<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 DECEMBER 31, 1997
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)
<TABLE>
<CAPTION>
<S> <C>
DELAWARE 11-2113382
------------------------------------------------------------ ---------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
17 STEPAR PLACE, HUNTINGTON STATION, NY 11746
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
</TABLE>
516-547-5700
------------
(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 January 30, 1998, the Registrant had outstanding 3,897,967 shares of
Common Stock, par value $.01 per share.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, 1997 June 30, 1997
----------------- -------------
ASSETS (unaudited)
(In thousands )
<S> <C> <C>
CURRENT ASSETS:
Cash (including cash equivalents of approximately
$1,165 and $1,749, respectively) $3,616 $3,500
Investments 5,377 3,457
Accounts receivable, net 4,764 4,520
Inventories 8,980 9,027
Deferred income taxes 438 438
Other current assets 579 519
------------- -------------
Total current assets 23,754 21,461
------------- -------------
Property, plant and equipment, net of
depreciation and amortization of $17,924
and $16,942, respectively 15,878 15,404
Other assets, net 318 259
------------- -------------
$39,950 $37,124
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $922 $902
Accounts payable 882 834
Accrued expenses 3,019 2,861
Income taxes payable 918 571
------------- -------------
Total current liabilities 5,741 5,168
------------- -------------
LONG-TERM DEBT 3,357 3,825
DEFERRED INCOME TAXES 1,560 1,528
------------- -------------
Total liabilities 10,658 10,521
------------- -------------
STOCKHOLDERS' EQUITY:
Common stock- par value $.01;authorized 20,000,000 shares;
issued 4,067,979 shares 41 41
Capital in excess of par value 6,568 6,533
Retained earnings 23,241 20,680
------------- -------------
29,850 27,254
Unrealized gain on investments available-for-sale, net 137 65
Less: Treasury stock, at cost; 170,807 and 176,218 shares, respectively 612 599
Deferred compensation 57 106
Cumulative foreign currency translation adjustment 26 11
------------- -------------
Total stockholders' equity 29,292 26,603
------------- -------------
$39,950 $37,124
============= =============
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
-2-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED DECEMBER 31,
1997 1996 1997 1996
---- ---- ---- ----
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales $10,822 $8,637 $20,780 $16,926
Cost of goods sold 5,825 5,262 11,732 11,114
----------- ----------- ------------ --------
Gross profit 4,997 3,375 9,048 5,812
----------- ----------- ------------ --------
Selling, general and administrative expenses 2,229 1,888 4,227 3,377
Research and development expenses 441 324 830 697
----------- ----------- ------------ --------
Operating expenses 2,670 2,212 5,057 4,074
----------- ----------- ------------ --------
Income from operations 2,327 1,163 3,991 1,738
----------- ----------- ------------ --------
Other expense (income):
Interest expense 108 95 221 199
Interest income (135) (60) (225) (104)
Other (14) 10 (1) 4
----------- ----------- ------------ --------
(41) 45 (5) 99
----------- ----------- ------------ --------
Income before provision for income taxes 2,368 1,118 3,996 1,639
Provision for income taxes 851 401 1,435 587
----------- ----------- ------------ --------
Net income $1,517 $717 $2,561 $1,052
=========== =========== =========== ========
Basic net income per common share $0.39 $0.18 $0.66 $0.27
=========== =========== =========== =========
Diluted net income per common share $0.38 $0.18 $0.63 $0.27
=========== =========== =========== =========
Basic weighted average common
shares outstanding 3,896 3,885 3,894 3,885
=========== =========== =========== =========
Diluted weighted average common
shares outstanding 4,041 3,906 4,034 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 SIX MONTHS ENDED DECEMBER 31,
1997 1996
(IN THOUSANDS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $2,561 $1,052
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 984 933
Gain (loss) on disposal of fixed assets (1) 5
Stock award compensation expense 49 86
Provision for doubtful accounts receivable - 25
Changes in operating assets and liabilities:
Accounts receivable, net (249) 810
Inventories 59 14
Other assets, net (89) (186)
Accounts payable, and accrued expenses 206 (335)
Income taxes payable 347 (166)
--------- ---------
Net cash provided by operating activities 3,867 2,238
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,461) (766)
Purchase of investments (1,816) (499)
Proceeds from sale of fixed assets 5 3
--------- ---------
Net cash used in investing activities (3,272) (1,262)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (448) (420)
Payments to acquire treasury stock (28) (49)
Issuance of stock - 3
--------- ---------
Net cash used in financing activities (476) (466)
--------- ---------
Effect of exchange rate changes on cash (3) 85
--------- ---------
Net increase in cash and cash equivalents 116 595
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,500 2,661
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $3,616 $3,256
========= =========
</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 December 31, 1997 and the results of its
operations for the quarter and six months ended December 31, 1997 and 1996.
