<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
OCTOBER 3, 1998 0-13230
ALTRON INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 04-2464301
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
ONE JEWEL DRIVE, WILMINGTON, 01887
MASSACHUSETTS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(978) 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
October 3, 1998 was 15,639,827 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 -- October 3, 1998 and
January 3, 1998............................................ 3
Consolidated Income Statements -- Three and Nine Months
Ended October 3, 1998 and September 27, 1997............... 4
Consolidated Statements of Cash Flows -- Nine Months Ended
October 3, 1998 and September 27, 1997..................... 5
Notes to Consolidated Financial Statements.................. 6-7
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 8-10
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K........................... 11
Signatures................................................. 12
</TABLE>
2
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ALTRON INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA)
OCTOBER 3, JANUARY 3,
1998 1998
----------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 12,633 $ 11,926
Short-term investments..................................... 14,374 15,556
Accounts receivable, net................................... 26,468 25,781
Inventories................................................ 30,282 28,626
Other current assets....................................... 3,766 3,337
-------- --------
Total current assets..................................... 87,523 85,226
Property, plant and equipment, net........................... 72,696 65,311
Costs in excess of net assets of acquired company............ 2,977 3,184
Long-term investments........................................ 1,868 1,882
-------- --------
$165,064 $155,603
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Current portion of long-term debt.......................... $ 3,000 $ --
Accounts payable........................................... 14,244 16,455
Accrued payroll and other employee benefits................ 3,151 3,367
Other accrued expenses..................................... 2,512 2,269
-------- --------
Total current liabilities................................ 22,907 22,091
-------- --------
Long-term debt............................................... 4,600 7,600
-------- --------
Deferred income taxes........................................ 9,373 8,785
-------- --------
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 -- 15,875,408 and 15,726,769 shares................ 794 786
Paid-in capital............................................ 41,241 40,113
Retained earnings.......................................... 86,426 76,505
-------- --------
128,461 117,404
Less treasury stock, at cost (235,581 shares).............. 277 277
-------- --------
Total stockholders' investment........................... 128,184 117,127
-------- --------
$165,064 $155,603
======== ========
</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 NINE MONTHS ENDED
------------------------ ----------------------
OCTOBER 3, SEPTEMBER 27, OCTOBER SEPTEMBER 27,
1998 1997 3, 1998 1997
---------- ------------- -------- -------------
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER
SHARE DATA, UNAUDITED)
Net sales..................... $51,816 $41,541 $154,048 $125,269
Cost of sales................. 42,975 32,321 125,322 96,627
------- ------- -------- --------
Gross profit.................. 8,841 9,220 28,726 28,642
Selling, general and
administrative expenses....... 4,548 3,655 13,207 10,475
------- ------- -------- --------
Income from operations........ 4,293 5,565 15,519 18,167
Other income.................. 263 350 809 1,188
Interest expense.............. 53 3 60 29
------- ------- -------- --------
Income before provision for
income taxes.................. 4,503 5,912 16,268 19,326
Provision for income taxes.... 1,756 2,387 6,347 7,826
------- ------- -------- --------
Net income.................... $ 2,747 $ 3,525 $ 9,921 $ 11,500
======= ======= ======== ========
Basic earnings per share...... $ 0.18 $ 0.23 $ 0.64 $ 0.75
======= ======= ======== ========
Basic weighted average shares
outstanding................... 15,602 15,326 15,563 15,333
======= ======= ======== ========
Diluted earnings per share.... $ 0.17 $ 0.22 $ 0.62 $ 0.72
======= ======= ======== ========
Diluted weighted average
shares outstanding............ 15,988 16,133 15,996 16,069
======= ======= ======== ========
</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>
NINE MONTHS ENDED
------------------------
OCTOBER 3, SEPTEMBER 27,
1998 1997
---------- -------------
(IN THOUSANDS, UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income........................................... $ 9,921 $11,500
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 6,286 5,005
Deferred income taxes.............................. 588 1,823
Changes in current assets and liabilities:
Accounts receivable.............................. (687) (1,571)
Inventories...................................... (1,656) (9,505)
Other current assets............................. (429) (596)
Accounts payable................................. (2,211) 2,455
Accrued payroll and other employee benefits...... (216) (496)
Other accrued expenses........................... 243 (1,148)
------- -------
Net cash provided by operating activities............ 11,839 7,467
------- -------
Cash flows from investing activities:
Sales of investments, net............................ 1,196 6,002
Capital expenditures................................. (13,464) (18,697)
------- -------
Net cash used in investing activities................ (12,268) (12,695)
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock............... 1,136 873
------- -------
Net cash provided by financing activities............ 1,136 873
------- -------
Net change in cash and cash equivalents................ 707 (4,355)
Cash and cash equivalents, beginning of period......... 11,926 14,949
------- -------
Cash and cash equivalents, end of period............... $12,633 $10,594
======= =======
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest........................................... $ 400 $ 395
Income taxes....................................... 5,395 6,117
</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
provides total design and manufacturing capability for complete electronic
systems, including multilayer boards, backplanes and surface mount assemblies.
