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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended: April 1, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the transition period from _________ to __________
Commission file number: 333-32207
HCC INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2691666
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4232 Temple City Blvd., Rosemead, California 91770
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(Address of principal executive offices)
(626) 443-8933
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(Registrant's telephone number, including area code)
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Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
------------------ -----------------------------------------
None None
Securities registered pursuant to Section 12 (g) of the Act:
10 3/4% Senior Subordinated Notes Due 2007
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 ( )
Registrant's Common Stock, outstanding at April 1, 2000 was 135,495 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Documents referenced on Exhibits Index, which begins on page 45
HCC INDUSTRIES INC.
INDEX TO ANNUAL REPORT ON FORM 10-K
CAPTION PAGE
PART I
Item 1. - BUSINESS.............................................. 3
Item 2. - PROPERTIES............................................ 11
Item 3. - LEGAL PROCEEDINGS..................................... 11
Item 4. - SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS...................................... 14
PART II
Item 5. - MARKET FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS................ 15
Item 6. - SELECTED FINANCIAL DATA............................... 15
Item 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................................ 16
Item 7a. - QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RATE RISK................................ 20
Item 8. - FINANCIAL STATEMENTS AND SUPPLEMENTAL
DATA.................................................. 20
Item 9. - CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE............................................ 39
PART III
Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT............................................ 39
Item 11. - EXECUTIVE COMPENSATION................................ 40
Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT................................. 44
Item 13. - CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.......................................... 45
PART IV
Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K............................... 46
SIGNATURES....................................................................... 50
2
PART I
ITEM 1 - BUSINESS
GENERAL
Except where the context indicates otherwise, the term "Company" means
HCC Industries Inc. and its wholly owned subsidiaries Hermetic Seal Corporation,
Glasseal Products, Inc., Sealtron, Inc., Norfolk Avon Realty Trust, HCC
Industries International, HCC Machining Company, Inc. and HCC Foreign Sales
Corporation.
The Company was incorporated in Delaware in 1985 and is one of the
largest custom manufacturers of high precision hermetically sealed electronic
connection devices in the United States. High precision hermetic seals are used
primarily to permit the flow of electricity across a barrier used to separate
different atmospheric media (such as gas or liquid to air or vacuum) existing on
opposite sides of the barrier. A hermetic seal is generally accomplished through
the creation of a glass-to-metal seal ("GTMS").The hermetic seals manufactured
by the Company generally fall into four categories - terminals, headers,
connectors and microelectronics packages. A "terminal" is a device characterized
by having only a single contact pin, while a "header" has multiple contact pins
inserted in a frame. A "connector" is a type of terminal or header which can be
mechanically coupled to or uncoupled from another connection. A "microelectronic
package" is a container for thick and thin film substrates onto which hybrid
circuitry has been etched. The Company operates in the premium segment of the
market by providing high precision GTMS, custom designed to meet specific
customer requirements. Each GTMS generally consists of a metal body or housing,
metal contact pins, and an insulator fabricated from glass, ceramic or
glass/ceramic mixtures. GTMS range in size from a two foot long, eight inch
diameter cylindrical connector utilized for through-hull communication links for
nuclear submarines, to a 40/1000 inch outside diameter (12/1000 inch inside
diameter) implant to measure pressure in the heart chamber.
The Company believes that it has been an industry leader in the design
and manufacture of GTMS since it developed its GTMS process in 1945. The Company
has developed over 75,000 different configurations, primarily for the following
industries: (1) automotive (for use in, for example, the initiators in airbags
and seat belt pretensioners); (2) aerospace and military electronics (for use
in, for example, gyro guidance devices, flight instrumentation, jet engine
controls, and space suit controls); (3) test and measurement (for use in, for
example, temperature and pressure transducers, infrared detection
instrumentation, electro-optical devices and fuel injection monitoring devices);
(4) medical electronics (for use in, for example, pacemakers, kidney dialysis
machines and devices for monitoring vital life signs); (5) telecommunications
(for use, in for example, fiber optics); and (6) energy (for use in, for
example, oil drilling equipment and down-hole logging instrumentation and for
conventional and nuclear electric power generating plants).
On February 14, 1997, pursuant to a Stock Purchase and Sale Agreement
(the "Recapitalization Agreement") dated as of December 23, 1996, the Company,
certain members of management, Windward Capital Associates, L.P. ("Windward")
and certain affiliates of Windward (collectively, with Windward, the "Windward
Group") and Metropolitan Life Insurance Company ("MetLife") completed a
recapitalization of the Company (the "Recapitalization"). The Windward Group is
a group of related entities which make merchant banking investments pursuant to
certain program agreements. In connection with the Recapitalization, among other
things: (i) the Company entered into Credit Facilities, consisting of: (a) a
$10,000,000 five year Revolving Credit Facility, (b) a $30,000,000 five year
Tranche A Term Loan and (c) a $30,000,000 six and one-half year Tranche B Term
Loan; (ii) the Company issued $19,300,000, net of discount, in subordinated
notes to the Windward Group and MetLife along with 8,614 shares of common stock
and certain contingent anti-dilution warrants for an aggregate purchase price of
$22,500,000; (iii) the Company purchased a portion of the shares of Common Stock
(at $370 per share) beneficially owned by the selling stockholders for
$87,500,000, including certain transaction expenses, in cash and $5,000,000 in
contingent subordinated notes; (iv) the Windward Group purchased 87,721 shares
of Common Stock (at $370 per share) from the Company for $32,500,000 in cash;
and (v) the Company repaid certain of its
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outstanding indebtedness. In accounting for the recapitalization, no fair value
adjustments were made to the book value of the Company's assets and no goodwill
was recognized. On March 28, 1998, $2,500,000 of the contingent subordinated
notes vested upon achievement by the Company of certain operating performance
thresholds. On that date, the Company recorded a $2,500,000 charge to equity to
reflect additional purchase price associated with the shares purchased in the
Recapitalization.
On May 6, 1997, the Company issued $90,000,000 in principal amount of
Senior Subordinated Notes due in May 2007 (the "Old Notes") and used the
proceeds of such issuance to, among other things, (i) repay 100% of the
outstanding principal amount, together with all accrued but unpaid interest
thereon, of each of Term Loan A and Term Loan B and (ii) repurchase all
outstanding Mezzanine Units for $22,500,000, the initial purchase price thereof,
together with accrued but unpaid interest on the Mezzanine Notes. As a result of
this refinancing, the Company recorded an extraordinary loss of $986,000, net of
taxes. In addition on May 6, 1997, the Company amended the Revolving Credit
Facility to, among other things, increase the amount available thereunder from
$10,000,000 to $20,000,000. Pursuant to the Registration Rights Agreement
entered into with the issuance of the Old Notes, the Company on November 3, 1997
filed a Registration Statement under the Securities Act of 1933 with the SEC to
exchange the Old Notes for $90,000,000 of Senior Subordinated Exchange Notes
(the "New Notes"). The terms of the New Notes and the Old Notes are identical in
all material respects.
On June 20, 1997, the Company acquired substantially all of the assets
and assumed certain liabilities of Connector Industries of America, a
glass-to-metal sealing company. The purchase price was $2,100,000 paid in cash.
The transaction was accounted for as an asset purchase. In conjunction with the
acquisition, the Company assigned $1,372,000 to intangibles which will be
amortized over a 14 year period on a straight line basis.
The demand for the Company's products is largely dependent on the
automotive and aerospace industries. Sales to Special Devices Inc. ("SDI"), the
Company's largest customer, accounted for approximately 39% of the Company's
consolidated sales for the fiscal year ended April 1, 2000. Sales to the
Company's ten largest customers accounted for approximately 57% of consolidated
sales during the 2000 fiscal year. Approximately 70% of the Company's
consolidated sales for fiscal 2000 were to customers with which the Company had
contractual agreements, sole source relationships, letters of intent or
long-term purchase orders. A substantial portion of these business relationships
are informal and certain of the Company's contractual arrangements may be
terminated at will. In the past, SDI has attempted to find second source
suppliers and to secure a license from the Company to produce GTMS products
internally. In early 1997, SDI announced its intention to internally produce
100,000 glass-to-metal seal units per week in partial substitution of the units
supplied to SDI by the Company. Currently, the Company believes that SDI is in
qualification testing on their internally produced units. The Company shipped a
weekly average of approximately 1,000,000 units to SDI during fiscal 2000. On
March 18, 1999, the Company signed a new supply agreement with SDI through the
year 2002. The agreement provided for price concessions to SDI in consideration
of a two year contract extension.
4
COMPETITIVE STRENGTHS
The Company believes that it has the following competitive strengths:
LONG-TERM CUSTOMER RELATIONSHIPS. Many of the Company's customers,
including SDI, have been customers for over ten years. The Company believes that
both automotive and aerospace OEMs continue to seek long-term partnerships with
fewer core suppliers. The Company's relationships are strengthened by the fact
that many of its arrangements with its customers provide for the Company to act
as the sole source of supply for the customer. The Company estimates that
approximately 70% of the Company's consolidated sales for fiscal year 2000 were
from contractual agreements, sole source relationships, letters of intent or
long-term purchase orders.
MARKET LEADERSHIP. A number of the Company's products hold leading
market positions in their respective niche markets. The Company currently
believes based upon internal estimates that it produces hermetically sealed
products for approximately 50% of the airbag initiators produced in the United
States. The Company believes, based upon long-term relationships with SDI and
other airbag initiator suppliers, that it is well positioned to continue to
increase its market share, as well as expand its sales internationally.
COMMITMENT TO QUALITY AND SERVICE. The Company believes that its
commitment to provide consistent, high quality products and services and
flexible manufacturing and custom designed products at competitive prices, forms
the basis for its strong and diversified customer relationships. The Company
manufactures most of its parts to specific customer requirements. The Company
utilizes Statistical Process Control, Design Failure Mode Effects Analysis,
Process Failure Mode Analysis, and a strict adherence to complete manufacturing
documentation in order to manufacture high quality products for internal use as
well as external customer sales. The Company's three operating subsidiaries are
registered to ISO 9001.
PROPRIETARY TECHNOLOGY. The Company operates in the automotive,
aerospace and general industrial technologies markets in which products
typically require sophisticated engineering and production techniques. The
Company designs and manufactures new products to fulfill customer needs, and has
developed proprietary manufacturing technology since its founding in 1945. The
Company believes that this proprietary technology helps enable it to attract and
retain customers who require customized, high tolerance products. The Company
estimates that it has produced over 75,000 different variations of GTMS.
LOW COST OPERATIONS. The Company believes that its extensive "in-house"
capabilities and vertical integration are competitive advantages that have
allowed it to become a low cost producer. By controlling the tolerance of the
component parts, the Company has been able to reduce scrap and to increase the
yields of its products. Furthermore, the Company is continually developing and
assessing its programs designed to increase efficiency and enhance economies of
scale in order to further reduce costs.
DIVERSE PRODUCTS AND CUSTOMERS. The Company has a diverse customer
base, with sales of numerous product variations to approximately 1,200 customers
in fiscal 2000. Over the past several years, the Company has recognized
consistent growth in sales of GTMS products to the automotive, aerospace and
general industrial markets.
5
BUSINESS STRATEGY
The Company's strategy is to expand its business through:
FOCUSING ON CORE STRENGTHS. The Company continues to focus on what it
believes are its core strengths and to invest in those businesses that are
consistent with those strengths and which exhibit high growth potential. Core
strengths include the timely custom design and manufacturing of high tolerance,
high reliability components and the effective program management of long term
contracts and supply agreements.
LEVERAGING CUSTOMER RELATIONSHIPS. The Company works closely with its
customers to jointly develop and design new products and to improve the
performance and lower the cost of the Company's customers' products. The Company
has sole source supply contracts, shares product development, and enters into
other teaming arrangements with its key customers to further strengthen and
broaden its relationships. The Company believes that this strategy, together
with the successful performance under existing contracts has led to additional
long-term business from key existing customers and new customers.
PURSUING SELECTIVE ACQUISITIONS. The Company intends to pursue
selective acquisitions and to add products and capabilities that are
complementary to its existing operations. Priority is expected to be given to
acquiring businesses whose products can be manufactured in the Company's
existing facilities ("fold-in" acquisitions). The Company's operations are
characterized by a relatively high level of operating leverage; therefore, such
fold-in acquisitions should allow the Company to allocate costs across broader
synergistic product lines and represent additional volume through the Company's
existing facilities which should provide opportunities to improve profitability.
EXPANDING INTERNATIONALLY. The Company is considering the expansion of
its operations in Europe. The primary motivation in a geographic expansion would
most likely be to service the growth of its current customers' operations as
they expand their production operations abroad.
INDUSTRIES
The Company estimates the total size of the GTMS market to be $600
million, with approximately one-half estimated to be the specialized, high
precision segments in which the Company competes. The Company believes based
upon internal analysis that the market for high-end hermetically sealed products
is extremely fragmented, with no other competitor offering the same breadth of
products as the Company. The Company believes that its focus on the high-end,
custom segment of the GTMS market enables it to achieve higher margins.
The Company sells its products to four principal industries: (i) the
automotive parts industry for use in airbag initiators, automotive crash
sensors, seat belt pretensioners, climate control devices and anti-lock braking
systems; (ii) the aerospace industry for use primarily in commercial and
military aviation and electronics; (iii) general industry for use primarily in
process control, and other industrial, medical and telecommunications
applications; and (iv) the petrochemical industry, for use primarily in oil and
gas downhole analysis equipment.
