<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 28, 1996
( ) 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: O-13715
VITRONICS CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF MASSACHUSETTS 04-2726873
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 Forbes Road, Newmarket, NH 03857
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (603) 659-6550
NONE
(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
--- ---
Number of shares outstanding of each of the registrant's classes of common
stock as of September 28, 1996:
Common Stock, $.01 par value: 9,853,663 shares
1
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VITRONICS CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
Part I - Financial Information:
- -------------------------------
Item 1 - Financial Statements:
<S> <C>
Condensed Consolidated Balance Sheets - September 28, 1996 (unaudited)
and December 31, 1995 3
Condensed Consolidated Statements of Operations (unaudited) - Three Months
and Nine Months Ended September 28, 1996 and September 30, 1995 4
Condensed Consolidated Statements of Cash Flows (unaudited) - Nine Months
Ended September 28, 1996 and September 30, 1995 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Calculation of Net Income Per Share - Three Months Ended
September 28, 1996 and September 30, 1995 7
Calculation of Net Income Per Share - Nine Months Ended
September 28, 1996 and September 30, 1995
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Part II - Other Information
---------------------------
Items 1 through 6 11
Signatures 12
</TABLE>
2
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VITRONICS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's omitted)
<TABLE>
<CAPTION>
September 28, December 31,
1996 1995 (*)
----------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 2,113 $ 2,825
Accounts receivable, net 4,048 3,384
Inventories 2,926 2,650
Deferred taxes 439 548
Other current assets 109 194
------- --------
Total current assets 9,635 9,601
Property and equipment, net 415 402
Deferred taxes 175 175
Other assets 72 68
------- --------
$10,297 $ 10,246
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,783 $ 1,978
Income taxes payable 154 69
Other current liabilities 2,026 1,899
Current maturities of 156 150
long-term liabilities ------- --------
Total current liabilities 4,119 4,096
Long-term liabilities, net of current 194 246
maturities
COMMITMENTS AND CONTINGENCIES
Stockholders' Equity:
Common Stock, $.01 par value 103 103
Additional paid-in capital 6,806 6,793
Foreign currency translation (198) (202)
Retained earnings (deficit) (62) (790)
Treasury stock, 475,000 shares (665) -
at cost ------- --------
5,984 5,904
------- --------
$10,297 $ 10,246
======= ========
* Condensed from audited financial statements
The accompanying notes are an integral part of these condensed financial
statements.
</TABLE>
3
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VITRONICS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
----------------------------- ----------------------------
September 28, September 30, September 28, September 30,
1996 1995 1996 1995
------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 5,814 $ 6,450 $17,880 $17,070
Cost of goods sold 3,393 3,782 10,829 10.109
------- ------- ------- -------
Gross profit 2,421 2,668 7,051 6,961
Selling, general and administrative expenses 1,566 1,479 4,509 4,117
Research and development costs 472 342 1,276 978
Patent Litigation 9 150 36 300
------- ------- ------- -------
2,047 1,971 5,821 5,395
------- ------- ------- -------
Income from operations 374 697 1,230 1,566
Non-operating expense - net 23 (14) 16 89
------- ------- ------- -------
Income before taxes 351 711 1,214 1,477
Income taxes 141 36 486 52
------- ------- ------- -------
Net income $ 210 $ 675 $ 728 $ 1,425
======= ======= ======= =======
Net earnings per common share:
Primary $.02 $.07 $.07 $ .17
======= ======= ======= =======
Fully diluted $.02 $.06 $.07 $ .14
======= ======= ======= =======
Weighted average number of common and
common equivalent shares used in
calculation of earnings per common share:
Primary 10,643 9,548 10,754 8,604
======= ======= ======= =======
Fully diluted 10,654 10,785 10,762 10,588
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
4
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VITRONICS CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(000's omitted)
<TABLE>
<CAPTION>
Nine Months Ended
------------------------------
September 28, September 30,
1996 1995
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 728 $ 1,425
Adjustments to reconcile net
income to net cash flows
provided by (used for)
operating activities:
Depreciation and amortization 172 128
Provision for excess and obsolescence 246 285
Provision for bad debts 13 33
Changes in current assets and liabilities:
Accounts receivable (677) (1,027)
Inventories (522) (1,057)
Other current assets 85 1
Accounts payable (195) 268
Income taxes 194 49
Other current liabilities 127 864
------ -------
Total adjustments (557) (456)
------ -------
Net cash provided by/used for operating activities 171 969
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (80) (46)
Additions to other assets (31) 36
------ -------
Net cash used for investing activities (111) (10)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (124) (215)
Issuance of common stock 13 203
Purchase of Treasury Stock (665) --
------ -------
Net cash used for financing activities (776) (12)
Foreign currency translation adjustment 4 11
------ -------
CASH:
Net increase (decrease) (712) 958
Balance, beginning period 2,825 671
------ -------
Balance, end of period $2,113 $ 1,629
====== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest 30 104
Income taxes 281 17
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Conversion of debt to equity -- $ 1,200
Capital lease obligations 78 --
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements
5
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VITRONICS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
A. BASIS PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. 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 only normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the nine month period ended September 28, 1996
are not necessarily indicative of the results expected for the year ended
December 31, 1996. For further information, refer to the Company's consolidated
financial statements and notes thereto contained in the Company's Form 10-K for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission (File #0-13715) on April 1, 1996.
