AMERICAN TECHNICAL CERAMICS CORP
10-Q, 1998-05-07
ELECTRONIC COMPONENTS & ACCESSORIES
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<PAGE>

                       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 MARCH 31, 1998

                                       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 1-9125
                         -----------------------------

                       AMERICAN TECHNICAL CERAMICS CORP.
                       ---------------------------------
             (Exact name of Registrant as specified in its charter)




         DELAWARE                                      11-2113382
- ---------------------------------          -----------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)          


17 STEPAR PLACE, HUNTINGTON STATION, NY                 11746
- ----------------------------------------               -------
(Address of principal executive offices)              (Zip Code)


                                  516-622-4700
                    ---------------------------------------
                    (Telephone number, including area code)

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
                                      --------   -----------

As of April 17, 1998, the Registrant had outstanding 3,900,410 shares of Common
Stock, par value $.01 per share.

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                  March 31, 1998   June 30, 1997
                                                                  --------------   -------------
                                                                          (In thousands)
<S>                                                                    <C>             <C>
ASSETS
Current Assets:
  Cash (including cash equivalents of
    approximately $1,068 and
    $1,749, respectively)                                               3,583           3,500
  Marketable Securities                                                 6,064           3,457
  Accounts receivable,net                                               4,373           4,520
  Inventories                                                           9,409           9,027
  Deferred income taxes                                                   438             438
  Other                                                                   463             519
                                                                    ----------     -----------
                       TOTAL CURRENT ASSETS                            24,330          21,461
                                                                    ----------     -----------

Property, Plant and Equipment,net of
  depreciation and amortization of
  $18,393 and $16,492, respectively                                    16,250          15,404
Other Assets                                                              306             259
                                                                    ----------     -----------
                           TOTAL ASSETS                                40,886          37,124
                                                                    ==========     ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Current portion of long-term debt                                       927             902
  Accounts payable                                                      1,094             834
  Accrued expenses                                                      3,271           2,861
  Income taxes payable                                                    713             571

                                                                    ----------     -----------
                     TOTAL CURRENT LIABILITIES                          6,005           5,168
                                                                    ----------     -----------

Long-term debt                                                          3,125           3,825

Deferred income taxes                                                   1,585           1,528

                                                                    ----------     -----------
                        TOTAL LIABILITIES                               10,715         10,521
                                                                    ----------     -----------

STOCKHOLDERS' EQUITY:

  Common stock---$.01 par value; authorized
  20,000,000 shares; issued 4,067,979 shares                               41              41
  Capital in excess of par value                                        6,583           6,533
  Retained earnings                                                    24,033          20,680
  Unrealized gain on investments available-for-sale, net                  170              65
  Less: Treasury stock, at cost (168,412 and
            176,218 shares, respectively)                                 615             599
            Deferred compensation                                          36             106
            Cumulative foreign currency translation adjustment              5              11
                                                                    ----------     -----------
                    TOTAL STOCKHOLDERS' EQUITY                         30,171          26,603
                                                                    ----------     -----------

                                                                    ----------     -----------
                                                                       40,886          37,124
                                                                    ==========     ===========
</TABLE>
                                      -2-
<PAGE>

               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS


<TABLE>
<CAPTION>

                                                              FOR THE QUARTER ENDED MARCH 31,    FOR THE NINE MONTHS ENDED MARCH 31,

                                                                     1998           1997                       1998           1997
                                                                     ----           ----                       ----           ----
                                                                               (In thousands except per share data)

<S>                                                                <C>            <C>                       <C>            <C>    
Net sales                                                          $9,924         $9,541                    $30,703        $26,467
Cost of goods sold                                                  6,115          5,688                     17,847         16,801
                                                               -----------    -----------                -----------    -----------
   Gross profit                                                     3,809          3,853                     12,856          9,666
                                                               -----------    -----------                -----------    -----------

Selling, general and administrative expenses                        2,183          1,820                      6,410          5,197
Research and development expenses                                     441            309                      1,271          1,007
                                                               -----------    -----------                -----------    -----------
   Operating expenses                                               2,624          2,129                      7,681          6,204
                                                               -----------    -----------                -----------    -----------
   Income from operations                                           1,185          1,724                      5,175          3,462
                                                               -----------    -----------                -----------    -----------
Other expense (income):
   Interest expense                                                   103             91                        324            289
   Interest income                                                   (148)           (67)                      (373)          (171)
   Other                                                              (12)             1                        (15)             6
                                                               -----------    -----------                -----------    -----------
                                                                      (57)            25                        (64)           124
                                                               -----------    -----------                -----------    -----------