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 six months ended December 31, 1997 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:
Dec. 31, June 30,
1997 1997
---------- ----------
(in thousands)
Raw Materials $2,512 $2,635
Work-in-process 3,498 3,498
Finished goods 2,970 2,894
----- -----
$8,980 $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
5
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
reconciliation of the numerators and denominators of the basic and diluted EPS
computations. This 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 DECEMBER 31, 1997 FOR THE QUARTER ENDED DECEMBER 31, 1996
--------------------------------------- ---------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Net income available to
common stockholders $1,517,000 3,896,000 $.39 $717,000 3,885,000 $.18
=== ===
EFFECT OF DILUTIVE SECURITIES
Stock Options 142,000 --
Stock Grants 3,000 21,000
--------- ------
DILUTED EPS
Net income available to
common stockholders + $1,517,000 4,041,000 $.38 $717,000 3,906,000 $.18
assumed conversions ========== ========= ==== ======== ========= ====
</TABLE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED DECEMBER 31, 1997 FOR THE SIX MONTHS ENDED DECEMBER 31, 1996
------------------------------------------ ------------------------------------------
INCOME SHARES PER-SHARE INCOME SHARES PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------ --------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
BASIC EPS
Net income available to
common stockholders $2,561,000 3,894,000 $.66 $1,052,000 3,885,000 $.27
=== ===
EFFECT OF DILUTIVE SECURITIES
Stock Options 137,000 --
Stock Grants 3,000 21,000
--------- ------
DILUTED EPS
Net income available to
common stockholders + $2,561,000 4,034,000 $.63 $1,052,000 3,906,000 $.27
assumed conversions ========== ========= ==== ========== ========= ====
</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 December 31, 1997
Compared with Three Months Ended December 31, 1996
- --------------------------------------------------
Net sales for the three months ended December 31, 1997 increased 25%
to $10,822,000 as compared to net sales of $8,637,000 for the comparable
quarter in the prior fiscal year. This increase was primarily the result of a
significant increase in demand for commercial products in both domestic and
foreign markets. The backlog of unfilled orders was $7,552,000 at December 31,
1997 compared to $7,356,000 at December 31, 1996 and $7,721,000 at June 30,
1997.
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
- --------------------------------
Gross margin for the three months ended December 31, 1997 was 46.2% of
net sales as compared to 39.1% for the comparable quarter in the prior fiscal
year. The higher gross margin in the current quarter was primarily attributable
to production efficiencies afforded by higher sales levels, as well as a
product mix with a greater proportion of higher-margin products than has been
experienced in recent quarters. The Registrant believes product mix will
continue to vary from quarter to quarter. It is difficult to predict what
impact these variations will have on the Registrant's gross margins in the
future. The improvement in gross margin also reflects process improvements
which had not been fully implemented during the second quarter of fiscal
year 1997.
Total operating expenses for the three months ended December 31, 1997
increased 21% to $2,670,000 as compared to $2,212,000 in the comparable period
in the prior fiscal year. Selling, general and administrative expenses for the
three months ended December 31, 1997 increased 18% to $2,229,000 as compared to
$1,888,000 in the comparable period in the prior fiscal year, primarily as a
result of the higher levels of sales. Increased selling expenses included
higher salaries, commissions to representatives and expenses relating to
advertising and promotion activities. The increase in general and
administrative expense is attributable to higher salaries and bonus accruals
due to higher pretax profits.
Research and development expenses for the three months ended December 31,
1997 increased 36% to $441,000 as compared to $324,000 in the comparable period
in the prior 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 fiscal year 1998.
As a result of the foregoing, net income for the three months ended
December 31, 1997 was $1,517,000, or $.39 per common share ($.38 per common
share assuming dilution), compared to net income of $717,000, or $.18 per
common share ($.18 per common share assuming dilution), for the comparable
period in the prior fiscal year.
