<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 26, 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: 333-32207
HCC INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 95-2691666
-------------- ------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
4232 TEMPLE CITY BLVD., ROSEMEAD, CALIFORNIA 91770
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(Address of principal executive offices)
(626) 443-8933
-----------------------
(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 ( )
Registrant's Common Stock, outstanding at November 10, 1998 was 135,495 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
HCC INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 26, MARCH 28,
1998 1998
------------- ---------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 13,610 $ 13,441
Trade accounts receivable, less allowance for
doubtful accounts of $58 at September 26, 1998
and $40 at March 28, 1998 9,568 10,136
Inventories 4,568 4,610
Prepaid and deferred income taxes 2,960 260
Other current assets 390 416
-------- --------
Total current assets 31,096 28,863
PROPERTY, PLANT AND EQUIPMENT, NET 18,400 14,617
OTHER ASSETS:
Intangible assets 5,499 5,643
Deferred financing costs 3,341 3,532
Deferred income taxes 4,192 4,192
Restricted cash 6,179 6,013
-------- --------
TOTAL ASSETS $ 68,707 $ 62,860
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current portion of long-term debt $ 905 $ 897
Accounts payable 2,423 2,947
Accrued liabilities 7,427 6,384
Income taxes payable (1,677) 1,752
-------- --------
Total current liabilities 12,432 11,980
LONG TERM LIABILITIES:
Long-term debt, net of current portion 100,859 98,201
Other long-term liabilities 9,534 9,619
-------- --------
122,825 119,800
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock; $.10 par value; authorized 550,000
shares, issued and outstanding 134,955 shares 13 13
Accumulated deficit (54,131) (56,953)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (54,119) (56,940)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 68,707 $ 62,860
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
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HCC INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------- -----------------------------
September 26, September 27, September 26, September 27,
1998 1997 1998 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $ 17,159 $ 15,556 $ 35,406 $ 31,061
Cost of goods sold 10,496 9,497 21,429 18,816
---------- --------- --------- ---------
GROSS PROFIT 6,663 6,059 13,977 12,245
Selling, general and administrative expenses 2,109 2,166 4,197 4,295
---------- --------- --------- ---------
EARNINGS FROM OPERATIONS 4,554 3,893 9,780 7,950
OTHER INCOME (EXPENSE):
Interest and other income 175 115 352 215
Interest expense (2,764) (2,573) (5,486) (5,178)
---------- --------- --------- ---------
Total other expense, net (2,589) (2,458) (5,134) (4,963)
Earnings before taxes and extraordinary item 1,965 1,435 4,646 2,987
Taxes on earnings 775 566 1,824 1,175
---------- --------- --------- ---------
Earnings before extraordinary item 1,190 869 2,822 1,812
Extraordinary loss on retirement of debt, net
of tax benefit of $640 --- --- --- (1,002)
---------- --------- --------- ---------
NET EARNINGS $ 1,190 $ 869 $ 2,822 $ 810
---------- --------- --------- ---------
---------- --------- --------- ---------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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HCC INDUSTRIES INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Six Months Ended
-----------------------------
September 26, September 27,
1998 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 2,822 $ 810
Reconciliation of net earnings to net cash
provided by operating activities:
Depreciation 819 689
Amortization 335 382
Deferred income taxes (2,700) (404)
Extraordinary loss -- 1,002
Changes in operating assets and liabilities:
Decrease (increase) in trade accounts receivable, net 568 (1,299)
Decrease in inventories 42 284
(Increase) decrease in other assets (140) 58
Increase in accrued liabilities 958 2,897
(Decrease) increase in accounts payable and income
taxes payable (599) 1,435
------- --------
Net cash provided by operating activities 2,105 5,854
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (4,219) (1,317)
Business acquisition -- (2,200)
------- --------
Net cash used in investing activities (4,219) (3,517)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (479) (80,230)
Proceeds from issuance of long-term debt 2,762 90,000
Deferred financing costs --- (3,700)
Repurchases of stock --- (3,728)
------- --------
Net cash provided by financing activities 2,283 2,342
------- --------
Net increase in cash and cash equivalents 169 4,679
Cash and cash equivalents at beginning of period 13,441 6,841
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $13,610 $ 11,520
------- --------
------- --------
SUPPLEMENTAL NONCASH FINANCING ACTIVITIES:
Capital lease obligations 383 ---
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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HCC INDUSTRIES INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 26, 1998
1. INTERIM FINANCIAL STATEMENTS:
The accompanying unaudited condensed consolidated financial statements of HCC
Industries Inc. and Subsidiaries (the "Company"), include all adjustments
(consisting of normal recurring entries) which management believes are
necessary for a fair presentation of the financial position and results of
operations for the periods presented. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
The year end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally
accepted accounting principles. It is suggested that the accompanying interim
financial statements be read in conjunction with the Company's audited
financial statements and footnotes as of and for the year ended March 28,
1998. Operating results for the three and six month periods ended September 26,
1998 are not necessarily indicative of the operating results for the full fiscal
year.