AUTOMOTIVE
The Company provides GTMS products used in initiators for airbag
devices. At present, each airbag device requires at least one initiator (the
device that deploys the airbag). The automotive airbag industry has undergone
dynamic growth over the recent past stemming from increased consumer demand for
automotive safety devices and federal regulations requiring such devices.
Regulations adopted by the National Highway Traffic Safety Administration
require that airbags be the automatic frontal crash protection system used for
both the driver and front passenger in 100% of all passenger automobiles, light
trucks and vans manufactured for sale in the U. S. after August 31, 1998.
6
Although not mandated by law, initiator-based safety systems are also
employed in automobiles produced and sold in Europe and Asia, although fewer
than in the U. S. The systems utilized in Europe and Asia include airbag systems
similar to those in use in the U. S. and seat-belt pretensioners that employ
initiators. While the majority of airbag initiators manufactured for use in cars
outside the U. S. employ plastic initiators, there is a trend toward using GTMS
in such products due to their increased reliability.
COMMERCIAL AND MILITARY AVIATION AND ELECTRONICS
The Company provides hermetic seals that are used for a number of
different applications in commercial and military aviation and electronics,
primarily to protect guidance and sensor devices from the effects of changes in
atmospheric conditions. The Company believes based upon internal estimates that
GTMS products are utilized in almost every model of commercial aircraft
currently in production and its customers include essentially all major
aerospace suppliers. The Company's sales to the aerospace industry are dependent
to a certain extent on new construction of commercial and military aircraft. The
Company competes with a number of different suppliers in this market, based on
quality, delivery and price.
GENERAL AND INDUSTRIAL
The Company provides GTMS used in pressure and temperature transducers
(sensors), industrial process control equipment, capacitor end-seals for
electronic devices and other industrial, medical and telecommunications
applications to a number of manufacturers. The Company believes that its ability
to help customers develop products to meet demanding specifications allow for
significant opportunities within this market segment, including those customers
not currently served by the Company's products. The Company also believes that
the increased sophistication of equipment and increased level of automation
being used in industrial applications will increase demand for GTMS products.
PETROCHEMICAL
The Company provides GTMS used for down-hole logging equipment in the
oil and gas industry primarily under long-term contracts to oil field equipment
and service companies. The Company's sales to this industry during any period
are somewhat dependent on the current level of exploration and drilling in the
oil and gas industry and current demand for and price of crude oil. The Company
believes that it is one of only two significant providers of GTMS to this
industry. The Company expects that the trend toward more sophisticated
measurement-while-drilling equipment in the petrochemical industry is likely to
lead to more demand for the Company's products.
CUSTOMERS AND APPLICATIONS
In the past year, the Company has sold products to over 1,200
customers. The Company's ten largest customers accounted for approximately 57%
of net sales for fiscal year 2000. The Company's largest customer, SDI (a
manufacturer of airbag initiators), represented approximately 39% of
consolidated sales for the fiscal year ended April 1, 2000.
7
Approximately 70% of the Company's consolidated sales for fiscal year
2000 were to customers with which the Company had contractual agreements, sole
source relationships, letters of intent or long-term purchase orders. The
Company only begins to manufacture products upon receipt of a purchase order.
The Company's relationship with SDI includes a contract expiring December 31,
2002 to produce approximately 75% of SDI's GTMS for its initiators provided the
Company maintains pricing and quality which are generally equivalent to or
better than other suppliers. The Company believes that it currently provides
nearly all of SDI's GTMS components. In early 1997, SDI announced its intention
to internally produce 100,000 glass-to-metal seal units per week in partial
substitution of the glass-to-metal seal units supplied to SDI by the Company.
Currently, the Company believes that SDI is in qualification testing on their
internally produced units.
The following table sets forth the Company's principal end-user
markets, certain applications for its products and certain of the Company's
customers in fiscal year 2000.
End Markets Automotive Aerospace Industrial/Petrochemical
- ----------- ---------- --------- ------------------------
Applications: Airbag Initiators Jet Engine Monitors Process Control Sensors
Crash Sensors Avionics Down Hole Drilling Sensors
Thermistors Fuel Gauge Indicators Lithium Batteries
Airbag Pressure Temperature Sensors Telecommunication
Switches De-icing Sensors Devices
ABS Air Speed Indicators Hybrid Circuit Packaging
Variable Speed
Transmission Controls
Customers*: SDI Allied Signal/Honeywell Druck, Ltd.
NCS Pyrotechnie Rosemount Aerospace Hawker Eternacel
Keystone Hamilton Sundstrand Foxboro
Takata ITT Aerospace Schlumberger
Ametek Aerospace Halliburton
Bluestar Battery
Panametrics
Kemet
Lucent
Specific example of product Airbag initiator Temperature Sensors High pressure electrical
application: bulkheads for down-hole use
(oil exploration)
What the product does: Electric current flows Passes electric current Carries electrical signals
from crash sensor through from sensors that detect between geological
initiator to begin excessive heat and/or fire formation measurement tools
inflation of the airbag. in aircraft and sensors.
Result: Airbag is inflated in Warning signal and Allows precise measurement
approximately 6 to 14 automatic release of fire of geology while protecting
milliseconds retardant sensitive equipment from
extreme heat and pressure.
* Other than SDI, all of the customers listed represented individually less
than 5% of the Company's consolidated sales for fiscal year 2000.
8
MANUFACTURING PROCESS
A GTMS is made by assembling three sets of component parts (metal
contacts or pins, glass bead(s) and an outer metal housing or shell) on a
graphite fixture. This assembly is put through a controlled atmosphere furnace
at approximately 1,800 degrees Fahrenheit until the glass becomes molten. The
graphite fixture is used to hold the components in place while the glass is
molten. As the assembly cools, a physical and chemical bond is formed between
the glass and the shell as well as the glass and the pin, thus forming a
hermetic seal.
The Company believes that its extensive "in-house" capabilities are a
key competitive advantage that has allowed it to become a low cost producer. By
specifically controlling the tolerance of the component parts, the Company
believes that it is able to increase the end yields of its product. This
attention to quality throughout the manufacturing process also helps to ensure
the timely delivery of its products. It also enables the Company to respond very
quickly to prototype and new product development opportunities.
The Company manufactures most of its parts to specific customer
requirements. All three of the Company's operating subsidiaries use Computer
Aided Design ("CAD") to produce the drawings and specifications required by the
customer. The Company estimates that it has produced over 75,000 different
variations to GTMS since 1945. This extensive library of designs enables the
Company to suggest design changes to its customers that reduce manufacturing
costs without sacrificing quality and therefore reduce the cost to the customer
(value engineering).
The Company has made a significant investment in Computer Numerically
Controlled ("CNC") machine tools in order to manufacture the metal shells and
pins to demanding customer specifications. The Company also machines most of its
own graphite fixtures thereby allowing it to maintain process quality. Many of
the glass preforms used in the Company's products are manufactured internally as
well. The Company has many proprietary formulas for glass and glass/ceramic
mixtures that it has developed in over 50 years of manufacturing.
The Company utilizes Statistical Process Control ("SPC"), Design
Failure Mode Effects Analysis, Process Failure Mode Effects Analysis and a
strict adherence to complete manufacturing documentation in order to manufacture
high quality products for internal use as well as external customer sales. The
Company believes that its knowledge and use of these procedures give the Company
a competitive advantage. Hermetic, Glasseal and Sealtron are ISO 9001
registered. The ISO 9001 registration, an international standard of quality,
should facilitate business expansion in Europe.
MARKETING AND SALES
The Company's products are marketed throughout the Unites States to
customers in a wide variety of industries, both by Company-employed
salespersons, who work out of the Company's plants, and by a number of
independent regional manufacturers' sale representatives. The 14
Company-employed salespersons receive a base salary plus bonus potential. Sales
in Europe are through a two person office in Northampton, England. As part of
the Company's growth strategy, the Company believes that it can capture an
increasing share of the business outside the United States. Economic, political,
governmental and regulatory conditions in such international markets could
adversely affect the Company's ability to successfully enter or operate in such
markets. Therefore, no assurances can be given that the Company's attempts to
expand its business into such international markets will be successful. The
Company currently has 18 independent regional manufacturers-sales
representatives spread geographically across the U. S. and Europe. These
representatives, who do not exclusively sell the Company's products, are
remunerated on a commission basis. The Company believes there is a significant
opportunity to increase its sales through expansion of its sales and
distribution efforts, both within the markets it currently serves and in new
markets.
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COMPETITION
The Company believes based upon internal analysis that most of the
Company's competitors in the GTMS sector of the industry in which it competes
are smaller and have less technological and manufacturing expertise than the
Company. The Company believes that it occupies a favorable competitive position
because of its experience in engineering and production techniques. Price has
generally been a less significant competitive factor than the quality and design
of the GTMS because their cost typically is a small percentage of the total cost
of the end products in which they are used and because of the importance of the
uses to which many of the Company's products are put. In addition, products for
airbag initiators are qualified for particular new automotive models and new
products are subject to design and process verification testing (prior to which
there are no sales) which typically takes 8 to 24 months and, therefore, helps
to inhibit new entry into the market.
BACKLOG
As of April 1, 2000, the Company had a backlog of $36.2 million
compared to $26.9 million as of April 3, 1999. The Company sells a majority of
its products pursuant to contractual agreements, sole source relationships,
letters of intent or long-term purchase orders, each of which may permit early
termination by the customer. However, due to the specialized, highly engineered
nature of the Company's product, it is not practical in many cases for customers
to shift their business to other suppliers without incurring significant
switching and opportunity costs.
EMPLOYEES
At April 1, 2000, the Company had approximately 750 employees,
substantially all of whom were located in the United States. None of the
Company's employees is subject to a union contract. The Company considers its
relations with its employees to be excellent.
RAW MATERIALS
The Company obtains raw materials, component parts and supplies from a
variety of sources and generally from more than one supplier. The Company's
principal raw materials are steel and glass. The Company's suppliers and sources
of raw materials are based in the United States and the Company believes that
its sources are adequate for its needs for the foreseeable future. The loss of
any one supplier would not have a material adverse effect on the Company's
financial condition or results of operations.
ENVIRONMENTAL MATTERS
The Company's operations are subject to numerous Environmental laws,
including those regulating air emissions and discharges to water, and the
storage, handling and disposal of solid and hazardous waste. The Company
believes that it is in substantial compliance with such laws and regulations.
Because Environmental Laws are becoming increasingly more stringent, the
Company's environmental capital expenditures and costs for environmental
compliance may increase in the future.
Under certain Environmental Laws, in particular CERCLA, a current or
previous owner or operator of real property may be liable for the costs of
removal or remediation of hazardous or toxic substances on, under or in such
property. Generally, liability under CERCLA is joint and several and remediation
can extend to properties owned by third parties. Persons who arrange for the
disposal or treatment of hazardous or toxic substances or otherwise cause the
release of such substances into the environment may also be liable under such
laws for the costs of removal or remediation of such substances at a disposal or
treatment facility or other location where the substances have migrated or come
to be located, whether or not such facility or location is or ever was operated
by such person and regardless of whether
10
the method of disposal or treatment was legal at the time. Such laws often
impose liability whether or not the owner or operator knew of, or was
responsible for the presence of such hazardous or toxic substances, and the
liability under such laws has been interpreted to be strict, joint and several
unless the harm is divisible and there is a reasonable basis for the allocation
of responsibility. In addition, the presence of hazardous or toxic substances,
or the failure to remedy such property properly may adversely affect the market
value of the property, as well as the owner's ability to sell or lease the
property. The Company has potential liability under Environmental Laws for the
remediation of contamination at two of its facilities (see Item 3 for further
discussion of environmental matters).
ITEM 2 - PROPERTIES
FACILITIES
The Company's principal executive offices are owned by the Company and
are located in the Hermetic Seal facility located in Rosemead, California.
Additionally, the Company has operating facilities in El Monte, California;
Lakewood, New Jersey, and Reading, Ohio, as set forth below. The Company also
owns approximately 47,400 square feet of plant and office space in Avon,
Massachusetts, which is currently vacant.
Location Owned/Leased Square Feet
Rosemead, CA................................ Owned 37,000
El Monte, CA................................ Owned 110,000
Lakewood, NJ................................ Owned 50,000
Reading, OH................................. Owned 37,000
ITEM 3 - LEGAL PROCEEDINGS
ENVIRONMENTAL MATTERS
ROSEMEAD, CALIFORNIA
REGIONAL GROUNDWATER CONTAMINATION. A portion of the San Gabriel Valley
in which the Rosemead facility is located was designated by the EPA as a federal
Superfund site in 1984. To facilitate cleanup and improve administration of the
site, the EPA subdivided the valley into seven geographically distinct "operable
units". The Company has been named as a potentially responsible party ("PRP")
under CERCLA for the El Monte Operable Unit. The El Monte Operable Unit
underlies the City of El Monte and portions of the Cities of Temple City and
Rosemead and has boundaries which are defined roughly by the extent of known
solvent contamination in the shallow groundwater. If the Rosemead facility
contributed to the regional contamination, such contribution is in connection
with alleged spills of the degreasing solvent tetracholoroethylene (PCE) during
the period from the 1950's until sometime in the mid-1980's when the Company
stopped using this solvent.