   Income before provision for income taxes                         1,242          1,699                      5,239          3,338

Provision for income taxes                                            450            552                      1,886          1,139
                                                               -----------    -----------                -----------    -----------
   Net income                                                        $792         $1,147                     $3,353         $2,199
                                                               ===========    ===========                ===========    ===========

Basic net income per common share                                   $0.20          $0.29                      $0.86          $0.57
                                                               ===========    ===========                ===========    ===========

Diluted net income per common share                                 $0.20          $0.29                      $0.83          $0.56
                                                               ===========    ===========                ===========    ===========
Basic weighted average common
shares outstanding                                                  3,898          3,888                      3,896          3,886
                                                               ===========    ===========                ===========    ===========
Diluted weighted average common
shares outstanding                                                  4,020          3,909                      4,032          3,906
                                                               ===========    ===========                ===========    ===========




</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                      -3-

<PAGE>

               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
 
                                                             FOR THE NINE MONTHS ENDED MARCH 31,

                                                                  1998           1997
                                                                  ----           ----
                                                                      (In thousands)
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                        
    Net income                                                  $3,353         $2,199
    Adjustments to reconcile net income to net cash          
     provided by operating activities:                       
        Depreciation and amortization                            1,581          1,400
        Gain on disposal of fixed assets                           (15)             6
        Stock award compensation expense                            70            112
        Provision for doubtful accounts receivable                                 30
    Changes in operating assets and liabilities:             
        Accounts receivable, net                                   148            205
        Inventories                                               (366)          (119)
        Other assets, net                                         (195)          (122)
        Accounts payable, and accrued expenses                     670              4
        Income taxes payable                                       329             (9)
                                                              ---------      ---------
    Net cash provided by operating activities                    5,575          3,705
                                                              ---------      ---------
                                                             
CASH FLOWS FROM INVESTING ACTIVITIES:                        
         Capital expenditures                                   (2,455)        (1,255)
         Purchase of investments                                (2,445)        (1,206)
         Proceeds from sale of fixed assets                         46              4
                                                              ---------      ---------
   Net cash used in investing activities                        (4,854)        (2,457)
                                                              ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:                        
         Repayment of long-term debt                              (675)          (630)
         Payments to acquire treasury stock                        (16)           (64)
         Issuance of stock                                          50              3
                                                              ---------      ---------
   Net cash used in financing activities                          (641)          (692)
                                                              ---------      ---------
                                                             
        Effect of exchange rate changes on cash                      3             46
                                                              ---------      ---------
          Net increase in cash and cash equivalents                 83            602
                                                             
CASH AND CASH EQUIVALENTS, beginning of period                   3,500          2,661
                                                              ---------      ---------
CASH AND CASH EQUIVALENTS, end of period                        $3,583         $3,263
                                                              =========      =========
                                                             

</TABLE>

See accompanying notes to unaudited consolidated financial statements.
 
 
                                      -4-

<PAGE>



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



(1) PRINCIPLES OF CONSOLIDATION:

         The accompanying unaudited interim consolidated financial statements
of American Technical Ceramics Corp. and Subsidiaries (the "Registrant")
reflect all adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary for a fair presentation of its
consolidated financial position as of March 31, 1998 and the results of its
operations for the quarter and nine months ended March 31, 1998 and 1997. These
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to consolidated financial statements
included in the Registrant's Annual Report to Stockholders for the year ended
June 30, 1997. Results for the nine months ended March 31, 1998 are not
necessarily indicative of results which could be expected for the entire year.


(2) INVENTORIES:

         Inventories included in the accompanying consolidated financial
statements consist of the following:


                                       Mar. 31       June 30,
                                        1998          1997
                                        (in thousands)
                                   ------------   -----------
         Raw materials                  $3,068     $2,635
         Work-in-process                 3,498      3,498
         Finished goods                  2,843      2,894
                                      --------    --------
                                        $9,409     $9,027
                                       =======    ========



(3) EARNINGS PER SHARE:

         Statement of Financial Accounting Standards No. 128 Earnings Per Share
("SFAS No. 128") establishes new standards for computing and presenting
earnings per share ("EPS") and applies to all entities with publicly held
common stock. SFAS No. 128 replaces the presentation of primary EPS with a
presentation of basic EPS and requires a dual presentation of basic and diluted
EPS on the face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerators and denominators of
the basic and diluted EPS computations. This


                                       5

<PAGE>



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Statement is effective for financial statements issued for periods ending after
December 15, 1997. The Registrant has adopted SFAS No. 128 and therefore has
calculated current periods' EPS in accordance with this new standard.
Accordingly, all prior periods' EPS data have been restated to furnish
comparative information.

