<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 29, 1997, Commission File No. 000-27308
AAVID THERMAL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0466826
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Eagle Square, Suite 509, Concord, N.H. 03301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 224-1117
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares of common stock outstanding as of May 6, 1997, was
6,636,114.
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AAVID THERMAL TECHNOLOGIES, INC.
INDEX TO FORM 10-Q
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - March 29, 1997 and December 31, 1996.
Consolidated Statements of Income for the quarter ended March 29, 1997,
and March 30, 1996.
Consolidated Statements of Cash Flows for the three months ended
March 29, 1997 and March 30, 1996.
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
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PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 29, DECEMBER 31,
1997 1996
(UNAUDITED) (UNAUDITED)
----------- -----------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 3,240 $ 4,093
Accounts receivable trade, less allowance for
doubtful accounts
of $374 and $354, respectively 25,896 22,807
Inventories 10,163 9,565
Deferred income taxes 1,356 1,750
Prepaid and other current assets 2,230 1,604
------- -------
Total current assets 42,885 39,819
Property, plant and equipment, net 33,980 33,528
Other assets, net 7,484 6,874
------- -------
Total assets $84,349 $80,221
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of debt obligations $ 6,026 $ 5,953
Accounts payable, trade 9,661 11,575
Accrued expenses and other current liabilities 14,279 12,917
------- -------
Total current liabilities 29,966 30,445
Debt obligations, net of current portion 20,192 17,367
Minority interest 962 794
Deferred income taxes 1,832 2,262
------- -------
Total liabilities 52,952 50,868
Common stock, $0.01 par value; authorized 25,000,000
shares 6,636,114 and 6,517,131 shares issued and
outstanding at March 29, 1997 and December 31, 1996,
respectively 66 65
Additional paid-in capital 30,680 30,254
Cumulative translation adjustment 156 228
Retained earnings (deficit) 495 (1,194)
------- -------
Total stockholders' equity 31,397 29,353
------- -------
Total liabilities and stockholders' equity $84,349 $80,221
======= =======
</TABLE>
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AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
(UNAUDITED)
QUARTER ENDED
---------------------------
MARCH 29, MARCH 30,
1997 1996
---------- ----------
<S> <C> <C>
Net sales $ 34,398 $ 26,012
Cost of goods sold 20,632 16,658
---------- ----------
Gross profit 13,766 9,354
Selling, general and administrative expenses 8,304 5,741
Research and development 1,808 1,280
---------- ----------
Income from operations 3,654 2,333
Interest expense, net (473) (446)
Other income (expense) (468) 82
---------- ----------
Income before income taxes and extraordinary
item 2,713 1,969
Provision for income tax expense (1,024) (709)
---------- ----------
Income before extraordinary item 1,689 1,260
Extraordinary item, net of related tax effect - (171)
---------- ----------
Net income $ 1,689 $ 1,089
========== ==========
Earnings per share:
From operations $ 0.21 $ 0.18
---------- ----------
Extraordinary item, net of related tax effect $ - $ .02
---------- ----------
Net income per share $ 0.21 $ 0.16
---------- ----------
Weighted average common shares and equivalents 8,119,191 6,883,413
---------- ----------
</TABLE>
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AAVID THERMAL TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED)
QUARTER ENDED
MARCH 29, MARCH 30,
1997 1996
-------- --------
<S> <C> <C>
Cash flows provided by operating activities:
Net income $ 1,689 $ 1,089
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,559 1,051
Deferred income taxes (52) --
Minority interest 168 --
Changes in assets and liabilities, net of effects
from acquisitions:
Accounts receivable trade (2,674) (688)
Inventories (598) 385
Prepaid and other current assets (590) 345
Other assets 99 135
Accounts payable, trade (1,986) (1,325)
Accrued expenses and other current liabilities 498 (2,926)
------- -------
Total adjustments (3,576) (3,023)
------- -------
Net cash provided by (used for) operating activities (1,887) (1,934)
------- -------
Cash flows used in investing activities:
Payments for acquisitions, net of cash acquired (191) --
Proceeds from sale of property, plant and equipment 3 9
Purchase of property, plant and equipment (1,372) (1,932)
------- -------
Net cash used in investing (1,560) (1,923)
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Cash flows provided by financing activities:
Issuance of common stock, net of expenses 416 21,708
Advances under line of credit 26,179 28,697
Repayments of line of credit (22,500) (34,875)
Advances under debt obligations --
Principal payments on debt obligations (1,359) (9,847)
------- -------
Net cash provided by financing activities 2,736 5,683
Foreign exchange effect on cash (142) (100)
------- -------
Net increase (decrease) in cash (853) 1,726
Cash and cash equivalents, beginning of period 4,093 4,327
------- -------
Cash and cash equivalents, end of period $ 3,240 $ 6,053
------- -------
Supplemental disclosure of cash flow information:
Interest paid $ 352 $ 411
Income taxes paid 268 58
Supplemental disclosure of non-cash investing activities:
Reconciliation of assets acquired and liabilities assumed in
acquisitions:
Fair value of assets acquired $ 913 $ --
------- -------
Cash received (paid) for assets (191) --
------- -------
Liabilities assumed $ 722 $ --
------- -------
</TABLE>
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AAVID THERMAL TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 29, 1997
(1) BASIS OF PRESENTATION
The consolidated financial statements of Aavid Thermal Technologies, Inc.
