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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR THE TRANSITION PERIOD FROM ________ TO _________
COMMISSION FILE NUMBER 1-9125
AMERICAN TECHNICAL CERAMICS CORP.
---------------------------------
(Exact Name of Company as Specified in Its Charter)
DELAWARE 11-2113382
----------------------------------------------- ---------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
17 STEPAR PLACE, HUNTINGTON STATION, NY 11746
---------------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
(631) 622-4700
--------------
(Telephone Number, Including Area Code)
Indicate by check mark whether the Company (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 Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ( X ) No ( )
Indicate by check mark whether the Company is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ( ) No ( X )
As of February 1, 2005, the Company had outstanding 8,468,173 shares of Common
Stock, par value $0.01 per share.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
JUNE 30,
DECEMBER 31, 2004 2004
------------------ ------------------
ASSETS (unaudited)
Current assets
Cash (including cash equivalents of $10 and
$502, respectively) $ 4,069 $ 4,534
Investments 1,995 2,508
Accounts receivable, net 7,882 10,563
Inventories 25,749 22,268
Deferred income taxes, net 2,844 2,777
Other current assets 732 865
------------------ ------------------
TOTAL CURRENT ASSETS 43,271 43,515
------------------ ------------------
Property, plant and equipment, net of accumulated depreciation
and amortization of $44,587 and $42,092, respectively 29,391 26,141
Other assets 200 197
------------------ ------------------
TOTAL ASSETS $ 72,862 $ 69,853
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt (including related party debt of
$415 and $394, respectively) $ 745 $ 394
Accounts payable 1,769 2,065
Accrued expenses 4,673 5,107
Income taxes payable 947 1,049
------------------ ------------------
TOTAL CURRENT LIABILITIES 8,134 8,615
Long-term debt, net of current portion (including related party debt of
$2,683 and $2,896, respectively) 4,184 2,896
Deferred income taxes 3,170 3,515
------------------ ------------------
TOTAL LIABILITIES 15,488 15,026
------------------ ------------------
Commitments and Contingencies
Stockholders' Equity
Common Stock -- $0.01 par value; authorized 20,000 shares; issued 8,879
and 8,644 shares, outstanding 8,465 and 8,230 shares, respectively 89 86
Capital in excess of par value 13,097 12,051
Retained earnings 45,212 43,846
Accumulated other comprehensive income:
Unrealized loss on investments available-for-sale, net --- (5)
Cumulative foreign currency translation adjustment 527 282
------------------ ------------------
527 277
------------------ ------------------
Less: Treasury stock, at cost (414 and 414 shares, respectively) 1,396 1,396
Deferred compensation 155 37
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY 57,374 54,827
------------------ ------------------
$ 72,862 $ 69,853
================== ==================
See accompanying notes to unaudited consolidated financial statements.
2
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
For the Three Months Ended Dec. 31, For the Six Months Ended Dec. 31,
2004 2003 2004 2003
---- ---- ---- ----
Net sales $ 16,229 $ 13,516 $ 33,157 $ 26,065
Cost of sales 10,559 9,873 22,195 19,546
----------------- ----------------- ----------------- ---------------
Gross profit 5,670 3,643 10,962 6,519
----------------- ----------------- ----------------- ---------------
Selling, general and administrative expenses 3,964 3,445 7,796 6,654
Research and development expenses 489 742 1,039 1,452
Other 31 (63) 21 (67)
----------------- ----------------- ----------------- ---------------
Operating expenses 4,484 4,124 8,856 8,039
----------------- ----------------- ----------------- ---------------
----------------- ----------------- ----------------- ---------------
Income/(loss) from operations 1,186 (481) 2,106 (1,520)
----------------- ----------------- ----------------- ---------------
Other (income) expense:
Interest expense 100 92 191 187
Interest income (15) (23) (30) (45)
Other 3 2 8 2
----------------- ----------------- ----------------- ---------------
88 71 169 144
----------------- ----------------- ----------------- ---------------
Income/(loss) before provision for income taxes 1,098 (552) 1,937 (1,664)
Provision for/(benefit from) income taxes 332 (106) 571 (435)
----------------- ----------------- ----------------- ---------------
Net income/(loss) $ 766 $ (446) $ 1,366 $ (1,229)
================= ================= ================= ===============
Basic net income/(loss) per common share $ 0.09 $ (0.05) $ 0.16 $ (0.15)
================= ================= ================= ===============
Diluted net income/(loss) per common share $ 0.09 $ (0.05) $ 0.16 $ (0.15)
================= ================= ================= ===============
Basic weighted average common
shares outstanding 8,391 8,116 8,327 8,106
================= ================= ================= ===============
Diluted weighted average common
shares outstanding 8,747 8,116 8,695 8,106
================= ================= ================= ===============
See accompanying notes to unaudited consolidated financial statements.
