<PAGE> 1
UNITED STATES 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 January 27, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
--------- --------
Commission File Number 0-12102
HADCO CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2393279
- ------------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation organization) Identification No.)
12A Manor Parkway, Salem, New Hampshire 03079
- --------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Telephone: (603) 898-8000
---------------------------
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.
Registrant had 10,201,938 shares of Common Stock, $0.05 Par Value, outstanding
at February 26, 1996.
<PAGE> 2
<TABLE>
HADCO CORPORATION AND SUBSIDIARIES
INDEX
<CAPTION>
Part I. Page
<S> <C>
Financial Information:
Consolidated Condensed Balance Sheets as of
January 27, 1996 and October 28, 1995........... 3
Consolidated Condensed Statements of Income
for the Quarters ended January 27, 1996 and
January 28, 1995, respectively..................
4
Consolidated Condensed Statements of Cash Flows
for the Quarters ended January 27, 1996
and January 28, 1995, respectively ............. 5
Notes to Consolidated Condensed Financial
Statements...................................... 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition........... 11
Part II.
Other Information................................ 13
Signatures ...................................... 14
</TABLE>
2
<PAGE> 3
<TABLE>
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED CONDENSED BALANCE SHEETS
-------------------------------------
(In thousands, except share data)
ASSETS
------
<CAPTION>
January 27, October 28,
1996 1995
----------- -----------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 21,471 $ 21,307
Short-term investments 13,234 15,167
Accounts receivable, net of allowance for
doubtful accounts of $850,000 in 1996 and
$850,000 in 1995, respectively 36,262 35,797
Inventories 14,470 13,304
Prepaid expenses 8,809 7,984
-------- --------
Total Current Assets 94,246 93,559
-------- --------
Property, Plant and Equipment, at cost 197,154 183,760
Less - Accumulated depreciation and amortization 119,787 116,068
-------- --------
77,367 67,692
-------- --------
Other Assets 1,915 1,740
-------- --------
$173,528 $162,991
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
Current Liabilities:
Current maturities of long-term debt
and capital lease obligations $ 1,847 $ 2,143
Accounts payable and accrued expenses 35,123 40,352
Accrued Payroll and related expenses 15,554 10,021
-------- --------
Total Current Liabilities 52,524 52,516
-------- --------
Long-Term Debt and Capital Lease Obligations 2,031 2,387
-------- --------
Long-Term Liabilities (Note 6) 8,014 7,314
-------- --------
Stockholders' Investment:
Common stock, $.05 par value -
Authorized 25,000,000 shares
Issued and outstanding 10,176,271
in 1996 and 9,938,961 in 1995 509 497
Paid-in Capital 28,018 25,077
Deferred Compensation Resulting from the
Granting of Non-qualified Stock Options (365) (407)
Retained Earnings 82,797 75,607
-------- --------
Total Stockholders' Investment 110,959 100,774
-------- --------
$173,528 $162,991
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
3
<PAGE> 4
<TABLE>
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
-------------------------------------------
unaudited
---------
(In thousands, except share data)
<CAPTION>
Quarter Ended
---------------------------------------------
January 27, January 28,
1996 1995
---------- ----------
<S> <C> <C>
Net Sales $ 76,481 $ 56,825
Cost of Sales 56,999 45,533
---------- ----------
Gross Profit 19,482 11,292
Selling, General and
Administrative Expenses 7,948 6,522
---------- ----------
Income from Operations 11,534 4,770
Interest Income 355 333
Interest Expense (95) (139)
---------- ----------
Income Before Provision for Income Taxes 11,794 4,964
Provision for Income Taxes 4,603 1,961
---------- ----------
Net Income $ 7,191 $ 3,003
========== ==========
Net Income Per Common and
Common Equivalent Share $ .65 $ .29
========== ==========
Weighted Average Common and Common
Equivalent Shares Outstanding 11,104,375 10,445,516
========== ==========
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed financial statements.