Many other companies are believed to be contributors to the groundwater
contamination in the El Monte Operable Unit. The Company and 18 other such
companies have formed the Northwest El Monte Community Task Force (the "Task
Force") to undertake the investigation of the remediation, to identify other
potential contributors and potentially to undertake required remediation. In
March of 1995, the Task Force entered into a Consent Administrative Order with
the EPA to perform a Remedial Investigation and Feasibility Study (RI/FS) of the
operable unit. The RI/FS was completed in 1999 and the EPA issued an interim
record of decision. The RI/FS costs of approximately $2.4 million to date have
been funded with about one-quarter of the costs coming from governmental
entities and the balance paid pursuant to a confidential interim allocation
agreement of Task Force members. The interim agreement with respect to the
allocation of RI/FS expenses is not binding on any of the participants regarding
the allocation of remediation expenses. An additional $500,000 has been spent to
undertake early remediation efforts on a voluntary basis and an additional $1.0
million will be spent in 2000. This money has been raised
11
pursuant to a matching funds, cost sharing agreement with the San Gabriel Basin
Water Quality Authority, a public entity.
ON-SITE/SOIL AND GROUNDWATER CLEANUP COSTS. In addition to the Operable
Unit Remediation costs, the Company has voluntarily undertaken both on-site soil
and groundwater remediation. In 1995, the Company installed a soil vapor
extraction system. The system has been operational for approximately five years,
and although it is not possible to determine how long it will take to complete
the remediation, to date the remediation system has removed over 97% of
contaminants in the soil.
The Company has installed a groundwater extraction system in
conjunction with a neighboring facility. This system extracts contaminated water
from the shallow aquifer and pumps the water for use in our neighbor's
manufacturing process prior to discharge to the municipal sanitary sewer. The
system has been operational since August 1996 and is designed to capture
contaminated groundwater from under the Company's property before it impacts the
regional groundwater flow. Although the system has been successful, it is
premature to determine how long it will be needed to remediate the groundwater
to acceptable levels, or if the operation of the system will be discontinued and
replaced with a regional groundwater remediation program.
The Company believes that its financial liability with respect to
regional groundwater contamination may be substantially reduced by acting on its
own initiative to commence early remediation of groundwater contamination under
its property.
AVON, MASSACHUSETTS
The Company's facility in Avon, Massachusetts, currently inactive, was
purchased in 1985 and operated as its Hermetite facility until June 1988. The
facility became inactive in August of 1989. Subsequent to its closure, the
Company identified significant levels of solvents in the groundwater. Subsurface
investigations have delineated a plume of contaminants extending from the
facility, beneath a neighboring property and into a town public water supply
wellfield about 800 feet to the southeast of the property. Since the discovery
of contaminants in 1991, the level of contaminants at the facility has
decreased. Despite the fact that contaminants continue to move toward the
wellfield, the levels at the well field remain within acceptable drinking water
standards.
The Avon property is subject to Massachusetts "Chapter 21E," the
state's hazardous site cleanup program. The property is classified as a "Tier
1B" category based on the level of contaminants. Under Tier 1B procedures, the
Company may design its own remediation program subject to state oversight,
auditing, and scheduling.
Pursuant to this procedure, the Company, through its licensed
consultants, designed a remediation system which is intended to capture the
contaminants before they reach the town wells. In July 1996, the program was
approved by the Massachusetts Department of Environmental Protection.
Construction of the system has been completed and the system is operational. In
late 1999, to accelerate the cleanup, the Company installed additional
extraction wells closer to the source area and removed the suspected source of
contamination. No additional infrastructure is anticipated at this time.
REMEDIATION
Uncertainty as to (a) the extent to which the Company caused, if at
all, the conditions being investigated, (b) the extent of environmental
contamination and risks, (c) the applicability of changing and complex
environmental laws (d) the number and financial viability of other PRP's, (e)
the stage of the investigation and/or remediation, (f) the unpredictability of
investigation and/or remediation costs (including as to when they will be
incurred), (g) applicable clean-up standards, (h) the remediation (if any) that
will ultimately be required, and (i) available technology make it difficult to
assess the likelihood and scope of further investigation or remediation
activities or to estimate the future costs of such activities if
12
undertaken. In addition, liability under CERCLA is joint and several, and any
potential inability of other PRP's to pay their prorata share of the
environmental remediation costs may result in the Company being required to bear
costs in excess of its prorata share.
In fiscal 1997, the Company with the help of independent consultants, determined
a range of estimated costs of $9,000,000 to $11,000,000 associated with the
various claims and assertions it faces. The time frame over which the Company
expects to incur such costs varies with each site, ranging up to 20 years as of
April 1, 2000. These estimates are based partly on progress made in determining
the magnitude of such costs, experience gained from sites on which remediation
is ongoing or has been completed, and the timing and extent of remedial actions
required by the applicable governmental authorities. As a result, the Company
accrued $10,000,000 in fiscal 1997 for existing estimated environmental
remediation and other related costs which the Company believes to be the best
estimate of the liability. As of April 1, 2000, the accrual for estimated
environmental costs was $9,178,000.
Claims for recovery of costs already incurred and future costs have been
asserted against various insurance companies. The Company has neither recorded
any asset nor reduced any liability in anticipation of recovery with respect to
such claims made.
The Company believes its accrual is adequate, but as the scope of its
obligations becomes more clearly defined, this accrual may be modified and
related charges against earnings may be made.
OTHER
On March 3, 1998, Walter Neubauer, a former stockholder of the Company
and a current stockholder of SDI, filed a lawsuit in California Superior Court
(Case BC186937; Walter Neubauer vs. Andrew Goldfarb, et. al.) against the
Company and certain other stockholders alleging (i) breach of fiduciary duty,
(ii) fraud, (iii) negligent misrepresentation, (iv) negligence, (v) violations
of corporations code and (vi) breach of contract. The allegations primarily
relate to the Company's exercise of an option to acquire Mr. Neubauer's stock in
August 1996. In September 1999, five of the six claims were dismissed upon a
summary judgement motion made by the Company, including all of the claims
against the Company. The remaining claim is against Andrew Goldfarb for alleged
violations of oral representations.
On May 7, 1998, the Company filed a lawsuit against Mr. Neubauer in
California Superior Court alleging (i) breach of contract, (ii) intentional
interference with business relations and (iii) interference with prospective
business advantage. All allegations relate to violations of the noncompetition
agreement executed by Mr. Neubauer in August 1996. A preliminary injunction was
granted in September 1998. The Company is seeking damages of $50.0 million. The
case was consolidated with Mr. Neubauer's action, discussed above.
There are other various claims and legal proceedings against the
Company relating to its operations in the normal course of business, none of
which the Company believes will be material to its financial position and
results of its operations. The Company currently maintains insurance coverage
for product liability claims. There can be no assurance that coverage under
insurance policies will be adequate to cover any future product liability claims
against the Company. In addition, product liability insurance coverage is
expensive, difficult to maintain and may be unobtainable in the future on
acceptable terms.
INDEMNIFICATION
Pursuant to the Recapitalization Agreement, the Selling Group has
agreed to indemnify the Company with respect to the after-tax costs of
contingent environmental and other liabilities, subject to a cap for all
indemnified liabilities of $30 million. In February 1997, a $6.0 million
interest bearing escrow account was established by the selling stockholders (the
"Deferred Amount") to secure indemnity claims
13
of the Company and others, including with respect to environmental liabilities.
Although there can be no assurances, the Company believes that the Deferred
Amount should be adequate to cover these liabilities. In the event the Deferred
Amount is inadequate to cover the liabilities, the Company has been informed by
the individual members of the Selling Group that they will draw upon personal
funds to cover such excess costs. If the Selling Group has aggregate
indemnification liabilities in respect of environmental matters in excess of $30
million, the Company has agreed to indemnify the Selling Group for such claims
to the extent such claims exceed $30 million.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
14
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
Not Applicable
ITEM 6 - SELECTED FINANCIAL DATA
The following selected consolidated financial information for each of
the five fiscal years in the period ended April 1, 2000 has been derived from
the audited consolidated financial statements of the Company. The information
presented below should be read in conjunction with Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements of the Company and related notes thereto
appearing elsewhere herein (in thousands).
March 30, March 29, March 28, April 3, April 1,
1996 1997 1998 1999 2000
--------- --------- --------- -------- ---------
STATEMENT OF OPERATIONS DATA:
Net sales $ 52,207 $ 56,683 $ 64,561 $ 67,701 $ 54,607
Cost of goods sold 32,562 35,729 38,922 41,361 39,794
--------- --------- --------- -------- ---------
Gross profit 19,645 20,954 25,639 26,340 14,813
Selling, general and
administrative expenses 9,107 9,308 8,552 7,213 8,073
Non-recurring expense(1) -- 10,000 1,250 -- --
--------- --------- --------- -------- ---------
Earnings from operations 10,538 1,646 15,837 19,127 6,740
Interest and other income 279 479 510 755 734
Interest expense (1,924) (2,946) (10,327) (11,190) (11,333)
---------- ---------- ---------- --------- ----------
Earnings (loss) before taxes, and
extraordinary item 8,893 (821) 6,020 8,692 (3,859)
Taxes (benefit) on earnings (loss) 3,230 (293) 2,406 3,325 (1,525)
--------- --------- --------- -------- ----------
Earnings (loss) before extraordinary
item 5,663 (528) 3,614 5,367 (2,334)
Extraordinary loss, net of tax(2) -- (1,186) (986) -- --
--------- --------- --------- -------- ---------
Net earnings (loss) $ 5,663 $ (1,714) $ 2,628 $ 5,367 $ (2,334)
========= ========= ========= ======== ==========
BALANCE SHEET DATA (AT PERIOD END)
Total assets $ 33,668 $ 116,141 $ 62,860 $ 70,368 $ 71,322
Working capital 10,387 7,594 16,883 22,079 13,127
Long-term debt, less
current portion 9,811 78,916 98,201 102,043 97,475
Stockholders' equity (deficit) 14,885 (53,340) (56,940) (51,372) (53,706)
Dividends declared --- --- --- --- --
(1) Represents $10.0 million non-recurring expense for environmental remediation
for fiscal 1997 and $1.3 million non-recurring expense for financial
advisory fee for fiscal 1998.
(2) Represents loss on retirement of debt, net of tax benefit.
15
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table and discussion should be read in conjunction with the
information contained in the consolidated financial statements and notes thereto
of the Company appearing elsewhere herein. Unless otherwise stated, all
references to years means the Company's fiscal year ending April 1, 2000 (2000),
April 3, 1999 (1999), and March 28, 1998 (1998), respectively.
RESULTS OF OPERATIONS (IN MILLIONS)
2000 Percent 1999 Percent 1998 Percent
---- ------- ---- ------- ---- -------
Net sales $54.6 100.0% $67.7 100.0% $64.6 100.0%
Gross profit 14.8 27.1% 26.3 38.9% 25.6 39.7%
Selling, general and administrative
expenses 8.1 14.8% 7.2 10.7% 8.5 13.2%
Non-recurring expense - - - - 1.3 1.9%
Earnings from operations 6.7 12.3% 19.1 28.3% 15.8 24.5%
Other income/(expense) (10.6) (19.4%) (10.4) (15.4%) (9.8) (15.2%)
Extraordinary loss (1) - - - - (1.0) (1.5%)
Net earnings (loss) ($2.3) (4.3%) $5.4 7.9% $2.6 4.1%
(1) Represents extraordinary loss on retirement of debt, net of tax benefit.
COMPARISON OF THE FISCAL YEAR ENDED 2000 WITH 1999
NET SALES
The Company's net sales decreased by approximately 19.4% or $13.1
million to $54.6 million for 2000 compared to sales of $67.7 million for 1999.
The significant decrease was due to decreasing demand in all product lines.
Sales to existing aerospace, industrial process control, and petrochemical
customers decreased significantly in 2000. Net non-automotive shipments
decreased by approximately 23% in 2000 compared to 1999. Based on current order
volume, the Company expects strengthening in the aerospace, industrial process
control and petrochemical markets in the near term.
On the automotive side, sales of airbag initiator products decreased
significantly due to weak customer demand on existing programs. The Company's
airbag initiator shipments (in units) to its largest customer, Special Devices,
Inc. ("SDI") was flat for 2000 compared to 1999. The flat units volume was
compounded by a price reduction effected under a supply agreement with SDI and
decreases in automotive shipments to other customers. The agreement with SDI was
effective March 18, 1999 and expires on December 31, 2002. Overall, revenue from
all automotive shipments decreased approximately 14% in 2000 compared to 1999.
Based on current order volume, the Company expects no significant change in
revenue from automotive products over the near term. For the longer term, the
Company expects SDI's unit volume to decrease as a result of the recent purchase
of SDI's largest domestic competitor by SDI's largest customer.
GROSS PROFIT
Gross profit decreased by approximately 43.7% or $11.5 million, to
$14.8 million for 2000 compared to $26.3 million for 1999. Gross margin
decreased to 27.1% for 2000 from 38.9% for 1999.
The decrease in gross profit is attributable to the decreased sales
volume. The decrease in gross margin was primarily attributable to the
significant decrease in revenue and the corresponding impact of fixed overhead
costs leveraged against lower revenue. Additionally, gross margin was impacted
by price
16
concessions on automotive products that have exceeded the Company's ability to
reduce its production costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("S,G&A") expenses increased by
approximately 12.5% or $0.9 million to $8.1 million for 2000 compared to $7.2
million for 1999. S,G&A expenses as a percent to sales increased to 14.8% in
2000 from 10.7% for 1999.
The $0.9 million increase in S,G&A expenses was primarily attributable
to the write off of due diligence costs associated with two abandoned
acquisitions as well as severance costs incurred from the termination of certain
management employment contracts. The increase in the percentage of S,G&A
expenses to sales reflects the impact of the abandoned acquisition costs and
severance costs spread over decreased sales compared to 1999.
EARNINGS FROM OPERATIONS
Operating earnings decreased $12.4 million to $6.7 million for 2000
compared to $19.1 million for 1999. The significant decrease in operating
earnings and margin was attributable to the same factors (as discussed above)
that contributed to the decrease in gross profit, gross margin and S,G&A
expenses as a percent to sales.