Altron is an ISO 9000 registered company serving the telecommunication, data
communication, computer, industrial and medical industries located in the
United States and Europe. The Company has four plants located in Massachusetts
and Northern California.
(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 nine months
ended October 3, 1998 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 January 3, 1998 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) NEW ACCOUNTING PRONOUNCEMENTS
Effective January 4, 1998, the Company adopted the provisions of SFAS No.
130, Reporting Comprehensive Income. The Company's total comprehensive income
for the periods presented was the same as reported net income.
On March 4, 1998, Statement of Position (SOP) 98-1, Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use was issued and on
April 9, 1998, SOP 98-5, Reporting on the Costs of Start-Up Activities was
issued. Both SOPs will be adopted by the Company at the beginning of fiscal
year 1999 and are not anticipated to have a material impact on the Company's
financial position or results of operations.
(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
consisted of $13.2 million of raw materials and $17.1 million of work-in-
process as of October 3, 1998 and $15.3 million of raw materials and $13.3
million of work-in-process as of January 3, 1998.
6
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(5) EARNINGS PER SHARE
Calculations of basic and diluted earnings per share information are as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------ -----------------------
OCTOBER 3, SEPTEMBER 27, OCTOBER 3 SEPTEMBER 27,
1998 1997 1998 1997
---------- ------------- --------- -------------
(IN THOUSANDS, EXCEPT PER
SHARE DATA)
<S> <C> <C> <C> <C>
Net Income................ $ 2,747 $ 3,525 $ 9,921 $11,500
Basic weighted average
shares outstanding........ 15,602 15,326 15,563 15,333
Common stock equivalents.. 386 807 433 736
Diluted weighted average
shares outstanding........ 15,988 16,133 15,996 16,069
Basic earnings per share.. $ 0.18 $ 0.23 $ 0.64 $ 0.75
Diluted earnings per
share..................... $ 0.17 $ 0.22 $ 0.62 $ 0.72
</TABLE>
(6) SIGNIFICANT CUSTOMERS
One single customer accounted for 14.5% and 11.0% of net sales for the nine
month periods ended October 3, 1998 and September 27, 1997, respectively.
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 third quarter of 1998 were $51.8 million, as compared to
net sales of $41.5 million for the same quarter of 1997. Net sales for the
first nine months of 1998 were $154.0 million, as compared to $125.3 million
for the same period last year. The higher sales for both the third quarter and
first nine months of 1998 resulted principally from increased shipments of
value added assembly products to the Company's larger customers in the
communications and computer segments of the electronics industry.
Value added sales for the third quarter of 1998 were $41.0 million or
approximately 79% of net sales, compared to $30.7 million or approximately 74%
of net sales in the third quarter of 1997. Printed circuit board sales for the
third quarter of 1998 were $10.8 million or 21% of net sales compared to $10.8
million or 26% of net sales in the third quarter of 1997. For the first nine
months of 1998, value added sales were $119.6 million or 78% of net sales
compared with $90.0 million or 72% for 1997. Printed circuit board sales for
the first nine months of 1998 were $34.4 million or 22% of net sales compared
to $35.3 million or 28% of net sales in the third quarter of 1997.
Gross margin as a percentage of net sales for the third quarter of 1998 was
17.1% as compared to 22.2% for the same period of 1997. For the first nine
months of 1998, gross margin was 18.6%, as compared to 22.9% for the same 1997
period. The decrease in gross margin as a percentage of net sales for the 1998
periods resulted primarily from a shift in shipment mix to lower margin
systems and printed circuit assembly products and pricing pressures related to
the printed circuit board business. Startup costs associated with major new
customer programs also contributed to the decrease but to a lesser extent. In
addition, higher depreciation and related facility costs resulting from the
Company's new backplane and systems facility and the continued investment in
facilities and equipment to further increase capacity and capabilities for the
printed circuit operation also impacted gross margins.