<TABLE>
<CAPTION>
                                                 FOR THE QUARTER ENDED MARCH 31, 1998     FOR THE QUARTER ENDED MARCH 31, 1997
                                                 ------------------------------------     ------------------------------------
                                                 INCOME         SHARE        PER-SHARE     INCOME        SHARE          PER-SHARE
                                               (NUMERATOR)    (DENOMINATOR)    AMOUNT    (NUMERATOR)  (DENOMINATOR)       AMOUNT 
                                               -----------    -------------  ---------   -----------  -------------     ---------
<S>                                            <C>             <C>             <C>        <C>           <C>                <C>
BASIC EPS
Net income available to 
 common stockholders                           $792,000         3,898,000      $.20       $1,147,000     3,888,000         $.29
                                                                               ====                                        ====
EFFECT OF DILUTIVE SECURITIES                                        
Stock Options                                                     116,000                                       --     
Stock Awards                                                        6,000                                   21,000              
                                                                ---------                                ---------           
DILUTED EPS
Net income available to
 common stockholders +
 diluted shares                                $792,000         4,020,000      $.20       $1,147,000     3,909,000         $.29
                                               ========         =========      ====       ==========     =========         ====

<CAPTION>

                                           FOR THE NINE MONTHS ENDED MARCH 31, 1998        FOR THE NINE MONTHS ENDED MARCH 31, 1997
                                           ----------------------------------------        ----------------------------------------
                                            INCOME        SHARE          PER-SHARE           INCOME         SHARE       PER-SHARE
                                          (NUMERATOR)  (DENOMINATOR)      AMOUNT           (NUMERATOR)   (DENOMINATOR)   AMOUNT   
                                          -----------  -------------     ---------         -----------   -------------  --------- 
<S>                                      <C>           <C>                <C>             <C>             <C>              <C>
BASIC EPS
Net income available to
 common stockholders                     $3,353,000     3,896,000          $.86            $2,199,000      3,886,000        $.57
                                                                           ====                                             ====
EFFECT OF DILUTIVE SECURITIES
Stock Options                                             130,000                                                 --     
Stock Awards                                                6,000                                             20,000 
                                                        ---------                                          ---------
DILUTED EPS
Net income available to
 common stockholders +
 diluted shares                          $3,353,000     4,032,000          $.83            $2,199,000      3,906,000        $.56
                                         ==========     =========          ====            ==========      =========        ====

</TABLE>

                                       6

<PAGE>



               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

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 consolidated financial statements, related notes and other information
included in this Quarterly Report on Form 10-Q.

         Statements in this Quarterly Report on Form 10-Q that are not
historical fact may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All such
forward-looking statements are subject to risks and uncertainties, including,
but not limited to, the impact of competitive products, product demand and
market acceptance risks, fluctuations in operating results and delays in
development of highly complex products and the other matters listed in the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1997
under caption "Cautionary Statements Regarding Forward-Looking Statements" and
in the Registrant's other filings with the Securities and Exchange Commission.
These risks could cause the Registrant's actual results for future periods to
differ materially from those expressed in any forward- looking statements made
by the Registrant.


RESULTS OF OPERATIONS
- ---------------------

Three Months Ended March 31, 1998
Compared with Three Months Ended March 31, 1997
- -----------------------------------------------

         Net sales for the three months ended March 31, 1998 increased 4% to
$9,924,000 as compared to net sales of $9,541,000 for the comparable quarter in
the prior fiscal year. This increase was primarily attributable to increases in
domestic sales of commercial capacitors and in sales of Thin Film products
worldwide, while sales of capacitors into the commercial foreign market and
hi-rel products remained at comparable levels. The Registrant experienced a
slowing of marketplace activity in the third quarter of the current fiscal year
relative to the previous two quarters which was attributable at least in part
to the "current situation in Asia". Order bookings continued through April at
rates similar to those experienced in the third quarter. Based upon order
bookings to date, the Registrant expects revenues for the fourth quarter of the
current fiscal year to be below the comparable quarter of the prior fiscal
year. The backlog of unfilled orders was $7,131,000 at March 31, 1998, compared
to $7,618,000 at March 31, 1997 and $7,721,000 at June 30, 1997.

