<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 001-11835
The American Materials & Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware 33-0659916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5915 Rodeo Road
Los Angeles, CA 90016
(Address of principal executive offices)
(310) 841-5200
(Registrant's telephone number, including area code)
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: Common Stock, $0.01 par value
per share, 4,139,062 shares issued and outstanding on November 8, 1996.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet at September 30, 1996 3
Condensed Consolidated Statement of Operations - Three-month
and Nine-month periods ended September 30, 1996 and 1995 4
Condensed Consolidated Statement of Cash Flows - Nine-month
periods ended September 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3 Default upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Matters 10
Item 6. Exhibits and Reports on Form 8K 10
</TABLE>
2
<PAGE> 3
THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current assets
Cash and short term investments $ 4,622,535
Accounts receivable, net of allowance of $123,965 3,812,692
Inventories 1,846,024
Prepaid expenses and other current assets 587,971
-----------
Total current assets 10,869,222
-----------
Property and equipment, less accumulated depreciation and amortization of $470,772 4,111,655
Other assets 271,562
-----------
$15,252,439
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,823,876
Notes payable-affiliate
Accrued liabilities 1,911,942
Current portion of term loan-bank 112,000
Taxes payable 242,101
-----------
Total current liabilities 4,089,919
-----------
Term loan-bank 364,001
Revolving credit facility-bank
-----------
Total liabilities 4,453,920
-----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share, authorized 5,000,000 shares; none issued
and outstanding
Common stock, par value $0.01 per share, authorized 15,000,000; issued
and outstanding 3,849,272 38,493
Additional paid-in capital 10,399,732
Retained earnings 360,294
-----------
Total stockholders' equity 10,798,519
-----------
$15,252,439
===========
</TABLE>
3
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------------------------------------------------------
September 30, 1996 September 30,1995 September 30, 1996 September 30,1995
Combined (Note 1) Combined (Note 1)
---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $5,735,353 $4,062,524 $16,404,301 $12,033,099
---------------------------------------------------------------------------------
Costs and expenses
Materials 2,936,202 2,051,877 8,136,896 5,692,316
Fixed and variable 1,380,484 1,491,852 4,128,565 4,336,801
manufacturing
Selling, general and 937,971 651,399 2,537,095 1,879,405
administrative
Research and development 130,379 76,901 331,479 236,965
---------------------------------------------------------------------------------
5,385,036 4,272,029 15,134,035 12,145,487
---------------------------------------------------------------------------------
Income from operations 350,317 (209,505) 1,270,266 (112,388)
Interest income (70,362) (70,362)
Interest expense 33,644 160,104 402,797 584,499
---------------------------------------------------------------------------------
Income (loss) before income taxes 387,035 (369,609) 937,831 (696,887)
Provision for income taxes 87,402 252,641
---------------------------------------------------------------------------------
Income (loss) before $ 299,633 ($ 369,609) $ 685,190 ($ 696,887)
extraordinary item
---------------------------------------------------------------------------------
Extraordinary loss on early 28,586 $ 28,586
extinguishment of debt
Net income $ 271,047 ($ 369,609) $ 656,604
====================================================================================================================
Per share:
Income before extraordinary loss $ 0.08 $ 0.27
Extraordinary loss $ 0.01 $ 0.01
Net income $ 0.07 $ 0.26
Weighted average number of common 3,873,515 2,552,091
shares
</TABLE>
4
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
September 30, 1996 September 30, 1995
Combined (Note 1)
--------------------------------------
<S> <C> <C>
Cash used in operations:
Net income (loss) $ 656,604 ($ 696,887)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 408,849 953,731
Non-cash interest expense 78,247 --
(Increase) decrease in current assets:
Accounts receivable (1,385,087) (634,972)
Inventory 123,286 (58,948)
Prepaid expenses and other current assets (276,706) 382,837
Other assets (127,311)
Increase (decrease) in current liabilities:
Accounts payable (767,481) 183,131
Accrued liabilities 356,425 (434,594)
Taxes payable 242,101 --
Decrease in other assets (30,740)
