaff has filed a counterclaim alleging that CTi infringes the Pfaff Leadless Patent and has requested an award of damages; the counterclaim does not allege infringement of the Pfaff BGA Patent. Pfaff has 9 also sought a permanent injunction against further infringement by CTi of the Pfaff Leadless Patent. That action has been stayed pending resolution of another action, described below, involving the Pfaff Leadless Patent. In litigation between Wells and Pfaff concerning the Pfaff Leadless Patent, the United States Court of Appeals for the Federal Circuit has found all of the individual descriptions of the invention (the "Claims" of the patent) of the Pfaff Leadless Patent which were at issue in that case to be invalid. The basis for the decision of the Court of Appeals was a finding that the invention covered by the Pfaff Leadless Patent had been "on sale" for more than one year before the filing of a patent application. An invention that has been "on sale" for more than one year before the filing of the patent application may not be patented. Certain other Claims of the patent were not at issue in the Pfaff v. Wells case, and their validity was not decided by the Court of Appeals, because Pfaff did not allege that products of Wells infringed such Claims. These other Claims include design elements not incorporated into products of Wells or CTi, including the use of contact pins formed with a pair of parallel blades extending from a common base. The United States Supreme Court has accepted an appeal on the Pfaff v. Wells case, limited to the question of whether the Pfaff Leadless Patent should have been held invalid on the basis of the "on sale" bar if Pfaff's invention was not "fully completed" more than one year before he filed his patent application. The Supreme Court could affirm or reverse the decision of the Court of Appeals. If the Supreme Court affirms the decision of the Court of Appeals, the determination of invalidity of the Claims at issue in the Pfaff v. Wells case will become final. This determination will be binding with respect to such Claims in the CTi v. Pfaff action in the District of Arizona. The reasoning of the Pfaff v. Wells decision, moreover, could support CTi's position that the remaining Claims of that patent are invalid. This conclusion is based on the Company's belief that the invention covered by such remaining Claims was also "on sale" for more than one year before the date of the application for the Pfaff Leadless Patent. If the Supreme Court reverses the decision of the Court of Appeals, the lower courts will then determine the validity of the Claims of the Pfaff Leadless Patent at issue on other grounds and will determine whether the products of Wells infringe on these Claims of the Pfaff Leadless Patent. The Company believes, based on the advice of counsel, that CTi and Wells have meritorious defenses against any allegations of infringement under the Pfaff Patents, and, if necessary, CTi 10 and Wells will vigorously litigate their positions. There can be no assurance, however, that the Company, CTi or Wells will prevail in any pending or future litigation, and a final court determination that CTi or Wells has infringed the Pfaff Leadless Patent could have a material adverse effect on the Company. Such adverse effect could include, without limitation, the requirement that CTi or Wells pay substantial damages for past infringement and an injunction against the manufacture or sale in the United States of such products as are found to be infringing. 11 Wells Electronics, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (Condensed and unaudited) (In thousands, except share data)
Quarter Ended ------------- 4/5/97 ------ Net sales.............................. $ 9,737 Cost of sales.......................... 3,576 ------- Gross profit........................... 6,161 Operating expenses..................... 2,350 Amortization........................... 146 ------- Income from operations................. 3,665 Interest expense /(other income), net.. (305) ------- Income (loss) before income taxes...... 3,970 Provision for income taxes............. 972 ------- Net income (loss)...................... $ 2,998 ======= Earnings per share..................... $383.13 ======= Average number of shares............... 7,825 ======= The accompanying notes are an integral part of the consolidated financial statements. 12 Wells Electronics, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed and unaudited) (In thousands)
Quarter Ended ------------- 4/5/97 ------ Cash flows from operating activities: Net income (loss)............................... $2,998 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization................ 700 Foreign currency adjustments................. (79) Deferred taxes............................... 414 Changes in operating assets and liabilities: Increase in accounts receivable............ (1,462) Decrease in inventory...................... 193 Decrease in prepaid expenses and other current assets........ 70 Decrease in other assets................... 714 Decrease in accounts payable............... (389) Increase in accrued liabilities. .......... 2,046 ------- Net cash provided by operating activities................ 5,205 Cash flows from investing activities: Capital expenditures............................ (1,475) ------- Net cash used in investing activities.... (1,475) Cash flows from financing activities: Principal payments on debt...................... (713) Net intercompany transfers...................... (3,582) ------- Net cash provided by financing activities (4,295) ------- Net increase in cash.............................. (565) Cash and cash equivalents at beginning of period.. 784 ------- Cash and cash equivalents at end of period........ $ 219 =======