(the "Company") presented herein, without audit except for balance sheet
information at December 31, 1996, have been prepared pursuant to the rules of
the Securities and Exchange Commission for quarterly reports on Form 10-Q and do
not include all of the information and note disclosures required by generally
accepted accounting principles. These statements should be read in conjunction
with the consolidated financial statements and notes thereto for the year ended
December 31, 1996, included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
The consolidated balance sheet as of March 29, 1997 and the consolidated
statements of income and cash flow for the quarter ended March 29, 1997 and
March 30, 1996 are unaudited but, in the opinion of management, include all
adjustments (consisting of only normal, recurring adjustments) necessary for a
fair presentation of certain prior year information to conform with the current
presentation format.
The results of operations for the quarter ended March 29, 1997, are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31,1997.
(2) INVENTORIES
Inventories are valued at the lower of cost or market with cost determined
on the last-in, first-out (LIFO) method for stock inventory items and on the
average cost method for the balance of raw material, job order work-in-process
and finished goods. The costs of inventories of foreign subsidiaries are valued
on the first-in, first-out basis.
<TABLE>
<CAPTION>
($000)
March 29, 1997 December 31,
(unaudited) 1996
----------- ----
<S> <C> <C>
Raw materials $ 4,408 $4,924
Work-in-process 3,023 1,511
Finished goods 2,732 3,130
------- ------
$10,163 $9,565
</TABLE>
The excess of current costs over the carrying value using the LIFO method
was approximately $275,000 and $273,000 at March 29, 1997, and December 31,
1996, respectively.
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Item 2. Management Discussion and Analysis of Financial Condition and Results of
Operations
This Report contains certain forward-looking statements which involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed below and in
the Company's Annual Report on Form 10-K for the year ended December 31, 1996.
Aavid Thermal Technologies, Inc. (the "Company") is a leading provider of
thermal management products that dissipate unwanted heat in electronic and
electrical components and systems, and a leading developer and marketer of
sophisticated computational fluid dynamics software which enables computer
simulation and analysis of air and other fluid flows, heat and mass transfer,
chemical reaction and related phenomena. The Company's thermal management
products operate by conducting, convecting and radiating away unwanted heat, and
include aluminum and copper heat sinks, heat sink/fan combinations, heat pipes,
liquid cooled cold plates, attachment accessories, compliant interface materials
and conductive adhesives. The Company's software is used in a broad range of
applications, including design of automobiles, electronic systems, aerospace
components and combustion systems, as well as process plant engineering.
Results of Operations
- ---------------------
Net sales increased by 32% to $34.4 million for the quarter ended March
29,1997 as compared to the corresponding respective period ended March 30, 1996.
Sales by application and product line are broken down as follows:-
<TABLE>
<CAPTION>
($000)
Quarters Ended
Mar. 29, Mar. 30,
1997 1996
---- ----
<S> <C> <C>
Thermal Management $25,817 $20,553
Software Products 8,574 5,459
Thermal Consulting 7 -
------- -------
Total $34,398 $26,012
</TABLE>
Thermal management revenues increased 26% to $25,817,000 for the quarter
ended March 29, 1997, as compared to the corresponding period ended March 30,
1996. The increase occurred across all product lines in conjundtion with the
recovery of the semiconductor market. The power products revenues grew to $17.1
million or 16% over the corresponding quarter. Because of the continuing
increasing thermal problems and the more expensive thermal solutions for
microprocessors, digital products revenues grew to $8.7 million or 53% over the
corresponding quarter.