------------ ---------
Net cash used in operating activities: (691,073) (336,442)
------------ ---------
Cash used for investing activities:
Capital expenditures (136,083) (139,723)
------------ ---------
Net cash used for investing activities (136,083) (139,723)
------------ ---------
Cash provided by financing activities:
Repayment of Note-payable affiliate (3,150,000)
Borrowings under revolving credit 3,013,280 696,386
Repayments under revolving credit (4,728,996) (290,297)
Payment of term loan-bank (83,999) --
Proceeds from issuance of common stock 10,225,889 50,000
------------ ---------
Net cash provided by financing activities 5,276,174 456,089
------------ ---------
Net decrease in cash 4,449,018 (20,076)
Cash at beginning of period 173,517 109,586
------------ ---------
Cash at end of period $ 4,622,535 $ 89,510
============ =========
Supplementary Information
Cash paid for interest $ 363,677 $ 132
Cash paid for taxes $ 3,200 $ 800
</TABLE>
5
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THE AMERICAN MATERIALS & TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
1. BASIS OF PRESENTATION
The information contained in these unaudited consolidated financial
statements is condensed from that which would appear in the Company's annual
consolidated financial statements. Accordingly, the condensed consolidated
financial statements included herein should be reviewed in conjunction with the
consolidated financial statements of December 31, 1995. The unaudited condensed
consolidated financial statements as of September 30, 1996 and 1995 and for the
quarterly and nine month periods then ended include all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation.
The results of operations for interim periods are not necessarily indicative of
the results which may be expected for the entire year. The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.
The results of operations and cash flows for the periods ended
September 30, 1995 represent those of Culver City Composites Corporation prior
to its acquisition by the Company combined with the results of the Company
during the same period. There were no intercompany transactions.
2. NET INCOME PER SHARE
Net income per share is computed using the weighted average number of
shares of outstanding common stock and dilutive common stock equivalents from
the assumed exercise of stock options and warrants.
3. SALE OF COMMON STOCK
On July 5, 1996 the Company completed an initial public offering
("IPO") for the sale of 2,000,000 shares of its common stock at $5.50 per share.
Subsequently, on July 26, 1996, the underwriter exercised an IPO related option
to purchase an additional 296,000 shares at $5.50 per share. The proceeds were
used to repay the outstanding loans under the Revolving Facility and repay loans
of $3,150,000 and interest of $172,000 to an affiliate. The Company may reborrow
as needed under the Revolving Facility. The remaining funds have been invested
in short term investment grade securities pending their use to fund potential
acquisitions and capital expenditures. The Company's common stock is traded on
both the Nasdaq SmallCap Market (symbol "AMTK") and the Pacific Stock Exchange
(symbol "MTK"). On July 30, 1996 the Company sold to a director of the Company
11,364 shares for a total consideration of $50,001.60.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Condensed Consolidated Financial Statements and Notes thereto.
OVERVIEW
AMT was incorporated in Delaware on March 29, 1995 and operates in the
advanced materials and technologies industries. AMT is a holding company with
one operating subsidiary, Culver City Composites Corporation ("CCC"). AMT's
activities for the period March 29, 1995 (inception) to December 19, 1995
produced no revenue, and were limited to the acquisition of CCC. On December 19,
1995 AMT acquired all the stock of CCC. The following discussion reviews the
financial results of the Company for the three and nine month periods ended
September 30, 1996, as compared to the financial results of CCC combined with
AMT for the three and nine month periods ended September 30, 1995.
RESULTS OF OPERATIONS
Three Months Ended September 30, 1996 and September 30, 1995
Sales were $5,735,000 (compared to $4,063,000), an increase of
$1,673,000 or 41% over the corresponding period in 1995. The Company estimates
that volume increases accounted for approximately 80% of the total and price
increases accounted for the remainder.
For the quarter ended September 30, 1996, the Company realized a gross
profit margin of $1,419,000, or 24.7% of sales (compared to 13% of sales in
1995), an increase of $900,000 or 173% over the corresponding period of 1995.
