UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: APRIL 2, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ___________
COMMISSION FILE NUMBER 0-1298
ADVANCED TECHNICAL PRODUCTS, INC.
(Exact name of Issuer as Specified in Its Charter)
DELAWARE 11-1581582
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
200 MANSELL CT. EAST, SUITE 505, ROSWELL, GEORGIA 30076
(Address of Principal Executive Offices)
(770) 993-0291
(Issuer=s Telephone Number, Including Area Code)
_______________________________________________________
(Former Address, if Changed Since Last Report)
Indicate by check mark whether the Registrant (1) filed all reports required to
be filed by Section 13 of 15(d) of the Securities Exchange Act during the past
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
YES [X] NO [ ]
The aggregate number of shares of Common Stock outstanding as of May 12, 1999
was 5,260,288.
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements..........................................3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations........................................10
Financial Condition and Liquidity............................10
Year 2000 Issues.............................................11
Forward Looking Statements - Cautionary Factors..............12
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................13
Item 2. Changes in Securities and Use of Proceeds....................13
Item 3. Defaults Upon Senior Securities..............................13
Item 4. Submission of Matters to a Vote of Security Holders..........13
Item 5. Other Information............................................13
Item 6. Exhibits and Reports on Form 8-K.............................14
Page 2 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED APRIL 2, 1999 AND APRIL 3, 1998
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE DATA)
1999 1998
------------- -------------
Revenues ...................................... $42,338 $30,813
Cost of revenues .............................. 32,914 23,758
------- -------
Gross profit ........................ 9,424 7,055
General and administrative expenses ........... 6,670 6,069
------- -------
Operating income .................... 2,754 986
Interest expense .............................. 952 806
------- -------
Income before income taxes .......... 1,802 180
Income taxes .................................. 694 69
------- -------
Net income .......................... $ 1,108 $ 111
======= =======
Earnings per share:
Basic ............................... $ 0.21 $ 0.02
======= =======
Diluted ............................. $ 0.20 $ 0.02
======= =======
Weighted average number of common and common
equivalent shares outstanding:
Basic ............................... 5,249 5,220
======= =======
Diluted ............................. 5,467 5,499
======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 3 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF APRIL 2, 1999 AND DECEMBER 31, 1998
(UNAUDITED, IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
APRIL 2, DECEMBER 31,
ASSETS 1999 1998
------------ ------------- -------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents .................................... $ 787 $ 2,030
Accounts receivable (net of allowance for doubtful
accounts of $550 and $722 as of April 2, 1999
and December 31, 1998) ................................... 23,209 26,053
Inventories and costs relating to long-term
contracts and programs in in process,
net of progress payments ................................. 45,528 40,635
Prepaid expenses ............................................. 897 1,054
Deferred income taxes ........................................ 2,570 2,570
--------- ---------
Total current assets ..................... 72,991 72,342
--------- ---------
NONCURRENT ASSETS:
Property, plant and equipment ................................. 39,012 37,444
Less-accumulated depreciation ................................. (12,537) (11,516)
--------- ---------
Net property, plant and equipment ........ 26,475 25,928
--------- ---------
Other assets .................................................. 8,705 8,606
--------- ---------
Total assets ............................. $ 108,171 $ 106,876
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
-----------------------------------------
CURRENT LIABILITIES:
Accounts payable ............................................. $ 12,593 $ 12,665
Accrued expenses ............................................. 7,081 7,626
Current portion of capital lease obligation .................. 294 294
Short-term debt .............................................. 28,860 28,767
--------- ---------
Total current liabilities ................ 48,828 49,352
LONG-TERM LIABILITIES:
Long-term debt, net of current portion ....................... 21,440 20,703
Capital lease obligations, net of current portion ............ 1,434 1,483
Deferred income taxes ........................................ 194 194
Other liabilities ............................................ 2,347 2,347
--------- ---------
Total liabilities ........................ 74,243 74,079
Mandatorily redeemable preferred stock, 8% cumulative,
$1.00 par value, 1,000,000 shares authorized, issued
and outstanding .............................................. 1,000 1,000
SHAREHOLDERS' EQUITY:
Preferred stock, undesignated, 1,000,000 shares
authorized, no shares issued and outstanding ............. -- --
Common stock, $.01 par value, 30,000,000 shares
authorized, 5,252,435 and 5,240,188 shares
issued and outstanding as of April 2, 1999
and December 31, 1998, respectively ...................... 53 52
Additional paid-in capital ................................... 16,563 16,522
Retained earnings ............................................ 17,072 15,983
Notes receivable from officers ............................... (135) (135)
Accumulated other comprehensive income -
