CERADYNE INC
10-Q, 1995-08-14
ABRASIVE, ASBESTOS & MISC NONMETALLIC MINERAL PRODS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
---  EXCHANGE ACT OF 1934
     For the quarterly period ended June 30, 1995

     or

___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     AND EXCHANGE ACT OF 1934
     For the transition period from _____________ to ____________

                          Commission File No. 0-13059

                                CERADYNE, INC.
-------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)

              Delaware                             33-0055414
--------------------------------------  ---------------------------------------
      (State or other jurisdiction of  (I.R.S. Employer Identification No.)
      incorporation or organization)

        3169 Redhill Avenue, Costa Mesa, CA            92626
-------------------------------------------------------------------------------
       (Address of principal executive)              (Zip Code)

Registrant's telephone number, including area code (714) 549-0421
                                                   --------------
                                      N/A
-------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)

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.

                 Class                         Outstanding at June 30, 1995
---------------------------------------   -------------------------------------

Common Stock, $.01 par value                          6,274,634 Shares



                               Page 1 of 17 Pages
<PAGE>
 
                                 CERADYNE, INC.


                                     INDEX
                                     -----
<TABLE>
<CAPTION>
                                                                             PAGE NO.
                                                                             --------
PART I.   FINANCIAL INFORMATION
 
Item 1.   Financial Statements
<S>       <C>                                                                 <C>
 
          Statement Regarding Financial Information..........................       3
 
          Consolidated Balance Sheets - June 30, 1995........................     4-5   
          and December 31, 1994                                                   
 
          Consolidated Statements of Income - ...............................       6
          Three months ended June 30, 1995 & 1994;
          Six months ended June 30, 1995 & 1994
 
          Consolidated Statements of Cash Flow -.............................     7-8
          Six months ended June 30, 1995 & 1994
 
          Condensed notes to Consolidated Financial..........................    9-11
          Financial Statements
 
Item 2.   Management's Discussion and Analysis of............................   12-14
          Financial Condition & Results of Operations
 
 
PART II.  OTHER INFORMATION
 
Item 1.   Legal Proceedings..................................................      15
 
Item 4.   Submission of Matters to Vote of...................................      16
          Security Holders
 
Item 6.   Exhibits and Reports on Form 8-K...................................      17
 
SIGNATURE....................................................................      17

</TABLE>

                                       2
<PAGE>
 
                                 CERADYNE, INC.

                                   FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 1995


I.   FINANCIAL INFORMATION

     The Financial Statements included herein have been prepared by Ceradyne,
     Inc. (the "Company"), without audit, pursuant to the rules and regulations
     of the Securities and Exchange Commission.  Certain information normally
     included in the Financial Statements prepared in accordance with generally
     accepted accounting principles has been omitted pursuant to such rules and
     regulations.  However, the Company believes that the disclosures are
     adequate to make the information presented not misleading.  It is suggested
     that the Financial Statements be read in conjunction with the Financial
     Statements and notes thereto included in the Company's Annual Report
     pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on
     Form 10-K for the fiscal year ended December 31, 1994, as filed with the
     Securities and Exchange Commission on March 31, 1995.



                                       3
<PAGE>
 
 
 
                              CERADYNE, INC.
                        CONSOLIDATED BALANCE SHEETS
                                  ASSETS
                          (AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>

                                                   6-30-1995    12-31-1994
                                                  (UNAUDITED)   (AUDITED)
==========================================================================
<S>                                               <C>          <C>
CURRENT ASSETS:
 
  Cash & cash equivalents                         $      302   $       -0-
 
  Accounts receivable, net of allowances of       $    3,684   $     2,891
  approximately $157 & $199 for doubtful accts
  at 6-30-1995 & 12-31-1994
 
  Receivables from related parties                $       10   $         6
 
  Inventories                                     $    6,432   $     5,736
 
  Production Tooling                              $      310   $       243
 
  Prepaid expenses and other                      $      149   $        21
                                                  ----------   -----------
 
  TOTAL CURRENT ASSETS                            $   10,887   $     8,897
                                                  ----------   -----------
 
PROPERTY, PLANT & EQUIPMENT, AT COST:
 