The improvement was a result of the larger sales volume to cover relatively
fixed manufacturing costs. In addition, the Company reduced by 7% or $110,000
the overall costs to manufacture its products through a series of programs
including lowering workman's compensation and other insurance costs and
improving management of disposal of hazardous wastes.
Material cost of sales remained at 51%, the same as the prior quarter
and the same as the quarter ended September 30, 1995. Effective at the end of
the second quarter, the Company's major supplier increased glass prices by 3.8%,
on top of an 8% increase in early 1996. There is no assurance that the Company
will be able to pass this latest price increase on to its customers. If it is
unable to do so, the Company anticipates that this price increase would have a
material adverse effect on the Company's gross profit margins.
Selling, general and administrative expenses increased by $287,000 or
44% to $938,000 as the Company added additional experienced staff in sales,
sales support, investor relations, and administration.
Research and development expenses were $130,000 in the third quarter of
1996, an increase of $53,000 or 70% over the comparable period of 1995. The
Company intends to continue to expand these activities to develop new products
(including the new Siloxirane resin system) and to qualify its products for
additional aerospace uses.
Interest expense was $34,000 for the third quarter of 1996 compared to
$160,000 for the same quarter in the prior year. The decrease was due to the
reduction of debt in July, 1996 when
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<PAGE> 8
the Company used the proceeds from the IPO to repay all interest bearing debt
except the term loan of $476,000.
The unusual loss of $28,586 after tax ($39,127 pre tax) consists of
costs connected with the early retirement of a loan made by an affiliate of the
Company.
Nine Months Ended September 30, 1996 and September 30, 1995
Sales were $16,404,000 (compared to $12,033,000), an increase of
$4,371,000 or 36% over the corresponding period in 1995. The Company estimates
that volume increases accounted for over three quarters of the increase and
price increases accounted for the remainder. Boeing and GE remained as the
Company's largest customers.
For the nine months ended September 30, 1996, the Company realized a
gross profit margin of $4,139,000, or 25% of sales (compared to 17% of sales),
an increase of $2,135,000 over the corresponding period of 1995. The improvement
was a result of a decrease in fixed and variable costs of manufacturing which
more than offset an increase in materials.
Selling, general and administrative expenses increased $646,000 or 34%
to $2,526,000 as the Company added additional experienced staff in sales, sales
support, investor relations, and administration.
Research and development expenses were $331,000 in the first half of
1996, an increase of $94,000 or 40% over the comparable period of 1995. The
Company intends to continue to expand these activities to develop new products
(including the new Siloxirane resin system) and to qualify its products for
additional aerospace uses.
Interest expense was $403,000 for nine months, a decrease of $584,000.
Debt levels in the first half of 1996 were approximately 50% what they were in
1995, although the interest rate was substantially higher. The decrease was due
to the reduction of debt in July, 1996 when the Company used the proceeds from
the IPO to repay all interest bearing debt except the term loan of $476,000.
As of September 30, 1996, the Company had net operating loss carry
forwards for federal income tax purposes. Due to the change-in-ownership
provisions of Section 382 of the Internal Revenue Code, the amount available to
offset future taxable income of the Company is limited to approximately $320,000
per year for the next fifteen years.
The unusual loss of $28,586 after tax ($39,127 pre tax) consists of
costs connected with the early retirement of a loan made by an affiliate of the
Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company used $5,657,546 to acquire CCC on December 19,1995. The
Company financed the purchase of CCC with loans aggregating $3,150,000 from an
affiliate and borrowings under its Revolving Credit Agreement. The Revolving
Credit Agreement consists of a $560,000 term loan and a $4,440,000 Revolving
Facility, with borrowing levels tied to a formula based on inventory and
accounts receivable. The borrowings under the Revolving Credit Agreement are
secured by all the assets of the Company. The Company paid approximately
$4,900,000 to purchase the shares of CCC and approximately $700,000 with respect
to closing and pre-closing expenses.