3
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Six Months Ended December 31,
2004 2003
--------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
$ 1,366 $ (1,229)
Net income/(loss)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,610 2,529
(Gain)/loss on disposal of fixed assets (9) 69
Deferred income taxes (412) ---
Stock-based compensation expense 37 96
Investment interest accretion, net (5) ---
Realized loss on investments 8 ---
Changes in operating assets and liabilities:
Accounts receivable 2,947 (27)
Inventories (3,256) (575)
Other assets 167 (476)
Accounts payable and accrued expenses (784) 411
Income taxes payable 63 (474)
--------------------- --------------------
Net cash provided by operating activities 2,732 324
--------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,873) (1,444)
Purchase of investments (1,992) (1,986)
Proceeds from sale of investments 2,510 2,000
Proceeds from sale of fixed assets 32 22
--------------------- --------------------
Net cash used in investing activities (5,323) (1,408)
--------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (249) (173)
Proceeds from the exercise of stock options 728 83
Proceeds from the issuance of long term debt 1,887 ---
--------------------- --------------------
Net cash provided by/(used in)financing activities 2,366 (90)
--------------------- --------------------
--------------------- --------------------
Effect of exchange rate changes on cash (240) 143
--------------------- --------------------
Net decrease in cash and cash equivalents (465) (1,031)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,534 8,685
--------------------- --------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,069 $ 7,654
===================== ====================
Supplemental cash flow information:
Interest paid $ 191 $ 187
Taxes paid $ 922 $ 39
See accompanying notes to unaudited consolidated financial statements.
4
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(1) BASIS OF PRESENTATION:
The accompanying unaudited interim consolidated financial statements of
American Technical Ceramics Corp. and subsidiaries (the "Company") reflect all
adjustments (consisting of normal recurring accruals) which are, in the opinion
of management, necessary for a fair presentation of its consolidated financial
position as of December 31, 2004, and the results of its operations for the
three and six month periods ended December 31, 2004 and 2003. These consolidated
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 2004. Results for the three and six month periods ended
December 31, 2004 are not necessarily indicative of results which could be
expected for the entire year.
(2) IMPACT OF NEW ACCOUNTING STANDARDS:
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 123 (revised 2004)
"Share-Based Payment." This Statement is a revision of FASB Statement No. 123,
Accounting for Stock-Based Compensation. This Statement supersedes Accounting
Principals Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
No. 25"), and its related implementation guidance. This Statement establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. The provisions of this
Statement shall be effective as of the beginning of the first interim or annual
reporting period that begins after June 15, 2005. The Company will adopt SFAS
No. 123 (revised 2004) effective July 1, 2005. The adoption of this standard
will increase compensation expense to the extent the requisite service has not
yet been rendered for options granted prior to July 1, 2003 that are accounted
for under the intrinsic value method. Management has not yet determined which
adoption method it will elect or the effect this Statement will have on the
Company's consolidated results of operations or financial position.
In November 2004, the FASB issued Statement of Financial Accounting
Standards No. 151 "Inventory Costs - an amendment of ARB No. 43, Chapter 4."
This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). This Statement
requires that those items be recognized as current period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
provisions of this Statement shall be effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company will adopt SFAS
151 effective July 1, 2005. The adoption of this standard is not expected to
have a material impact on the Company's consolidated results of operations or
financial position.
5
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
On December 31, 2004, the FASB issued Staff Position No. FAS 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004" ("FSP No. 109-1"), and Staff Position No. FAS 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" ("FSP No. 109-2").
These staff positions provide accounting guidance on how companies should
account for the effects of the American Jobs Creation Act of 2004 ("AJCA") that
was signed into law on October 22, 2004. FSP No. 109-1 states that the tax
relief (special tax deduction for domestic manufacturing) from this legislation
should be accounted for as a "special deduction" instead of a tax rate
reduction. FSP No. 109-2 gives a company additional time to evaluate the effects
of the legislation on any plan for reinvestment or repatriation of foreign
earnings for purposes of applying FASB Statement No. 109. The Company is
currently assessing the repatriation provision to determine whether it might
repatriate extraordinary dividends, as defined in the AJCA. The Company expects
to complete this evaluation within a reasonable amount of time after additional
guidance from the United States Treasury is published.
(3) STOCK-BASED COMPENSATION:
On April 1, 1997, the Board of Directors approved the American
Technical Ceramics Corp. 1997 Stock Option Plan (the "1997 Option Plan")
pursuant to which the Company may grant options to purchase up to 800,000 shares
of the Company's common stock. On April 11, 2000, the Board of Directors
approved the American Technical Ceramics Corp. 2000 Incentive Stock Plan (the
"2000 Plan", and collectively with the 1997 Option Plan, the "Plans") pursuant
to which the Company may grant options or stock awards covering up to 1,200,000
shares of the Company's common stock. Each Plan is administered by the Board of
Directors or by a Committee appointed by the Board. Options granted under the
Plans may be either incentive or non-qualified stock options. The term of each
incentive stock option shall not exceed ten years from the date of grant (five
years for grants to employees who own 10% or more of the voting power of the
Company's common stock). Options vest in accordance with a vesting schedule
established by the plan administrator (traditionally 25% per year during the
first four years of their term). Unless terminated earlier by the Board, the
1997 Option Plan will terminate on March 31, 2007, and the 2000 Plan will
terminate on April 10, 2010.
Disposition of shares acquired pursuant to the exercise of incentive
stock options under both Plans may not be made by the optionees within two years
following the date that the option is granted, nor within one year after the
exercise of the option, without the written consent of the Company.