  Land                                            $      422   $       422
 
  Buildings & improvements                        $    1,825   $     1,825
 
  Lease rights                                    $    2,659   $     2,659
 
  Machinery & equipment                           $   14,483   $    14,083
 
  Leasehold improvements                          $    1,135   $     1,118
 
  Office equipment                                $    1,363   $     1,344
 
  Construction in progress                        $      119   $       -0-
                                                  ----------   -----------
 
                                                  $   22,006   $    21,451
 
  Less accumulated depreciation & amortization    $   17,050   $    16,410
                                                  ----------   -----------
 
                                                  $    4,956   $     5,041
 
INTANGIBLES RESULTING FROM ACQUISITIONS,          $    2,311   $     2,389
  net of accumulated amortization of $1,364
  & $1,286 at 6-30-1995 & 12-31-1994
 
OTHER ASSETS, net of accumulated amortization     $      512   $       535
  of $526 and $503 at 6-30-1995 & 12-31-1994
TOTAL ASSETS                                      $   18,666   $    16,862
                                                  ==========   ===========
==========================================================================
</TABLE>
                      SEE ACCOMPANYING CONDENSED NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       4
<PAGE>
 
                           CERADYNE, INC.
                     CONSOLIDATED BALANCE SHEETS
                LIABILITIES AND SHAREHOLDERS' EQUITY
              (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                             6-30-1995    12-31-1994
                                            (UNAUDITED)   (AUDITED)
====================================================================
<S>                                         <C>          <C> 
CURRENT LIABILITIES:
 
  Current portion of long-term debt         $    1,832   $     1,029
 
  Accounts payable                          $    1,531   $     1,930
 
  Accrued expenses:
 
    Payroll and payroll related             $      548   $       433
 
    Other                                   $    1,006   $       452
                                            ----------   -----------
 
  Total current liabilities                 $    4,917   $     3,844
                                            ----------   -----------
 
LONG-TERM DEBT                              $      787   $       905
                                            ----------   -----------
 
DEFERRED REVENUE                            $      473   $       511
                                            ----------   -----------
 
SHAREHOLDERS' EQUITY:
 
  Common stock, $.01 par value:
    Authorized - 12,000,000 shares;
    Outstanding - 6,274,634 shares &
    6,234,734 shares at 6-30-1995 &
    12-31-1994, respectively                $   30,512   $    30,429
 
  Accumulated deficit                       $  (18,023)  $   (18,827)
                                            ----------   -----------
 
  TOTAL SHAREHOLDERS' EQUITY                $   12,489   $    11,602
                                            ----------   -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY    $   18,666   $    16,862
                                            ==========   ===========
====================================================================
</TABLE>
                      SEE ACCOMPANYING CONDENSED NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>
 
 
                              CERADYNE, INC.
                     CONSOLIDATED STATEMENTS OF INCOME
                FOR THE THREE MONTHS ENDED 6-30-1995 & 1994
                   AND SIX MONTHS ENDED 6-30-1995 & 1994
               (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
==========================================================================
                                    THREE MONTHS ENDED    SIX MONTHS ENDED
                                          JUNE 30             JUNE 30
--------------------------------------------------------------------------
                                     1995      1994        1995      1994
                                    ------    ------     -------    ------   
                                         UNAUDITED           UNAUDITED
==========================================================================
<S>                                 <C>       <C>        <C>       <C>
 
NET SALES                             $5,757    $4,229   $11,136    $8,729
 
COST OF PRODUCT SALES                 $4,229    $3,726   $ 8,224    $7,656
                                      ------    ------   -------    ------
 
  Gross Profit                        $1,528    $  503   $ 2,912    $1,073
                                      ------    ------   -------    ------
 
OPERATING EXPENSES:
 
  Selling                             $  364    $  408   $   751    $  801
 
  General & Administration            $  624    $  574   $ 1,197    $1,096
                                      ------    ------   -------    ------
 
    Income (Loss) from operation      $  540    $ (479)  $   964    $ (824)
                                      ------    ------   -------    ------
 
OTHER (INCOME) EXPENSE:
 
  Other (income) expense              $    1    $    7   $    (2)   $ (216)
 
  Interest expense                    $   86    $   72   $   162    $  139
                                      ------    ------   -------    ------
 
                                      $   87    $   79   $   160    $  (77)
                                      ------    ------   -------    ------
 
  Income (Loss) before                $  453    $ (558)  $   804    $ (747)
  provision for income taxes
 
