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