6
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
Stock option activity for the three months ended December 31, 2004 and
2003, is as follows:
December 31, 2004 December 31, 2003
--------------------------------- ----------------------------------------
Weighted Weighted
Average Average
Shares Subject Exercise Shares Subject Exercise
to Options Price to Options Price
------------------ ------------- -------------------- -------------------
Outstanding, beginning of period 1,174,400 $ 7.12 1,384,800 $ 6.63
Granted --- --- --- ---
Canceled (1,000) 10.25 (5,250) 8.89
Expired (2,000) 10.82 (8,850) 6.75
Exercised (149,555) 2.58 (17,750) 3.41
------------------ -------------------
Outstanding, end of period 1,021,845 $ 7.77 1,352,950 $ 6.67
================== ===================
Stock option activity for the six months ended December 31, 2004 and
2003, is as follows:
December 31, 2004 December 31, 2003
---------------------------------------------------------------------------
Weighted Weighted
Average Average
Shares Subject Exercise Shares Subject Exercise
to Options Price to Options Price
------------------ ------------- -------------------- -------------------
Outstanding, beginning of period 1,257,400 $ 6.97 1,381,200 $ 6.64
Granted 25,000 8.79 13,000 5.85
Canceled (26,250) 7.72 (6,500) 9.87
Expired (6,750) 16.03 (9,350) 8.08
Exercised (227,555) 3.20 (25,400) 3.27
------------------ -------------------
Outstanding, end of period 1,021,845 $ 7.77 1,352,950 $ 6.67
================== ===================
Prior to fiscal year 2004, the Company did not recognize compensation
cost for these options upon grant, as the exercise price was equal to or greater
than the fair market value of the underlying stock at the date of grant. In July
2003, the Company adopted Statement of Financial Accounting Standard No. 123
("SFAS No. 123"), using the prospective method as prescribed in Statement of
Financial Accounting Standard No. 148 ("SFAS No. 148"). The Company applies SFAS
No. 123 in accounting for employee stock-based compensation awarded or granted
after June 30, 2003, and applies APB No. 25 in accounting for employee
stock-based compensation awarded or granted prior to July 1, 2003, and makes pro
forma disclosures of net income and net income per share as if the fair value
method under SFAS No. 123, as amended by SFAS No. 148, had been applied.
Had compensation expense with respect to all options and awards granted
under the Plans been determined based on the fair value method on the date of
grant consistent with the methodology prescribed under SFAS No. 123 prior to
July 1, 2003, the Company's net income/(loss) and earnings/(loss) per share
would have approximated the pro forma amounts indicated below:
7
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(3) STOCK-BASED COMPENSATION (CONTINUED):
Three Months Ended December 31,
-----------------------------------------------
2004 2003
----------------------- --------------------
Net income/(loss), as reported $ 766 $ (446)
Add: Stock-based employee compensation expense
included in reported net income, net of related tax effects 12 11
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects (129) (438)
--------------------- --------------------
Pro forma income/(loss) $ 649 $ (873)
Earnings/(loss) per share:
Basic - as reported $ 0.09 $ (0.06)
Basic - pro forma $ 0.08 $ (0.11)
Diluted - as reported $ 0.09 $ (0.06)
Diluted - pro forma $ 0.07 $ (0.11)
Six Months Ended December 31,
-----------------------------------------------
2004 2003
----------------------- --------------------
Net income/(loss), as reported $ 1,366 $ (1,229)
Add: Stock-based employee compensation expense
included in reported net income, net of related tax effects 26 75
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all
awards, net of related tax effects (282) (926)
--------------------- --------------------
Pro forma income/(loss) $ 1,110 $ (2,080)
Earnings/(loss) per share:
Basic - as reported $ 0.16 $ (0.15)
Basic - pro forma $ 0.13 $ (0.26)
Diluted - as reported $ 0.16 $ (0.15)
Diluted - pro forma $ 0.13 $ (0.26)
The weighted-average fair value of each stock option included in the
preceding pro forma amounts was estimated using the Black-Scholes option pricing
model and is amortized over an expected grant life of five years.
(4) SUPPLEMENTAL CASH FLOW INFORMATION:
During the six months ended December 31, 2004, the Company (i) granted
deferred compensation stock awards with an aggregate value of $40 with respect
to which expense shall be recognized ratably throughout fiscal year 2005, (ii)
granted stock options with respect to which compensation expense of $116 will be
recognized evenly over the next five years, and (iii) recognized a $165
reduction of income taxes payable related to stock options exercised.
8
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(5) INVENTORIES:
Inventories included in the accompanying consolidated financial
statements consist of the following:
December 31, June 30,
2004 2004
------------------- -------------------
(unaudited)
Raw materials $ 11,908 $ 11,772
Work-in-process 7,702 6,722
Finished goods 6,139 3,774
------------------- -------------------
$ 25,749 $ 22,268
=================== ===================
(6) EARNINGS PER SHARE:
The following represents a reconciliation of the numerators and
denominators of the basic and diluted earnings per share ("EPS") computation.
For the Three Months Ended December 31,
-----------------------------------------------------------------------------------------------
2004 2003
---- ----
Net Income Shares Per-Share Net Loss Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS $ 766 8,391 $ 0.09 $ (446) 8,116 $ (0.05)
============ ===========
Effect of Dilutive Securities:
Stock options --- 350 --- ---
Deferred compensation
stock awards --- 6 --- ---
------------ -------------- ------------ ----------- -------------- -----------
Diluted EPS $ 766 8,747 $ 0.09 $ (446) 8,116 $ (0.05)
============ ============== ============ =========== ============== ===========
Options covering 339 and 520 shares have been omitted from the
calculation of dilutive EPS for the three months ended December 31, 2004 and
2003, respectively, because their inclusion would have been antidilutive.