PROVISION FOR INCOME TAXES            $   -     $    -     $   -     $   -
 
NET INCOME (LOSS)                     $  453    $ (558)  $   804    $ (747)
                                      ======    ======   =======    ======
 
NET INCOME (LOSS) PER COMMON
& EQUIVALENT SHARE
  Primary                             $  .07    $ (.09)  $   .13    $ (.12)
                                      ======    ======   =======    ======
==========================================================================
</TABLE>
                      SEE ACCOMPANYING CONDENSED NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       6
<PAGE>
 

 
 
                              CERADYNE, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED 6-30-1995 & 1994
                          (AMOUNTS IN THOUSANDS)
==========================================================================
<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED
                                                            JUNE 30
--------------------------------------------------------------------------
                                                       1995        1994
                                                     Unaudited   Unaudited
==========================================================================
<S>                                                  <C>         <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
  Net Income (Loss)                                    $   804      $ (747)
 
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET 
CASH PROVIDED FROM (USED IN) OPERATING ACTIVITIES:
 
  Depreciation and amortization                        $   741      $  738
 
  (Increase) decrease in accounts receivable, net      $  (793)     $ (201)
 
  (Increase) Decrease in receivables from related      
  parties                                              $    (4)    $    12
 
  Increase in inventories                              $  (696)    $  (705)
 
  (Increase) decrease in production tooling            $   (67)    $    71
 
  Increase in prepaid expenses & other assets          $  (128)    $   (87)
 
  Increase (decrease) in accounts payable              $  (399)    $   596
 
  Increase in accrued expenses                         $   669     $    55
 
  Increase (decrease) in deferred revenue              $   (38)    $   274
                                                        ------      ------
 
NET CASH PROVIDED FROM (USED IN) OPERATING             
 ACTIVITIES                                            $   89      $     6
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
  Purchases of property, plant & equipment             $ (555)     $   (56)
                                                        ------      ------
NET CASH USED IN INVESTING ACTIVITIES                  $ (555)     $   (56)
                                                        ------      ------
==========================================================================
</TABLE>
                      SEE ACCOMPANYING CONDENSED NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       7
<PAGE>
 
                              CERADYNE, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED 6-30-1995 & 1994
                          (AMOUNTS IN THOUSANDS)
==========================================================================
<TABLE>
<CAPTION>
                                                       SIX MONTHS ENDED
                                                           JUNE 30
--------------------------------------------------------------------------
                                                        1995       1994
                                                      UNAUDITED  UNAUDITED
==========================================================================
<S>                                                   <C>        <C> 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
  Issuance of common stock, net                       $  83      $   9
 
  Net borrowings (payments) of long-term debt         $ 685      $  (1)
                                                      -----      -----
 
Net cash provided by financing activities             $ 768      $   8
                                                      -----      -----
 
Decrease in cash and cash equivalents                 $ 302      $ (42)
 
Cash & cash equivalents, beginning of period          $ -0-      $  94
 
Cash & cash equivalents, end of period                $ 302      $  52
                                                      =====      =====
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 
  Interest paid                                       $ 162      $ 139
  Income taxes paid                                   $ -0-      $ -0-
                                                      =====      =====
==========================================================================
</TABLE>
                      SEE ACCOMPANYING CONDENSED NOTES TO
                       CONSOLIDATED FINANCIAL STATEMENTS.

                                       8
<PAGE>
 
                                 CERADYNE, INC.

              CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (Unaudited)

1.   Basis of Presentation
     ---------------------

     The consolidated financial statements include the financial statements of
     Ceradyne, Inc. (the Company) and its subsidiaries.  All material
     intercompany accounts and transactions have been eliminated.