2. INVENTORIES:
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
September 26, March 28,
1998 1998
-------------- -----------
<S> <C> <C>
Raw materials and component parts $ 2,179 $ 2,340
Work in process 2,389 2,270
-------- --------
$ 4,568 $ 4,610
-------- --------
-------- --------
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consist of the following (in thousands):
<TABLE>
<CAPTION>
September 26, March 28,
1998 1998
-------------- -----------
<S> <C> <C>
Land $ 4,025 $ 3,180
Buildings and improvements 8,520 5,988
Furniture, fixtures and equipment 13,832 12,607
-------- --------
26,377 21,775
Less accumulated depreciation (7,977) (7,158)
-------- --------
$ 18,400 $ 14,617
-------- --------
-------- --------
</TABLE>
5
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HCC INDUSTRIES INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 26, 1998
4. LONG-TERM DEBT:
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
September 26, March 28,
1998 1998
-------------- -----------
<S> <C> <C>
10 3/4% Senior Subordinated Notes - interest payable
semi-annually; due May 15, 2007 $ 90,000 $ 90,000
Subordinated Notes due Selling Shareholders -
12% interest payable semi-annually; due March 28, 2001 2,500 2,500
Subordinated Bonus Notes - 10% interest payable
semi-annually; due March 28, 2001 3,000 3,000
Term loans on land, building and improvements -
8% interest payable monthly; due May 2008 2,762 ---
Other 3,502 3,598
---------- ---------
101,764 99,098
Less current portion 905 897
---------- ---------
$ 100,859 $ 98,201
---------- ---------
---------- ---------
</TABLE>
5. CAPITAL STOCK:
The Company is authorized to issue an aggregate of 550,000 shares of common
stock. These shares may be issued in four different classes (A, B, C or D
shares) which differ only in voting rights per share. At September 26, 1998,
the 134,955 outstanding shares of common stock were designated as follows:
<TABLE>
<CAPTION>
Shares Voting Rights
Class Outstanding Amount Per Share
----- ----------- ---------- -------------
<S> <C> <C> <C>
A 102,653 $10,000 1
B 27,506 3,000 1
C 4,316 --- None
D 480 --- 10
------- -------
134,955 $13,000
------- -------
------- -------
</TABLE>
The remaining 415,045 shares of authorized but unissued common stock are
undesignated as to class.
6
<PAGE>
HCC INDUSTRIES INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 26, 1998
6. COMMITMENTS AND CONTINGENCIES:
ENVIRONMENTAL
As an ongoing facet of the Company's business, it is required to maintain
compliance with various environmental regulations. The cost of this
compliance is included in the Company's operating results as incurred. These
ongoing costs include permitting fees and expenses and specialized effluent
control systems as well as monitoring and site assessment costs required by
various governmental agencies. In the opinion of management, the maintenance
of this compliance will not have a significant effect on the financial
position or results of operations of the Company.