         Gross margin for the three months ended March 31, 1998 was 38.4% of
net sales as compared to 40.4% for the comparable quarter in the prior fiscal
year. The lower gross margin reported for the third quarter as compared to the
comparable quarter in the prior fiscal year was due to increases in
manufacturing personnel (principally in Florida) and lower average selling
prices.


                                       7

<PAGE>


               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

RESULTS OF OPERATIONS, continued
- --------------------------------

         Total operating expenses for the three months ended March 31, 1998
increased 23% to $2,624,000 as compared to $2,129,000 in the comparable period
in the prior fiscal year. Selling, general and administrative expenses for the
three months ended March 31, 1998 increased 20% to $2,183,000 as compared to
$1,820,000 in the comparable period in the prior fiscal year. The increase in
selling, general and administrative expenses was due to increases in sales and
administrative personnel and increases in advertising and promotional
activities.

         Research and development expenses for the three months ended March 31,
1998 increased 43% to $441,000 as compared to $309,000 in the comparable period
in the prior fiscal year. The increase in research and development expenses was
primarily the result of higher salary expense due to an increase in research
and development personnel. The Registrant expects that expenditures for
research and development will continue at least at current levels throughout
the remainder of the current fiscal year.

         As a result of the foregoing, net income for the three months ended
March 31, 1998 was $792,000, or $.20 per common share ($.20 per common share
assuming dilution), compared to net income of $1,147,000, or $.29 per common
share ($.29 per common share assuming dilution), for the comparable period in
the prior fiscal year.


Nine Months Ended March 31, 1998
Compared with Nine Months Ended March 31, 1997
- ----------------------------------------------

         Net sales for the nine months ended March 31, 1998 increased 16% to
$30,703,000 as compared to net sales of $26,467,000 for the comparable period
in the prior fiscal year. The increase in sales was primarily the result of a
significant increase in demand during the first and second quarters for
commercial products in both domestic and foreign markets.

         Gross margin for the nine months ended March 31, 1998 was 42% of net
sales as compared to 37% for the comparable period in the prior fiscal year.
The higher gross margin in the current period was primarily attributable to
production efficiencies afforded by higher sales levels during the first and
second fiscal quarters and the full effects of process improvements which had
not yet been fully implemented during the nine months ended March 31, 1997.


                                       8

<PAGE>


               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)


RESULTS OF OPERATIONS, continued
- --------------------------------

         Total operating expenses for the nine months ended March 31, 1998
increased 24% to $7,681,000 as compared to $6,204,000 in the comparable period
in the prior fiscal year. Selling, general administrative expenses for the nine
months ended March 31, 1998 increased 23% to $6,410,000 as compared to
$5,197,000 in the comparable period in the prior fiscal year, primarily as a
result of the higher levels of sales and increases in staff. Increased selling
expenses included higher salary expense, primarily as a result of increases in
sales personnel, higher commissions to representatives and expenses relating to
advertising and promotion activities. The increase in general and
administrative expenses is attributable to increases in personnel, higher
professional fees and increased bonus accruals due to higher pretax profits.

         Research and development expenses for the nine months ended March 31,
1998 increased 26% to $1,271,000 as compared to $1,007,000 in the comparable
period in the prior fiscal year. The increase in research and development
expenses was primarily the result of higher salary expense due to an increase
in research and development personnel and higher expenses for supplies to
support the increased research and development activity.

         As a result of the foregoing, net income amounted to $3,353,000, or
approximately $.86 per common share ($.83 per common share assuming dilution),
for the nine months ended March 31, 1998 compared to net income of $2,199,000,
or approximately $.57 per common share ($.56 per common share assuming
dilution), for the comparable period in the prior fiscal year.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

         The Registrant's financial position at March 31, 1998 remains strong
as evidenced by working capital of $18,325,000 and stockholders' equity of
$30,171,000. The Registrant's current ratio at March 31, 1998 was 4.1:1 as
compared to a current ratio of 4.2:1 at June 30, 1997. The Registrant's quick
ratio at March 31, 1998 was 2.5:1 as compared to a quick ratio of 2.4:1 at June
30, 1997.




