<PAGE>
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED COMMISSION FILE NUMBER
JUNE 28, 1997 0-13230
ALTRON INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2464301
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE JEWEL DRIVE, WILMINGTON, 01887
MASSACHUSETTS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(508) 658-5800
FORMER NAME, FORMER ADDRESS AND FORMER
FISCAL YEAR, IF CHANGED SINCE LAST REPORT:
NONE
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
The number of shares of Common Stock of the Registrant outstanding as of
June 28, 1997 was 15,302,818 shares.
- -------------------------------------------------------------------------------
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<C> <S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheets -- June 28, 1997 and December
28, 1996.................................................... 3
Consolidated Income Statements -- Three and Six Months Ended
June 28, 1997 and June 29, 1996............................ 4
Consolidated Statements of Cash Flows -- Six Months Ended
June 28, 1997 and June 29, 1996............................ 5
Notes to Consolidated Financial Statements.................. 6-7
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders......... 9
ITEM 6. Exhibits and Reports on Form 8-K............................ 9
Signatures.................................................. 10
</TABLE>
2
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALTRON INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 28, DECEMBER 28,
1997 1996
----------- ------------
(IN THOUSANDS, EXCEPT SHARE DATA) (UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents........................... $ 11,347 $ 14,949
Short-term investments.............................. 17,008 19,481
Accounts receivable, net............................ 27,514 24,840
Inventories......................................... 24,130 18,554
Other current assets................................ 3,607 2,935
-------- --------
Total current assets.............................. 83,606 80,759
Property, plant and equipment, net.................... 55,660 45,727
Costs in excess of net assets of acquired company..... 3,323 3,461
Long-term investments................................. 4,696 4,614
-------- --------
$147,285 $134,561
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable.................................... $ 18,532 $ 12,965
Accrued payroll and other employee benefits......... 3,593 3,910
Other accrued expenses.............................. 1,942 2,895
-------- --------
Total current liabilities......................... 24,067 19,770
-------- --------
Long-term debt........................................ 7,600 7,600
-------- --------
Deferred income taxes................................. 6,631 6,567
-------- --------
Stockholders' investment:
Preferred stock, $1.00 par value --
Authorized -- 1,000,000 shares
Issued and outstanding -- none..................... -- --
Common stock, $.05 par value --
Authorized -- 40,000,000 shares
Issued -- 15,538,399 and 15,477,776 shares......... 777 774
Paid-in capital..................................... 38,674 38,289
Retained earnings................................... 69,813 61,838
-------- --------
109,264 100,901
Less treasury stock, at cost (235,581 shares)....... 277 277
-------- --------
Total stockholders' investment.................... 108,987 100,624
-------- --------
$147,285 $134,561
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- -----------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
1997 1996 1997 1996
--------- --------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)
<S> <C> <C> <C> <C>
Net sales............................. $ 40,560 $ 44,302 $83,728 $88,393
Cost of sales......................... 31,368 33,552 64,306 66,979
--------- --------- ------- -------
Gross profit.......................... 9,192 10,750 19,422 21,414
Selling, general and administrative
expenses............................. 3,457 3,085 6,820 6,215
--------- --------- ------- -------
Income from operations................ 5,735 7,665 12,602 15,199
Other income.......................... 403 465 838 923
Interest expense...................... 18 70 26 156
--------- --------- ------- -------
Income before provision for income
taxes................................ 6,120 8,060 13,414 15,966
Provision for income taxes............ 2,485 3,300 5,439 6,541
--------- --------- ------- -------
Net income............................ $ 3,635 $ 4,760 $ 7,975 $ 9,425
========= ========= ======= =======
Net income per common and common
equivalent share..................... $ .22 $ .30 $ .49 $ .59
========= ========= ======= =======
Weighted average common and common
equivalent shares outstanding........ 16,194 16,068 16,204 15,969
========= ========= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------
JUNE 28, JUNE 29,
1997 1996
-------- --------
(IN THOUSANDS, UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income............................................... $ 7,975 $ 9,425
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 3,330 2,604
Deferred income taxes.................................. 64 1,490
Changes in current assets and liabilities:
Accounts receivable.................................. (2,674) (2,252)