For the Six Months Ended December 31,
-----------------------------------------------------------------------------------------------
2004 2003
---- ----
Net Income Shares Per-Share Net Loss Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS $ 1,366 8,327 $ 0.16 $ (1,229) 8,106 $ (0.15)
============ ===========
Effect of Dilutive Securities:
Stock options --- 361 --- ---
Deferred compensation
stock awards --- 7 --- ---
------------ -------------- ------------ ----------- -------------- -----------
Diluted EPS $ 1,366 8,695 $ 0.16 $ (1,229) 8,106 $ (0.15)
============ ============== ============ =========== ============== ===========
9
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
Options covering 390 and 552 shares have been omitted from the
calculation of dilutive EPS for the six months ended December 31, 2004 and 2003,
respectively, because their inclusion would have been antidilutive.
(7) COMPREHENSIVE INCOME/(LOSS):
The Company's comprehensive income/(loss) is as follows:
For the Three Months Ended
December 31,
2004 2003
------------------ ------------------
Net income/(loss) $ 766 $ (446)
---------------- ------------------
Other comprehensive income:
Foreign currency translation
adjustments 170 111
Unrealized gains/(losses) on investments,
net of tax 3 (1)
---------------- ------------------
Other comprehensive income 173 110
---------------- ------------------
Comprehensive income/(loss) $ 939 $ (336)
================ ==================
For the Six Months Ended
December 31,
2004 2003
------------------ ------------------
Net income/(loss) $ 1,366 $ (1,229)
---------------- ------------------
Other comprehensive income:
Foreign currency translation
adjustments 245 154
Unrealized gains/(losses) on investments,
net of tax 5 (2)
---------------- ------------------
Other comprehensive income 250 152
---------------- ------------------
Comprehensive income/(loss) $ 1,616 $ (1,077)
================ ==================
(8) INDEBTEDNESS:
Long-term debt consists of the following:
Dec. 31, 2004 June 30, 2004
----------------- -----------------
Notes payable to banks $ 1,831 $ ---
Obligations under capital leases 3,098 3,290
----------------- -----------------
4,929 3,290
Less: current portion 745 394
----------------- -----------------
Long-term debt $ 4,184 $ 2,896
================= =================
10
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
In April 2004, the Company entered into a $4,000 credit facility with
General Electric Capital Corporation ("GECC") for the purchase of equipment. The
line bears interest, at the Company's option, at either a fixed rate of 3.47%
above the five year Treasury Bond yield or a floating rate of 3.65% above the
London Interbank Market ("LIBOR"). Borrowings under the line are secured by the
equipment purchased thereunder. Each separate borrowing under the line will be a
fully amortizing term loan with a maturity of five years from the date the funds
are drawn down. The line of credit will expire on March 31, 2005. As of December
31, 2004, the Company had outstanding $1,830 under this line.
In December 2004, the Company entered into a one-year credit facility
with Commerce Bank, N. A. During the term, the Company may request advances
under the facility from time to time up to an aggregate of $5,000. Any advance
made would bear interest at the Prime Rate as reported in the Wall Street
Journal. Borrowings under the facility would be secured by a lien on the
Company's accounts receivable and inventory. All outstanding borrowings under
the facility are subject to certain financial covenants, including minimum
tangible net worth and liability percentage ratios. As of December 31, 2004, the
Company had not incurred any borrowings under this credit facility.
The Company leases an administrative office, manufacturing and research
and development complex located in Jacksonville, Florida (the "Jacksonville
Facility") from a partnership controlled by the Company's President, Chief
Executive Officer and principal stockholder under a capital lease. At December
31, 2004, the Jacksonville Facility has an aggregate cost of $5,104 and a net
book value of $2,146. The lease is for a period of 30 years, was capitalized
using an interest rate of 10.5% and expires on September 30, 2010. The lease
provides for annual increases in base rent for years beginning after May 1,
1999, based on the increase in the Consumer Price Index ("CPI") since May 1,
1998 applied to base rent. The lease also provides for increases to the base
rent in connection with any new construction at the Jacksonville Facility. Under
the lease, upon any new construction being placed into use, the base rental is
subject to increase to the fair market rental of the Jacksonville Facility,
including the new construction. Effective October 1, 2004, the Company is
obligated to pay approximately $756 per annum under this lease. The payments due
over the remaining six years of this capital lease, including the portion
related to interest, total approximately $4,347.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the consolidated financial statements, related notes and other information
included in this Quarterly Report on Form 10-Q.
Statements in this Quarterly Report on Form 10-Q that are not
historical fact may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All such
forward-looking statements are subject to risks and uncertainties, including,
but not limited to, market and economic conditions, the impact of competitive
products, product demand and market acceptance risks, changes in product mix,
costs and availability of raw materials, fluctuations in operating results,
delays in development of highly complex products, risks associated with
international sales and sales to the U.S. military, risk of customer contract or
sales order cancellations and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission, including,
without limitation, those contained under the caption "Item 1. BUSINESS -
CAUTIONARY STATEMENTS REGARDING FORWARD - LOOKING STATEMENTS" in the Company's
Annual Report on Form 10-K. These risks could cause the Company's actual results
for future periods to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company. Any
forward-looking statement represents the Company's expectations or forecasts
only as of the date it was made and should not be relied upon as representing
its expectations or forecasts as of any subsequent date. The Company undertakes
no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise, even if its expectations
or forecasts change.