                                       9

<PAGE>


               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES, continued
- ------------------------------------------

         Cash and investments increased by $2,690,000 to $9,647,000 at March
31, 1998 from $6,957,000 at June 30, 1997, primarily as a result of the net
income for the nine months ended March 31, 1998. Accounts receivable decreased
by $147,000 to $4,373,000 at March 31, 1998 from $4,520,000 at June 30, 1997.
Inventories increased by $382,000 to $9,409,000 at March 31, 1998 from
$9,027,000 at June 30, 1997. Accounts payable and accrued expenses increased by
$670,000 to $4,365,000 at March 31, 1998 from $3,695,000 at June 30, 1997,
primarily as a result of increased expenses related to the higher levels of
sales. Income taxes paid in the nine month period ended March 31, 1998 were
$1,616,000.

         In September 1996, the Registrant secured a $2,000,000 revolving
line-of-credit from Barnett Bank of Jacksonville, N.A. ("Barnett"). The
line-of-credit is subject to certain fees on the unused portion while the
outstanding balance bears interest at a rate equal to Barnett's prime rate
minus one-half percent (1/2%). Borrowings under the line-of-credit are subject
to, among other things, continued compliance with certain financial covenants,
including maintenance of asset and liability percentage ratios. There is
currently no balance outstanding under this line-of-credit.

          Capital expenditures for the nine months ended March 31, 1998 totaled
$2,455,000 of which $1,498,000 was for machinery and equipment. The Registrant
intends to use cash on hand and funds generated from operations to finance
budgeted capital expenditures of approximately $550,000 for the remainder of
fiscal year 1998, primarily for additions to and replacement of machinery and
equipment.

         In June 1990, the Registrant announced a stock purchase program
pursuant to which it is authorized to purchase up to $1,000,000 of its Common
Stock. As of March 31, 1998, the Registrant has expended approximately $805,000
to purchase an aggregate of 308,400 shares under this program.


                                       10

<PAGE>




               AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

                          PART II - OTHER INFORMATION

ITEMS 1. THROUGH 5. Not Applicable
                    --------------

ITEM 6. Exhibits and Reports on Form 8-K
        --------------------------------

     (a) Exhibits:
         Unless otherwise indicated, the following exhibits were filed as part
of the Registrant's Registration Statement on Form S-18 (No. 2-96925-NY) and
are incorporated herein by reference to the same exhibit thereto:

<TABLE>
<CAPTION>

EXHIBIT NO.   DESCRIPTION
- ----------    -----------
<S>             <C>                                               
  3(a)(i)    - Certificate of Incorporation of the Registrant.
  3(a)(ii)   - Amendment to Certificate of Incorporation.  (1)
  3(b)(i)    - By-laws of the Registrant.
  9(a)(i)    - Restated Shareholders' Agreement, dated April 15, 1985, among
               Victor Insetta, Joseph Mezey, Joseph Colandrea and the
               Registrant.
  10(b)(i)   - Lease Agreement between Victor Insetta and the Registrant for premises at 15 Stepar
               Place, Huntington Station, N.Y.
  10(b)(ii)  - Amendment to Lease Agreement, dated May 8, 1984, but effective
               as of July 14, 1981, between Victor Insetta, d/b/a Stepar Leasing
               Company, and the Registrant.
  10(b)(iii) - Amendment to Lease Agreement, dated June 15, 1987, but effective as of May 1,
               1987, between Victor Insetta, d/b/a Stepar Leasing Company, and the Registrant.  (2)
  10(b)(iv)  - Amendment to Lease Agreement, dated February 9, 1989, between Victor Insetta,
               d/b/a  Stepar Leasing Company, and the Registrant.  (3)
  10(b)(v)   - Amendment to Lease Agreement, as of January 1, 1997, between Victor Insetta, d/b/a
               Stepar Leasing Company, and the Registrant.  (4)
  10(c)(i)   - 1985 Employee Stock Sale Agreement between the Registrant and various employees.
  10(c)(ii)  - Form of Employee Stock Bonus Agreement, dated as of July 1, 1993, between the
               Registrant  and various employees.  (5)
  10(c)(iii) - Form of Employee Stock Bonus Agreement, dated as of April 19, 1994, between the
               Registrant and various employees.  (5)
  10(c)(iv)  - Form of Employee Stock Bonus Agreement, dated as of April 20, 1995, between the
               Registrant and various employees.  (1)
  10(e)      - Amended and Restated Lease, effective as of July 1, 1996, between V.P.I. Properties
               Associates, d/b/a V.P.I. Properties Associates, Ltd., and American Technical
               Ceramics (Florida), Inc.  (4)
  10(f)      - Purchase Agreement, dated May 31, 1989, by and among Diane LaFond Insetta
               and/or Victor D. Insetta, as custodians for Danielle and Jonathan Insetta, and