OTHER EXPENSE, NET
Other expense, net (which is predominantly net interest expense)
increased 1.9% or $0.2 million to $10.6 million in 2000 compared to $10.4
million in 1999. The $0.2 million increase was attributable to additional
interest expense incurred from additional indebtedness and net of increased
interest income recognized in 2000 compared to 1999. The Company has $104.5
million of indebtedness as of April 1, 2000 compared to $103.2 million at April
3, 1999.
NET EARNINGS
Net earnings decreased by approximately $7.7 million to a net loss of
$2.3 million for 2000 from net earnings of $5.4 million in 1999. The decrease in
net earnings was primarily attributable to the decrease in earnings from
operations and the increase in interest expense (discussed above).
COMPARISON OF THE FISCAL YEAR ENDED 1999 WITH 1998
NET SALES
The Company's net sales increased by approximately 4.8% or $3.1 million
to $67.7 million for 1999 compared to sales of $64.6 million for 1998. The
increase was primarily due to increasing demand in automotive products. Unit
shipments of airbag initiator products continued its year over year significant
volume increase. Shipments on existing programs and the development of some new
programs resulted in an overall 29% increase in unit shipments. This increased
volume was partially offset by both a price reduction effected under a new
supply agreement with the Company's largest customer, Special Devices, Inc.
("SDI") and a change in the mix of automotive products. Overall, revenue from
automotive shipments increased approximately 7.4% in 1999 compared to 1998. The
new agreement with SDI was effective March 18, 1999 and expires on December 31,
2002.
On the non-automotive side, sales to existing aerospace, industrial
process control, and petrochemical customers increased slightly in 1999. Net
non-automotive shipments increased by approximately 3.3% in 1999 compared to
1998. Most of the increase was recognized in the first six months of fiscal
1999.
17
GROSS PROFIT
Gross profit increased by approximately 2.7% or $0.7 million, to $26.3
million for 1999 compared to $25.6 million for 1998. Gross margin decreased to
38.9% for 1999 from 39.7% for 1998.
The increase in gross profit was attributable to the increased sales
volume. The decrease in gross margin was primarily attributable to price
concessions on automotive products that have exceeded the Company's ability to
reduce its production costs. Raw material prices have remained stable in both
periods. The Company continued to invest in its manufacturing operations to
increase its capacity, vertical integration and automation on high volume lines.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("S,G&A") expenses decreased by
approximately 15.7% or $1.3 million to $7.2 million for 1999 compared to $8.5
million for 1998. S,G&A expenses as a percent to sales decreased to 10.7% in
1999 from 13.2% for 1998.
The $1.3 million decrease in S,G&A expenses reflects a $1.9 million
reduction in contingent compensation costs in 1999 compared to 1998. The
reduction in contingent compensation costs was partially offset by increased
legal expenses associated with an abandoned business acquisition and an
approximate 5% increase in other administrative costs. Selling expenses were
flat for 1999 compared to 1998 as the higher sales volume was driven from
non-commissioned sales. The improvement in the percentage of S,G&A expenses to
sales reflects the increased growth in net sales and the reduction of certain
contingent compensation charges partially offset by increased legal and
administrative expenses.
EARNINGS FROM OPERATIONS
Operating earnings increased $3.3 million to $19.1 million for 1999
compared to $15.8 million for 1998. The increase in operating earnings and
operating margin was primarily attributable to the $0.7 million increased gross
profit , the $1.3 million reduction in non-recurring expenses, and lower S,G&A
expenses in 1999 compared to 1998.
OTHER EXPENSE, NET
Other expense, net increased $0.6 million to $10.4 million in 1999 from
$9.8 million for 1998. This increase was attributable to the increased interest
expense associated with additional indebtedness incurred in 1998 from the
Subordinated Notes due Selling Shareholders and Subordinated Bonus Notes which
was largely offset by higher interest income on invested cash balances. The
Company had $103.2 million of debt as of April 3, 1999 compared to $99.1 million
at March 28, 1998.
NET EARNINGS
Net earnings increased by approximately $2.8 million to $5.4 million
for 1999 from $2.6 million in 1998. The increase in net earnings was primarily
attributable to the increase in earnings from operations (discussed above),
partially offset by the increase in net interest expense in 1999.
18
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $0.1 million for 2000
compared to $7.0 million for 1999. The decrease of $6.9 million was primarily
attributable to decreased net earnings (discussed above).
Net cash used in investing activities was $1.6 million for 2000
compared to $2.2 million for 1999.
Net cash used in financing activities was $1.3 million for 2000
compared to $0.8 million for 1999.
As of April 1, 2000, the Company's outstanding indebtedness was $104.5
million, consisting of $90.0 million principal amount of the senior subordinated
notes and $14.5 million of other borrowings. The Company amended the Revolving
Credit Facility ("the Agreement") subsequent to its debt offering to augment its
liquidity requirements by increasing the size of the facility to $20.0 million.
Borrowings under the Agreement may be used for general and other corporate
purposes. The Agreement provides for interest on outstanding balances at the
bank's prime rate plus 1-1/4% and is collateralized by accounts receivable and
inventories of the Company. At April 1, 2000 there was $17,570,000 available
under the Agreement. The Agreement includes covenants requiring maintenance of
certain financial ratios. At April 1, 2000 and April 3, 1999 there were no
borrowings outstanding under the Agreement and the Company was in compliance
with the required financial ratios..
The Company has a current Capital Lease Line of $2.6 million for
financing manufacturing equipment expiring June 30, 2000. The agreement provides
for three year or five year terms with interest at 2.20% above the bank's index
rate. The bank's index rate is the U.S. Treasury Note bond-equivalent yield per
annum corresponding to the average life of the lease. At April 1, 2000 and April
3, 1999, there was $5.1 million and $3.8 million, respectively, outstanding
under the capital leases, respectively.
The Company believes that cash flow from operations and the
availability of borrowings under the Revolving Credit Facility and Capital Lease
Line will provide adequate funds for ongoing operations, planned capital
expenditures and debt service during the terms of such facilities.
Capital expenditures for fiscal 2001 are expected to focus on vertical
integration with investments in equipment to expand manufacturing capacity in
machining, glass production, sealing and plating, as well as automation
equipment to lower production costs on the high volume production lines.
Expected capital expenditures for fiscal 2001 are approximately $3.5 million and
will be financed through working capital and the Capital Lease Line.
YEAR 2000 ISSUE
To date we have not experienced any Year 2000 issues. In addition, we
believe that it is unlikely we will experience any significant Year 2000 issues
in the future.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Company has no Derivative Instruments
and Hedging Activities as defined in SFAS No. 133.
In December 1999, the Securities Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements". The Company does not believe that the SAB will have any impact on
the Company's financial statements.
19
FACTORS AFFECTING FUTURE PERFORMANCE
Although increases in operating costs could adversely affect the
Company's operations, management does not believe inflation has had a material
effect on operating profit during the past several years.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This filing contains statements that are "forward looking statements",
and includes, among other things, discussions of the Company's business strategy
and expectations concerning market position, future operations, margins,
profitability, liquidity and capital resources. Although the Company believes
that the expectations reflected in such forward looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct.
All phases of the operations of the Company are subject to a number of
uncertainties, risks and other influences, including general economic
conditions, regulatory changes and competition, many of which are outside the
control of the Company, any one of which, or a combination of which, could
materially affect the results of the Company's operations and whether the
forward looking statements made by the Company ultimately prove to be accurate.
ITEM 7a - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on
the Company's Revolving Credit Facility. At April 1, 2000, the Company had no
outstanding borrowings under the line of credit and, therefore, changes in
interest rates would have no impact on the Company's results of operations.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
INDEX TO FINANCIAL STATEMENTS PAGE
Report of Independent Accountants 21
Consolidated Balance Sheets as of April 1, 2000 and
April 3, 1999 22
Consolidated Statements of Operations for the years ended
April 1, 2000, April 3, 1999 and March 28, 1998 23
Consolidated Statements of Stockholder's Equity (Deficit) for the years ended
April 1, 2000, April 3, 1999 and March 28, 1998 24
Consolidated Statements of Cash Flows for the years ended
April 1, 2000, April 3, 1999 and March 28, 1998 25
Notes to Consolidated Financial Statements 26
Schedule II - Valuation and Qualifying Accounts 38
All other financial statement schedules not listed have been omitted since the
required information is included in the consolidated financial statements, the
notes thereto, is not applicable, or not required.
20
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors and Stockholders
HCC Industries Inc. and Subsidiaries
Rosemead, California
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of HCC
Industries Inc. and Subsidiaries at April 1, 2000 and April 3, 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended April 1, 2000 in conformity with accounting principles
generally accepted in the United States. In addition, in our opinion, the
financial statement schedule listed in the accompanying index presents fairly,
in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. These financial
statements and financial statement schedule are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
June 2, 2000
21
HCC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
APRIL 1, APRIL 3,
2000 1999
--------- ---------
CURRENT ASSETS:
Cash and cash equivalents $ 14,537 $ 17,395
Trade accounts receivable, less allowance for
doubtful accounts of $51 at April 1, 2000
and $46 at April 3, 1999 10,041 9,834
Inventories 4,515 4,370
Income taxes receivable 2,255 403
Prepaid and other current assets 728 695
--------- ---------
Total current assets 32,076 32,697
PROPERTY, PLANT AND EQUIPMENT, NET 21,605 19,153
OTHER ASSETS:
Intangible assets 5,063 5,352
Deferred financing costs 2,727 3,108
Deferred income taxes 4,100 4,275
Restricted cash 6,197 6,120
--------- ---------
TOTAL ASSETS $ 71,768 $ 70,705
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt $ 6,994 $ 1,125
Accounts payable 2,950 2,449
Accrued liabilities 8,877 7,044
--------- ---------
Total current liabilities 18,821 10,618
LONG TERM LIABILITIES:
Long-term debt, net of current portion 97,475 102,043
Other long-term liabilities 9,178 9,416
--------- ---------
125,474 122,077
--------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock; $.10 par value; authorized 550,000
shares, issued and outstanding 135,495 shares at
April 1, 2000 and April 3, 1999 14 14
Additional paid-in capital 200 200
Accumulated deficit (53,920) (51,586)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIT (53,706) (51,372)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 71,768 $ 70,705
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
22
HCC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
FOR THE YEAR ENDED
----------------------------------------------
APRIL 1, APRIL 3, MARCH 28,
2000 1999 1998
-------- -------- -----------
NET SALES $ 54,607 $ 67,701 $ 64,561
Cost of goods sold 39,794 41,361 38,922
----------- ----------- -----------
GROSS PROFIT 14,813 26,340 25,639
Selling, general and administrative expenses 8,073 7,213 8,552
Non-recurring expense --- --- 1,250
----------- ----------- -----------
EARNINGS FROM OPERATIONS 6,740 19,127 15,837
----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest and other income 734 755 510
Interest expense (11,333) (11,190) (10,327)
------------ ----------- -----------
Total other expenses, net (10,599) (10,435) (9,817)
------------ ----------- -----------
EARNINGS (LOSS) BEFORE TAXES AND EXTRAORDINARY ITEM (3,859) 8,692 6,020
Taxes (benefit) on earnings (loss) (1,525) 3,325 2,406
------------ ----------- -----------
Earnings (loss) before extraordinary item (2,334) 5,367 3,614
Extraordinary loss on retirement of debt, net
of tax benefit of $656 (1998) --- --- (986)
----------- ----------- -----------
NET EARNINGS (LOSS) $ (2,334) $ 5,367 $ 2,628
============ =========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
23
HCC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(IN THOUSANDS)
Common Stock Additional Retained Total
------------ Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity(deficit)
--------------- ------- --------- ---------------
BALANCE, MARCH 29, 1997 144 $ 14 $ -- $(53,354) $(53,340)
Repurchases of stock (9) (1) -- (6,227) (6,228)
Net earnings --- --- -- 2,628 2,628
--- ---- ---- -------- ------
BALANCE, MARCH 28, 1998 135 13 --- (56,953) (56,940)
Sale of stock --- 1 200 --- 201
Net earnings --- --- -- 5,367 5,367
--- ---- ---- -------- ------
BALANCE, APRIL 3, 1999 135 14 200 (51,586) (51,372)
Net loss --- --- --- (2,334) (2,334)
--- ---- ---- --------- -------
BALANCE, APRIL 1, 2000 135 $ 14 $ 200 $(53,920) $(53,706)
=== ==== ======= ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
24
HCC INDUSTRIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
For The Year Ended
---------------------------------------
April 1 April 3, March 28,
2000 1999 1998
---------- ---------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (2,334) $ 5,367 $ 2,628
Reconciliation of net earnings (loss) to net cash
provided by operating activities:
Depreciation 1,773 1,684 1,442
Amortization 670 715 715
Deferred income taxes 108 (333) (1,111)
Extraordinary loss --- --- 986
Non-cash expense --- 1,085 3,000
Changes in operating assets and liabilities:
(Increase) decrease in trade accounts receivable, net (207) 302 (2,853)
(Increase) decrease in inventories (145) 240 25
(Increase) in other assets (43) (159) (91)
Increase in other liabilities 1,595 120 810
(Decrease) increase in accounts payable
and income taxes payable/receivable (1,351) (2,033) 3,120
---------- ---------- --------
Net cash provided by operating activities 66 6,988 8,671
--------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (1,644) (2,242) (1,666)
Business acquisition --- --- (2,200)
--------- --------- ---------
Net cash used in investing activities (1,644) (2,242) (3,866)
--------- ---------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1,280) (993) (80,607)
Proceeds from issuance of long-term debt --- --- 90,000
Repurchases of stock --- --- (3,728)
Deferred financing costs --- --- (3,870)
Sale of stock --- 201 ---
--------- --------- --------
Net cash (used in) provided by financing
activities (1,280) (792) 1,795
---------- ---------- --------
Net (decrease) increase in cash and cash equivalents (2,858) 3,954 6,600
Cash and cash equivalents at beginning of period 17,395 13,441 6,841
--------- --------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 14,537 $ 17,395 $ 13,441
========= ========= ========
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Capital lease obligations and mortgages $ 2,581 $ 3,978 $ 1,796
Notes payable to stockholders --- --- 2,500
Bonus notes payable to employees --- 1,085 3,000
The accompanying notes are an integral part of these consolidated financial
statements.