Selling, general and administrative expenses as a percentage of net sales
were 8.8% in the third quarters of 1998 and 1997. For the first nine months of
1998, selling, general and administrative expenses as a percentage of net
sales were 8.6%, as compared to 8.4% in 1997. The increase for the nine month
period resulted primarily from payroll and related expenses associated with
the development of a stronger program management and sales organization to
focus on further expanding the customer base. Secondarily, higher sales
expense resulted from increased commissionable sales made by independent sales
representatives.
The decrease in other income in the third quarter and first nine months of
1998 as compared to 1997 was principally due to lower cash balances available
for investment. Interest expense for the third quarter and first nine months
of 1998 was approximately the same as the respective 1997 periods.
The Company's effective tax rate for the third quarter and first nine months
of 1998 was 39%, as compared to approximately 40.5% for the same 1997 periods
principally due to increased tax credits.
LIQUIDITY AND CAPITAL RESOURCES
At October 3, 1998, the Company had working capital of $64.6 million and a
current ratio of 3.8, as compared to $63.1 million and 3.9 at January 3, 1998.
Cash and cash equivalents and short-term investments were $27.0 million at
October 3, 1998 and $27.5 million at January 3, 1998. Long-term investments at
October 3, 1998 and January 3, 1998 were $1.9 million. Capital expenditures
were $13.5 million for the first nine months of 1998, as compared to $18.7
million for the same period of 1997.
The Company's unsecured line of credit of $10.0 million was available in its
entirety at October 3, 1998. During the third quarter of 1998, the Company's
$3.0 million, three-year unsecured term loan with a maturity of August 16,
1999, became a current liability.
8
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
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 $2.0 million of
capital expenditures as of October 3, 1998.
MERGER
On September 2, 1998, Altron signed a definitive agreement to merge with
Sanmina Corporation. The proposed merger will be accounted for as a pooling of
interests. The merger is subject to the approval of Altron's shareholders at
the Special Meeting of the Stockholders of Altron Incorporated to be held on
November 30, 1998.
YEAR 2000 COMPLIANCE
The Company is in the process of assessing its systems and equipment to
determine the extent to which it may be adversely affected by Year 2000
issues. While there is still a significant amount of work to do, the Company
believes it is on track toward a timely completion. This overall assessment is
approximately 75% complete and the Company expects to complete the assessment
process by its 1998 fiscal year-end.
All of the major Enterprise Resource Planning (ERP) software systems in use
by the Company's value added business have been upgraded to software which is
Year 2000 compliant. The multilayer printed circuit board business, which
presently is not compliant, is planned to be upgraded to Year 2000 compliant
software during 1999. The finalization of the plan has been delayed until
after the planned merger with Sanmina Corporation. Currently, the multilayer
division has the ability to perform material requirement planning of sales
orders beyond the year 2000. To date, a complete inventory has been taken of
the Company's manufacturing equipment. A plan is in place for the compliance
testing of value-added manufacturing equipment, and where necessary, software
has been upgraded. The Company is in the process of completing a plan to
address the equipment testing in the multilayer-printed circuit board
business.
During 1998, Altron converted all of its Novell file servers and Unix
Database Servers to Year 2000 compliant versions of the operating systems. All
networking hardware is Year 2000 compliant. However, software upgrades are
required for full Year 2000 compliance, which are scheduled for 1999. During
1998, the Company has upgraded 80% of the noncompliant personal computers.
