-----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, ThHqqtuFqPnP6NT8ekf3TB2eTkYLfH1dllYAbPjBUbzdyR1Sd+aDOhpARgTdSrGo 8C/GdJCKil9bEUKft83c7A== 0000950109-95-004562.txt : 19951118 0000950109-95-004562.hdr.sgml : 19951118 ACCESSION NUMBER: 0000950109-95-004562 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951109 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALTRON INC CENTRAL INDEX KEY: 0000741339 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 042464301 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-13230 FILM NUMBER: 95588780 BUSINESS ADDRESS: STREET 1: ONE JEWEL DR CITY: WILMINGTON STATE: MA ZIP: 01887 BUSINESS PHONE: 5086585800 MAIL ADDRESS: STREET 1: ONE JEWEL DRIVE CITY: WILMINGTON STATE: MA ZIP: 01887 10-Q 1 FORM 10-Q - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1995 COMMISSION FILE NUMBER 0-13230 ALTRON INCORPORATED (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MASSACHUSETTS 04-2464301 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 01887 ONE JEWEL DRIVE, WILMINGTON, MA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (508) 658-5800 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NONE (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 [_]. The number of shares of Common Stock of the Registrant outstanding as of September 30, 1995 was 9,957,834 shares. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ALTRON INCORPORATED AND SUBSIDIARIES INDEX
PAGE NUMBER ------ PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheets--September 30, 1995 and December 31, 1994.................................................... 3 Consolidated Income Statements--Three and Nine Months Ended September 30, 1995 and October 1, 1994...................... 4 Consolidated Statements of Cash Flows--Nine Months Ended September 30, 1995 and October 1, 1994...................... 5 Notes to Consolidated Financial Statements................... 6-7 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................... 8 PART II. OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K............................. 9 Signatures................................................... 10
2 PART I--FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS ALTRON INCORPORATED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31, 1995 1994 ------------- ------------ (UNAUDITED) ASSETS Current Assets: Cash and cash equivalents........................... $ 9,539 $ 8,306 Short-term investments.............................. 24,714 2,028 Accounts receivable, less allowances of $725 and $625............................................... 19,894 15,816 Inventories......................................... 19,644 11,519 Other current assets................................ 2,967 2,324 -------- ------- Total Current Assets.............................. 76,758 39,993 -------- ------- Property, Plant and Equipment, net.................... 28,230 24,510 -------- ------- Costs in Excess of Net Assets of Acquired Company..... 3,808 4,019 -------- ------- $108,796 $68,522 ======== ======= LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Current portion of long-term debt................... $ 3,171 $ 805 Accounts payable.................................... 12,957 9,275 Accrued payroll and other employee benefits......... 4,255 2,882 Other accrued expenses.............................. 3,160 2,489 -------- ------- Total Current Liabilities......................... 23,543 15,451 -------- ------- Long-term Debt........................................ 4,622 8,646 -------- ------- Deferred Income Taxes................................. 5,279 4,044 -------- ------- Stockholders' Investment: Preferred stock, $1.00 par value-- Authorized--1,000,000 shares Issued and outstanding--none...................... -- -- Common stock, $.05 par value-- Authorized--30,000,000 shares Issued--10,114,888 and 8,577,552 shares........... 506 429 Paid-in capital..................................... 35,459 10,664 Retained earnings................................... 39,664 29,565 -------- ------- 75,629 40,658 Less treasury stock, at cost, 157,054 shares........ 277 277 -------- ------- Total Stockholders' Investment.................... 75,352 40,381 -------- ------- $108,796 $68,522 ======== =======
The accompanying notes are an integral part of these consolidated financial statements. 3 ALTRON INCORPORATED AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENTS (IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------ ------------------------ SEPTEMBER 30, OCTOBER 1, SEPTEMBER 30, OCTOBER 1, 1995 1994 1995 1994 ------------- ---------- ------------- ---------- Net Sales.................... $34,753 $26,682 $102,139 $75,061 Cost of Sales................ 26,280 20,883 78,171 58,492 ------- ------- -------- ------- Gross Profit................. 8,473 5,799 23,968 16,569 Selling, General and Administrative Expenses..... 2,535 2,200 7,735 6,284 ------- ------- -------- ------- Income from Operations....... 5,938 3,599 16,233 10,285 Other Income................. 475 25 897 120 Interest Expense............. 88 116 300 407 ------- ------- -------- ------- Income before Provision for Income Taxes................ 6,325 3,508 16,830 9,998 Provision for Income Taxes... 2,530 1,401 6,731 3,996 ------- ------- -------- ------- Net Income................... $ 3,795 $ 2,107 $ 10,099 $ 6,002 ======= ======= ======== ======= Net Income Per Common and Common Equivalent Share..... $ .36 $ .24 $ 1.05 $ .70 ======= ======= ======== ======= Weighted Average Common and Common Equivalent Shares Outstanding................. 10,641 8,776 9,634 8,628 ======= ======= ======== =======