4
<PAGE> 5
<TABLE>
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
-----------------------------------------------
unaudited
---------
(In thousands)
<CAPTION>
Quarter Ended
---------------------------------------------
January 27, January 28,
1996 1995
---------- ----------
<S> <C> <C>
Total Cash Provided From Operations $ 9,450 $ 2,797
------- -------
Cash Flows From Investing Activities:
Net purchases (sales) of short-term investments 1,933 (58)
Purchases of property, plant and equipment (13,713) (2,844)
Proceeds from sale of property, plant and
equipment 194 119
------- -------
Cash Used In Investing Activities (11,586) (2,783)
------- -------
Cash Flows From Financing Activities:
Principal payments under capital lease obligations (630) (682)
Principal payments of long-term debt (22) (2,003)
Proceeds from issuance of common stock 2,952 228
Purchase and retirement of common stock 0 (1,018)
------- -------
Cash Provided by (used in) Financing Activities 2,300 (3,475)
------- -------
Increase (decrease) in Cash and Cash Equivalents 164 (3,461)
Cash and Cash Equivalents Beginning of Period 21,307 19,064
------- -------
Cash and Cash Equivalents End of Period $21,471 $15,603
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the respective periods for:
Interest $ 82 $ 406
======= =======
Income taxes $ 3.101 $ 360
======= =======
</TABLE>
The accompanying notes are an integral part
of these consolidated condensed financial statements.
5
<PAGE> 6
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
-----------
1. Basis of Presentation
---------------------
In the opinion of management, these consolidated condensed financial
statements contain all normal recurring adjustments for fair presentation. The
results of operations for the quarter ended January 27, 1996, are not
necessarily an indication of the results expected for the full year.
The accompanying consolidated condensed financial statements include the
accounts of Hadco Corporation (the Company) and its wholly-owned subsidiaries.
All material intercompany balances and transactions have been eliminated in
consolidation.
For information as to the significant accounting policies followed by the
Company and other financial and operating information, see the Company's Form
10-K as filed with the Securities and Exchange Commission on January 9, 1996.
These financial statements should be read in conjunction with the financial
statements included in that Form 10-K.
2. Short-term Investments
----------------------
<TABLE>
As of January 27, 1996, the Company held investments in the following
held-to-maturity securities:
<CAPTION>
Fair
Cost Market Value Maturity
---- ------------ --------
(in thousands)
<S> <C> <C> <C>
Debt securities issued
by the US Government $ 3,003 $ 3,004 within 1 year
Debt securities issued
by states of the US 1,000 1,000 within 1 year
Corporate debt
securities 9,231 9,135 within 1 year
------- -------
$13,234 $13,139
======= =======
</TABLE>
6
<PAGE> 7
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
-----------
3. Inventories
-----------
<TABLE>
Inventories are stated at the lower of cost, first-in, first-out (FIFO) or
market and consist of the following:
<CAPTION>
January 27, October 28,
1996 1995
---------- ----------
(In thousands)
<S> <C> <C>
Raw Materials $ 7,148 $ 6,318
Work-in-process 7,322 6,986
------- -------
Total $14,470 $13,304
======= =======
</TABLE>
4. Environmental Matters
---------------------
During March 1995, the Company received a Record Of Decision (ROD) from the
New York State Department of Environmental Conservation (NYSDEC), regarding soil
and groundwater contamination at its Owego, New York facility. Based on a
Remedial Investigation and Feasibility Study (RIFS) for apparent on-site
contamination at that facility and a Focused Feasibility Study (FFS), each
prepared by environmental consultants of the Company, the NYSDEC had approved a
remediation program of groundwater withdrawal and treatment and iterative soil
flushing. The cost, based upon the FFS, to implement this remediation is
estimated to be $4.6 million, and is expected to be expended as follows:
$300,000 for capital equipment and $4.3 million for operation and maintenance
costs which will be incurred and expended over the estimated life of the program
of 30 years. NYSDEC has requested that the Company consider taking additional
samples from a wetland area near the Company's Owego facility. Analytical
reports of earlier sediment samples indicated the presence of certain
inorganics. There can be no assurance that the Company and/or other third
parties will not be required to conduct additional investigations and
remediation at that location, the costs of which are currently indeterminable
due to the numerous variables described in the second sentence of the fourth
paragraph of this "Environmental Matters" section.
From 1974 to 1980, the Company operated a printed circuit manufacturing
facility in Florida as a lessee of property that is now the subject of a pending
lawsuit ("the Florida Lawsuit") and investigation by the Florida Department of
Environmental Regulation
7
<PAGE> 8
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
-----------
4. Environmental Matters (Continued)
---------------------------------
(FDER). On June 9, 1992, the Company entered into a Cooperating Parties
Agreement in which it and Gould, Inc., another prior lessee of the site, have
agreed to fund certain assessment and feasibility study activities at the site,
and an environmental consultant has been retained to perform such activities.