additional minimum pension liability ...................... (625) (625)
--------- ---------
Total shareholders' equity ............... 32,928 31,797
--------- ---------
Total liabilities and shareholders' equity $ 108,171 $ 106,876
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 4 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED APRIL 2, 1999 AND APRIL 3, 1998
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
--------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ................................................. $ 1,108 $ 111
Adjustments to reconcile net income to net cash used in
operating activities -
Depreciation and amortization ........................... 1,047 815
Deferred income taxes ................................... -- 60
Common stock issued under employee stock plan ........... 38 --
Decrease in accounts receivable ......................... 2,844 3,626
Increase in inventories ................................. (4,893) (6,897)
(Increase) decrease in prepaid expenses ................. 157 (170)
Increase in other noncurrent assets ..................... (123) (94)
Decrease in accounts payable ............................ (72) (736)
Decrease in accrued expenses ............................ (525) (1,144)
-------- --------
Net cash used in operating activities ................ (419) (4,429)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ....................................... (1,568) (779)
Cash payments for businesses acquired, net of cash acquired -- (115)
-------- --------
Net cash used in investing activities ................ (1,568) (894)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds of borrowings ..................................... 928 13,267
Repayment of borrowings .................................... (98) (8,016)
Proceeds from exercise of stock options and warrants ....... 3 --
Cash dividends paid ........................................ (40) --
Payments under capital lease obligations ................... (49) (36)
-------- --------
Net cash provided by financing activities ............ 744 5,215
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS ........................... (1,243) (108)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ...................... 2,030 494
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ............................ $ 787 $ 386
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest ..................................... $ 1,249 $ 976
Cash paid for income taxes ................................. $ 1,126 $ 1,426
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
Page 5 of 15
<PAGE>
ADVANCED TECHNICAL PRODUCTS, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements of
Advanced Technical Products, Inc. and Subsidiaries (the "Company" or "ATP") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the quarter ended April 2, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Form 10-K
for the fiscal year ended December 31, 1998.
2. ACQUISITION
On May 29, 1998, the Company acquired all of the capital stock of
Brigantine Aircraft, a manufacturer of honeycomb products and engineered panels
located in France. The acquired company, renamed Alcore Brigantine, operates as
a subsidiary of Alcore, Inc., a wholly owned subsidiary of the Company. The
Company anticipates that the acquisition will expand its access to the European
aerospace and commercial markets. The acquisition has been accounted for using
the purchase method of accounting and the Company's condensed consolidated
financial statements include the operating results for Alcore Brigantine since
the date of the acquisition. Pro forma results of operations assuming the
acquisition was made as of the beginning of 1998 are not material to the
Company's consolidated operating results for the quarterly period ended April 3,
1998.
Page 6 of 15
<PAGE>
3. INVENTORIES
Inventories at April 2, 1999 and December 31, 1998 consisted of the
following (in thousands):
APRIL 2, DEC. 31,
1999 1998
--------- -----------
Finished goods ....................... $ 1,185 $ 956
Work in process ...................... 31,013 26,113
Raw materials ........................ 24,370 24,860
Progress payments .................... (11,040) (11,294)
-------- --------
Total inventories .............. $ 45,528 $ 40,635
======== ========
4. DEBT
Debt is summarized as follows (in thousands):
APRIL 2, DEC. 31,
1999 1998
--------- ----------
Short-term debt:
Revolving loans ............................ $24,838 $24,845
Current maturities of long-term debt ....... 4,022 3,922
------- -------
$28,860 $28,767
======= =======
Long-term debt:
Term loans ................................. $17,358 $16,714
Equipment loans ............................ 3,102 2,819
Deferred obligation ........................ 500 500
Bond payable ............................... 2,350 2,400
Other long-term debt ....................... 2,152 2,192
------- -------
Total long-term debt .................... 25,462 24,625
Less current portion ....................... 4,022 3,922
------- -------
Long-term debt, net of current portion .. $21,440 $20,703
======= =======
In March 1998, the Company refinanced its revolving and term loans,
consolidating them with one lending institution. The financing agreement was
amended in June 1998 to increase the capital expenditure facility from $3.0
million to $5.0 million. The agreement was further amended on March 24, 1999 to
increase the balance of the term loan to $18.0 million from the paid-down
balance of $16.1 million existing just prior to the increase. The Company's
credit facility with this lending institution totals $50.0 million consisting
of: (1) $27.0 million of revolving credit against eligible receivable and
inventory balances, (2) an $18.0 million term loan and (3) a $5.0 million
capital expenditure facility. As of April 2, 1999, the Company had approximately
$3.5 million of unused borrowing availability on this credit facility.