25
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
General
HCC Industries Inc. and Subsidiaries ("HCC" or "Company") was incorporated in
Delaware in 1985. HCC designs, manufactures and markets broad lines of
state-of-the-art, high precision electronic connection devices known as hermetic
seals. The Company's products are sold primarily in North America and Europe to
the aerospace, energy, telecommunications, test and measurement and automotive
industries.
On February 14, 1997, pursuant to a Stock Purchase and Sale Agreement (the
"Recapitalization Agreement") dated as of December 23, 1996, the Company,
certain members of management, Windward Capital Associates, L.P. ("Windward")
and certain affiliates of Windward (collectively, with Windward, the "Windward
Group") and Metropolitan Life Insurance Company ("MetLife") completed a
recapitalization of the Company (the "Recapitalization"). The Windward Group is
a group of related entities which make merchant banking investments pursuant to
certain program agreements. In connection with the Recapitalization, among other
things: (i) the Company entered into Credit Facilities, consisting of: (a) a
$10,000,000 five year Revolving Credit Facility, (b) a $30,000,000 five year
Tranche A Term Loan and (c) a $30,000,000 six and one-half year Tranche B Term
Loan; (ii) the Company issued $19,300,000, net of discount, in subordinated
notes to the Windward Group and MetLife along with 8,614 shares of common stock
and certain contingent anti-dilution warrants ("Mezzanine Units") for an
aggregate purchase price of $22,500,000; (iii) the Company purchased a portion
of the shares of Common Stock (at $370 per share) beneficially owned by the
selling stockholders for $87,500,000, including certain transaction expenses, in
cash and $5,000,000 in contingent subordinated notes; (iv) the Windward Group
purchased 87,721 shares of Common Stock (at $370 per share) from the Company for
$32,500,000 in cash; and (v) the Company repaid certain of its outstanding
indebtedness. In accounting for the recapitalization, no fair value adjustments
were made to the book value of the Company's assets and no goodwill was
recognized. The contingent subordinated notes vest upon achievement by the
Company of certain operating performance thresholds or achievement by the
Windward Group of certain investment performance thresholds. On March 28, 1998,
upon vesting of the Contingent Subordinated Notes, the Company recorded a
$2,500,000 charge to equity to reflect additional purchase price associated with
the shares purchased in the Recapitalization as described in (iii) above.
In addition, in connection with the Recapitalization, a $6,000,000 interest
bearing escrow account was established by the selling stockholders to fund
certain contingencies and/or items specifically indemnified by the selling
stockholders. The escrow account has been classified as restricted cash on the
consolidated balance sheet. The restricted cash escrow balance was $6,197,000 at
April 1, 2000 and $6,120,000 at April 3, 1999. Any funds remaining in this
account upon satisfaction of conditions specified in the escrow agreement, will
be paid to the selling stockholders.
On May 6, 1997, the Company issued $90,000,000 in principal amount of Senior
Subordinated Notes due in May 2007 (the "Old Notes") and used the proceeds of
such issuance to, among other things, (i) repay 100% of the outstanding
principal amount, together with all accrued but unpaid interest thereon, of each
of Term Loan A and Term Loan B and (ii) repurchase all outstanding Mezzanine
Units for $22,500,000, the initial purchase price thereof, together with accrued
but unpaid interest on the related notes. As a result of this refinancing, the
Company recorded an extraordinary loss of $986,000, net of taxes. In addition on
26
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
May 6, 1997, the Company amended the Revolving Credit Facility to, among
other things, increase the amount available thereunder from $10,000,000 to
$20,000,000. Pursuant to the Registration Rights Agreement entered into with
the issuance of the Old Notes, the Company on November 3, 1997 filed a
Registration Statement under the Securities Act of 1933 with the SEC to
exchange the Old Notes for $90,000,000 of Senior Subordinated Exchange Notes
(the "New Notes"). The terms of the New Notes and the Old Notes are identical
in all material respects.
On June 20, 1997, the Company acquired substantially all of the assets and
assumed certain liabilities of Connector Industries of America, a glass-to-metal
sealing company. The purchase price was $2,100,000 paid in cash. The transaction
was accounted for as an asset purchase. In conjunction with the acquisition, the
Company assigned $1,372,000 to intangibles which are being amortized over a 14
year period on a straight line basis.
Principles Of Consolidation
The consolidated financial statements include the accounts of the Company and
all wholly owned subsidiaries. All significant intercompany transactions (which
are primarily sales/purchases and receivables/payables) have been eliminated in
consolidation.
The Company's Senior Subordinated Notes are guaranteed by all operating
subsidiaries of the Company (the "Subsidiary Guarantors"). The guarantee
obligations of the Subsidiary Guarantors (which are all direct or indirect
wholly owned subsidiaries of the Company) are full, unconditional and joint and
several. The aggregate assets, liabilities, earnings, and equity of the
Subsidiary Guarantors are substantially equivalent to the total assets,
liabilities, earnings and equity of HCC Industries Inc. and its subsidiaries on
a consolidated basis. Separate financial statements of the Subsidiary Guarantors
are not included in the accompanying financial statements because management of
the Company has determined that separate financial statements of the Subsidiary
Guarantors would not be material to investors.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, reported results
of operations and disclosure of contingencies at the dates of the
consolidated financial statements. Actual results could differ from those
estimates.
Accounting Period
The consolidated financial statements are based on the fiscal year ending on the
Saturday nearest to March 31.
Revenue Recognition
The Company generally manufactures products under both individual firm purchase
orders and fixed price, long-term production contracts. The contracts vary in
length, but generally are completed within 12 to 24 months. Sales under
individual purchase orders and long-term production contracts are recognized at
the time units are shipped.
27
Cash Equivalents
The Company considers all highly liquid investments purchased with an initial
maturity of three months or less to be cash equivalents. The Company has bank
balances, including cash and cash equivalents, which at times may exceed
federally insured limits.
28
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Accounts Receivable And Concentration Of Credit Risk
The Company grants uncollateralized credit to its customers who are located in
various geographical areas. Estimated credit losses and returns have been
provided for in the financial statements and, to date, have been within
management's expectations.
Sales to the Company's four largest customers accounted for 47% (2000), 44%
(1999), and 42% (1998) of total sales. At April 1, 2000 and April 3, 1999, the
four largest customers accounted for approximately 61% and 42% of total accounts
receivable, respectively. Sales to Special Devices, Incorporated ("SDI") were
$21,193,000, $24,642,000, and $23,836,000 for the fiscal years 2000, 1999, and
1998, respectively. Accounts receivable from SDI as of April 1, 2000 and April
3, 1999 were $4,713,000 and $3,016,000, respectively.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation is computed
generally by the straight-line method over the estimated useful lives of the
respective assets of 3 years to 40 years.
Repairs and maintenance are charged directly to expense as incurred. Additions
and betterments to property, plant and equipment are capitalized. When assets
are disposed of, the related cost and accumulated depreciation thereon are
removed from the accounts and any resulting gain or loss is included in
operations.
Intangible Assets
The excess of purchase price over net assets acquired is amortized on a
straight-line basis over the estimated useful lives of the respective assets of
14 to 40 years. Amortization expense was $289,000 (2000), $291,000 (1999), and
$264,000 (1998). Accumulated amortization on the excess purchase price over net
assets acquired was $2,538,000 and $2,249,000 as of April 1, 2000 and April 3,
1999.
Long-Lived Assets
In accordance with SFAS No. 121, long-lived assets held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, the Company evaluates the
carrying value of its goodwill and property, plant and equipment on an ongoing
basis and recognizes an impairment when the estimated future undiscounted cash
flows from operations are less than the carrying value of the related long-lived
assets.
Income Taxes
The Company accounts for income taxes under the liability method. Under this
method, deferred tax assets and liabilities are determined based on the
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is the tax payable for the period and the change during the
period in deferred tax assets and liabilities.
29
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Stock Based Employee Compensation Awards
Statement of Financial Accounting Standards No. 123, "Accounting for the Awards
of Stock-Based Compensation to Employees" ("SFAS No. 123") encourages, but does
not require companies to record compensation cost for stock-based compensation
plans at fair value. The Company has adopted the disclosure requirements of SFAS
No. 123, which involves pro forma disclosure of net income under SFAS No. 123,
detailed descriptions of plan terms and assumptions used in valuing stock option
grants. The Company has chosen to continue to account for stock-based employee
compensation awards in accordance with Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees".
Reclassifications
Certain reclassifications have been made to previously reported amounts to
conform with the current year presentation.
Recently Issued Accounting Standards
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Company has no Derivative Instruments
and Hedging Activities as defined in SFAS No. 133.
In December 1999, the Securities Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements". The Company does not believe that the SAB will have any impact on
the Company's financial statements.
2. INVENTORIES:
Inventories consist of the following (in thousands):
April 1, April 3,
2000 1999
--------- -----------
Raw materials and component parts $ 3,036 $ 2,279
Work in process 1,479 2,091
--------- -----------
$ 4,515 $ 4,370
========= ===========
30
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
3. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following (in thousands):
April 1, April 3,
2000 1999
---------- ---------
Land $ 4,017 $ 4,017
Buildings and improvements 9,160 8,699
Furniture, fixtures and equipment 19,043 15,278
---------- ---------
32,220 27,994
Less accumulated depreciation (10,615) (8,841)
---------- ---------
$ 21,605 $ 19,153
========== =========
4 LONG-TERM DEBT:
Long-term debt consists of the following (in thousands):
April 1, April 3,
2000 1999
---------- ---------
10 3/4% Senior Subordinated Notes - interest payable
semi-annually; due May 15, 2007 $ 90,000 $ 90,000
Subordinated Notes due Selling Shareholders -
12% interest payable semi-annually; due March 28, 2001 2,500 2,500
Subordinated Bonus Notes - 10% interest payable semi-annually;
$3,000,000 due March 28, 2001 and
$1,085,000 due April 3, 2002 4,085 4,085
Term loans on land, building and improvements -
8% interest payable monthly; due May 2008 2,762 2,762
Other 5,122 3,821
---------- ---------
104,469 103,168
Less current portion 6,994 1,125
---------- ---------
$ 97,475 $ 102,043
========== =========
In issuing the 10 3/4% Senior Subordinated Notes ("Notes"), the Company incurred
$3,870,000 in deferred financing costs. These costs are being amortized using
the straight-line method over the term of the respective notes. For the year
ended April 1, 2000, the Company incurred amortization expense of $381,000 on
the deferred financing costs. The fair value of the Notes may vary from time to
time based on the Company's operating performance and other market related
factors external to the Company. Presently, the Company believes the fair value
of the Notes to be significantly less than the carrying value.
31
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The Senior Subordinated Notes are redeemable at the option of the Company
commencing on May 15 of the year set forth below at the redemption prices also
set forth below:
Redemption
Period Price
------ -----
2002 ...............................................105.375%
2003 ...............................................103.583%
2004 ...............................................101.792%
2005 and thereafter ................................100.000%
Minimum payments due under long-term debt as of April 1, 2000 are as follows (in
thousands):
Fiscal
Year Amount
---- ------
2001 $ 6,994
2002 2,429
2003 1,154
2004 726
2005 434
2006 and thereafter 92,732
--------
$104,469
========
Cash payments for interest were $10,906,000 (2000), $10,752,000 (1999) and
$6,893,000 (1998).
5. LINES OF CREDIT:
The Company has a revolving credit facility agreement, as amended on November 3,
1999, (the "Agreement") of up to $20,000,000 expiring on February 14, 2002. The
Agreement provides for interest on outstanding balances at the bank's prime rate
plus 1-1/4% and is collateralized by accounts receivable and inventories of the
Company. At April 1, 2000 and April 3, 1999, the prime rate was 9.00% and 7.75%,
respectively. At April 1, 2000 there was $17,570,000 available under the
Agreement. The Agreement includes covenants requiring maintenance of certain
financial ratios. At April 1, 2000 and April 3, 1999 there were no borrowings
outstanding under the Agreement.
The Company has a capital lease line of credit of $2,600,000 for financing
manufacturing equipment expiring June 30, 2000. The agreement provides for three
year or five year terms with interest at 2.20% above the bank's index rate. The
bank's index rate is the U.S. Treasury Note bond-equivalent yield per annum
corresponding to the average life of the lease. At April 1, 2000 and April 3,
1999 there were $5,122,000 and $3,821,000 in borrowings outstanding under the
capital leases, respectively.