In August 1994, the U.S. Environmental Protection Agency ("EPA") identified
the Company as a potentially responsible party ("PRP") in the El Monte
Operable Unit ("EMOU") of the San Gabriel Valley Superfund Sites. In early
1995, the Company and the EPA executed an Administrative Consent Order which
requires the Company and other PRP's to perform a Remedial Investigation and
Feasibility Study ("RI/FS") for the EMOU. In addition, the Company's
facility in Avon, Massachusetts is subject to Massachusetts "Chapter 21E",
the State's hazardous site clean-up program. Uncertainty as to (a) the
extent to which the Company caused, if at all, the conditions being
investigated, (b) the extent of environmental contamination and risks, (c)
the applicability of changing and complex environmental laws (d) the number
and financial viability of other PRP's, (e) the stage of the investigation
and/or remediation, (f) the unpredictability of investigation and/or
remediation costs (including as to when they will be incurred), (g)
applicable clean-up standards, (h) the remediation (if any) that will
ultimately be required, and (i) available technology make it difficult to
assess the likelihood and scope of further investigation or remediation
activities or to estimate the future costs of such activities if undertaken.
In addition, liability under CERCLA is joint and several, and any potential
inability of other PRPs to pay their pro rata share of the environmental
remediation costs may result in the Company being required to bear costs in
excess of its pro rata share.
In fiscal 1997, the Company with the help of independent consultants,
determined a range of estimated costs of $9,000,000 to $11,000,000 associated
with the various claims and assertions it faces. The time frame over which
the Company expects to incur such costs varies with each site, ranging up to
20 years as of March 28, 1998. These estimates are based partly on progress
made in determining the magnitude of such costs, experience gained from sites
on which remediation is ongoing or has been completed, and the timing and
extent of remedial actions required by the applicable governmental
authorities. As a result, the Company accrued $10,000,000 in fiscal 1997 for
existing estimated environmental remediation and other related costs which
the Company believes to be the best estimate of the liability. As of
September 26, 1998, the accrual for estimated environmental costs was
$9,534,000.
Claims for recovery of costs already incurred and future costs have been
asserted against various insurance companies. The Company has neither
recorded any asset nor reduced any liability in anticipation of recovery with
respect to such claims made.
The Company believes its reserves are adequate, but as the scope of its
obligations becomes more clearly defined, this reserve may be modified and
related charges against earnings may be made.
Pursuant to the Recapitalization Agreement, the Selling Group has agreed to
indemnify the Company with respect to the after-tax costs of contingent
environmental and other liabilities, subject to a cap for all indemnified
liabilities of $30 million. Pursuant to the Recapitalization Agreement, a
$6.0 million interest bearing escrow account was established by the selling
stockholders (the "Deferred Amount") to secure indemnity claims of the
Company and others, including with respect to environmental liabilities. Any
environmental costs, net of tax benefit, are expected to be funded from the
escrow account. Actual expenditures for environmental remediation were
$45,000 for the quarter ended September 26, 1998 and $381,000 for the fiscal
year ended March 28, 1998.
7
<PAGE>
HCC INDUSTRIES INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
September 26, 1998
6. COMMITMENTS AND CONTINGENCIES, Continued:
Other
On March 3, 1998, Walter Neubauer, formerly the largest shareholder of the
Company and presently one of the largest shareholders of Special Devices,
Inc., the Company's largest customer, filed a lawsuit in California Superior
Court against the Company and certain other stockholders alleging (i) breach
of fiduciary duty, (ii) fraud, (iii) negligent misrepresentation, (iv)
negligence, (v) violations of corporations code and (vi) breach of contract.
The allegations primarily relate to the Company's exercise of a 1995 option
to acquire Mr. Neubauer's stock in August 1996. The former stockholder is
seeking damages of $40.0 million. Based upon the Company's analysis of the
current facts, it is management's belief that the Company should ultimately
prevail in this matter, although there can be no assurance in this regard at
this time.
On May 7, 1998, the Company filed a lawsuit against the former stockholder in
California Superior Court alleging (i) breach of contract, (ii) intentional
interference with business relations and (iii) interference with prospective
business advantage. All allegations relate to violations of the
noncompetition agreement executed by the former stockholder in August 1996.
The Company is seeking damages of $50.0 million.