Page 7 of 15
<PAGE>
The loans are secured by collateral consisting of substantially all of the
Company's assets including inventory, equipment, receivables, general
intangibles, investment property and real property. The interest rates on the
loans are set quarterly based on the Company's performance against
debt-to-earnings ratios specified in the agreement. Interest rates can range
from LIBOR (the London Interbank Offered Rates) plus 2.25% to LIBOR plus 1.0% on
the revolving loan and from LIBOR plus 2.75% to LIBOR plus 1.5% on the term and
equipment loans. Alternatively, the Company may elect interest rates based on
the lending institution's prime rate with the revolving loan fixed at prime plus
0.25% and the term and equipment loans fixed at prime plus 0.50%. Interest is
paid monthly in arrears on all loans. The initial term of the new credit
facility extends to December 31, 2000.
5. EARNINGS PER SHARE
Earnings per share ("EPS") are calculated as follows (in thousands,
except per share amounts):
QUARTER ENDED
-------------------
APRIL 2, APRIL 3,
1999 1998
-------- --------
Net income .......................................... $ 1,108 $ 111
Less: preferred stock dividends accrued ............ (20) (20)
------- -------
Net income available for common shares
(same for both basic and diluted
EPS calculation) ................................. $ 1,088 $ 91
======= =======
Weighted average number of common shares outstanding:
--Basic .......................................... 5,249 5,220
Add: assumed stock conversions, net of
assumed treasury stock purchases:
--stock options ............................... 188 240
--stock warrants .............................. 30 39
------- -------
--Diluted ........................................ 5,467 5,499
======= =======
Basic EPS ........................................... $ 0.21 $ 0.02
======= =======
Diluted EPS ......................................... $ 0.20 $ 0.02
======= =======
Page 8 of 15
<PAGE>
6. SEGMENT REPORTING
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information," which establishes revised standards for the manner in
which public business enterprises report information about operating segments.
Interim reporting of certain segment information is required following the
initial year of adoption of the Statement. Segment information for the quarters
ended April 2, 1999 and April 3, 1998 is as follows (in thousands):
1999 1998
-------- --------
Net revenues
Aerospace / Defense:
-from external customers .......... $ 33,381 $ 24,899
-intersegment revenues ............ 123 --
Other operating segments:
-from external customers .......... 8,957 5,914
-intersegment revenues ............ -- --
Elimination of intersegment revenues .. (123) --
-------- --------
Total ............................. $ 42,338 $ 30,813
======== ========
Operating income (loss)
Aerospace / Defense ................... $ 2,267 $ 1,300
Other operating segments .............. 1,216 263
Corporate ............................. (729) (577)
-------- --------
Total ............................. $ 2,754 $ 986
======== ========
7. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income", which requires
the reporting of other comprehensive income in addition to net income from
operations. Other comprehensive income for the Company consists of changes to
its additional minimum pension liability. For the quarterly periods ended April
2, 1999 and April 3, 1998, the Company's consolidated comprehensive income does
not differ materially from the consolidated net income set forth on the
accompanying condensed consolidated statements of income.
Page 9 of 15
<PAGE>
ITEM 2. 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 included
elsewhere herein.
RESULTS OF OPERATIONS
QUARTER ENDED APRIL 2, 1999 COMPARED WITH THE QUARTER ENDED APRIL 3, 1998
Revenues for the first quarter increased $11.5 million, or 37.4%, from
$30.8 million in 1998 to $42.3 million in 1999. The increase in revenue in 1999
over 1998 was primarily attributable to the following factors: (i) increased
revenues on three large chemical defense contracts, two of which are now in full
production, but were in the design or start-up phase during the first quarter of
1998, (ii) increased deliveries of composite components on several long-term
aerospace / defense programs, including the C-17 and F-18 E/F military aircraft
and (iii) increased sales of the Company's commercial products, including
Natural Gas Vehicle ("NGV") fuel tanks and specialty vehicle electronics.
Gross profit as a percent of revenues was 22.3% in the first quarter of
1999, compared to 22.9% in the first quarter of 1998. The decrease is primarily
the result of a change in product sales mix with a slightly larger portion of
lower margin products sold in the first quarter of 1999 compared to the same
period of 1998.