The accompanying notes are an integral part of these consolidated financial statements. 4 ALTRON INCORPORATED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS, UNAUDITED)
NINE MONTHS ENDED ------------------------ SEPTEMBER 30, OCTOBER 1, 1995 1994 ------------- ---------- Cash Flows from Operating Activities: Net income........................................... $ 10,099 $ 6,002 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization...................... 3,654 2,826 Deferred income taxes.............................. 1,235 1,136 Changes in current assets and liabilities, net of assets acquired: Accounts receivable.............................. (4,078) (2,710) Inventories...................................... (8,125) (2,434) Other current assets............................. (643) (679) Accounts payable................................. 3,682 2,118 Accrued expenses................................. 2,044 1,533 -------- ------- Net cash provided by operating activities............ 7,868 7,792 -------- ------- Cash Flows from Investing Activities: Purchases of short-term investments................ (78,352) -- Sales of short-term investments.................... 55,666 -- Capital expenditures............................... (7,163) (4,974) Purchase of a company, net of cash acquired........ -- (2,994) -------- ------- Net cash used in investing activities................ (29,849) (7,968) -------- ------- Cash Flows from Financing Activities: Net decrease in short-term debt.................... -- (175) Principal payments of long-term debt............... (1,658) (577) Proceeds from issuance of common stock............. 24,872 192 -------- ------- Net cash provided by (used in) financing activities.. 23,214 (560) -------- ------- Net Change in Cash and Cash Equivalents.............. 1,233 (736) Cash and Cash Equivalents, Beginning of Period....... 8,306 8,877 -------- ------- Cash and Cash Equivalents, End of Period............. $ 9,539 $ 8,141 ======== ======= Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest......................................... $ 385 $ 517 Income taxes..................................... 5,485 3,598
The accompanying notes are an integral part of these consolidated financial statements. 5 ALTRON INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) BUSINESS Altron Incorporated (the "Company") is a leading contract manufacturer of interconnect products used in advanced electronic equipment. The Company manufactures complex products in the mid-volume sector of the electronic interconnect industry including custom-designed backplanes, surface mount assemblies and total systems, as well as multilayer, high density printed circuit boards. Altron's customers include a diversified base of manufacturers in the telecommunication, data communication, computer, industrial and medical segments of the electronics industry. On May 26, 1995, the Company completed a public offering of 1,395,000 shares of its common stock, resulting in net proceeds of approximately $24.4 million. On June 9, 1995, the Company formed Altron Securities Corporation, a wholly- owned Massachusetts investment subsidiary. (2) INTERIM FINANCIAL STATEMENTS In the opinion of the Company's management, these financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for such periods. The unaudited results of operations for the quarter and nine months ended September 30, 1995 are not necessarily an indication of the results of operations for the full year. The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Altron Systems Corporation and Altron Securities Corporation. All significant intercompany balances and transactions have been eliminated in consolidation. Printed circuit boards manufactured by the Company and used in its assembly operations are included in value added contract manufacturing sales. Printed circuit board sales represent sales to third parties. For information as to the significant accounting policies followed by the Company and other financial and operating information, see the Company's Form 10-K for the year ended December 31, 1994 as filed with the Securities and Exchange Commission (Commission File No. 0-13230). These interim financial statements should be read in conjunction with the financial statements included in the Form 10-K. (3) INVESTMENTS At September 30, 1995, the Company's investments consisted primarily of debt securities issued by the U.S. Treasury, other U.S. Government agencies and municipalities. These investments were classified as available-for-sale and recorded at amortized cost which was not materially different from fair value. The value of investments with maturities less than one year was $19,947,000 and greater than one year was $4,767,000 at September 30, 1995. Debt obligations with contractual maturities greater than one year are classified as current assets because the Company has the option to liquidate them in the short-term. (4) INVENTORIES Inventories are stated at the lower of cost (first-in, first-out method) or market. Cost includes materials, labor and manufacturing overhead. Inventories are summarized as follows (in thousands):
SEPTEMBER 30, DECEMBER 31, 1995 1994 ------------- ------------ Raw materials................................... $ 9,989 $ 5,120 Work-in-process................................. 9,655 6,399 ------- ------- $19,644 $11,519 ======= =======