Software product revenue for the quarter ended March 29, 1997, increased
57% from the corresponding quarter last year. The acquisition of Fluid Dynamics
International in May 1996 accounted for approximately half of this growth. The
remaining increase was the result of general growth in product shipments.
International (i.e. non-North America) revenues for the Company represented
30% of sales for the quarter ended March 29, 1997, as compared to 24% for the
corresponding period ended March 30,1996. The establishment of the joint venture
in Taiwan on the thermal products side of the business is the primary reason for
the increased percentage of international sales in 1997.
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Costs of goods sold as a percentage of sales were 60.0% for the quarter
ended March 29, 1997, as compared to 64.0% for the corresponding period ended
March 30, 1996. The decrease in cost of sales percentage of revenue is the
result of both improvement in the spread of fixed costs within each business
unit and the increase in the portion of revenues from software, with its lower
cost of sales, from 21% in the first quarter of 1996 to 25% in the first quarter
of 1997. For the quarter ending March 29, 1997, thermal management cost of goods
sold were 71.5%, respectively compared to corresponding 1996 period results of
73.2%. The decrease in cost of goods sold percentage of revenue in thermal
management products is principally attributable to the improved coverage of
fixed overhead as a result of the increased sales volume. Software product cost
of goods sold for the quarter ended March 29, 1997, were 25.2% as compared to
1996 costs of 29.4%.
Selling, general and administrative expenses increased to $8,304,000, or
24.1% of revenues, for the quarter ended March 29, 1997, as compared to
$5,741,000, or 22.1% of revenues, for the corresponding 1996 period. The primary
reason for the increase in selling, general and administrative expenses was the
increase in revenues for both thermal and software products. The increase in the
percentage of revenues was the result of the increased proportion of software
revenues, with its higher proportion of selling, general and administrative
expenses.
Research and development expenses increased to $1,808,000, or 5.3% of
revenues, for the quarter ended March 29, 1997, compared to $1,280,000, or 4.9%
of revenues, for the corresponding 1996 period. The increase in total research
and development from year to year is attributable to increased spending in
software development. Research and development expenses are expected to
increase as revenues increase.
The increase in other income (expense) is primarily the result of the
elimination of profit related to the minority interest in the joint venture in
Taiwan.
The effective tax rate was 37.7% for the quarter ended March 29, 1997,
compared to 36.0 % for the quarter ended March 30, 1996.
Extraordinary expense for the quarter ended March 30, 1996, represents the
write-off of deferred financing costs resulting from the early extinguishment of
debt with the proceeds of the Company's initial public offering.
In March 1997, the Financial Accounting Standards Board issued Statement
No. 128, "Earnings Per Share," which becomes effective for periods ending after
December 15, 1997. The new statement will require a dual presentation of basic
and diluted earnings per share on the face of the statement of operations for
all entities with complex capital structures. For the quarters ended March 29,
1997, and March 30, 1996, diluted earnings per share were $0.21 and $0.16.
Basic earnings per share would have been $0.26 and $0.20 for the respective
periods.
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents decreased $853,000 in the three month period
ended March 29, 1997, to $3,240,000.
The Company's trade accounts receivable increased $2,674,000 (14%) to
$25,896,000 from $22,807,000 at December 31,1996. Approximately half of this
increase is the result of increased revenues over the fourth quarter. The
remaining portion represents increased days outstanding, primarily as a result
of increased proportion of accounts receivable from international revenues,
which have had historically higher days outstanding than receivables from
domestic revenues.
Capital expenditures for the three months ended March 29, 1997, of
$1,372,000 principally represented the purchase of machinery and equipment for
existing facilities and the expansion of the Fluent facility in Lebanon, New
Hampshire. The Company has a commitment to complete this expansion in 1997 for a
total expected cost of approximately $2 million. To date, $384,000 has been
expended on this project.