General and administrative expenses increased $0.6 million, or 9.9%, in
1999, reflecting a general increase in business activity. As a percent of
revenues, general and administrative expenses decreased from 19.7% in 1998 to
15.8% in 1999.
Interest expense increased $146,000, primarily the result of an increase
in average loan balances outstanding in the first quarter of 1999 compared to
the same period of 1998.
Income taxes increased $0.6 million as a result of higher pre-tax
earnings. The effective tax rate was 38.5% for both periods.
FINANCIAL CONDITION AND LIQUIDITY
Net cash used in operating activities was $0.4 million for the first
quarter of 1999 compared to $4.4 million for 1998. Working capital, excluding
short-term debt balances, increased $1.3 million in the first quarter of 1999 to
$53.0 million. This increase was the result of (i) an increase of $4.9 million
in inventory, reflecting a continued build-up on a few major aerospace
composites programs which are still in the start-up phase, (ii) a decrease of
$2.8 million in accounts receivable, resulting from the conversion of a major
portion of the receivables build-up at December 31, 1998 to cash during the
first quarter of 1999 (iii) a decrease of $0.5 million in accrued expenses
caused primarily by the payment of federal and state income taxes due during the
first quarter of 1999, (iv) a decrease in cash balances of $1.2 million and (v)
a net decrease in other working capital components of $0.1 million. Net cash of
$1.6 million used in investing activities in the first quarter of 1999 resulted
exclusively from capital expenditures.
Page 10 of 15
<PAGE>
The Company's primary loan agreement was amended on March 24, 1999 to
increase the balance of the term loan to $18.0 million from the paid-down
balance of $16.1 million existing just prior to the increase. The Company's
total credit facility under the amended agreement is $50.0 million consisting
of: (i) $27.0 million of revolving credit against eligible receivable and
inventory balances, (ii) an $18.0 million term loan and (iii) a $5.0 million
capital expenditure line of credit. The term loan is payable quarterly based on
a seven-year amortization period. The interest rates on the loans are set
quarterly based on the Company's performance against debt-to-earnings ratios
specified in the agreement. Interest rates can range from LIBOR (the London
Interbank Offered Rates) plus 2.25% to LIBOR plus 1.0% on the revolving loan and
from LIBOR plus 2.75% to LIBOR plus 1.5% on the term and equipment loans.
Alternatively, the Company may elect interest rates based on the lending
institutions's prime rate with the revolving loan fixed at prime plus 0.25% and
the term and equipment loans fixed at prime plus 0.50%. Interest is paid monthly
in arrears on all loans. The initial term of the credit facility extends to
December 31, 2000. As of April 2, 1999, the Company had approximately $3.5
million of unused borrowing availability on this credit facility.
At April 2, 1999, the Company's backlog of orders and long-term contracts
was approximately $586 million, compared to $585 million at December 31, 1998.
The backlog includes firm released orders of approximately $204 million and $191
million at April 2, 1999 and December 31, 1998, respectively.
As discussed above, the Company has made capital expenditures totaling
$1.6 million during the first quarter of 1999 which have been financed by a
combination of cash flows from operations and increased borrowings under the
revolving and equipment loan portions of the Company's credit facility.
The Company is continuing to look for acquisition candidates that will
enhance its operations. The timing, size or success of any acquisitions and the
resulting additional capital commitments are unpredictable. The Company expects
to fund future acquisitions primarily through a combination of issuances of
additional equity, working capital, cash flow from operations and borrowings,
including any unused portion of the credit facility. To the extent new sources
of financing are necessary to fund future acquisitions, there can be no
assurance that the Company can secure such additional financing if and when it
is needed or on terms deemed acceptable to the Company.
Management of ATP believes that cash flows from operations and the $50
million credit facility are adequate to sustain ATP's current operating level
and future short-term growth. However, should circumstances arise affecting cash
flow or requiring capital expenditures beyond those anticipated by the Company,
there can be no assurance that such funds will be available.
YEAR 2000 ISSUES
ATP is currently in the process of evaluating its computer hardware and
software systems to ensure such programs and systems will be able to process
transactions in the year 2000 ("Y2K"). The Company is also currently identifying
other equipment which contains embedded electronics that may render the
equipment inoperable in the year 2000 and is evaluating the plans of its
material suppliers and vendors to become Y2K compliant. ATP has organized its
efforts to prepare for Y2K problems under a plan that involves four steps:
assessment, modification, testing and implementation. Each division has a core
of employees who have been assigned specific Y2K responsibilities, in addition
to their regular assignments. The Y2K readiness project is a company-wide effort
and is monitored centrally.