In addition to the above, the Company is involved in other claims and
litigation arising in the normal course of business. Based on the advice of
counsel and in the opinion of management, the ultimate resolution of these
matters will not have a significant effect on the financial position or the
results of operations of the Company.
8
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
------------------------------------- --------------------------------------
SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27,
1998 PERCENT 1997 PERCENT 1998 PERCENT 1997 PERCENT
---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $17.2 100.0% $15.6 100.0% $35.4 100.0% $31.1 100.0%
Gross profit 6.7 38.8% 6.1 38.9% 14.0 39.5% 12.2 39.4%
Selling, general and administrative
expenses 2.1 12.3% 2.2 13.9% 4.2 11.9% 4.3 13.8%
Earnings from operations 4.6 26.5% 3.9 25.0% 9.8 27.6% 8.0 25.6%
Other income/expense (2.6) -15.1% (2.5) -15.8% (5.1) -14.5% (5.0) -16.0%
Extraordinary loss (1) 0.0 0.0% 0.0 0.0% 0.0 0.0% (1.0) -3.2%
Net earnings $1.2 6.9% $0.9 5.6% $2.8 8.0% $0.8 2.6%
</TABLE>
(1) Represents extraordinary loss on retirement of debt, net of tax benefit.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 26, 1998 ("1999 QUARTER") TO
THE THREE MONTHS ENDED SEPTEMBER 27, 1997 ("1998 QUARTER")
NET SALES
The Company's net sales increased by approximately 10.3% or $1.6 million
to $17.2 million for the 1999 Quarter compared to sales of $15.6 million for
the 1998 Quarter. The increase was due to increasing demand in all product
lines. Sales to existing aerospace, industrial process control, and
petrochemical customers increased significantly in the 1999 Quarter. Net
non-automotive shipments increased by approximately 19% in the 1999 Quarter
compared to the 1998 Quarter. Based on current order volume, the Company
expects continued, but slower growth in the aerospace, industrial process
control and petrochemical markets.
On the automotive side, unit shipments of airbag initiator products
increased moderately due to increased volumes on existing programs and the
development of some new programs. The Company's airbag initiator shipments
to its largest customer, Special Devices, Inc. ("SDI") increased 13% for the
1999 Quarter compared to the 1998 Quarter. This increased volume was offset
by a price reduction effected under a new three year supply agreement with
SDI. The new agreement with SDI was effective October 1, 1997 and expires on
December 31, 2000. Overall, revenue from all automotive shipments decreased
approximately 1% in the 1999 Quarter compared to the 1998 Quarter. Based on
current order volume, the Company expects flat revenue from automotive
products over the next quarter.
GROSS PROFIT
Gross profit increased by approximately 9.8% or $0.6 million, to $6.7
million for the 1999 Quarter compared to $6.1 for the 1998 Quarter. Gross
margin decreased slightly to 38.8% for the 1999 Quarter from 38.9% for the
1998 Quarter.
The increase in gross profit is attributable to the increased sales
volume. The gross margin as a percent to sales was relatively unchanged in
the 1999 Quarter compared to the 1998 Quarter.
9
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10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("S,G&A") expenses decreased 4.5% to
$2.1 million for the 1999 Quarter compared to $2.2 million for the 1998
Quarter. S,G&A expenses as a percent to sales decreased to 12.3% in the 1999
Quarter from 13.9% for the 1998 Quarter.
Selling expenses decreased slightly in lieu of higher sales volume
reflecting increased non-commissioned sales. Additionally, the Company
enjoyed a slight decrease in general and administrative expenses which were a
result of lower contingent compensation accruals. The improvement in the
percentage of S,G&A expenses to sales reflects the decreased overall costs
and improved leverage on the fixed portion of those expenses.
EARNINGS FROM OPERATIONS
Operating earnings increased 17.9% or $0.7 million to $4.6 million for
the 1999 Quarter compared to $3.9 million for the 1998 Quarter. Operating
margins increased to 26.5% in the 1999 Quarter from 25.0% for the 1998
Quarter.