32
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
6. TAXES ON EARNINGS:
The components of income tax expense (benefit) consist of the following (in
thousands):
2000 1999 1998
----------- -------- -------
Current:
Federal $ (1,341) $ 3,090 $ 2,392
State (292) 568 469
----------- --------- --------
(1,633) 3,658 2,861
----------- --------- --------
Deferred:
Federal 91 (290) (942)
State 17 (43) (169)
---------- --------- --------
108 (333) (1,111)
---------- --------- --------
$ (1,525) $ 3,325 $ 1,750
=========== ========= ========
The Company's effective tax rate differs from the statutory federal income tax
rate as follows:
2000 1999 1998
---------- -------- ------
Tax provision (benefit) at the statutory rate (34.0%) 34.0% 34.0%
Nondeductible expenses 2.1% 1.0% 2.2%
State taxes, net of federal benefit (4.7%) 4.0% 4.6%
Other (2.9%) (0.7%) (0.8%)
--------- ------- -------
(39.5%) 38.3% 40.0%
========= ======= =======
The components of the net deferred taxes are as follows (in thousands):
April 1, April 3,
2000 1999
---------- ---------
Deferred Tax Assets:
Environmental liabilities $ 3,671 $ 3,766
Accrued bonus and other 1,928 1,862
---------- ---------
5,599 5,628
Deferred Tax Liabilities:
Depreciation and other (1,205) (1,126)
---------- ---------
Deferred Tax Asset, net $ 4,394 $ 4,502
========== =========
Cash tax payments were $239,000 (2000), $5,302,000 (1999), and $859,000 (1998).
33
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
7. CAPITAL STOCK:
The Company is authorized to issue an aggregate of 550,000 shares of common
stock. These shares may be issued in four different classes (A, B, C or D
shares) which differ only in voting rights per share as follows:
Voting Rights
Class Per Share
---------
A 1
B 1
C None
D 10
The changes in each class of common shares for each of the three years in the
period ended April 1, 2000 are as follows (in thousands):
Class of Common Stock
-------------------------------------------------------------
A B C D Total
--------------
Par Par Par Par Par
Shares Value Shares Value Shares Value Shares Value Shares Value
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Balance - March 29, 1997 111 $ 10 28 $ 3 4 $ 1 1 $ -- 144 $ 14
Repurchase of Stock (8) (1) (1) --- -- --- -- -- (9) (1)
------- ---- -- ---- -- --- -- ---- ------ ----
Balance - March 28, 1998 103 9 27 3 4 1 1 -- 135 13
Sale of Stock --- 1 --- --- -- --- -- -- -- 1
------- ---- ---- ---- -- --- -- ---- ------ ----
Balance - April 3, 1999 103 10 27 3 4 1 1 -- 135 14
------- ---- -- ---- - --- - ---- ------ ----
Balance - April 1, 2000 103 $ 10 27 $ 3 4 $ 1 1 $ -- 135 $ 14
======= ==== == ==== = === = ==== ====== ====
The remaining 414,505 shares are undesignated as to class.
In February 1997, the Company adopted a stock option plan (the "Option Plan")
which provides for the grant to employees and directors, from time to time, of
non-qualified stock options to purchase up to an aggregate of 22,887 shares of
common stock at exercise prices to be determined by the Board of Directors. The
Option Plan provides for the grant of management options to purchase 6,393
shares of common stock (the "Management Options"), management performance
options to purchase 14,206 shares of common stock (the "Management Performance
Options"), director options to purchase 710 shares of common stock (the
"Director Options") and director performance options to purchase 1,578 shares of
common stock (the "Director Performance Options"). The Management Options and
Director Options are subject to a vesting schedule that generally provides for
each series of options to vest 20% per year over five years if the Company
attains specified annual or cumulative earnings targets as defined in the Option
Plan. The Management Performance Options and Director Performance Options are
subject to a vesting schedule based on a change in control in which the Windward
Group realizes specified annual rates of return on its equity investment in the
Company as defined in the Option Plan. All options are exercisable over a period
of 10 years and will automatically vest on the seventh anniversary of the date
on which the Option Plan was adopted, regardless of whether the performance
criteria are achieved.
34
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
The Company granted options to purchase 2,500, 470 and 470 shares of common
stock for the fiscal years 2000, 1999, and 1998, respectively, with an exercise
price of $370 per share, which is equal to the fair value of common stock at the
date of grant, except for 1,000 shares in fiscal year 2000 with an exercise
price below estimated fair market value. Such difference will be recognized as
additional compensation expense on a straight line basis over the vesting period
of the underlying options. At April 1, 2000 1,420 options were exercisable and
options to purchase 4,062 shares of common stock remained available for grant.
The weighted average fair value of each option granted was estimated on the date
of grant to be approximately $100 using the minimum value method with the
following assumptions (i) risk-free interest rate of 6.38%, 5.48% and 6.43% for
fiscal 2000, 1999 and 1998, respectively, (ii) expected option life of 5 years,
(iii) forfeiture rate of 0 and (iv) no expected dividends.
The Company has adopted the disclosure only provisions of SFAS No. 123. For the
years ended April 1, 2000, April 3, 1999 and March 28, 1998, had the Company
recognized compensation expense in accordance with Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", net
(loss) earnings would have been ($2,566,000), $5,135,000 and $2,406,000,
respectively.
8. EMPLOYEE BENEFIT PLANS:
In 1993, the Company adopted the HCC Savings and Investment Plan (the "Plan")
which covers all eligible full-time employees. The Company established the Plan
to meet the requirements of a qualified retirement plan pursuant to the
provisions of Section 401(k) of the Internal Revenue Code. The Plan provides
participants the opportunity to make tax deferred contributions to a retirement
trust account in amounts up to 15% of their gross wages. The Company has elected
to make matching contributions in amounts that may change from year to year. The
Company contributed $572,000 (2000), $536,000 (1999) and $466,000 (1998) in
matching contributions to the Plan.
In connection with the Recapitalization, the Company adopted a bonus plan (the
"Bonus Plan"), pursuant to which the Company will grant Bonus Units (each
representing an interest in the bonus pool of $6.0 million) to certain key
employees. The Bonus Units are awarded by a committee of the Board of Directors
of the Company. On April 3, 1999 and March 28, 1998, $1.1 million and $3.0
million of Bonus Units became vested, respectively. Vested contingent bonuses
become due and payable on the third anniversary of the applicable vesting date
and will bear interest at 10% per annum (payable semi-annually in arrears) from
each applicable vesting date until paid in full.
9. COMMITMENTS AND CONTINGENCIES:
Environmental
As an ongoing facet of the Company's business, it is required to maintain
compliance with various environmental regulations. The cost of this compliance
is included in the Company's operating results as incurred. These ongoing costs
include permitting fees and expenses and specialized effluent control systems as
well as monitoring and site assessment costs required by various governmental
agencies. In the opinion of management, the maintenance of this compliance will
not have a significant effect on the financial position or results of operations
of the Company.
35
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
In August 1994, the U.S. Environmental Protection Agency ("EPA") identified the
Company as a potentially responsible party ("PRP") in the El Monte Operable Unit
("EMOU") of the San Gabriel Valley Superfund Sites. In early 1995, the Company
and the EPA executed an Administrative Consent Order which requires the Company
and other PRP's to perform a Remedial Investigation and Feasibility Study
("RI/FS") for the EMOU. In addition, the Company's facility in Avon,
Massachusetts is subject to Massachusetts "Chapter 21E", the State's hazardous
site clean-up program. Uncertainty as to (a) the extent to which the Company
caused, if at all, the conditions being investigated, (b) the extent of
environmental contamination and risks, (c) the applicability of changing and
complex environmental laws (d) the number and financial viability of other
PRP's, (e) the stage of the investigation and/or remediation, (f) the
unpredictability of investigation and/or remediation costs (including as to when
they will be incurred), (g) applicable clean-up standards, (h) the remediation
(if any) that will ultimately be required, and (i) available technology make it
difficult to assess the likelihood and scope of further investigation or
remediation activities or to estimate the future costs of such activities if
undertaken. In addition, liability under CERCLA is joint and several, and any
potential inability of other PRP's to pay their prorata share of the
environmental remediation costs may result in the Company being required to bear
costs in excess of its prorata share.
In fiscal 1997, the Company with the help of independent consultants,
determined a range of estimated costs of $9,000,000 to $11,000,000 associated
with the various claims and assertions it faces. The time frame over which the
Company expects to incur such costs varies with each site, ranging up to 20
years as of April 1, 2000. These estimates are based partly on progress made in
determining the magnitude of such costs, experience gained from sites on which
remediation is ongoing or has been completed, and the timing and extent of
remedial actions required by the applicable governmental authorities. As a
result, the Company accrued $10,000,000 in fiscal 1997 for existing estimated
environmental remediation and other related costs which the Company believes to
be the best estimate of the liability. As of April 1, 2000, the accrual for
estimated environmental costs was $9,178,000. Actual expenditures for
environmental remediation for each of the three years in the period ended April
1,2000 were $238,000 (2000), $203,000 (1999) and $381,000 (1998).
Claims for recovery of costs already incurred and future costs have
been asserted against various insurance companies. The Company has neither
recorded any asset nor reduced any liability in anticipation of recovery with
respect to such claims made.
The Company believes its accrual is adequate, but as the scope of its
obligations becomes more clearly defined, this accrual may be modified and
related charges against earnings may be made.
36
HCC INDUSTRIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
Other
On March 3, 1998, Walter Neubauer, a former stockholder of the Company
and a current stockholder of SDI, filed a lawsuit in California Superior Court
(Case BC186937; Walter Neubauer vs. Andrew Goldfarb, et. al.) against the
Company and certain other stockholders alleging (i) breach of fiduciary duty,
(ii) fraud, (iii) negligent misrepresentation, (iv) negligence, (v) violations
of corporations code and (vi) breach of contract. The allegations primarily
relate to the Company's exercise of an option to acquire Mr. Neubauer's stock in
August 1996. In September 1999, five of the six claims were dismissed upon a
summary judgement motion made by the Company, including all of the claims
against the Company. The remaining claim is against Andrew Goldfarb for alleged
violations of oral representations.
On May 7, 1998, the Company filed a lawsuit against Mr. Neubauer in
California Superior Court alleging (i) breach of contract, (ii) intentional
interference with business relations and (iii) interference with prospective
business advantage. All allegations relate to violations of the noncompetition
agreement executed by Mr. Neubauer in August 1996. A preliminary injunction was
granted in September 1998. The Company is seeking damages of $50.0 million. The
case was consolidated with Mr. Neubauer's action, discussed above.
In addition to the above, the Company is involved in other claims and litigation
arising in the normal course of business. Based on the advice of counsel and in
the opinion of management, the ultimate resolution of these matters will not
have a significant effect on the financial position or the results of operations
of the Company.
Indemnification
Pursuant to the Recapitalization Agreement, the Selling Group has agreed to
indemnify the Company with respect to the after-tax costs of contingent
environmental and other liabilities, subject to a cap for all indemnified
liabilities of $30 million. In February 1997, a $6.0 million interest bearing
escrow account was established by the selling stockholders (the "Deferred
Amount") to secure indemnity claims of the Company and others, including with
respect to environmental liabilities.
10. RELATED PARTY TRANSACTIONS:
For the year ended April 1, 2000 the Company paid a total of $218,000 in fees to
Windward Capital Partners consisting of an annual management fee of $125,000 and
expenses totaling $93,000. For the year ended April 3, 1999 the Company paid a
total of $152,000 in fees to Windward Capital Partners consisting of an annual
management fee of $125,000 and expenses totaling $27,000. For the year ended
March 28, 1998, the Company paid a total of $1,466,000 in fees to Windward
Capital Partners consisting of a non-recurring financial advisory fee of
$1,250,000, an annual management fee of $125,000 and expenses totaling $91,000.
37
HCC INDUSTRIES INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
ADDITIONS--
BALANCE CHARGED DEDUCTIONS--
AT TO COSTS UNCOLLECTIBLE BALANCE
BEGINNING AND ACCOUNTS AT END
OF YEAR EXPENSES WRITE OFFS OF YEAR
--------- --------- ---------- -------
2000
Allowance for doubtful accounts $ 46 $ 11 $ 6 $ 51
======== ========= ========= ========
1999
Allowance for doubtful accounts $ 40 $ 6 $ --- $ 46
======== ========= ========= ========
1998
Allowance for doubtful accounts $ 40 $ --- $ --- $ 40
======== ========= ========= ========
38
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS FOR THE REGISTRANT
MANAGEMENT
The following table sets forth certain information concerning the
directors and executive officers of the Company. Each director is elected for a
one (1) year term or until such person's successor is duly elected and
qualified.
Name Age Position
- ---- --- --------
Robert Rau 62 Director of HCC, Chairman
Richard Ferraid 44 Director, President and Chief Executive Officer of HCC
Christopher H. Bateman 48 Director, Vice President and Chief Financial Officer of HCC
Andy Goldfarb 52 Director of HCC
Robert H. Barton III 66 Director of HCC
Gary L. Swenson 62 Director of HCC
Thomas J. Sikorski 39 Director of HCC
John M. Leonis 66 Director of HCC
Fred Hauser 63 Director of HCC
Mr. Rau was elected a director of HCC in July 1998. Mr. Rau recently
retired as President of the Aerostructures Group of The BFGoodrich Company.
Prior to its merger with BFGoodrich, Mr. Rau was President and Chief Executive
Officer of Rohr, Inc. from 1993 to 1997. Before joining Rohr, he was an
Executive Vice President of Parker Hannifin Corporation and President of its
Aerospace Sector. In addition, Mr. Rau is a past member of the Board of
Governors of the Aerospace Industries Association, a past Chairman of the
General Aviation Manufacturers Association, a member of the Board of Trustees of
Whittier College and a member of the Board of Directors of Primex Technologies
Corp. and Willis Lease Finance Corporation.