Overview
- --------
During the second half of fiscal year 2004, in response to a sharp
increase in demand, the Company's customers ramped up their production and
inventory levels. The Company experienced a sharp increase in bookings both to
support its customers' shipments and their desire to increase their available
inventories of the Company's products. Bookings during the first half of fiscal
year 2005 have slowed compared to the levels achieved in the second half of
fiscal year 2004, as customers have leveled off their purchases designed to
build inventory and are ordering primarily to meet current demand. Bookings from
customers in the military market have remained strong and bookings from all
markets are well above those experienced during the first half of fiscal year
2004. Sales levels are expected to grow gradually during the next several
quarters.
Sales and net income for the first six months of fiscal year 2005 have
improved substantially over the comparable period of the prior fiscal year. Net
income improvements are partially attributable to efficiencies associated with
operating at higher production volumes. Production levels have continued to
increase as new employees become more proficient and new equipment comes on
line. Sales and bookings of certain low margin products have decreased,
partially replaced with a favorable mix of higher margin business. Accordingly,
bookings dollars have increased despite a decline in units ordered. The increase
in production coupled with the decline in unit bookings has led to an increase
in inventory of certain products. The Company intends to utilize this inventory
to meet anticipated future demand and to improve customer service by reducing
delivery times. However, there is no guarantee that the inventory will be
entirely saleable. To the extent that a greater amount of inventory becomes
unsaleable than already identified by the Company, greater charges will be taken
against income in the future.
12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
The Company is experiencing price pressure on certain product groups.
The Company continues to explore ways to reduce cost such as through the
development of more efficient manufacturing techniques, acquiring new high speed
equipment or reducing the precious metal content in its product. Continued
growth in revenues is partially dependent on the Company's ability to reduce the
cost of producing its product.
As previously reported, the Company has been renovating the vacant
building adjacent to its New York facility. The Company will place the renovated
facility in service during the third quarter of fiscal year 2005. During the
quarter ended December 31, 2004, the Company incurred approximately $874 in
additional borrowings under its line of credit with GECC to fund equipment
purchases as part of this expansion. See "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - LIQUIDITY".
RESULTS OF OPERATIONS
- ---------------------
KEY COMPARATIVE PERFORMANCE INDICATORS
Three Months Ended Six Months Ended
------------------------------------------ -----------------------------------------
Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003
------------------- ------------------- ------------------- ------------------
Sales $ 16,229 $ 13,516 $ 33,157 $ 26,065
Bookings $ 18,524 $ 14,186 $ 32,988 $ 26,460
Gross Margin $ 5,670 $ 3,643 $ 10,962 $ 6,519
Gross Margin (% of sales) 34.9% 27.0% 33.1% 25.0%
Operating Expenses $ 4,484 $ 4,124 $ 8,856 $ 8,039
Operating Expenses (% of sales) 27.6% 30.5% 26.7% 30.8%
SIGNIFICANT HIGHLIGHTS
Sales for the three and six months ended December 31, 2004 increased
20% and 27%, respectively, over the comparable period in the prior fiscal year.
Bookings for the three and six months ended December 31, 2004 increased
31% and 25%, respectively, over the comparable period in the prior fiscal year.
Three Months Ended December 31, 2004 Compared with Three Months Ended
December 31, 2003
- -------------------------------------------------------------------------------
Bookings for the three months ended December 31, 2004 were $18,524,
compared to $14,186 for the three months ended December 31, 2003. The
improvement in bookings was due primarily to improved bookings from the military
and fiber optic markets.
The backlog of unfilled orders at December 31, 2004 was $13,302,
compared to $9,528 at December 31, 2003 and $13,472 at June 30, 2004.
13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
Net sales for the three months ended December 31, 2004 increased 20%
from the comparable period in the prior fiscal year. The increase was due to
higher volume of product shipped as a result of the economic recovery in the
electronic components industry. The volume improvement was mainly from sales to
customers in the wireless infrastructure and semiconductor markets.
Gross margin for the three months ended December 31, 2004 was 35% of
net sales, compared to 27% of net sales for the comparable period in the prior
fiscal year. Gross margins increased due to higher sales volume and efficiencies
associated with operating at higher production levels, partially offset by
increased labor and overhead costs. Labor and overhead increases primarily
relate to increased headcount and the redesignation of certain personnel from
research and development to production support. Over the past year, the Company
has added personnel and incurred other expenses in connection with its efforts
to increase production, reduce lead times and improve market share. During the
three months ended December 31, 2004 production was brought in line with demand
and the Company was able to increase inventory levels to better service its
customers.
Selling, general and administrative expenses for the three months ended
December 31, 2004 increased 15% from the comparable period in the prior fiscal
year. The increase was primarily the result of increased administrative and
sales personnel, salary increases, bonuses, commission expense, professional
fees and expansion of the Company's foreign sales offices in China and Sweden,
partially offset by lower bad debt expense.
Research and development expenses for the three months ended December
31, 2004 decreased 34% from the comparable period in the prior fiscal year,
primarily resulting from the redesignation of certain personnel to production
support, as discussed above.
As a result of the foregoing, net income for the three months ended
December 31, 2004 was $766, or $0.09 per common share and per common share
assuming dilution, compared to net loss of $446, or ($0.05) per common share and
per common share assuming dilution, for the comparable period in the prior
fiscal year.