The increase in operating earnings and margin was attributable to the
same factors (as discussed above) that contributed to the increase in gross
profit and gross margin and improvements in S,G&A expenses as a percent to
sales.
OTHER EXPENSE, NET
Other expense, net (which is predominantly net interest expense)
increased 4.0% or $0.1 million to $2.6 million in the 1999 Quarter compared
to $2.5 million in the 1998 Quarter. The $0.1 million increase was
attributable to interest expense on the mortgages incurred in the Company's
May 1998 purchase of a facility in El Monte, California of approximately
110,000 square feet (of which the Company was leasing approximately 38,000
square feet). The Company has $101.8 million of indebtedness as of
September 26, 1998 compared to $92.2 million at September 27, 1997.
NET EARNINGS
Net earnings increased by approximately $0.3 million to $1.2 million for
the 1999 Quarter from $0.9 million in the 1998 Quarter.
The increase in net earnings was primarily attributable to the increase
in gross profit in the 1999 Quarter.
COMPARISON OF THE SIX MONTHS ENDED SEPTEMBER 26, 1998 ("1999 PERIOD") TO THE
SIX MONTHS ENDED SEPTEMBER 27, 1997 ("1998 PERIOD")
NET SALES
The Company's net sales increased by approximately 13.8% or $4.3 million
to $35.4 million for the 1999 Period compared to sales of $31.1 million for
the 1998 Period.
This increase was attributable to increasing demand in all product
lines. The Company experienced strong growth in its aerospace, industrial and
petrochemical products. Net non-automotive shipments increased approximately
15.5% in the 1999 Period compared to the 1998 Period. Based on
11
<PAGE>
current order volume, the Company expects continued, but slower growth in the
aerospace, industrial process control and petrochemical markets.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
On the automotive side, unit shipments of airbag initiator products
increased moderately due to increased volumes on existing programs and the
development of some new programs. The Company's airbag initiator shipments
to its largest customer, Special Devices, Inc. ("SDI") increased 36.5% for
the 1999 Period compared to the 1998 Period. This increased volume was
mostly offset by a price reduction effected under a new three year supply
agreement with SDI. The new agreement with SDI was effective October 1, 1997
and expires on December 31, 2000. Overall, revenue from all automotive
shipments increased approximately 11.9% in the 1999 Period compared to the
1998 Period. Based on current order volume, the Company expects flat revenue
from automotive products over the next quarter.
GROSS PROFIT
Gross profit increased by approximately 14.8% or $1.8 million, to $14.0
million for the 1999 Period compared to $12.2 for the 1998 Period. Gross
margin increased slightly to 39.5% for the 1999 Period from 39.4% for the
1998 Period.
The increase in gross profit is attributable to the increased sales
volume. The gross margin as a percent to sales was relatively unchanged in
the 1999 Period compared to the 1998 Period.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("S,G&A") expenses decreased by
approximately 2.3% to $4.2 million for the 1999 Period compared to $4.3
million for the 1998 Period. S,G&A expenses as a percent to sales decreased
to 11.9% in the 1999 Period from 13.8% for the 1998 Period.
Selling expenses decreased slightly in lieu of higher sales volume
reflecting increased non-commissioned sales. Additionally, the Company
enjoyed a slight decrease in general and administrative expenses which were a
result of lower contingent compensation accruals. The improvement in the
percentage of S,G&A expenses to sales reflects the decreased overall costs
and improved leverage on the fixed portion of those expenses.
EARNINGS FROM OPERATIONS
Operating earnings increased 22.5% or $1.8 million to $9.8 million for
the 1999 Period compared to $8.0 million for the 1998 Period. Operating
margins increased to 27.6% in the 1999 Period from 25.6% for the 1998 Period.
The significant increase in operating earnings and margin was
attributable to the same factors (as discussed above) that contributed to
the increase in gross profit and gross margin and improvements in S,G&A
expenses as a percent to sales.