Mr. Ferraid joined the Company in 1992 and currently serves as the
President and Chief Executive Officer of HCC. Prior to becoming the President
and CEO of HCC in March 2000, he has served in various capacities including
President of Glasseal from 1994-2000. Mr. Ferraid became a director of the
Company in February 1997 following the consummation of the Recapitalization. Mr.
Ferraid previously worked at Electrical Industries, a competitor of the Company.
Mr. Ferraid has over 20 years of experience in the GTMS industry.
Mr. Bateman joined the Company in 1986 and has served in various
capacities. He currently serves as a Vice President and the Chief Financial
Officer of HCC. Mr. Bateman has been a director of the Company since 1989. Prior
to joining HCC, Mr. Bateman worked for Touche Ross & Co. from 1978 through 1986.
Mr. Goldfarb retired as Chairman, Chief Executive Officer and President of
HCC in January 2000 after having served in various capacities since 1976. Mr.
Goldfarb has been a director of the Company since 1979 and continues to serve
the Company in that role.
Mr. Barton was elected a director of HCC in February 1997 following the
consummation of the Recapitalization. Mr. Barton was elected Chairman of French
Holdings, Inc. in October 1996 and Chairman and CEO of Meridian Automotive
Systems, Inc. in April 1997. Mr. Barton was Chairman, President and Chief
Executive Officer of Alcoa Fujikura Ltd. from May 1984 to December 1996. He
currently serves on the Board of Directors of and as senior advisor to Alcoa
Fujikura Ltd., and is Chairman, President and Chief Executive Officer of
Meridian Automotive Systems, Inc.
39
Mr. Swenson was elected a director of HCC in February 1997 following the
consummation of the Recapitalization. Mr. Swenson has been President and Senior
Managing Director of Windward Capital Partners, L.P. since its founding in 1994,
and was a Managing Director of CS First Boston Corporation from 1974 to 1994.
Mr. Swenson currently serves on the Board of Directors of Furr's Supermarkets,
Inc. and Meridian Automotive Systems, Inc. Mr. Swenson is Mr. Sikorski's
father-in-law.
Mr. Sikorski was elected a director of HCC in February 1997 following the
consummation of the Recapitalization. Mr. Sikorski has been a Managing Director
of Windward Capital Partners, L.P. since its founding in 1994. Prior to joining
Windward Capital Partners, L.P., Mr. Sikorski was Director of Private Equity
Investments at MetLife from 1992 to 1994 and prior to that was a Vice President
in the leveraged Buyout Group at the First Boston Corporation from 1986 to 1992.
Mr. Sikorski currently serves on the Board of Directors of Furr's Supermarkets,
Inc., DCV Holdings, Inc. and Palace Entertainment, Inc. Mr. Sikorski is Mr.
Swenson's son-in-law.
Mr. Leonis was elected a director of HCC in July 1997. Mr. Leonis retired
as Chairman of the Board of Directors of Litton Industries, Inc. in April 1999.
Mr. Leonis worked at Litton Industries in various capacities for over 36 years.
Mr. Leonis currently serves as a member of the Board of Directors of Litton
Industries.
Mr. Hauser was elected a director of HCC in April 1999. Mr. Hauser retired
from Metropolitan Life Insurance Company in 1997 as Senior Vice President and
Corporate Controller after 39 years with the company. Mr. Hauser has served as a
director of METMOR, MetLife's mortgage banking operations, and MetLife
Securities, a broker dealer. Mr. Hauser has also served on the board of the New
York chapter of the Financial Executives Institute, an organization of Chief
Financial Officers, Treasurers and Controllers of major corporations, and was
its President in 1993-1994.
ITEM 11 - EXECUTIVE COMPENSATION
The following table sets forth the total value of compensation received
by the Chief Executive Officer and the two most highly compensated executive
officers, other than the Chief Executive Officer, who served as executive
officers of the Company as of April 1, 2000, (collectively with the Chief
Executive Officer, the "Named Executive Officers") for services rendered in all
capacities to the Company for the year ended April 1, 2000.
40
SUMMARY COMPENSATION TABLE (1)
LONG-TERM
COMPENSATION -
NUMBER OF
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(2)
---- ----- ----- ------- ------------
Richard Ferraid 2000 $218,806 $ 51,150 --- $ 13,590
Chief Executive Officer and 1999 $205,418 $ 40,000 --- $ 13,608
President of HCC 1998 $201,150 $ 40,000 --- $ 13,608
Christopher Bateman 2000 $207,874 $ 51,150 --- $ 20,058
Chief Financial Officer and 1999 $205,418 $ 20,000 --- $ 24,033
Vice President of HCC 1998 $201,150 $ 20,000 --- $ 24,070
Andrew Goldfarb (Retired) 2000 $311,491 $ 77,873 --- $ 33,627
Former Chairman of the Board 1999 $308,045 $ 105,000 --- $ 29,697
of Directors, Chief Executive 1998 $301,725 $ 105,000 --- $ 22,491
Officer and President of HCC
(1) None of the executive officers has received perquisites the value of which
exceeded the lesser of $50,000 or 10% of the salary and bonus of such
executive officer.
(2) For 2000 all other compensation included the following amounts: Mr.
Goldfarb, $6,000 of Company contributions into the Company's 401(k) plan,
$2,042 for automobile allowance and $25,585 for allocated life insurance;
Mr. Bateman, $6,000 for Company contributions into the Company's 401(k)
plan, $13,698 for automobile allowance and $360 for allocated life
insurance; Mr. Ferraid, $6,000 for Company contributions into the Company's
401(k) plan, $7,350 for automobile allowance and $240 for allocated life
insurance.
GRANTS OF STOCK OPTIONS
Options on 2,500 shares were granted to Mr. Ferraid during the fiscal
year ended April 1, 2000. The options vest at 1/3 per year over the next 3
years.
The following table sets forth information concerning the value of
unexercised options held by the Named Executive Officers. The Named Executive
Officers did not exercise any options during the fiscal year ended April 1,
2000.
OPTIONS OUTSTANDING AT APRIL 1, 2000
-----------------------------------------------------
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDER OPTION - OPTIONS -
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE
----------------- -------------------
Richard Ferraid 244 / 5,846(1) $ - /$370,000
Christopher Bateman 244 / 2,952(1) $ - / $ -
- ----------------
(1) There is no public market for the Company's stock. The fair market value of
a share of Common Stock is assumed to be equal to the exercise price per
share of the options held by the Named Executive Officers.
41
EMPLOYMENT AGREEMENTS
In March 2000, Richard Ferraid entered into an employment agreement with
HCC (the "Employment Agreement"). Pursuant to the Employment Agreement, Mr.
Ferraid will be employed by HCC until March 31, 2003 provided that HCC may
terminate Mr. Ferraid by reason of disability, death or for good cause (as
defined in the Employment Agreement). Upon termination by the Company for
reasons other than death, disability or good cause, Mr. Ferraid will be entitled
to receive salary and benefits for a period of 24 months. The agreement provides
for a base salary to be determined in accordance with HCC's policies and an
annual bonus contingent on certain performance-based criteria. Pursuant to the
terms of the agreement, Mr. Ferraid, during the term of the Employment Agreement
and a one year period thereafter, may not solicit customers of the Company,
engage in business with any competing entity or induce any other employee of the
Company to leave his or her employment with the Company.
Mr. Goldfarb's employment with the Company expired on April 1, 2000.
Presently, a consulting agreement is being negotiated with Mr. Goldfarb. While
an agreement has not been finalized, the Company expects to execute an agreement
shortly that compensates Mr. Goldfarb at $156,000 per year for consulting
services and certain non-compete provisions. The agreement is expected to have a
two-year term.
Mr. Rau served as the Chief Executive Officer (CEO) of the Company from
January 3, 2000 through March 8, 2000 (when Mr. Ferraid was named CEO) and has
agreed to serve as the Non-Executive Chairman of the Company for a one year
period ending December 31, 2000. Mr. Rau's compensation for the period will be
$450,000 of which $200,000 was paid in the fiscal year ended April 1, 2000. If
Mr. Rau continues to serve in this capacity after January 1, 2001, his annual
compensation will be $80,000 per year. Mr. Rau was also given an option to
purchase 2,450 shares of HCC stock at a price of $50,000, which purchase was
made in June 2000.
OPTION PLAN
In connection with the Recapitalization, HCC adopted the Option Plan which
provides for the grant to employees from time to time of non-qualified stock
options to purchase up to an aggregate of 22,887 shares of Common Stock at
exercise prices to be determined by the Board of Directors. The Option Plan
provides for the grant of management options to purchase 6,393 shares of Common
Stock (the "Management Options"), management performance options to purchase
14,206 shares of Common Stock (the "Management Performance Options"), director
options to non-affiliates of Windward to purchase 710 shares of Common Stock
(the "Director Options"), and director performance options to non-affiliates of
Windward to purchase 1,578 shares of Common Stock (the "Director Performance
Options"). The Management Options and Director Options were granted subject to
an EBITDA (as defined in the Option Plan) vesting schedule that provides for 20%
of each series of options to vest in each of fiscal year 1998 through fiscal
year 2002 if the Company attains a specified target for each such year ($21.8
million EBITDA in fiscal 1998, $28.5 million EBITDA in fiscal 1999, $32.6
million EBITDA in fiscal 2000, $35.3 million EBITDA in fiscal 2001 and $37.6
million EBITDA in fiscal 2002). The Options will also vest if certain cumulative
EBITDA targets are achieved after certain multiple year periods or, so long as
the Windward Group realizes specified rates of return on its aggregate equity
investment, upon a Change of Control (as defined in the Option Plan). In
addition, regardless of whether the performance criteria are achieved, all
Options including, the performance-based Options, will vest automatically on the
seventh anniversary of the date of grant. On March 28, 1998, the 20% of stock
options related to the 1998 fiscal year became vested.
The Management Performance Options and Director Performance Options were
granted subject to a vesting schedule providing for 50% of each series of
options to vest upon a Change of Control in which the Windward Group realizes a
30% compounded annual rate of return on its aggregate equity investment in the
Company and the remaining 50% of each series of options vesting upon a Change of
Control in which Windward Group realizes a 40% compounded annual rate of return
on its aggregate equity investment in the Company. As of April 1, 2000, 18,825
options have been granted under the Option Plan which entitle the holders to
purchase upon vesting 18,825 shares of Common Stock at an exercise price of
$370.49 per share. An additional 4,062 options may be granted under the Option
Plan.
42
CONTINGENT BONUS PLAN
In connection with the Recapitalization, HCC adopted the Bonus Plan,
pursuant to which the Company will grant Bonus Units (each representing an
interest in the bonus pool of $6.0 million) to certain key employees (the
"Participants"). The Bonus Units will be awarded by a committee of the Board of
Directors of HCC formed to administer the Bonus Plan. On April 3, 1999 and March
28, 1998, $1.1 million and $3.0 million of Bonus Units became vested,
respectively. Vested contingent bonuses become due and payable on the third
anniversary of the applicable vesting date and will bear interest at 10% per
annum (payable semi-annually in arrears) from each applicable vesting date until
paid in full.
Pursuant to the Bonus Plan, all of an employee's Bonus Units terminate
immediately when such employee ceases to be employed by the Company, unless such
employment ceases due to such employees' death or disability, in which case such
employee will be vested in a portion of such employee's Bonus Units.
DIRECTOR COMPENSATION
Each of Messrs. Barton, Leonis, Rau and Hauser receive an annual fee of
$20,000. In addition, Mr. Rau received a fee of $200,000 in fiscal 2000 for
serving as Chairman of the Board. Messrs. Barton, Leonis and Rau were granted
695, 470 and 470 stock options, respectively, of which 215, 150 and 150,
respectively, are subject to a vesting schedule that generally provides for each
option to vest 20% per year over five years (25% over four years for Mr. Rau)
commencing on the first anniversary of the date of grant if the Company attains
specified annual or cumulative earnings targets set forth in the Option Plan and
the remaining options vest upon a change in control in which the Windward Group
realized specified annual rates of return on its equity investment in the
Company as defined in the Option Plan. All options automatically vest on the
seventh anniversary of the date of grant regardless of whether the performance
criteria are achieved. All options have an exercise price equal to the fair
value of the common stock at the date of grant ($370.49 per share).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In fiscal 2000, the Company had no compensation committee and compensation
matters were handled either by Mr. Goldfarb, Chief Executive Officer and
Chairman of the Board of HCC or by the Board of Directors itself.
43
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists all shares of HCC's Common Stock as of April 1,
2000, beneficially owned by each director of HCC, each executive officer of HCC
and each person known by the Company to beneficially own more than 5% of such
outstanding shares of Common Stock at such date. The table also reflects the
percentage of the shares owned beneficially by all executive officers and
directors of HCC as a group. Share numbers and percentages in the table are
rounded to the nearest whole share. As of April 1, 2000 there were 135,495
shares of Common Stock of HCC outstanding.
Number of
Name and Address Shares of
of Beneficial Owners Common Stock* Percent
- -------------------- ------------- -------
Windward/Park HCC, L.L.C.(a)(b) 53,836 39.7%
Windward/Merban, L.P.(a)(b) 10,767 8.0%
Windward/Merchant, L.P.(a)(b) 21,535 15.9%
Windward Capital Associates, L.P.(a)(b)(c) 87,721 64.7%
Windward Capital Associates, Inc.(b)(c) 87,721 64.7%
Gary Swenson(b)(d)(e) 87,721 64.7%
Thomas J. Sikorski(b)(e) --- **
Robert Barton(h) --- **
John M. Leonis(h) 270 0.2%
Robert Rau(g)(h) 270 0.2%
Fred Hauser(h) --- **
Andrew Goldarb(h)(j) 30,453 22.5%
Christopher Bateman(h)(i) 9,173 6.8%
Richard Ferraid(h)(i) 3,558 2.6%
All directors and executive officers of the Company
as a group (7 persons)(i)(k) 43,724 32.3%
- -----------
* HCC's common equity is divided into four separate classes of Common stock,
par value $.10 per share: (i) Class A Common Stock with one vote per share,
(ii) Class B Common Stock with one vote per share, (iii) Class C Common
Stock with no voting rights, except as required by applicable state law and
(iv) Class D Common Stock with 10 votes per share. Except for voting
rights, all the common equity of the Company have identical economic terms.