6 ALTRON INCORPORATED AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (5) SHORT-TERM DEBT The Company has a $5,000,000 unsecured line of credit available with its bank at the bank's prime rate. There were no borrowings outstanding under the line of credit and the entire line was available at September 30, 1995 and December 31, 1994. (6) SIGNIFICANT CUSTOMERS One customer, Motorola Inc., accounted for approximately 18% and 13% of net sales for the nine month periods ended September 30, 1995 and October 1, 1994, respectively. 7 ALTRON INCORPORATED AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales for the third quarter of 1995 increased 30% to $34.8 million from net sales of $26.7 million for the same quarter of 1994. Net sales for the first nine months of 1995 increased 36% to $102.1 million compared to $75.1 million for the same period last year. The increase was primarily the result of increased shipments of value added assembly products to the Company's largest customers in the communication and computer segments of the electronics industry. Value added contract manufacturing sales for the third quarter and nine months of 1995 were $25.3 million and $74.3 million, respectively, or 73% of the Company's net sales for each period. Net sales for the comparable third quarter and nine months of 1994 were $16.0 million and $44.6 million respectively, or 60% of the Company's net sales for each period. Printed circuit board sales for the third quarter and nine months of 1995 were 27% of the Company's net sales compared to 40% of net sales for the third quarter and nine months of 1994. Gross margin as a percentage of net sales for the third quarter of 1995 increased to 24.4% as compared to 21.7% in 1994. Gross margin as a percentage of net sales for the first nine months of 1995 increased to 23.5% compared to 22.1% in 1994. The improvement in the Company's gross margin was primarily a result of better absorption of fixed costs due to the higher shipment levels and was also due to manufacturing efficiencies gained through productivity and product yield improvements. Selling, general and administrative expenses as a percentage of net sales decreased to 7.3% in the third quarter of 1995 from 8.2% for the same quarter of 1994. In the first nine months of 1995, selling, general and administrative expenses decreased to 7.6% of net sales compared to 8.4% for the same period in 1994. The decline in selling, general and administrative expenses as a percentage of net sales was principally the result of higher net sales and tight expense controls in all areas. Other income increased $450,000 in the third quarter and $777,000 for the first nine months of 1995 as compared to the respective periods of 1994. The increases resulted primarily from higher cash balances available for investment mainly due to net proceeds of approximately $24.4 million received from the sale of the Company's common stock during the second quarter. Interest expense was $28,000 lower in the third quarter and $107,000 lower for the first nine months of 1995 as compared to the same periods in 1994 as a result of the payoff of $1.2 million on the Company's term loan in the prior quarter and lower outstanding borrowings. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1995, the Company had working capital of $53.2 million compared to $24.5 million at December 31, 1994. Cash and cash equivalents and short-term investments were $34.3 million at September 30, 1995 and $10.3 million at December 31, 1994. The increase in cash and cash equivalents and working capital in 1995 was principally due to net proceeds from the public offering of the Company's common stock completed on May 26, 1995. At September 30, 1995, the Company's $3 million unsecured term loan was reclassified from long-term debt to a current obligation due to the maturity date being less than one year. At September 30, 1995, the Company had a $5 million line of credit arrangement with its bank, all of which was available. The Company believes that its existing bank credit and working capital, together with funds generated from operations, will be sufficient to satisfy anticipated sales growth and investment in manufacturing facilities and equipment. The Company had commitments for approximately $1.4 million of capital expenditures as of September 30, 1995. 8 ALTRON INCORPORATED AND SUBSIDIARIES PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a)Exhibits 27 -- Financial Data Schedule (b)Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended September 30, 1995. 9 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THE REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED. Altron Incorporated and Subsidiaries
NAME TITLE DATE ---- ----- ---- /s/ Samuel Altschuler Chairman of the Board of November 9, 1995 - ----------------------------------- Directors and President SAMUEL ALTSCHULER (principal executive officer) /s/ Burton Doo Executive Vice President and November 9, 1995 - ------------------------------------ Director, President, Altron BURTON DOO Systems Corporation /s/ Peter D. Brennan Vice President, Chief November 9, 1995 - ------------------------------------ Financial Officer and PETER D. BRENNAN Treasurer (principal financial and accounting officer)
10 EX-27 2 ARTICLE 5 FDS
5 1,000 9-MOS DEC-30-1995 JAN-01-1995 SEP-30-1995 9,539 24,714 20,619 725 19,644 76,758 54,140 25,910 108,796 23,543 4,622 506 0 0 74,846 108,796 102,139 102,139 78,171 85,906 (897) 0 300 16,830 6,731 10,099 0 0 0 10,099 1.05 1.05
-----END PRIVACY-ENHANCED MESSAGE-----