The cost of such activities is not expected to be material to the Company. In
addition to the Cooperating Parties Agreement, Hadco and others are
participating in alternative dispute resolution regarding the site with an
independent mediator. In connection with the mediation, in February 1992 the
FDER presented computer-generated estimates of remedial costs, for activities
expected to be spread over a number of years, that ranged from approximately
$3.3 million to $9.7 million. Mediation sessions were conducted in March 1992
but have been suspended during the ongoing assessment and feasibility
activities. Management believes it is likely that it will participate in
implementing a continuing remedial program for the site, the costs of which are
currently unknown. However, based on information currently known by the Company,
management does not expect these costs to have a material adverse effect on the
Company. Also see the fifth paragraph of this "Environmental Matters"
section relating to the Company's having been named as a third-party defendant
in the Florida Lawsuit.
The Company is planning the installation of a groundwater extraction system
at its Derry, New Hampshire facility to address certain groundwater
contamination. Because of the uncertainty regarding both the quantity of
contaminants beneath the building at the site and the long-term effectiveness of
the groundwater migration control system the Company proposes to install, it is
not possible to make a reliable estimate of the length of time remedial activity
will have to be performed. However, it is anticipated that the groundwater
extraction system will be operated for at least 30 years. There can be no
assurance that the Company will not be required to conduct additional
investigations and remediation relating to the Derry facility. The total costs
of such groundwater extraction system and of conducting any additional
investigations and remediation relating to the Derry facility are not fully
determinable due to the numerous variables described in the fourth paragraph of
this "Environmental Matters" section.
8
<PAGE> 9
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
-----------
4. Environmental Matters (Continued)
---------------------------------
The Company accrues estimated costs associated with known environmental
matters, when such costs can be reasonably estimated. The cost estimates
relating to future environmental clean-up are subject to numerous variables,
the effects of which can be difficult to measure, including the stage of the
environmental investigations, the nature of potential remedies, possible joint
and several liability, the magnitude of possible contamination, the difficulty
of determining future liability, the time over which remediation might occur,
and the possible effects of changing laws and regulations. The total reserve for
environmental matters currently identified by the Company amounted to $8.9
million and $8.2 million at Janaury 27, 1996 and October 28, 1995, respectively.
The current portion of these costs as of January 27, 1996 and October 28, 1995,
amounted to approximately $900,000, and is included in "Accounts Payable and
Accrued Expensese." The long-term portion of these costs amounted to
approximately $8.0 million and $7.3 million as of January 27, 1996 and October
28, 1995, respectively, and is reported under the caption "Other Long-term
Liabilities." Based upon its assessment at the current time, management
estimates the cost of ultimate disposition of the above known environmental
matters to range from approximately $7.0 million to $12.0 million, and is
expected to be spread over a number of years. Management believes the ultimate
disposition of the above known environmental matters will not have a material
adverse effect upon the liquidity, capital resources, business or consolidated
financial position of the Company. However, one or more of such environmental
matters could have a significant negative impact on the Company's consolidated
financial results for a particular reporting period.
The Company is one of thirty-three entities which have been named as
potentially responsible parties in a lawsuit pending in the federal district
court of New Hampshire concerning environmental conditions at the Auburn Road,
Londonderry, New Hampshire landfill site. Local, state and federal entities and
certain other parties to the litigation seek contribution for past costs,
totaling approximately $20 million, allegedly incurred to assess and remediate
the Auburn Road site. These parties also allege that future monitoring will be
required. In addition, the EPA contends that future remediation actions may be
required. The Company is contesting liability.
9
<PAGE> 10
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
-----------
4. Environmental Matters (Continued)
---------------------------------
In connection with the "Florida Lawsuit" (as described in the second
paragraph of this "Environmental Matters" section), pending in the Circuit
Court of Broward County, Florida, Hadco and Gould, Inc., another prior lessee of
the site of the printed circuit manufacturing facility in Florida, each was
served with a third-party complaint in June 1995, as third-party defendants in
such pending Florida lawsuit by a party who had previously been named as a
defendant when the Florida Lawsuit was commenced in 1993 by the FDER. The
Florida Lawsuit seeks damages relating to environmental pollution and FDER costs
and expenses, civil penalties, and declaratory and injunctive relief to require
the parties to complete assessment and remediation of soil and groundwater
contamination. The other parties include alleged owners of the property and
Fleet Credit Corporation, a secured lender to a prior lessee of the property.
The future costs in connection with the lawsuits described in the two
immediately preceding paragraphs are currently indeterminable due to such
factors as the unknown timing and extent of any future remedial ections which
may be required, the extent of any liability of the Company and of other
potenially responsible parties, and the financial resources of the other
potentially responsible parties.
10
<PAGE> 11
HADCO CORPORATION AND SUBSIDIARIES
----------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
------------------------------------------------
Results of Operations
- ---------------------
First Quarter
- -------------
Net sales for the first quarter of 1996 increased 34.6% over the same
period in 1995. The change was due to increases in the volume of production and
shipments, and a shift in product mix to higher layer, higher density products,
as compared to the first quarter last year. Pricing per unit increased 11.5% for
the first quarter of 1996 over the first quarter of 1995. The Company believes
that the potential exists for excess capacity in the industry, which could have
an adverse impact on future pricing.