2.   Inventories
     -----------

     Inventories are valued at the lower of cost (first in, first out) or
     market.  Inventory costs include the cost of material, labor and
     manufacturing overhead.  The following is a summary of the inventory
     components as of June 30, 1994 and December 31, 1994:

<TABLE>
<CAPTION>
 
                           June 30, 1995  December 31, 1994
      =====================================================
      <S>                  <C>            <C>
 
      Raw materials           $2,424,000         $1,984,000
 
      Work-in-process         $3,120,000         $3,090,000
 
      Finished goods          $  888,000         $  662,000
                              ----------         ----------
      Total inventories       $6,432,000         $5,736,000
                              ==========         ==========
      =====================================================
</TABLE>

3.   Net Income (Loss) Per Share
     ---------------------------

     The number of shares used in computing primary net income (loss) per share
     equals the total of the weighted average number of shares outstanding
     during the periods plus common stock equivalents relating to options.
     Common stock equivalents relating to options issued under the 1983 Stock
     Option Plan (as amended), the 1994 Stock Incentive Plan (as amended), and
     the 1985 Employee Stock Purchase Plan represent additional shares which may
     be issued in connection with their exercise, reduced by the number of
     shares which could be repurchased with the proceeds at the average market
     price per share.  Common stock equivalents relating to options are not
     included when their effect is antidilutive.

                                       9
<PAGE>
 
     The following is a summary of the number of shares entering into the
     computation of net income (loss) per common and common equivalent share for
     the three and six-month periods ended June 30, 1995 and 1994.

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED JUNE 30       SIX MONTHS ENDED JUNE 30
                                            1995             1994            1995          1994
     =============================================================================================
     <S>                                <C>             <C>               <C>           <C>
 
     Weighted average number of         
     shares outstanding                 6,263,000       6,234,000         6,253,000     6,233,000
 
     Common stock equivalents:
 
        Employee Stock Purchase            13,000           -                12,000         -
        Plan                            ---------       ---------         ---------     ---------
 
        Stock Options                     195,000           -               124,000         -
                                        ---------       ---------         ---------     ---------
     Number of shares primary &         
     fully diluted                      6,471,000       6,234,000         6,389,000     6,233,000
                                        =========       =========         =========     =========
     =============================================================================================
</TABLE> 

4.   Long-term Debt and Bank Borrowing Arrangements
     ----------------------------------------------
 
     Long-term debt consisting of the following at June 30, 1995.
 
     Note payable to asset-based lender, bearing interest at the      $2,536,000
     institution's prime rate (9.00 percent at June 30, 1995), plus
     3.60 percent, payable in monthly installments of $26,428.
 
     Four contract capital leases, bearing interest between 5.38      $   83,000
     percent and 11.64 percent, payable in monthly installments of
     $14,432 expiring from July 1995 through September 1996,
     secured by equipment with a net book value of $227,000.
 
                                                                      $2,619,000
 
     Less - Current portion                                           $1,832,000
                                                                      ----------
     Long-term debt                                                   $  787,000
                                                                      ==========
     ===========================================================================

     On September 22, 1994, the Company amended its existing revolving credit
     agreement with an asset-based lender for the purpose of financing the
     Company's working capital needs.  The facility, now limited to $4,000,000
     is composed of two parts:  a $1,585,600 (previously $1,553,300) five-year
     term loan dated September 22, 1993 and a $2,414,400 (previously $2,446,700)
     revolving line of credit expiring on November 29, 1996.  Included in the
     revolving line of credit is a foreign accounts sublimit which is the lesser
     of $500,000 or 33.3% of the total outstanding borrowing against "eligible
     domestic accounts."  Borrowings under both sections of the facility are
     tied to availability formulas - eighty percent (80%) of the appraised value
     of fixed assets for the term loan, and for the revolving line of credit,
     seventy-five percent (75%) of eligible trade

                                       10
<PAGE>
 
     receivables and twenty-five percent (25%) of eligible inventory (up to
     $250,000).  The term loan and the revolving line of credit are secured by
     all of the Company's assets and require the Company, among other things, to
     maintain certain financial ratios and limit capital expenditures.  The
     interest rate under this credit facility is equal to the lender's prime
     rate (nine percent (9.0%) at June 30, 1995) plus three and six-tenths
     percent (3.6%).  A one and one-half percent (1.5%) facility fee is payable
     annually on the total value of the credit facility.

5.   Income Tax
     ----------

     Effective the first quarter of 1993, the Company adopted Statement of
     Financial Accounting Standards (SFAS) No. 109, "Accounting for Income
     Taxes." The new standard provides revised criteria for the recognition of
     net deferred tax assets. The Company's net deferred tax asset, which is
     approximately $7,000,000, relates primarily to its net operating loss
     carryforward and has been offset with a valuation allowance since there is
     uncertainty regarding the Company's ability to recognize this tax benefit
     since the benefit is dependent upon the Company's ability to continue to
     generate future taxable income.