Other than Windward/Merban, L.P. and Windward/Merchant, L.P., all other
stockholders of HCC own Class A Common Stock. See note (a) below.
** Less than 1.0%
(a) Windward/Park HCC, L.L.C. owns 53,836 shares of Class A Common Stock,
Windward/Merban L.P. owns 6,451 shares of Class B Common Stock and 4,316
shares of Class C Common Stock, Windward/Merchant, L.P. owns 21,055 shares
of Class B Common Stock and 480 shares of Class D Common Stock and Windward
Capital Associates, L.P. owns 1,583 shares of Class A Common Stock. The
Windward Group due to their common control may be deemed to beneficially
own each others shares, but each disclaims such beneficial ownership. The
Windward Group consists of Windward, Windward/Merchant, L.P., the partners
of which are Windward and an affiliate of Credit Suisse First Boston
Corporation, Windward/Merban, L.P., the partners of which are Windward and
an affiliate of Credit Suisse First Boston Corporation and Windward/Park
HCC, LLC, the members of which are Windward and MetLife. Pursuant to a set
of program agreements, the Windward Group, along with certain other
entities, invests in merchant banking investments organized and managed by
Windward and its affiliates. The program agreements govern the relationship
among the Windward Group and provide for, among other things, procedures
for investments, allocations of income and loss, distributions of funds,
transfers of interests between and among the partners or members or third
parties, provisions relating to the activities of the general partner or
manager, including in respect of fees, powers and limitations and removal
by the other partners or members, and procedures for the limited partners
or non-managing members to exercise voting and management control of the
investments. Windward and the other members of the Windward Group have
reached agreement concerning an early termination of the period during
which they may make future investments under their program agreements.
Windward and the other members have informed the Company that such
termination will not have any effect on their investment in, or the
management or control of, the Company.
44
(b) The business address for such person(s) is c/o Windward Capital Partners,
L.P., 1177 Avenue of the Americas, 42nd Floor, New York, New York 10036.
(c) Windward Capital Associates, L.P. may be deemed to share beneficial
ownership of the Common Stock owned of record by the Windward Group, by
virtue of its status as the general partner of Windward/Merchant, L.P.,
Windward/Merban, L.P. and the Managing Member of Windward/Park HCC, L.L.C.,
but disclaims such beneficial ownership. Windward Capital Associates, Inc.
may be deemed to share beneficial ownership of shares of Common Stock owned
of record by the Windward Group by virtue of its status as the general
partner of Windward Capital Associates, L.P., but disclaims such beneficial
ownership.
(d) Mr. Swenson may be deemed to share beneficial ownership of the shares of
Common Stock owned of record by the Windward Group, by virtue of his status
as the sole stockholder of Windward Capital Associates, Inc., the general
partner of Windward Capital Associates, L.P. Mr. Swenson disclaims such
beneficial ownership. Windward Capital Associates, L.P. is the general
partner of Windward/Merchant, L.P., Windward/Merban, L.P. and the Managing
Member of Windward/Park HCC, L.L.C.
(e) Messrs. Swenson and Sikorski are limited partners of Windward Capital
Associates, L.P. None of Messrs. Swenson and Sikorski, in their capacities
as limited partners of Windward Capital Associates, L.P., has or shares
voting or investment power with Windward Capital Associates, L.P. with
respect to the Common Stock owned by Windward Capital Associates, L.P.
(f) Includes 270 shares of Common Stock owned by the Leonis Family 1989 Inter
Vivos Family Trust dated March 6, 1989.
(g) Includes 270 shares of Common Stock owned by the Rau Family Trust dated
December 14, 1984.
(h) The business address of such person(s) is c/o HCC Industries, Inc., 4232
Temple City Blvd., Rosemead, CA 91770-1592.
(i) Excludes outstanding options to purchase shares of Common Stock of which
244 and 244 are exercisable at March 28, 1998 for Mr. Bateman and Mr.
Ferraid, respectively.
(j) Includes 27,753 shares of Common Stock owned by the Andrew and Denise
Goldfarb Revocable Trust of 1995. Also includes 1,350 shares of Common
Stock owned by the Jessica Anne Goldfarb Irrevocable Trust and the 1,350
shares of Common Stock owned by the Rebecca Goldfarb Irrevocable Trust of
which Mr. Goldfarb's brother is the trustee. Mr. Goldfarb disclaims
beneficial ownership of the share of Common Stock owned by such trusts.
(k) Excludes shares of Common Stock referred to in notes (d) and (e) above.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For the year ended April 1, 2000 the Company paid a total of $218,000 in fees to
Windward Capital Partners consisting of an annual management fee of $125,000 and
expenses totaling $93,000. For the year ended April 3, 1999 the Company paid a
total of $152,000 in fees to Windward Capital Partners consisting of an annual
management fee of $125,000 and expenses totaling $27,000. For the year ended
March 28, 1998, the Company paid a total of $1,466,000 in fees to Windward
Capital Partners consisting of a non-recurring financial advisory fee of
$1,250,000, an annual management fee of $125,000 and expenses totaling $91,000.
45
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
Page Reference
Form 10-K
---------
(a)(1) FINANCIAL STATEMENTS
Report of Independent Accountants 21
Consolidated Balance Sheets at April 1, 2000 and April 3, 1999 22
Consolidated Statements of Operations for each of the three years ended
April 1, 2000, April 3, 1999 and March 28, 1998 23
Consolidated Statements of Stockholders' Equity for each of the three years
April 1, 2000, April 3, 1999 and March 28, 1998 24
Consolidated Statements of Cash Flows for each of the three years
ended April 1, 2000, April 3, 1999 and March 28, 1998 25
Notes to Financial Statements 26
(a)(2) FINANCIAL STATEMENT SCHEDULES
Schedule II - Valuation and Qualifying Accounts 38
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the applicable instructions or the required
information is included in the Consolidated Financial Statements
and Notes thereto, or they are inapplicable and are therefore
omitted.
The guarantee obligations of the Subsidiary Guarantors (which are
all direct or indirect wholly owned subsidiaries of the Company)
are full, unconditional and joint and several. The aggregate
assets, liabilities, earnings, and equity of the Subsidiary
Guarantors are substantially equivalent to the total assets,
liabilities, earnings and equity of HCC Industries Inc. and its
subsidiaries on a consolidated basis. Separate financial
statements of the Subsidiary Guarantors are not included in this
Form 10-K because management of the Company has determined that
separate financial statements of the Subsidiary Guarantors would
not be material to investors.
(a)(3) EXHIBITS
Regulation S-K Exhibit
Table Reference
---------------
2. PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION.
2.1 First Amendment and Restatement of the Stock Purchase and Sale
Agreement, dated as of December 23, 1996, by and among the
Company, the Windward Group, MetLife and the Sellers named
therein. (1)
46
2.2 Subordinated Note Agreement, dated as of February 14, 1997, by and
among the Company, Windward/Merchant L.P., Windward/Merban L.P.
and MetLife. (1)
2.3 Escrow Agreement, dated as of February 14, 1997, by and among the
Company, Windward Capital Associates L.P., the Sellers named
therein and U. S. Trust Company of California, N.A., as escrow
agent. (1)
3. CERTIFICATE OF INCORPORATION AND BY-LAWS.
3.1 Amended and Restated Certificate of Incorporation of the
Company.(1)
3.2 Amended and Restated By-Laws of the Company. (1)
3.3 Certificate of Incorporation of Hermetic Seal Corporation. (1)
3.4 By-Laws of Hermetic Seal Corporation. (1)
3.5 Certificate of Incorporation of Glasseal PHroducts, Inc. (1)
3.6 By-Laws of Glasseal Products, Inc. (1)
3.7 Certificate of Incorporation of Sealtron, Inc. (1)
3.8 By-Laws of Sealtron, Inc. (1)
3.9 Certificate of Incorporation of Sealtron Acquisition Corp. (1)
3.10 By-Laws of Sealtron Acquisition Corp. (1)
3.11 Articles of Incorporation of HCC Industries International. (1)
3.12 By-Laws of HCC Industries International. (1)
3.13 Declaration of Trust of Norfolk Avon Realty Trust. (1)
4. INSTRUMENTS DEFINING THE RIGHT OF SECURITY HOLDERS, INCLUDING
INDENTURES.
4.1 Indenture, dated as of May 6, 1997 (the "Indenture"), among the
Company, the Subsidiary Guarantors and IBJ Schroder Bank & Trust
Company, as Trustee, relating to the 10 3/4% Senior Subordinated
Notes due 2007 and the 10 3/4% Senior Subordinated Exchange Notes
due 2007. (1)
4.2 Form of 10 3/4% Senior Subordinated Exchange Notes due 2007. (1)
4.3 Registration Rights Amendment, dated May 6, 1997, among the
Company, the Subsidiary Guarantors, and Credit Suisse First Boston
Corporation and Furman Selz LLC, as Initial Purchasers. (1)
4.4 First Supplemental Indenture, dated as of October 24, 1997, to the
Indenture. (1)
9. VOTING TRUST AGREEMENT
9.1 Stockholders Agreement, dated as of February 14, 1997, by and
among the Company, the Windward Group and the Stockholders named
therein. (1)
47
10. MATERIAL CONTRACTS.
10.1 Credit Agreement, dates as of February 14, 1997, by and among the
Company, Fleet Capital Corporation, as Agent, and the Lender
Parties thereto. (1)
10.2 Amendment No. 1 to the Credit Agreement, dated as of May 6, 1997,
by and among the Company, Fleet Capital Corporation, as Agent, and
the Lender Parties thereto. (1)
10.2.1 Amendment No. 2 to the Credit Agreement, dated as of October 8,
1999, by and among the Company, Fleet Capital Corporation, as
Agent, and the Lender Parties thereto.
10.2.2 Amendment No. 3 to the Credit Agreement, dated as of November 3,
1999, by and among the Company, Fleet Capital Corporation, as
Agent, and the Lender Parties thereto.
10.3 HCC Industries Inc. Stock Option Plan, dated February 14, 1997.
(1)
10.4 Form of Stock Option Agreement (included in Exhibit 10.3). (1)
10.5 Contingent Bonus Plan of HCC Industries Inc., dated as of February
14, 1997. (1)
10.6 Form of Contingent Bonus Plan Award Agreement. (1)
10.7 Employment Agreement, dated as February 14, 1997, by and between
the Company and Andrew Goldfarb. (1)
10.8.1 Employment Agreement dated as of April 3, 2000 by and between the
Company and Christopher H. Bateman
10.9.1 Employment Agreement dated as of March 31, 2000, by and between
the Company and Richard L. Ferraid
10.10 Financial Advisory Services Agreement, dated as of February 14,
1997, by and between Windward Capital Partners, L.P. and the
Company. (1)
10.11 Letter Agreement, dated February 14, 1997 from the Company to
Windward Capital Partners, L.P., related to fees. (1)
10.12 Purchase Agreement, dated May 1, 1997, by and among the Company,
the Subsidiary Guarantors and Credit Suisse First Boston
Corporation and Furman Selz LLC, as Initial Purchasers. (1)
12. RATIO OF EARNINGS TO FIXED CHARGES.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the Company.
21. SUBSIDIARIES
21.1 Subsidiaries of the Company. (1)
27. Financial Data Schedule
- -------------
(1) Previously filed under the same exhibit number as an exhibit to
Registration Statement on Form S-4 (File No. 333-32207) and incorporated
herein by reference.
(a)(4) REPORTS ON FORM 8-K
On January 28, 2000, we filed a Form 8-K regarding the appointment of
Robert H. Rau as the Chairman of the Board and Chief Executive Officer of
the Company.
48
On April 25, 2000, we filed a Form 8-K regarding the appointment of
Richard Ferraid as the Chief Executive Officer of the Company.
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the city of
Rosemead, State of California, on June 23, 2000.
HCC INDUSTRIES INC.
By: /s/ Richard Ferraid
------------------------------
Richard Ferraid
President and Chief Executives Officer
Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Robert H. Rau Chairman June 23, 2000
- ------------------------------------
Robert H. Rau
/s/ Richard Ferraid President and Chief June 23, 2000
- ------------------------------------ Executive Officer
Richard Ferraid (Principle Executive Officer)
/s/ Christopher H. Bateman Director, Vice President and June 23, 2000
- ------------------------------------ Chief Financial Officer
Christopher H. Bateman (Principle Financial Officer)
Principal Accounting Officer)
/s/ Robert H. Barton, III Director June 23, 2000
- ------------------------------------
Robert H. Barton, III
/s/ Andrew Goldfarb Director June 23, 2000
- ------------------------------------
Andrew Goldfarb
/s/ Fred Hauser Director June 23, 2000
- ------------------------------------
Fred Hauser
/s/ John M. Leonis Director June 23, 2000
- ------------------------------------
John M. Leonis
/s/ Thomas J. Sikorski Director June 23, 2000
- ------------------------------------
Thomas J. Sikorski
/s/ Gary L. Swenson Director June 23, 2000
- ------------------------------------
Gary L. Swenson
50