Six Months Ended December 31, 2004 Compared with Six Months Ended
December 31, 2003
- -----------------------------------------------------------------
Bookings for the six months ended December 31, 2004 were $32,988,
compared to $26,460 for the six months ended December 31, 2003. The improvement
in bookings was due primarily to improved bookings from the military market and,
to a lesser extent, the wireless infrastructure and fiber optic markets.
Net sales for the six months ended December 31, 2004 increased 27% from
the comparable period in the prior fiscal year. The increase was due to higher
volume of product shipped as a result of the economic recovery in the electronic
components industry. The volume improvement was mainly from sales to customers
in the wireless infrastructure and semiconductor markets.
14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
Gross margin for the six months ended December 31, 2004 was 33% of net
sales, compared to 25% of net sales for the comparable period in the prior
fiscal year. Gross margins increased due to higher sales volume and efficiencies
associated with operating at higher production levels, partially offset by an
unfavorable sales mix of lower margin, high volume product, increased labor and
overhead costs and inventory writedowns to net realizable value. Labor and
overhead increases primarily relate to increased headcount and the redesignation
of certain personnel from research and development to production support. Over
the past year, the Company has added personnel and incurred other expenses in
connection with its efforts to increase production, reduce lead times and
improve market share. Precious metal recovery increased primarily due to a
higher amount of metal reclaimed.
Selling, general and administrative expenses for the six months ended
December 31, 2004 increased 17% from the comparable period in the prior fiscal
year. The increase was primarily the result of salary increases, severance
costs, commission expense and expansion of the Company's foreign sales offices
in China and Sweden, partially offset by lower bad debt expense.
Research and development expenses for the six months ended December 31,
2004 decreased 28% from the comparable period in the prior fiscal year,
primarily resulting from the redesignation of certain personnel to production
support, as discussed above.
As a result of the foregoing, net income for the six months ended
December 31, 2004 was $1,366, or $0.16 per common share and per common share
assuming dilution, compared to net loss of $1,229, or ($0.15) per common share
and per common share assuming dilution, for the comparable period in the prior
fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Dec. 31, 2004 June 30, 2004 Dec. 31, 2003
----------------------- -------------------- --------------------
Cash and Investments $ 6,064 $ 7,042 $ 10,657
Working Capital $ 35,137 $ 34,900 $ 31,571
Quarter Ended:
Operating Cash Flow $ 482 $ 1,142 $ (189)
Capital Expenditures $ 2,670 $ 1,130 $ 576
Depreciation and Amortization $ 1,181 $ 1,306 $ 1,259
Current Ratio 5.3:1 5.1:0 7.4:1
Quick Ratio 1.7:1 2.0:0 3.5:1
The Company's financial position at December 31, 2004 remains strong as
evidenced by working capital of $35,137. The Company's current and quick ratios
at December 31, 2004 also remain strong.
Cash, cash equivalents and investments decreased by $978 from June 30,
2004, primarily as a result of increases in inventory and capital expenditures.
Accounts receivable decreased by $2,681 from June 30, 2004, primarily due to
decreased sales revenue in the quarter ended December 31, 2004 compared to the
quarter ended June 30, 2004. Inventories increased by $3,481 from June 30, 2004,
primarily as a result of higher production levels to support current and future
demand.
15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
The current portion of long-term debt increased $351 due to borrowings
incurred under the GECC equipment line of credit. Accrued expenses decreased by
$434 during the same period due to payments of year end bonuses and lower
commission accruals. Taxes payable decreased $102 from June 30, 2004, primarily
due to federal estimated tax payments, partially offset by taxable income
generated during the quarter ended December 31, 2004.
The Company is committed to purchase an additional $3,500 of precious
metals (primarily palladium and silver) over the next three months. The original
agreement was entered into with the intent to protect against shortages and
rising prices. The Company's commitments are above the current prevailing market
rates for these metals, but well below peak levels experienced three years ago.
The prices for precious metals have fluctuated over the past three years.
Currently, as economic conditions continue to improve, the demand for the
precious metals the Company uses in its manufacturing processes is increasing
throughout the electronics industry and other industries. As a result, market
prices of these metals are currently rising.
In April 2004, the Company entered into a $4,000 credit facility with
GECC for the purchase of equipment. The line bears interest, at the Company's
option, at either a fixed rate of 3.47% above the five year Treasury Bond yield
or a floating rate of 3.65% above LIBOR. Borrowings under the line are secured
by the equipment purchased thereunder. Each separate borrowing under the line
will be a fully amortizing term loan with a maturity of five years from the date
the funds are drawn down. The line will expire on March 31, 2005. As of December
31, 2004, the Company had borrowed an aggregate of $1,887 under this credit
facility bearing interest at 7.15%.
In December 2004, the Company entered into a one-year credit facility
with Commerce Bank, N.A. During the term, the Company may request advances under
the facility from time to time up to an aggregate of $5,000. Any advance made
would bear interest at the Prime Rate as reported in the Wall Street Journal.
Borrowings under the facility would be secured by a lien on the Company's
accounts receivable and inventory. All outstanding borrowings under the facility
are subject to certain financial covenants, including minimum tangible net worth
and liability percentage ratios. As of December 31, 2004, the Company had not
incurred any borrowing under this credit facility.