                                       11
<PAGE>
 
ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations.
          ---------------------------------------------------------------

Reference is made to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, for an analysis and detailed discussion of the
Company's financial condition and results of operations for the period covered
by that report.

Results of Operations
---------------------

Net sales increased $1.528 million or 36.1% to $5.76 million in the quarter
ending June 30, 1995, from $4.23 million for the quarter ending June 30, 1994.
For the six months ended June 30, 1995, net sales increased $2.407 million or
27.5% to $11.14 million from $8.73 million shipped in the first six months of
1994.  This increase in sales is the result of an increase in demand for the
various product offering.  These changes are highlighted by the following
summary of net sales:

<TABLE>
<CAPTION>
                               QUARTER ENDED JUNE 30  SIX MONTHS ENDED JUNE 30
                                   (In Millions)           (In Millions)
                                  1995       1994         1995         1994
==============================================================================
<S>                                 <C>        <C>           <C>         <C>
 
Lightweight ceramic armor           $ 1.1      $ 1.1         $ 2.2       $ 2.1
 
Ceramic-to-Metal assemblies            .0         .3            .0          .7
 
Orthodontic products                   .4         .2            .7          .4
 
Fused silica ceramics                 1.5         .9           3.0         2.0
 
Cathodes                              1.1         .8           2.2         1.7
 
Magnets                                .3         .2            .5          .4
 
Silicon Nitride Products               .7         .4           1.3          .7
 
Machined Products                      .6         .3           1.2          .7
                                    -----      -----         -----       -----
TOTAL                               $ 5.7      $ 4.2         $11.1       $ 8.7
                                    =====      =====         =====       =====
==============================================================================
</TABLE>

The increase in sales of lightweight ceramic armor for the year-to-date vs. the
comparable prior year period results from an increase in 1995 shippable
bookings.  The decrease in Ceramic-To-Metal shipments for the second quarter of
1995 and the year-to-date vs. the comparable prior year periods results from the
fact that the product line was sold to a competitor during the fourth quarter of
1994 with the understanding that the Company would cease selling the product by
the end of 1994.  The increase in orthodontic product sales for the second
quarter of 1995 and the year-to-date vs. the comparable prior year periods
results from a need by the

                                       12
<PAGE>
 
Company's distributor to replenish their inventory.  The increase in fused
silica ceramic sales in the second quarter of 1995 and the year-to-date vs. the
comparable prior year periods result from an increase in the level of shippable
bookings in the first half of 1995.  The increase in cathode sales for the
second quarter of 1995 and the year-to-date vs. the comparable prior year
periods results from an increase in the level of 1995 shippable bookings.  The
increase in silicon nitride sales for the second quarter of 1995 and the year-
to-date vs. the comparable prior year periods results from an increase in the
level of 1995 shippable bookings.  The increase in machined product sales for
the second quarter of 1995 and the year-to-date vs. the comparable prior year
periods results from an increase in the level of 1995 shippable bookings.

Gross profit increased 203.8% to $1.528 million for the quarter ending June 30,
1995 from $503 thousand for the quarter ending June 30, 1994.  For the first six
months of 1995, gross profit increased 171.4% to $2.912 million from $1.073
million in the first six months of 1994.  The increase in gross profit for the
second quarter of 1995, as well as the year-to-date, vs. the comparable prior
year periods is the result of:  (1) a significant increase in net sales, (2)
continued improvements in manufacturing productivity and (3) a change in sales
mix towards sales in more profitable product lines.

Selling, general and administrative expenses increased by $6 thousand to $988
thousand in the quarter ending June 30, 1995 from $982 thousand for the quarter
ending June 30, 1994 and increased by $51 thousand to $1.948 million for the six
months ended June 30, 1995 from $1.897 million for the six months ended June 30,
1994.  The increase in the second quarter of 1995, as well as the six months
ended June 30, 1995, vs. the comparable prior year periods results from the fact
that in 1995 the Corporation commenced paying a bonus to employees based on
their location's profitability.

Other income decreased for the six months ended June 30, 1995 vs. the comparable
prior year period.  The decrease results from the fact that in the six months
ended June 30, 1994 the Corporation recorded:  the finalization of a contract
cancellation, the settlement of a claim for costs incurred to make non-
conforming material usable, and an increase in the licensing fees received by
the Company vs. the amount accrued.  Interest expense increased for the three
and six month period ended June 30, 1995 vs. the same periods in 1994.  This
increase was the result of an increase in the rate of interest charged by the
lender.