Inventories.......................................... (5,576) (2,247)
Other current assets................................. (672) (386)
Accounts payable..................................... 5,567 1,041
Accrued payroll and other employee benefits.......... (317) 193
Other accrued expenses............................... (953) (266)
-------- --------
Net cash provided by operating activities.................. 6,744 9,602
-------- --------
Cash flows from investing activities:
Sales (purchases) of investments, net.................... 2,391 (3,477)
Capital expenditures..................................... (13,125) (6,990)
-------- --------
Net cash used in investing activities...................... (10,734) (10,467)
-------- --------
Cash flows from financing activities:
Principal payments of long-term debt..................... -- (83)
Proceeds from issuance of common stock................... 388 693
-------- --------
Net cash provided by financing activities.................. 388 610
-------- --------
Net change in cash and cash equivalents.................... (3,602) (255)
Cash and cash equivalents, beginning of period............. 14,949 13,622
-------- --------
Cash and cash equivalents, end of period................... $ 11,347 $ 13,367
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest............................................... $ 267 $ 229
Income taxes........................................... 5,483 4,500
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BUSINESS
Altron Incorporated (the "Company") is a leading contract manufacturer of
interconnect products used in advanced electronic equipment. The Company
manufactures complex products in the mid-volume sector of the electronic
interconnect industry including custom-designed backplanes, surface mount
assemblies and total systems, as well as multilayer, high density printed
circuit boards. Altron's customers include a diversified base of manufacturers
in the telecommunication, data communication, computer, industrial and medical
systems segments of the electronics industry located in the United States and
Europe.
(2) INTERIM FINANCIAL STATEMENTS
In the opinion of the Company's management, these interim financial
statements contain all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation of the results for such
periods. The unaudited results of operations for the quarter and six months
ended June 28, 1997 are not necessarily an indication of the results of
operations for the full year.
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries, Altron Systems Corporation and
Altron Securities Corporation. All significant intercompany balances and
transactions have been eliminated in consolidation.
Printed circuit boards manufactured by the Company and used in its assembly
operations are included in contract manufacturing sales to customers. Printed
circuit board sales represent sales to third parties.
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 for the year ended December 28, 1996 as filed with the Securities and
Exchange Commission (Commission File No. 0-13230). These interim financial
statements should be read in conjunction with the financial statements
included in the Form 10-K.
(3) NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income per common and common equivalent share was computed based on the
weighted average number of common and common equivalent shares outstanding
during each period. Common equivalent shares include outstanding stock
options. Fully diluted net income per share has not been separately presented
as it would not be materially different from net income per share as
presented.
In March 1997, SFAS No. 128, Earnings Per Share, was issued which
established new standards for calculating and presenting earnings per share.
The Company will adopt this new standard in its fiscal year end 1997 financial
statements, which will require the reporting of diluted earnings per share and
basic earnings per share. For the quarters ended June 28, 1997 and June 29,
1996, diluted earnings per share were $0.22 and $0.30, respectively, and basic
earnings per share were $0.24 and $0.31, respectively. For the six months
ended June 28, 1997 and June 29, 1996, diluted earnings per share were $0.49
and $0.59 respectively, and basic earnings per share were $0.52 and $0.63,
respectively.
6
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(4) INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Cost includes materials, labor and manufacturing overhead. Inventories
are summarized as follows (in thousands, June 28, 1997, unaudited):
<TABLE>
<CAPTION>
JUNE 28, DECEMBER 28,
1997 1996
-------- ------------
<S> <C> <C>
Raw materials........................................ $13,205 $10,040
Work-in-process...................................... 10,925 8,514
------- -------
$24,130 $18,554
======= =======
</TABLE>
(5) SHORT-TERM DEBT
The Company has a $5,000,000 unsecured line of credit available with its
bank at the bank's prime rate. There were no borrowings outstanding under the
line of credit and the entire line was available at June 28, 1997 and December
28, 1996.
(6) SIGNIFICANT CUSTOMERS
Two customers accounted for 11% and 10% of net sales for the six month
period ended June 28, 1997. One customer accounted for 15% of net sales for
the six month period ended June 29, 1996.