The Company leases a facility in Jacksonville, Florida from a
partnership controlled by the Company's President, Chief Executive Officer and
principal stockholder under a capital lease. The rental payments under this
lease have been adjusted several times, most recently as of October 2004,
primarily to reflect fair market rental adjustments as a result of certain
additions or improvements to the facility or annual increases based on the
consumer price index as required by the terms of the lease. Each fair market
rental adjustment has been based upon an independent appraisal of the fair
market rental of the facility giving effect to the addition or improvement at
issue. Effective October 1, 2004, the Company is obligated to pay approximately
$756 per annum under this lease. The payments due over the remaining six years
of this capital lease, including the portion related to interest, total
approximately $4,347.
Capital expenditures for the six months ended December 31, 2004 totaled
$5,873, including expenditures for machinery and equipment and leasehold
improvements. The Company intends to use cash on hand, cash generated through
operations and the line of credit with GECC to finance budgeted capital
expenditures of approximately $2,500 for the remainder of fiscal year 2005,
primarily for equipment acquisitions and building renovations.
16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
Aggregate contractual obligations as of December 31, 2004 mature as
follows:
Payments Due by Period
-------------------------------------------------------------------------------------
Less than 1 1- 3 3- 5 After 5
Contractual Obligations Total year years years years
----------------------------------- -------------- ---------------- ------------- ------------- -------------
Bank Debt $ 2,170 $ 450 $ 900 $ 820 $ ---
Capital Lease Obligations 4,348 756 1,512 1,512 568
Operating Leases 1,393 508 848 37 ---
Purchase Obligations 5,143 5,143 --- --- ---
------------- ---------------- ------------- ------------- -------------
Total Contractual Obligations $13,054 $ 6,857 $ 3,260 $2,369 $ 568
============= ================ ============= ============= =============
The Company routinely enters into binding and non-binding purchase
obligations in the ordinary course of business, primarily covering anticipated
purchases of inventory and equipment. The terms of these commitments generally
do not extend beyond one year. At December 31, 2004, the Company had commitments
to purchase an aggregate of $3,500 of precious metals at various times over the
next three months.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The Securities and Exchange Commission (the "SEC") issued disclosure
guidance for "critical accounting policies." The SEC defines "critical
accounting policies" as those that require the application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods. The Company's significant accounting policies are
described in Note 1 to its consolidated financial statements contained in its
Annual Report on Form 10-K for the fiscal year ended June 30, 2004. The Company
believes that the following accounting policies require the application of
management's most difficult, subjective or complex judgments:
Allowances for Doubtful Accounts Receivable
- -------------------------------------------
The Company performs ongoing credit evaluations of its customers and
adjusts credit limits based upon payment history and a customer's current
creditworthiness, as determined by its review of the customer's current credit
information. The Company continuously monitors collections and payments from its
customers and maintains an allowance for estimated credit losses based upon its
historical experience and any specific customer collection issues that the
Company has identified. While such credit losses have historically been within
the Company's expectations and the allowances established, the Company cannot
guarantee that it will continue to experience the same credit loss rates that it
has in the past. Should the financial position of its customers deteriorate
resulting in an impairment of their ability to pay amounts due, the Company's
revised estimate of such losses and any actual losses in excess of previous
estimates may negatively impact its operating results.
17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
Sales Returns and Allowances
- ----------------------------
In the ordinary course of business, the Company accepts returns of
products sold for various reasons and grants sales allowances to customers.
While the Company engages in extensive product quality control programs and
processes, its level of sales returns is affected by, among other things, the
quality of its manufacturing processes. The Company maintains an allowance for
sales returns and allowances based upon historical returns and allowances
granted. While such returns and allowances have historically been within the
Company's expectations, actual return and allowance rates in the future may
differ from current estimates, which could negatively impact its operating
results.
Inventory Valuation
- -------------------
The Company values inventory at the lower of aggregate cost (first-in,
first-out) or market. When the cost of inventory is determined by management to
be in excess of its market value, such inventory is written down to its
estimated net realizable value. This requires the Company to make estimates and
assumptions about several factors (e.g., future sales quantities and selling
prices, and percentage complete and failure rates for work in process) based
upon historical experience and its projections for future periods. Changes in
factors such as the level of order bookings, the product mix of order bookings
and the Company's manufacturing processes could have a material impact on the
Company's assessment of the net realizable value of inventory in the future.
Valuation of Deferred Tax Assets
- --------------------------------
The Company regularly evaluates its ability to recover the reported
amount of its deferred income taxes considering several factors, including its
estimate of the likelihood of the Company generating sufficient taxable income
in future years during the period over which temporary differences reverse.
Presently, the Company believes that it is more likely than not that it will
realize the benefits of its deferred tax assets based primarily on its history
of and projections for taxable income in the future. In the event that actual
results differ from its estimates or the Company adjusts these estimates in
future periods, the Company may need to establish a valuation allowance against
a portion or all of its deferred tax assets, which could materially impact its
financial position or results of operations in future periods.
Valuation of Long-lived Assets
- ------------------------------
The Company assesses the recoverability of long-lived assets whenever
the Company determines that events or changes in circumstances indicate that the
carrying amount may not be recoverable. Its assessment is primarily based upon
its estimate of future cash flows associated with these assets. The Company
believes that the carrying amount of its long-lived assets is recoverable.
However, should its operating results deteriorate, or anticipated new product
launches not occur or not attain the commercial acceptance that the Company
anticipates, the Company may determine that some portion of its long-lived
assets are impaired. Such determination could result in non-cash charges to
income that could materially affect its financial position or results of
operations for that period.