Page 11 of 15
<PAGE>
ATP has completed the assessment phase under its plan. ATP anticipates
that it will complete the modification, testing and implementation phases by the
end of 1999. ATP anticipates that it will be Y2K compliant by the end of 1999
with respect to internal information technology ("IT") and non-IT systems that
are critical to its operations. ATP is currently evaluating the time table upon
which all other IT and non-IT systems can be made Y2K compliant and will target
a date when the evaluation is complete. However, ATP does not currently
anticipate any material adverse effect on its business operations, products or
financial prospects as a result of the Y2K problem.
Although it is not possible to accurately estimate the costs of this
information systems analysis, at this time ATP expects that such costs will not
be material to its financial position or results of operations. There can be no
assurance, however, that ATP, its suppliers and vendors or their respective
software vendors will complete all modifications to all material IT and non-IT
systems in a timely manner, or as to the costs associated with ATP becoming Y2K
compliant, or the costs of the failure of any of ATP's vendors failing to become
Y2K compliant.
Some of the possible consequences of non-compliance by ATP or significant
third parties include, among other things, temporary plant closings, delays in
the receipt and delivery of raw materials and products, invoice and collection
errors, and obsolescence of inventory. Given this risk, ATP intends to develop
contingency plans to mitigate possible disruption in business operations that
may result from Y2K related interruptions. Contingency plans may include
increasing safety stocks of raw materials, securing alternative suppliers or
other appropriate measures.
ATP's Y2K activities are an ongoing process and the estimates of costs and
completion dates for various activities described above are subject to change.
FORWARD LOOKING STATEMENTS - CAUTIONARY FACTORS
This Report on Form 10-Q contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are those that do
not state historical fact and are inherently subject to risk and uncertainties.
The forward-looking statements contained herein are based on current
expectations and entail various risks and uncertainties which could cause actual
results to differ materially from those projected in such forward-looking
statements. For additional information identifying such risks and uncertainties,
see the Company's 1998 Annual Report on Form 10-K (Item 7, under the heading
"Factors Affecting Future Operating Results").
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changes in interest rates primarily relating to
its $50 million credit facility. However, the carrying value of borrowings under
the credit facility generally approximate fair value due to the variable rate
nature of such borrowings.
The Company has not entered into transactions which subject it to material
foreign currency transaction gains and losses.
Page 12 of 15
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Neither the Company nor any of its subsidiaries is a party to, nor is
their property the subject of, any material pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
ATP announced on April 28, 1999 that it had entered into a Memorandum of
Understanding with a third party financial buyer regarding the sale of the
Company. The Memorandum provides that the stockholders of ATP would receive in
cash $14.00 per share, plus a contingent amount of up to an additional $3.00 per
share depending upon earnings achieved by ATP in 1999. The transaction is
subject to, among other things, satisfactory completion of due diligence by the
purchaser, execution and delivery of a definitive agreement and certain
regulatory, third party and stockholder approval.
Page 13 of 15
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 -- Financial Data Schedule (for SEC use only).
(b) Reports on Form 8-K.
None.
Page 14 of 15
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ADVANCED TECHNICAL PRODUCTS, INC.
(Registrant)
Dated: May 14, 1999 By: /s/ GARRETT L. DOMINY
Garrett L. Dominy, Executive Vice
President, Chief Financial and
Accounting Officer, Treasurer and
Assistant Secretary
Page 15 of 15
<PAGE>
EXHIBIT INDEX
27.1 -- Financial Data Schedule (for SEC use only).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM CONDENSED CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> APR-02-1999
<CASH> 787
<SECURITIES> 0
<RECEIVABLES> 23,759
<ALLOWANCES> 550
<INVENTORY> 45,528
<CURRENT-ASSETS> 72,991
<PP&E> 39,012
<DEPRECIATION> 12,537
<TOTAL-ASSETS> 108,171
<CURRENT-LIABILITIES> 45,828
<BONDS> 2,350
1,000
0
<COMMON> 53
<OTHER-SE> 32,875
<TOTAL-LIABILITY-AND-EQUITY> 108,171
<SALES> 42,338
<TOTAL-REVENUES> 42,338
<CGS> 32,914
<TOTAL-COSTS> 39,584
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 952
<INCOME-PRETAX> 1,802
<INCOME-TAX> 694
<INCOME-CONTINUING> 1,108
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,108
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.20
</TABLE>