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Management believes that its current level of cash and cash equivalents,
anticipated cash flow from operations and existing credit facilities will be
adequate to fund its operations through January 1998.
During the first quarter of 1997, the Company increased its borrowings
under its revolving line of credit by $3,679,000. The primary use of these funds
was for working capital to support the Company's growth. At quarter end, the
outstanding balance under the Company's $30,000,000 revolving credit facility
stood at $9,995,000 as compared to allowable borrowings of $12,769,000.
During the first quarter of 1997, the Company completed its acquisition of
Polyflow, S.A. by purchasing the other 50% for $362,000. Polyflow is a small
Belgian software company focusing on the flow of polymers in the plastics
industry.
Also during the first quarter, the Company opened its first independent
"design center" in Silicon Valley, California. The design center, named Applied
Thermal Technologies, Inc., will increase the Company's technological
capabilities allowing for front-end design, test and validation of thermal
solutions for its customers. The design center will benefit from and utilize
Aavid's existing expertise in thermal products and analytical software.
The Company's strategy is to increase its technological capabilities to
provide for long term growth; expand its international presence in order to
strengthen its position as a leading provider of thermal management solutions,
and to expand its Fluent software business, both in support of its thermal
management business, and seperately as a growing general purpose computational
fluid dynamics software company.
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Part II. Other Information
Item 1. Legal Proceedings
On March 15, 1996, the United States District Court for the District of New
Hampshire granted the Company's motion for summary judgment against Thermalloy,
Inc., and declared invalid Thermalloy's Letters Patent No. 4,884,331 Method of
Manufacturing Heat Sink Apparatus. The patent at issue involved heat sinks for
the digital electronics industry. Thermalloy has appealed, and oral arguments
were heard by the Federal Circuit Court of Appeals for the Federal Court in
Washington, D.C. on May 5, 1997.
Item 6. Exhibits and Report on Form 8-K
a) Exhibit 11 - "Computation of Earnings Per Share" is included
herein.
b) Exhibit 27 - "Financial Data Schedule" is included in the
electronically filed document as required.
SIGNATURES
Pursuant to the requirements of the Security Exchange act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AAVID THERMAL TECHNOLOGIES, INC.
Date May 12, 1997
By /s/ Mark D. Brown
Vice President, Treasurer
and Principal Financial Officer
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Exhibit 11
AAVID THERMAL TECHNOLOGIES, INC.
<TABLE>
Computation of Net Income Per Share
(Amounts in thousands, except share and per share data)
<CAPTION>
(Unaudited)
QUARTER ENDED
-------------
MARCH 29, MARCH 30,
1997 1996
---- ----
<S> <C> <C>
Weighted average shares outstanding 6,572,239 5,486,992
Net effect of the assumed exercise of stock options
and warrants - based on the treasury method 1,546,952 1,396,421
---------- ----------
Total 8,119,191 6,883,413
========== ==========
Net income before extraordinary item $ 1,689 $ 1,260
Extraordinary item - (171)
---------- ----------
Net income $ 1,689 $ 1,089
========== ==========
Net income per share before extraordinary item $ 0.21 $ 0.18
Extraordinary item per share - (0.02)
---------- ----------
Net income per share $ 0.21 0.16
========== ==========
</TABLE>
Treasury method was used since the use of the modified treasury method would not
result in materially different earnings per share calculations.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTER ENDEED MARCH 29, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-29-1997
<CASH> 3,240
<SECURITIES> 0
<RECEIVABLES> 26,270
<ALLOWANCES> 374
<INVENTORY> 10,163
<CURRENT-ASSETS> 42,885
<PP&E> 42,560
<DEPRECIATION> 8,580
<TOTAL-ASSETS> 84,349
<CURRENT-LIABILITIES> 29,966
<BONDS> 0
0
0
<COMMON> 66
<OTHER-SE> 31,331
<TOTAL-LIABILITY-AND-EQUITY> 84,349
<SALES> 34,398
<TOTAL-REVENUES> 34,398
<CGS> 20,632
<TOTAL-COSTS> 30,744
<OTHER-EXPENSES> 468
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 473
<INCOME-PRETAX> 2,713
<INCOME-TAX> 1,024
<INCOME-CONTINUING> 1,689
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,689
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.21
</TABLE>