18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
IMPACT OF NEW ACCOUNTING STANDARDS
- ----------------------------------
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 123 (revised 2004)
"Share-Based Payment." This Statement is a revision of FASB Statement No. 123,
Accounting for Stock-Based Compensation. This Statement supersedes Accounting
Principals Board Opinion No. 25, Accounting for Stock Issued to Employees, and
its related implementation guidance. This Statement establishes standards for
the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on
the fair value of the entity's equity instruments or that may be settled by the
issuance of those equity instruments. The provisions of this Statement shall be
effective as of the beginning of the first interim or annual reporting period
that begins after June 15, 2005. The Company will adopt SFAS No. 123 (revised
2004) effective July 1, 2005. The adoption of this standard will increase
compensation expense to the extent the requisite service has not yet been
rendered for options granted prior to July 1, 2003 that are accounted for under
the intrinsic value method. Management has not yet determined which adoption
method it will elect or the effect this Statement will have on the Company's
consolidated results of operations or financial position.
In November 2004, the FASB issued Statement of Financial Accounting
Standards No. 151 "Inventory Costs - an amendment of ARB No. 43, Chapter 4."
This Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory
Pricing," to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). This Statement
requires that those items be recognized as current period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. The
provisions of this Statement shall be effective for inventory costs incurred
during fiscal years beginning after June 15, 2005. The Company will adopt SFAS
151 effective July 1, 2005. The adoption of this standard is not expected to
have a material impact on the Company's consolidated results of operations or
financial position.
On December 31, 2004, the FASB issued Staff Position No. FAS 109-1,
"Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004" ("FSP No. 109-1"), and Staff Position No. FAS 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" ("FSP No. 109-2").
These staff positions provide accounting guidance on how companies should
account for the effects of the American Jobs Creation Act of 2004 ("AJCA") that
was signed into law on October 22, 2004. FSP No. 109-1 states that the tax
relief (special tax deduction for domestic manufacturing) from this legislation
should be accounted for as a "special deduction" instead of a tax rate
reduction. FSP No. 109-2 gives a company additional time to evaluate the effects
of the legislation on any plan for reinvestment or repatriation of foreign
earnings for purposes of applying FASB Statement No. 109. The Company is
currently assessing the repatriation provision to determine whether it might
repatriate extraordinary dividends, as defined in the AJCA. The Company expects
to complete this evaluation within a reasonable amount of time after additional
guidance from the United States Treasury is published.
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk exposure at December 31, 2004 is consistent
with the types of market risk and amount of exposures, including foreign
currency exchange rate, commodity price, security price and interest rate risks,
presented in its Annual Report on Form 10-K for the fiscal year ended June 30,
2004.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
- ------------------------------------------------
In response to the requirements of the Sarbanes-Oxley Act of 2002, as
of the end of the period covered by this Quarterly Report on Form 10-Q (the
"Evaluation Date"), the Company's President and Chief Executive Officer and Vice
President - Controller carried out an evaluation of the effectiveness of the
Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)). Based on that evaluation,
these officers concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to the Company and the Company's consolidated
subsidiaries was made known to them by others within those entities,
particularly during the period in which this report was being prepared.
Changes in Internal Controls
- ----------------------------
There were no changes in the Company's internal controls over financial
reporting identified in connection with the evaluation of such internal controls
that occurred during the Company's last fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
controls over financial reporting.
PART II - OTHER INFORMATION
ITEMS 1. THROUGH 3. Not Applicable
--------------
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Company's Annual Meeting of Stockholders held on November 17,
2004 (the "Annual Meeting"), the stockholders elected the individuals named
below as directors for one-year terms. Votes were cast as follows:
For Withheld
---------------- -----------------
Victor Insetta 7,767,079 103,142
Dov S. Bacharach 7,813,846 56,375
Chester E. Spence 7,811,846 58,375
O. Julian Garrard III 7,803,215 67,006
Stuart P. Litt 7,751,815 119,406
Thomas J. Volpe 7,811,826 58,395
The stockholders also ratified the appointment of KPMG LLP as the
independent public accountants to audit the Company's consolidated financial
statements for the fiscal year ending June 30, 2005. The holders of 7,870,221
shares of Common Stock voted to ratify the appointment, 17,250 voted against
ratification and the holders of 6,920 shares of Common Stock abstained from
voting on the issue.
20
ITEM 5. Not Applicable
--------------
ITEM 6. Exhibits
--------
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10(w)(i) - Loan and Security Agreement, dated November 30, 2004, between the Company
and Commerce Bank N.A.
10(w)(ii) - Security Agreement, dated November 30, 2004, between American Technical Ceramics
(Florida), Inc. and Commerce Bank N.A.
10(w)(iii) - Surety Agreement, dated November 30, 2004, between American Technical Ceramics
(Florida), Inc. and Commerce Bank N.A.
31.1 - Section 302 Certification of Principal Executive Officer.
31.2 - Section 302 Certification of Principal Accounting Officer.
32.1 - Section 906 Certification of Principal Executive Officer.
32.2 - Section 906 Certification of Principal Accounting Officer.
21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company in the
capacities and on the dates indicated.
AMERICAN TECHNICAL CERAMICS CORP.
(Company)
DATE: February 14, 2005 BY: /S/ VICTOR INSETTA
-------------------------------
Victor Insetta
President and Director
(Principal Executive Officer)
DATE: February 14, 2005 BY: /S/ ANDREW R. PERZ
--------------------------------
Andrew R. Perz
Vice President, Controller
(Principal Accounting Officer)
22