                                       13
<PAGE>
 
Liquidity and Capital Resources
-------------------------------

The Company has a revolving credit agreement with an asset-based lender for the
purpose of financing the Company's working capital needs.  The facility, which
is limited to $4 million, is composed of two parts:  a $1,585,600 five-year term
loan, and a $2,414,400 revolving line of credit expiring on November 29, 1996.
Under both sections of the facility, borrowings are tied to availability
formulas:  eighty percent (80%) of the appraised value of fixed assets for the
term loan, and seventy-five percent (75%) of eligible trade receivables, and
twenty-five percent (25%) of eligible inventory (up to $250,000) for the
revolving line of credit.  The term loan and the revolving line of credit are
secured by all of the Company's assets and require the Company, among other
things, to maintain certain financial ratios and limit capital expenditures.
Borrowing, under the facility, totaled $2.536 million at June 30, 1995.

At June 30, 1995, the Company had short-term cash resources (i.e., cash and cash
equivalents) equal to $302 thousand.  Management believes that funds generated
from operations and the ability to borrow under the revolving credit facility
will be sufficient to finance currently anticipated cash requirements for at
least the next twelve months.

During the second quarter, the Company completed lease renewal negotiations for
the West Coast facility.  Due to a reduction in leased space and a reduction in
rent, the West Coast facility rent, commencing in November 1995, will decrease
approximately $30K/month.

                                       14
<PAGE>
 
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------

The Company is, from time to time, involved in various legal and other
proceedings that relate to the ordinary course of operating its business,
including, but not limited to, employment-related actions and workers'
compensation claims.

Currently, the Company is involved in one action filed by a current employee in
the Superior Court of the State of California, County of Orange.  The employee
and his wife filed suit in December 1994 alleging that he contracted chronic
beryllium disease during the course and scope of his employment.  Defense of the
case has been tendered to the Company's insurance carriers.

While the Company is unable to predict the outcome of current proceedings, based
upon the facts currently known to it, the Company, after consultation with legal
counsel, does not believe that resolution of these proceedings will have a
material adverse effect on the financial condition or operations of the Company.

                                       15
<PAGE>
 
Item 4.  Submission of Matters to Vote of Security Holders
         -------------------------------------------------

The following matters were voted upon at the Annual Meeting of Stockholders held
on July 24, 1995.

1.   The following eight persons were elected as Directors of the Company to
     serve until the next annual meeting of stockholders or until their
     successors are elected and have qualified:

<TABLE>
<CAPTION>
 
 
                               NUMBER OF SHARES
                            FOR     AUTHORITY WITHHELD
     =================================================
     <S>                 <C>              <C>
 
     J. P. Moskowitz     5,644,606        124,433
 
     L. M. Allenstein    5,644,785        124,254
  
     R. A. Alliegro      5,644,785        124,254
 
     F. Edelstein        5,644,585        124,454
 
     N. A. Gjostein      5,644,685        124,354
 
     M. A. Shader        5,644,785        124,254
 
     M. Lohr             5,644,785        124,254

     W. P. Lanphear      5,644,785        124,254
     =================================================
</TABLE>

2.   The Company's 1995 Employee stock Purchase Plan was approved.
     Votes:  For:  5,558,843    Against:  26,877    Abstain:  120,719
             Broker non votes:  62,600
 
3.   The Amendment to the Company's 1994 Stock Incentive Plan was approved.
     Votes:  For:  5,521,457    Against:  57,382    Abstain:  127,600
     Broker non votes:  62,600

                                       16
<PAGE>
 
Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

(a)  Exhibits:

     None

(b)  Reports on Form 8-K:

     None

SIGNATURE
---------

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.

CERADYNE, INC.



By:  _______________________________
     James F. Gardner
     Vice President
     Chief Financial Officer
     (Principal Financial and Accounting Officer)

Dated:  August 11, 1995

                                       17

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<PAGE>
 
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<S>                             <C>
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<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-START>                              JAN-01-1995
<PERIOD-END>                                JUN-30-1995
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                                 0
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<OTHER-EXPENSES>                                    (2)
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</TABLE>


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