The accompanying notes are an integral part of the consolidated financial statements. 13 Wells Electronics, Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (March 28, 1998 Unaudited) Note 1. INTERIM FINANCIAL STATEMENTS The condensed consolidated financial statements included herein have been prepared by the Company, without audit, 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 the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements have been prepared on the basis of Wells Electronics, Inc. historical records and do not reflect any adjustments related to the purchase of Wells by PCD, which occurred on December 26, 1997. This financial data should be read in conjunction with the audited financial statements and notes thereto for the period ended December 26, 1997 which are included in the Company's Form 10-K filing. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As used herein, the terms "Company" and "PCD," unless otherwise indicated or the context otherwise requires, refer to PCD Inc. and its subsidiaries, including Wells Electronics, Inc. and its subsidiaries ("Wells"). However, all financial information for periods ended before December 26, 1997, unless otherwise indicated or the context otherwise requires, is for PCD Inc. and its subsidiaries, excluding Wells and its subsidiaries. RESULTS OF OPERATIONS QUARTER ENDED MARCH 28, 1998 COMPARED TO THE QUARTER ENDED MARCH 29, 1997 NET SALES. Net sales increased 169.0% to $16.7 million for the quarter ended March 28, 1998, from $6.2 million for the quarter ended March 29, 1997. This change in net sales of $10.5 reflects the results of the incorporation of the Wells acquisition and a 25% growth in sales of the Company's (excluding Wells) existing business. Sales attributable to the acquisition in the first quarter of 1998 were $9.0 million. The projects recorded as in-process research and development ("IPR&D") 14 are proceeding according to the Company's estimates and expectations. GROSS PROFIT. Gross profit increased to $9.5 million for the quarter ended March 28, 1998, from $3.0 million for the quarter ended March 29, 1997. As a percentage of net sales, gross margin increased to 56.7% for the quarter ended March 28, 1998 from 47.5% for the quarter ended March 29, 1997. The improvement in the gross profit reflects the integration of the higher margin burn-in socket product line from the Wells acquisition. OPERATING EXPENSES. Operating expenses include selling, general and administrative expenses and costs of product development. Operating expenses were $4.8 million, or 28.9% of net sales, for the quarter ended March 28, 1998, compared to $1.4 million, or 21.8% of net sales, for the quarter ended March 29, 1997. The dollar increase in operating expenses of $3.4 million reflects the additional costs due to the inclusion of the Wells acquisition as well as the amortization of intangible assets associated with the Wells acquisition of $1.1 million. INTEREST AND OTHER INCOME (EXPENSE), NET. Interest expense and other income, net, increased to an expense of $4.7 million in the quarter ended March 28, 1998 from income of $0.3 million in the quarter ended March 29, 1997. The increase in interest expense is made up of two components, the interest expense associated with the debt incurred in connection with the Wells acquisition of $2.4 million and the amortization of the Emerson Warrant as interest expense of $2.3 million. In the second quarter, there will be additional interest expense of approximately $600,000 for the final portion of the amortization of the Emerson Warrant and an additional $812,500 related to the pre-payment penalty on the Subordinated Debenture. The Company expects that after the second quarter, the interest expense will decline due to the pay off of the Subordinated Debenture and a partial payoff of the Senior Credit Facility as a result of the net proceeds from the public offering. See Note 6 to the Notes of Condensed Consolidated Financial Statements for PCD Inc. PROVISION FOR INCOME TAXES. The provision for income taxes for the quarter ended March 28, 1998 was approximately $17,000 on a pre-tax loss of approximately $10,000. This compares to 36.8% in the quarter ended March 29, 1997. The change in the effective income tax rate is due to the application of the appropriate effective tax rates for each of the state and foreign tax jurisdictions in which the Company operates. 15 LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities in the quarter ended March 28, 1997 was $1.5 million, compared to $0.5 million in the quarter ended March 27, 1997. These funds were sufficient to meet capital expenditures of approximately $0.8 million and financing needs. The Company currently anticipates that its capital expenditures for 1998 will be approximately $7 million, which consists primarily of purchased tooling and equipment required to support the Company's business. The amount of these anticipated capital expenditures will frequently change based on future changes in business plans and conditions of the Company and changes in economic conditions. In December 1997, the Company obtained a Senior Credit Facility for $90 million from Fleet National Bank and other lenders (the "Senior Credit Facility") to finance in part the Wells acquisition. In addition, the Company obtained $25 million in subordinated debt financing from Emerson Electric Co. ("Emerson") pursuant to a Subordinated Debenture (the "Debenture") issued to Emerson. On April 22, 1998, the Company repaid 100% of the Subordinated Debenture and a portion of the outstanding balance on its Senior Credit Facility from proceeds of a public offering of its Common Stock. The Company believes its existing working capital and borrowing capacity, coupled with the funds generated from the Company's operations, will be sufficient to fund its anticipated working capital, capital expenditure and debt payment requirements through 1999. Because the Company's capital requirements cannot be predicted with certainty, there can be no assurance that any additional financing will be available on terms satisfactory to the Company or not disadvantageous to the Company's stockholders. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not Applicable 16 PART II OTHER INFORMATION Item 1. Legal Proceeding See Note 7 to the Company's Condensed Consolidated Financial Statements (above). Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule. (b) Reports on Form 8-K A report on Form 8-K was filed by the Company on January 9, 1998 and amended and filed on March 11 and 24, and April 20, 1998. This report included: a) a description of the Company's acquisition on December 26, 1997 of Wells Electronics, Inc., b) the Financial Statements of Wells Electronics, Inc., c) Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 1997, and d) information pertaining to the financing obtained to finance the acquisition. 17 S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PCD INC. (Registrant) Dated: May 12, 1998 /s/ John L. Dwight, Jr. ------------ ------------------------------ John L. Dwight, Jr. Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) Dated: May 12, 1998 /s/ Mary L. Mandarino ------------ ------------------------------ Mary L. Mandarino Vice President, Finance and Administration, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 18 Exhibit Index - ------------- Exhibit Number Description - ------- ----------------------------------------- 27.1 Financial Data Schedule. EX-27 2
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY TO REFERENCE TO SUCH FINANCIAL INFORMATION 1000 3-MOS DEC-31-1998 MAR-28-1998 4,761 0 9,310 367 5,045 20,290 21,511 5,705 129,246 29,731 89,711 0 0 60 9,707 129,246 16,726 16,726 7,241 7,241 4,833 0 4,849 (10) 17 (27) 0 0 0 (27) 0.00 0.00
-----END PRIVACY-ENHANCED MESSAGE-----