B. INVENTORIES
Inventories valued at the lower of cost (determined using the first-in,
first-out method) or market, were as follows (in thousands):
<TABLE>
<CAPTION>
September 28, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Finished Goods $ 569 $ 498
Work in process 835 926
Raw materials 1,522 1,226
------ ------
$2,926 $2,650
====== ======
</TABLE>
6
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VITRONICS CORPORATION AND SUBSIDIARIES
CALCULATION OF NET EARNINGS PER COMMON SHARE
FOR THE THREE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
September 28, 1996
------------------------
Fully
Primary Diluted
----------- -----------
<S> <C> <C>
Net income $ 210,000 $ 210,000
Weighted average shares outstanding:
Common stock 10,316,597 10,316,597
Stock options 326,483 336,975
----------- -----------
Weighted average shares outstanding 10,643,440 10,653,572
=========== ===========
Earnings per share $ 0.02 $ 0.02
September 30, 1995
------------------
Fully
Primary Diluted
----------- -----------
Net income $ 675,000 $ 688,000
Weighted average shares outstanding:
Common stock 8,868,820 8,868,000
Convertible debentures -- 1,186,813
Warrants 149,357 156,936
Stock options 529,359 572,419
----------- -----------
Weighted average shares outstanding 9,547,535 10,784,988
=========== ===========
Earnings per share $ 0.07 $ 0.06
</TABLE>
7
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VITRONICS CORPORATION AND SUBSIDIARIES
CALCULATION OF NET EARNINGS PER COMMON SHARE
FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
<TABLE>
<CAPTION>
September 28, 1996
------------------------
Fully
Primary Diluted
----------- -----------
<S> <C> <C>
Net income $ 728,000 $ 728,000
Weighted average shares outstanding:
Common stock 10,316,689 10,316,689
Stock options 437,154 444,815
----------- -----------
Weighted average shares outstanding 10,753,842 10,761,504
=========== ===========
Earnings per share $ 0.07 $ 0.07
September 30, 1995
------------------
Fully
Primary Diluted
----------- -----------
Net income $ 1,425,000 $ 1,498,000
Weighted average shares outstanding:
Common stock 7,991,347 7,991,347
Convertible debentures -- 1,951,648
Warrants 191,191 196,909
Stock options 421,375 447,719
----------- -----------
Weighted average shares outstanding 8,603,913 10,587,623
=========== ===========
Earnings per share $ 0.17 $ 0.14
</TABLE>
8
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VITRONICS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the third quarter ended September 28, 1996 decreased 10% to
$5,814,000 from $6,450,000 for the same period in 1995. Sales for the nine
months ended September 28, 1996 were $17,880,000 compared with $17,070,000 for
the same period in 1995, an increase of 5%. Bookings for the three months ended
September 28, 1996 decreased 24% to $4,929,000 from $6,446,000 for the same
period in 1995. Bookings for the nine months ended September 28, 1996 were
$17,594,000 versus $18,515,000 for the same period in 1995, a decrease of 5%.