The gross profit margin increased from 19.9% in the first quarter of 1995
to 25.5% in the first quarter of 1996. The increase is a direct result of higher
volume of shipments, an increase in the technology level of product mix and
improvements in operating efficiencies. The Company believes that the potential
exists for a shortage of materials in the industry, which could have an adverse
impact on future unit costs.
Selling, general and administrative (SG&A) expenses, as a percent of net
sales, decreased to 10.4% in the first quarter of 1996 as compared to 11.5% in
the first quarter of 1995 due to increased revenue. SG&A expenses increased from
$6.5 million in the first quarter of 1995 to $7.9 million in the first quarter
of 1996, as a result of increased variable costs directly attributable to
increased net sales and charges for environmental related matters. Included in
SG&A expenses are charges for actual expenditures and accruals, based on
estimates, for environmental matters. During the first quarter of 1996 and 1995,
the Company made, and charged to SG&A expenses, actual payments of approximately
$117,000 and $374,000, respectively, for environmental matters. In the first
quarter of 1996 and 1995, the Company also accrued and charged to SG&A expenses
approximately $700,000 and $305,000, respectively, as cost estimates relating to
known environmental matters. To the extent and in amounts Hadco believes
circumstances warrant, it will continue to accrue and charge to SG&A expenses
cost estimates relating to environmental matters. Management believes the
ultimate disposition of known environmental matters will not have a material
adverse effect upon the liquidity, capital resources, business or consolidated
financial position of the Company. However, one or more of such environmental
matters could have a significant negative impact on the Company's consolidated
financial results for a particular reporting period.
11
<PAGE> 12
Interest income increased in the first quarter of 1996 as compared to the
first quarter of 1995 due to higher average cash balances available for
investing.
Interest expense decreased in the first quarter of 1996 as compared to the
first quarter of 1995 due to a decrease in outstanding debt.
Income Taxes
- ------------
In accordance with generally accepted accounting principles, the Company
has provided for income taxes in the first quarter at its estimated annual
effective rate. The Company presently anticipates that the effective annual rate
of income taxes for 1996 will be 39.00%, which is less than the current combined
federal and state statutory rates. This difference is caused by tax advantaged
investment income, the tax benefit of a Foreign Sales Corporation (FSC), and
various state investment tax credits. The effective tax rate for 1996 is based
on current tax laws.
Liquidity and Capital Resources
- -------------------------------
At January 27, 1996, the Company's working capital was $41.7 million,
including cash, cash equivalents and short-term investments of $34.7 million, as
compared to working capital of $41.0 million, including cash, cash equivalents
and short-term investments of $36.5 million, at October 28, 1995.
<TABLE>
At January 27, 1996, the following lines of credit were available to the
Company:
<CAPTION>
(in thousands)
<S> <C>
Leasing Line of Credit $ 4,386
Revolving/Term Lines of Credit 25,000
-------
Total Credit Available $29,386
=======
</TABLE>
The Company believes that the available cash balances, together with cash
flow from operations, will be sufficient to meet the Company's cash requirements
through its fiscal year ending October 26, 1996.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
None
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Hadco Corporation
Date: March 4, 1996 By: Timothy P. Losik
Chief Financial Officer,
Vice President
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE HADCO CORPORATION FOR THE THREE MONTHS ENDED
JANUARY 27, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-26-1996
<PERIOD-START> OCT-29-1995
<PERIOD-END> JAN-27-1996
<EXCHANGE-RATE> 1
<CASH> 21,471
<SECURITIES> 13,234
<RECEIVABLES> 37,112
<ALLOWANCES> 850
<INVENTORY> 14,470
<CURRENT-ASSETS> 94,246
<PP&E> 197,154
<DEPRECIATION> 119,787
<TOTAL-ASSETS> 173,528
<CURRENT-LIABILITIES> 52,524
<BONDS> 2,031
<COMMON> 509
0
0
<OTHER-SE> 110,450
<TOTAL-LIABILITY-AND-EQUITY> 173,528
<SALES> 76,481
<TOTAL-REVENUES> 76,481
<CGS> 56,999
<TOTAL-COSTS> 64,947
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (260)
<INCOME-PRETAX> 11,794
<INCOME-TAX> 4,603
<INCOME-CONTINUING> 7,191
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,191
<EPS-PRIMARY> .65
<EPS-DILUTED> 0
</TABLE>