Based on its assessment to date, the Company believes it will not experience
any material disruption as a result of Year 2000 issues in its internal
manufacturing processes, information processing or interface with key
customers, or with processing orders and billing. However, if certain critical
third party providers, such as those supplying electricity, water or telephone
service, experience difficulties resulting in disruption of service to the
Company, a shutdown of the Company's operation at individual facilities could
occur for the duration of the disruption. The Company will begin the process
of surveying its significant customers and suppliers to determine the extent
to which Altron is vulnerable to those third parties' failures to resolve
their Year 2000 issues during the first quarter of 1999. At present, the
Company has not developed contingency plans but intends to determine whether
to develop any such plan early in fiscal year 1999. The finalization of the
plan will be completed after the merger with Sanmina Corporation. The failure
to correct a material Year 2000 problem could result in an interruption in, or
a failure of, certain normal business activities or operations. Such failures
could materially and adversely affect the Company's results of operations,
liquidity and financial condition. Due to the general uncertainty inherent in
the Year 2000 problem, resulting in part from the uncertainty of the Year 2000
readiness of third parties, the Company is unable to determine at this time
whether Year 2000 failures will have a material impact on the Company's
results of operations, liquidity or financial condition.
The Company is evaluating the total cost of Year 2000 compliance. To date,
Year 2000 costs are not considered by Altron to be material to its financial
conditions. At this time we estimate we will be required to
9
<PAGE>
incur expenditures of approximately $500,000 in order to complete Year 2000
Compliance. This amount includes the replacement of hardware, software and
other applications which are outdated and due for replacement regardless of
Year 2000 issues.
SUBSEQUENT EVENT
On October 14, 1998, the Company received a billing from the town of
Wilmington, Massachusetts of $2.7 million for sewer usage charges, including
accrued interest of $1.2 million dating back to 1981. The Company is
vigorously disputing the bill, has filed for an abatement with the Town of
Wilmington Water and Sewer Commission and has filed a complaint with the
Commonwealth of Massachusetts Superior Court. The Company does not believe
that the ultimate resolution of this matter will have a material impact on its
financial condition or results of operations.
10
<PAGE>
ALTRON INCORPORATED AND SUBSIDIARIES
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27--Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Form 8-K with the Securities and Exchange Commission
on September 4, 1998 which reported the Agreement and Plan of Merger
between the Company and Sanmina Corporation.
11
<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
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Samuel Altschuler Chairman of the Board of Directors November 12, 1998
---------------------------------- and President (principal
SAMUEL ALTSCHULER executive officer)
/s/ Burton Doo Executive Vice President and November 12, 1998
---------------------------------- Director, President, Altron Systems
BURTON DOO Corporation
/s/ Peter D. Brennan Vice President, Chief Financial November 12, 1998
---------------------------------- Officer and Treasurer
PETER D. BRENNAN (principal financial and accounting
officer)
</TABLE>
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> JAN-04-1998
<PERIOD-END> OCT-03-1998
<CASH> 12,633
<SECURITIES> 14,374
<RECEIVABLES> 27,268
<ALLOWANCES> 800
<INVENTORY> 30,282
<CURRENT-ASSETS> 87,523
<PP&E> 114,606
<DEPRECIATION> 41,910
<TOTAL-ASSETS> 165,064
<CURRENT-LIABILITIES> 22,907
<BONDS> 4,600
0
0
<COMMON> 794
<OTHER-SE> 127,390
<TOTAL-LIABILITY-AND-EQUITY> 165,064
<SALES> 154,048
<TOTAL-REVENUES> 154,048
<CGS> 125,322
<TOTAL-COSTS> 138,529
<OTHER-EXPENSES> (809)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 60
<INCOME-PRETAX> 16,268
<INCOME-TAX> 6,347
<INCOME-CONTINUING> 9,921
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,921
<EPS-PRIMARY> .64
<EPS-DILUTED> .62
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-START> DEC-29-1996
<PERIOD-END> SEP-27-1997
<CASH> 10,594
<SECURITIES> 13,844
<RECEIVABLES> 27,211
<ALLOWANCES> 800
<INVENTORY> 28,059
<CURRENT-ASSETS> 82,439
<PP&E> 94,093
<DEPRECIATION> 34,467
<TOTAL-ASSETS> 149,568
<CURRENT-LIABILITIES> 20,581
<BONDS> 7,600
0
0
<COMMON> 784
<OTHER-SE> 112,213
<TOTAL-LIABILITY-AND-EQUITY> 149,568
<SALES> 125,269
<TOTAL-REVENUES> 125,269
<CGS> 96,627
<TOTAL-COSTS> 107,102
<OTHER-EXPENSES> (1,188)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29
<INCOME-PRETAX> 19,326
<INCOME-TAX> 7,826
<INCOME-CONTINUING> 11,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,500
<EPS-PRIMARY> .75
<EPS-DILUTED> .72
</TABLE>