For the nine month period ended September 30, 1996, cash used in
operations was $656,000, as cash generated (including a $123,000 decrease in
inventory due to lower levels of
8
<PAGE> 9
work in process), was not sufficient to fund the increase in receivables
($1,386,000) resulting from the increase in sales and a decrease of $767,000 in
accounts payable (to bring suppliers to their credit terms). The $277,000
increase in prepaid expenses and other current assets consists to a large extent
of insurance prepaid at the end of the second quarter. These items were offset
by an increase of $356,000 in accrued expenses.
On July 5, 1996 the Company completed an initial public offering for
the sale of 2,000,000 shares of its common stock at $5.50 per share.
Subsequently, on July 26, 1996, the underwriter exercised an IPO related option
to purchase an additional 296,000 shares at $5.50 per share. The proceeds were
used to repay the outstanding loans under the Revolving Facility and repay loans
of $3,150,000 and interest of $172,000 to an affiliate. The Company may reborrow
as needed under the Revolving Facility. The remaining funds have been invested
in short term investment grade securities pending their use to fund potential
acquisition and capital expenditures. The Company's common stock is traded on
both the Nasdaq SmallCap Market (symbol "AMTK") and the Pacific Stock Exchange
(symbol "MTK").
Capital expenditures were $136,000 for the nine months ended September
30, 1996. The Company plans to expend over $500,000 to install three new liquid
bulk storage tanks, modify its resin mixing facilities, and purchase additional
testing equipment.
The backlog at September 30, 1996 was $6.6 million.
The Company believes that existing cash, short term investment
balances, available borrowings under the Company's Revolving Credit Agreement,
and cash flows from operations will be sufficient to meet currently projected
needs for working capital and capital expenditure for the next fiscal year.
These needs do not include the impact of any acquisition the Company may make.
FACTORS THAT MAY EFFECT FUTURE RESULTS
Except for the historical material contained herein, the matters
discussed in this report are forward-looking statements under the federal
securities laws. The Company advises readers not to place undue reliance on such
statements, in light of risks and uncertainties to which they are subject. The
reader's attention is particularly drawn to the Risk Factors identified in the
Company's June 27, 1996 Prospectus, incorporated hereto by reference, which
could affect the Company's performance, and could cause actual results to differ
materially from any forward-looking statements with respect to future periods.
9
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PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
None.
ITEM 5. OTHER MATTERS.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------ ---------
<S> <C>
3.1* Restated Certificate of Incorporation of the Company
3.2* Amended and Restated By-Laws of the Company
4.1* Specimen certificate for the Common Stock of the Company
</TABLE>
(b) Reports on Form 8-K
None.
- ------------------------
* Incorporated herein by reference to the Exhibits to the Company's Registration
Statement on Form SB-2 (Registration No. 333-3836)
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,622,535
<SECURITIES> 0
<RECEIVABLES> 3,812,692
<ALLOWANCES> 123,965
<INVENTORY> 1,846,024
<CURRENT-ASSETS> 10,869,222
<PP&E> 4,111,655
<DEPRECIATION> 470,772
<TOTAL-ASSETS> 15,252,439
<CURRENT-LIABILITIES> 4,089,919
<BONDS> 0
0
0
<COMMON> 38,496
<OTHER-SE> 10,760,026
<TOTAL-LIABILITY-AND-EQUITY> 15,252,439
<SALES> 5,735,353
<TOTAL-REVENUES> 5,735,353
<CGS> 4,316,686
<TOTAL-COSTS> 5,385,036
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,644
<INCOME-PRETAX> 387,035
<INCOME-TAX> 87,402
<INCOME-CONTINUING> 299,633
<DISCONTINUED> 0
<EXTRAORDINARY> 28,586
<CHANGES> 0
<NET-INCOME> 271,047
<EPS-PRIMARY> .07
<EPS-DILUTED> .07<F1>
<FN>
<F1>AFTER EXTRAORDINARY
</FN>
</TABLE>