The Company does not anticipate that the change in net revenue and bookings for
the three and nine month periods ended September 28, 1996 are necessarily
indicative of the percentage change in net revenues and bookings to be expected
for the balance of the fiscal year. Backlog as of September 28, 1996 was
$2,561,000 compared with $2,847,000 at December 31, 1995 and $4,024,000 as of
September 30, 1995.
Gross margin for the three months ended September 28, 1996 increased to 42%
from 41% for the same period in 1995. For the nine month period ended September
28, 1996, the gross margin percentage was 39% compared with 41% for the same
period in 1995. The increase in gross margins during the third quarter is a
result of product mix as the Company sold more high-end products which have a
higher gross margin. The decrease in gross margins for the nine month period is
a result of product mix during the first six months of the year. During that
time, the Company sold more low-end products, which have a lower gross margin.
Operating expenses for the three months ended September 28, 1996 were
$2,047,000 compared with $1,971,000 for the same period in 1995, an increase of
4%. Operating expenses as a percentage of sales were 35% and 31%, respectively.
Operating expenses for the nine months ended September 28, 1996 were $5,821,000
compared with $5,395,000 for the same period in 1995, an increase of 8%.
Operating expenses as a percentage of sales were 33% and 32%, for the respective
nine month period. The increase in spending is a result of increased
commission expense as a result of less direct sales in the European market,
increased marketing costs, increased staffing levels and increased spending on
research and development related to the introduction of the new SELECTSeries/TM/
of products in early 1996. The Company incurred approximately $102,000 of due
diligence expenses during the quarter relating to a potential strategic
relationship. Upon completion of the due diligence, the Board of Directors
decided not to pursue the transaction. During 1995, the Company incurred costs
relating to the Registration Statement filed on Form S-3 and conversion of the
Subordinated Convertible Debenture of approximately $142,000 for the quarter and
$242,000 for the nine months.
Patent litigation costs were $9,000 for the third quarter of 1996, compared
with $150,000 for the third quarter of 1995. For the nine month period ended
September 28, 1996, patent litigation costs were $36,000 compared with $300,000
for the same period in 1995. With the conclusion of the Conceptronic trial in
August 1995, and a verdict rendered for the defendant, the Company appealed the
verdict. In July 1996, the Company received a favorable ruling from the United
States Court of Appeals for the Federal Circuit in its patent litigation suit.
The appellate court reversed the trial court's judgment of non-infringement by
Conceptronic Inc. of Claim 1 of U.S. Patent No. 4,654,502 and has remanded the
case back to the United States District Court for further
9
<PAGE>
proceedings. The Company does not anticipate that additional costs relating to
this process will be significant until the case is returned to the trial court
which is expected to occur in May 1997.
The Company had non-operating expense of $23,000 for the three months ended
September 28, 1996, compared with non-operating income of $14,000 for the same
period of 1994. During the first nine months of 1996, the Company incurred non-
operating expenses of $16,000 compared with $89,000 for the same period of 1995.
The Company recorded tax expense of $141,000 for the quarter ended
September 28, 1996, as compared to $36,000 for the comparable quarter of 1995.
For the nine month period ended September 28, 1996, the Company had income tax
expense of $486,000 as compared to $52,000 for the same period in 1995. The
Company reduced its income tax valuation allowance during the fourth quarter of
1995, and therefore the tax expense in the first half of 1996 reflects the
Company's effective income tax rate. During the first half of 1995, the Company
recognized net operating loss carryforwards for book purposes, which eliminated
federal tax expense for that period. During the first quarter of 1996, the
Company used $275,000 of net operating loss carryforwards for tax purposes,
which reduced the actual tax payable.
Net income for the third quarter of 1996 was $210,000, compared to $675,000
for the comparable period of 1995. For the third quarter of 1996, net income
was $0.02 per primary share, and $0.02 per fully diluted share. For the
comparable 1995 period, net income was $0.07 per primary share, and $0.06 per
fully diluted share. Net income for the nine month period ended September 28,
1996 was $728,000 compared to $1,425,000 for the same period in 1995. For the
first nine months of 1996, net income was $0.07 per primary share, and $0.07 per
fully diluted share. For the comparable 1995 period, net income was $0.17 per
primary share, and $0.14 per fully diluted share. The decline in net income for
the three and nine month periods was a result of the increased operating
expenses in 1996 compared to 1995, combined with a higher effective income tax
rate in 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to monitor its operations spending levels very
closely with the goal of cash conservation. During the nine months ended
September 28, 1996, cash decreased $712,000 to $2,113,000. This was a result of
the Company's increasing its inventory levels for the introduction of its new
SELECTSeries/TM/ of reflow ovens. The Company also saw an increase in accounts
receivable of $664,000 during the nine month period. The increase was a result
of timing of shipments during the third quarter. On September 27, 1996, the
Company repurchased 475,000 shares of common stock from New England Growth Fund
I, L.P., at a price of $1 3/8. The Company utilized approximately $665,000 for
the transaction.