</TABLE>


                                       11

<PAGE>

              AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES

<TABLE>
<CAPTION>

<S>          <C> 
              American Technical Ceramics Corp., and amendment thereto, dated July 31, 1989.
              (3)
  10(g)(iii)- Profit Bonus Plan, dated April 19, 1995, and effective for the fiscal years beginning
              July 1, 1994.  (1)
  10(g)(iv) - Employment Agreement, dated April 3, 1985, between Victor Insetta and the
              Registrant, as amended.  (6)
  10(h)     - Loan Agreement, dated September 27, 1994, between the Registrant and Barnett
              Bank of Jacksonville, N.A.  (5)
  10(i)     - Secured Commercial Note, dated as of February 17, 1995, between the Registrant and
              European American Bank.  (1)
  10(j)     - Secured Commercial Note, dated as of February 17,  1995, between the Registrant
              and European American Bank.  (1)
  10(k)(i)  - Letters of Agreement, dated June 26, 1996 and August 22, 1996, between the
              Registrant and Stuart P. Litt.  (7)
  10(k)(ii) - Letter Agreement, dated September 11, 1997, between the Registrant and Stuart P.
              Litt.  (8)
  10(l)     - Loan Agreement, dated September 25, 1996, between the Registrant and Barnett
              Bank, N.A.  (9)
  10(m)     - American Technical Ceramics Corp. 1997 Stock Option Plan.  (8)
  21        - Subsidiaries of the Registrant.  (6)
  27        - Financial Data Schedule.  (10)
</TABLE>

- --------------------

 1.  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1995.
 2.  Incorporated by reference to the Registrant's Annual Report on Form 10-K 
     for the fiscal year ended June 30, 1987.
 3.  Incorporated by reference to the Registrant's Annual Report on Form 10-K 
     for the fiscal year ended June 30, 1989.
 4.  Incorporated by reference to the Registrant's Form 10-Q for the quarterly
     period ended March 31, 1997.
 5.  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1994.
 6.  Incorporated by reference to the Registrant's Annual Report on Form 10-K
     for the fiscal year ended June 30, 1993.
 7.  Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
     for the fiscal year ended June 30, 1996.
 8.  Incorporated by reference to the Registrant's Annual Report on Form 10-K 
     for the fiscal year ended June 30, 1997.
 9.  Incorporated by reference to the Registrant's Form 10-Q for the quarterly
     period ended September 30, 1996.
10.  Filed herewith.

    (b) Reports on Form 8-K:
        No reports on Form 8-K were filed by the Registrant during
        the quarter ended March 31, 1998.


                                      12

<PAGE>

                 AMERICAN TECHNICAL CERAMICS CORP. AND SUBIDIARIES


                                   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.



                           AMERICAN TECHNICAL CERAMICS CORP.
                                       (Registrant)


DATE: May 1, 1998          BY:      /s/ VICTOR INSETTA
                                    ------------------
                                    Victor Insetta
                                    President and Director
                                    (Chief Executive Officer)




DATE: May 1, 1998          BY:      /s/ ANDREW R. PERZ
                                    ------------------
                                    Andrew R. Perz
                                    Controller
                                    Principal Financial Officer






                                       13




<TABLE> <S> <C>

<PAGE>


<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1998
<PERIOD-START>                             JUL-01-1997
<PERIOD-END>                               MAR-31-1998
<CASH>                                           3,583
<SECURITIES>                                     6,064
<RECEIVABLES>                                    4,373<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                      9,409
<CURRENT-ASSETS>                                24,330
<PP&E>                                          34,643
<DEPRECIATION>                                  18,393
<TOTAL-ASSETS>                                  40,886
<CURRENT-LIABILITIES>                            6,003
<BONDS>                                          3,125
                                0
                                          0
<COMMON>                                            41
<OTHER-SE>                                      30,131
<TOTAL-LIABILITY-AND-EQUITY>                    40,886
<SALES>                                          9,924
<TOTAL-REVENUES>                                 9,924
<CGS>                                            6,115
<TOTAL-COSTS>                                    8,739
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 103
<INCOME-PRETAX>                                  1,242
<INCOME-TAX>                                       450
<INCOME-CONTINUING>                                792
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       792
<EPS-PRIMARY>                                     0.20
<EPS-DILUTED>                                     0.20


<FN>
<F1>note: receivables shown net of allowance of 340
</FN>
        




</TABLE>


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