OTHER EXPENSE, NET
Other expense, net (which is predominantly net interest expense)
increased 2.0% or $0.1 million to $5.1 million in the 1999 Period compared to
$5.0 million in the 1998 Period. The $0.1 million increase was attributable
to additional interest expense incurred with the additional indebtedness and
net of increased interest income recognized in the 1999 Period compared to
the 1998 Period. The Company has $101.8 million of long-term debt as of
September 26, 1998 compared to $92.2 million at September 27, 1997.
13
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
NET EARNINGS
Net earnings increased by approximately $2.0 million to $2.8 million for
the 1999 Period from $0.8 million in the 1998 Period.
The significant increase in net earnings was primarily attributable to
the increase in gross profit recognized in the 1999 Period and the
extraordinary loss associated with early retirement of debt in the 1998
Period.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2.1 million for the 1999
Period compared to $5.9 million for the 1998 Period. The decrease of $3.8
million was primarily attributable to a reduction in income taxes payable and
an increase in working capital requirements.
Net cash used in investing activities was $4.2 million for the 1999
Period compared to $3.5 million for the 1998 Period. The $0.7 million
increase was attributable to the Company's May 1998 purchase of a facility in
El Monte, California of approximately 110,000 square feet (of which the
Company was leasing approximately 38,000 square feet). In addition, included
in the $3.5 million of cash used in investing activities in the 1998 Period
was $2.2 million for the acquisition of a business which did not recur in the
1999 Period.
Net cash provided by financing activities was $2.3 million for both the
1999 and 1998 Periods. The $2.3 million provided in the 1999 Period resulted
from the $2.8 million of mortgages associated with the Company's May 1998
purchase of a facility in El Monte, California of approximately 110,000
square feet and approximately $0.5 million of principal repayments on
existing debt.
As of September 26, 1998, the Company's outstanding long-term debt is
$101.8 million. The Company has a Revolving Credit Facility up to $20.0
million and is collateralized by accounts receivable and inventories. At
September 26, 1998 there was $15.8 million available under the Revolving
Credit Facility. Borrowings under the Revolving Credit Facility may be used
for general and other corporate purposes. To date, the Company has not used
any amounts under the Revolving Credit Facility.
The Company believes that cash flow from operations and the availability
of borrowings under the Revolving Credit Facility will provide adequate funds
for ongoing operations, planned capital expenditures and debt service during
the term of such facility. To the extent certain performance thresholds with
respect to the Contingent Notes and Contingent Bonuses are met, and such
obligations become vested, the Company believes that cash flow from
operations and availability of borrowings will be sufficient to fund such
obligations.
Capital expenditures for fiscal 1999 are expected to focus on vertical
integration with investments in equipment to expand manufacturing capacity
in machining, glass production, sealing and plating, as well as automation
equipment to lower production costs on the high volume production lines.
Expected capital expenditures for fiscal 1999 are approximately $7.7 million
and will be financed through working capital, the Revolving Credit Facility
and a mortgage on the acquired El Monte property.
YEAR 2000 ISSUE
The Year 2000 readiness issue, which is common to most businesses,
arises from the inability of information systems, and other time and date
sensitive products and systems to properly recognize and process
date-sensitive information or system failures. Assessments of the potential
cost and effects of Year 2000 issues vary significantly among businesses, and
it is extremely difficult to predict the actual impact. Recognizing this
uncertainty, management is continuing to actively analyze, assess and plan
for various Year 2000 issues across its businesses.
14
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED
The Year 2000 issue has an impact on both information technology ("IT")
systems and non-IT systems, such as manufacturing systems and physical
facilities including, but not limited to, security systems and utilities.
Although management believes that a majority of the Company's IT systems are
Year 2000 ready, such systems still have to be tested for Year 2000
readiness. The Company is replacing or upgrading those systems that are
identified as non-Year 2000. Certain IT systems previously identified as
non-Year 2000 compliant are being upgraded or replaced which should be
complete by June 30, 1999. Non-IT system issues are more difficulty to
identify and resolve. The Company is actively identifying non-IT Year 2000
issues concerning its products and services, as well as its physical facility
locations. As non-IT areas are identified, management formulates the
necessary actions to ensure minimal disruption to its business processes.