The Company has reviewed its capital spending budget for the remainder of
1996 and expects to finance its capital equipment acquisition through lease
financing. The Company believes that its current cash balances and cash from
operations will be adequate to meet the Company's working capital requirements
during the year.
10
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VITRONICS CORPORATION AND SUBSIDIARIES
PART II
OTHER INFORMATION
ITEMS 1 THROUGH 5: NOT APPLICABLE
ITEM 6:
(a). Exhibits
27 Financial Data Schedule
(b). Reports on Form 8-K
The Company filed a Form 8-K dated October 7, 1996 to report the
following events:
(a) Repurchase of Common Stock
11
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SIGNATURES
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.
VITRONICS CORPORATION
Date: November 12, 1996 By: /s/James J. Manfield, Jr.
---------------------------
James J. Manfield, Jr.
Chairman of the Board,
Chief Executive Officer,
Chief Financial Officer,
and Treasurer
Date: November 12, 1996 By: /s/Ronald W. Lawler
-----------------------------
Ronald W. Lawler,
President and
Chief Operating Officer
Date: November 12, 1996 By: /s/Daniel J. Sullivan
------------------------------
Daniel J. Sullivan,
Vice President, Controller and
Principal Accounting Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED September 28,
1996, Form 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-28-1996 SEP-30-1995
<CASH> 2,113 1,629
<SECURITIES> 0 0
<RECEIVABLES> 4,186 3,818
<ALLOWANCES> 138 101
<INVENTORY> 2,926 2,866
<CURRENT-ASSETS> 9,810 8,400
<PP&E> 2,156 1,847
<DEPRECIATION> 1,741 1,652
<TOTAL-ASSETS> 10,297 8,657
<CURRENT-LIABILITIES> 0 3,979
<BONDS> 0 0
0 0
0 0
<COMMON> 103 102
<OTHER-SE> 5,881 4,463
<TOTAL-LIABILITY-AND-EQUITY> 10,297 8,657
<SALES> 5,814 6,450
<TOTAL-REVENUES> 5,814 6,450
<CGS> 3,393 3,782
<TOTAL-COSTS> 2,047 1,971
<OTHER-EXPENSES> 23 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 351 711
<INCOME-TAX> 141 36
<INCOME-CONTINUING> 210 675
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 210 675
<EPS-PRIMARY> .02 .07
<EPS-DILUTED> .02 .06
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED September 28,
1996, Form 10Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1996
<PERIOD-END> SEP-28-1996 SEP-30-1995
<CASH> 2,113 1,629
<SECURITIES> 0 0
<RECEIVABLES> 4,186 3,818
<ALLOWANCES> 138 101
<INVENTORY> 2,926 2,866
<CURRENT-ASSETS> 9,810 8,400
<PP&E> 2,156 1,847
<DEPRECIATION> 1,741 1,652
<TOTAL-ASSETS> 10,297 8,657
<CURRENT-LIABILITIES> 0 3,979
<BONDS> 0 0
0 0
0 0
<COMMON> 103 102
<OTHER-SE> 5,881 4,463
<TOTAL-LIABILITY-AND-EQUITY> 10,297 8,657
<SALES> 17,880 17,070
<TOTAL-REVENUES> 17,880 17,070
<CGS> 10,829 10,109
<TOTAL-COSTS> 5,821 5,395
<OTHER-EXPENSES> 16 89
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 1,214 1,477
<INCOME-TAX> 486 52
<INCOME-CONTINUING> 728 1,425
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 728 1,425
<EPS-PRIMARY> .07 .17
<EPS-DILUTED> .07 .14
</TABLE>