7
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the second quarter of 1997 were $40.6 million, as compared to
net sales of $44.3 million for the same quarter of 1996. Net sales for the
first six months of 1997 were $83.7 million compared to $88.4 million for the
same period last year. The second quarter and six months of 1997 net sales
were below last year's comparable periods as a result of lower than
anticipated demand from several major customers. Late deliveries of critical
materials also impacted the second quarter.
Contract manufacturing sales for the second quarter of 1997 were $28.3
million and printed circuit board sales were $12.3 million compared with $34.8
million and $9.5 million, respectively, for the same 1996 period. For the
first six months of 1997, contract manufacturing sales were $59.3 million and
printed circuit board sales were $24.4 million, as compared to $67.9 million
and $20.5 million, respectively, for 1996.
Gross margin as a percentage of net sales for the second quarter of 1997 was
22.7% as compared to 24.3% for the same period in 1996. Gross margin as a
percentage of net sales for the first six months of 1997 was 23.2% as compared
to 24.2% for the same period in 1996. The Company's lower gross margin was
primarily the result of lower shipment levels and higher costs related to the
Company's recent expansion.
Selling, general and administrative expenses as a percentage of net sales
were 8.5% for the second quarter of 1997, as compared to 7.0% for the same
period of 1996. Selling, general and administrative expenses were 8.1% and
7.0% for the first six months of 1997 and 1996, respectively. The increase in
selling, general and administrative expenses as a percentage of net sales was
primarily due to the lower sales volume and higher expenses associated with
building a regional sales organization to focus on further expanding the
customer base.
Other income was lower for the second quarter and six months of 1997 mainly
due to lower cash balances available for investment. The lower interest
expense for the second quarter and first six months of 1997 was principally a
result of higher capitalized interest.
LIQUIDITY AND CAPITAL RESOURCES
At June 28, 1997, the Company had working capital of $59.5 million and a
current ratio of 3.5. Working capital included cash and cash equivalents and
short-term investments of $28.4 million. Long-term investments were $4.7
million at June 28, 1997.
At June 28, 1997, the Company had a $5,000,000 unsecured line of credit with
its bank, all of which was available.
The Company believes that its existing bank credit and working capital,
together with funds generated from operations, will be sufficient to satisfy
anticipated sales growth and investment in manufacturing facilities and
equipment. The Company had commitments for approximately $4.2 million of
capital expenditures as of June 28, 1997.
8
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At a Special Meeting of Stockholders held on May 22, 1997, the Company's
stockholders elected the Board of Directors to serve until the next Annual
Meeting of Stockholders. The Company solicited proxies for the Special Meeting
pursuant to Regulation 14 under the Securities Exchange Act. There was no
solicitation in opposition to the Company's nominees for Directors and all
nominees were elected.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27--Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter ended
June 28, 1997.
9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) 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.
Altron Incorporated
NAME TITLE DATE
/s/ Samuel Altschuler Chairman of the Board of August 5,
- --------------------------------- Directors and President 1997
SAMUEL ALTSCHULER (principal executive
officer)
/s/ Burton Doo Executive Vice President August 5,
- --------------------------------- and Director, President, 1997
BURTON DOO Altron Systems Corporation
/s/ Peter D. Brennan Vice President, Chief August 5,
- --------------------------------- Financial Officer and 1997
PETER D. BRENNAN Treasurer
(principal financial and
accounting officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 11,347
<SECURITIES> 17,008
<RECEIVABLES> 28,314
<ALLOWANCES> 800
<INVENTORY> 24,130
<CURRENT-ASSETS> 83,606
<PP&E> 88,921
<DEPRECIATION> 33,261
<TOTAL-ASSETS> 147,285
<CURRENT-LIABILITIES> 24,067
<BONDS> 7,600
0
0
<COMMON> 777
<OTHER-SE> 108,210
<TOTAL-LIABILITY-AND-EQUITY> 147,285
<SALES> 83,728
<TOTAL-REVENUES> 83,728
<CGS> 64,306
<TOTAL-COSTS> 71,126
<OTHER-EXPENSES> (838)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26
<INCOME-PRETAX> 13,414
<INCOME-TAX> 5,439
<INCOME-CONTINUING> 7,975
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,975
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.49
</TABLE>