Although management believes that its efforts will be successful and the
costs will be immaterial (i.e., less than $25,000) to its consolidated
financial position and results of operations, it also recognizes that any
failure or delay could cause a potential impact.
The Year 2000 readiness of its customers varies. The Company is not
investigating whether or not its customers are evaluating and/or preparing
their own systems. These efforts by customers to address Year 2000 issues
may affect the demand for certain products and services; however, the impact
to the revenue or any change in revenue patterns is highly uncertain.
The Company has also initiated efforts to assess the Year 2000 readiness
of its key suppliers and business partners. The Company's direction of this
effort is to ensure the adequacy of resources and supplies to minimize any
potential business interruptions. Management plans to complete this part of
its Year 2000 readiness plan in the early part of calendar 1999. While the
Company continues to believe the Year 2000 issue described above will not
materially affect its consolidated financial position or results of
operations, it remains uncertain as to what extent, if any, the Company may
be impacted.
This filing contains statements that are "forward looking statements",
and includes, among other things, discussions of the Company's business
strategy and expectations concerning market position, future operations,
margins, profitability, liquidity and capital resources. Although the
Company believes that the expectations reflected in such forward looking
statements are reasonable, it can give no assurance that such expectations
will prove to have been correct. All phases of the operations of the Company
are subject to a number of uncertainties, risks and other influences,
including general economic conditions, regulatory changes and competition,
many of which are outside the control of the Company, any one of which, or a
combination of which, could materially affect the results of the Company's
operations and whether the forward looking statements made by the Company
ultimately prove to be accurate.
15
<PAGE>
PART II - OTHER INFORMATION
Items 1 through 5 are omitted as they are not applicable.
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<S> <C>
(a) Exhibits: 12 - Computation of ratio of earnings to fixed charges
(b) Reports on Form 8-K - Not applicable
</TABLE>
SIGNATURES
HCC INDUSTRIES INC.
DATED: November 10, 1998 /s/ Andrew Goldfarb
----------------- -------------------------------------
President and Chief Executive Officer
DATED: November 10, 1998 /s/ Christopher H. Bateman
----------------- -------------------------------------
Vice President and Chief Financial
Officer
16
<PAGE>
HCC INDUSTRIES INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Six Months Ended
-------------------------------
September 26, September 27,
1998 1997
------------- -------------
<S> <C> <C>
Earnings:
Earnings before taxes and extraordinary item $ 4,646 $ 2,987
Add: Fixed Charges* 5,486 5,178
-------- --------
$ 10,132 $ 8,165
-------- --------
-------- --------
* Fixed Charges:
Interest expense $5,486 $5,178
-------- --------
$5,486 $5,178
-------- --------
Ratio of Earnings to Fixed Charges 1.8 1.6
-------- --------
-------- --------
</TABLE>
* The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, "earnings" consist of earnings before
taxes and extraordinary item plus fixed charges and "fixed charges" consist
of interest expense and amortization of debt issuance costs.
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-03-1999
<PERIOD-START> MAR-29-1998
<PERIOD-END> SEP-26-1998
<CASH> 13,610
<SECURITIES> 0
<RECEIVABLES> 9,626
<ALLOWANCES> (58)
<INVENTORY> 4,568
<CURRENT-ASSETS> 31,096
<PP&E> 26,377
<DEPRECIATION> (7,977)
<TOTAL-ASSETS> 68,707
<CURRENT-LIABILITIES> 12,432
<BONDS> 100,859
0
0
<COMMON> 13
<OTHER-SE> (54,131)
<TOTAL-LIABILITY-AND-EQUITY> 68,707
<SALES> 35,406
<TOTAL-REVENUES> 35,406
<CGS> 21,429
<TOTAL-COSTS> 21,429
<OTHER-EXPENSES> 4,197
<LOSS-PROVISION> 18
<INTEREST-EXPENSE> 5,486
<INCOME-PRETAX> 4,646
<INCOME-TAX> 1,824
<INCOME-CONTINUING> 2,822
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,822
<EPS-PRIMARY> 20.911
<EPS-DILUTED> 20.911
</TABLE>