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
- --------------------------------
Six Months Ended December 31, 1997
Compared with Six Months Ended December 31, 1996
- ------------------------------------------------
Net sales for the six months ended December 31, 1997 increased 23% to
$20,780,000 as compared to net sales of $16,926,000 for the comparable period
in the prior fiscal year. The increased sales was primarily the result of a
significant increase in demand for commercial products in both domestic and
foreign markets.
Gross margin for the six months ended December 31, 1997 was 43.5% of
net sales as compared to 34.3% 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, product mix with
a greater proportion of higher-margin products than has been experienced in
recent quarters, and the full effects of process improvements which were not
fully implemented during the six months ended December 31, 1996.
Total operating expenses for the six months ended December 31, 1997
increased 24% to $5,057,000 as compared to $4,074,000 in the comparable period
in the prior fiscal year. Selling, general administrative expenses for the six
months ended December 31, 1997 increased 25% to $4,227,000 as compared to
$3,377,000 in the comparable period in the prior fiscal year, primarily as a
result of the higher levels of sales. Increased selling expenses included
higher salaries, higher commissions to representatives and expenses relating
to advertising and promotion activities. The increase in general and
administrative expenses is attributable to higher salaries and bonus accruals
due to higher pretax profits.
Research and development expenses for the six months ended December
31, 1997 increased 19% to $830,000 as compared to $697,000 in the comparable
period in the prior 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.
As a result of the foregoing, net income amounted to $2,561,000, or
approximately $.66 per common share ($.63 per common share assuming dilution),
for the six months ended December 31, 1997 compared to net income of
$1,052,000, or approximately $.27 per common share ($.27 per common share
assuming dilution) for the comparable period in the prior fiscal year.
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
- -------------------------------
The Registrant's financial position at December 31, 1997 remains
strong as evidenced by working capital of $18,013,000 and stockholders' equity
of $29,292,000. The Registrant's current ratio at December 31, 1997 was 4.1:1
as compared to a current ratio of 4.2:1 at June 30, 1997. The Registrant's
quick ratio at December 31, 1997 was 2.6:1 as compared to a quick ratio of
2.4:1 at June 30, 1997.
Cash and investments increased by $2,036,000 to $8,993,000 at December
31, 1997 from $6,957,000 at June 30, 1997 primarily as a result of the increase
in net income. Accounts receivable increased by $244,000 to $4,764,000 at
December 31, 1997 from $4,520,000 at June 30, 1997. Inventories decreased by
$47,000 to $8,980,000 at December 31, 1997 from $9,027,000 at June 30, 1997.
Accounts payable and accrued expenses increased by $206,000 to $3,901,000 at
December 31, 1997 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 six month period ended December 31, 1997 were $1,088,000.
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 six months ended December 31, 1997
totaled $1,460,000 of which $1,054,000 was for machinery and equipment. The
Registrant intends to use cash on hand and funds generated from operations to
finance additional budgeted capital expenditures of approximately $1.5 million
in 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 December 31, 1997, 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 3. Not Applicable
--------------
ITEM 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
At the Registrant's Annual Meeting of Stockholders held on November
21, 1997, the stockholders re-elected the following individuals, each of whom
was elected as a director of the Registrant at the last Annual Meeting, as
directors for one-year terms pursuant to the following votes:
For Against Abstain
--- ------- -------
Victor Insetta 3,896,522 0 900
Rubin Blumkin 3,896,522 0 900
O. Julian Garrard III 3,896,522 0 900
Stuart P. Litt 3,896,522 0 900
Chester E. Spence 3,896,522 0 900
The stockholders also approved a proposal to adopt the American
Technical Ceramics Corp. 1997 Stock Option Plan. The holders of 3,892,456
shares of Common Stock voted for the proposal, the holders of 3,546 shares of
Common Stock voted against the proposal and the holders of 1,420 shares of
Common Stock abstained from voting.
Finally, the stockholders ratified the appointment of KPMG Peat
Marwick LLP as the independent public accountants to audit the Registrant's
consolidated financial statements for the fiscal year ending June 30, 1998. The
holders of 3,896,522 shares of Common Stock voted for the ratification, no
holders of shares of Common Stock voted against the ratification and the
holders of 900 shares of Common Stock abstained from voting.
ITEM 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:
11
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
EXHIBIT NO. DESCRIPTION
- ---------- -----------
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
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)
12
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
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)
- --------------------
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 December 31, 1997.
13
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
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: January 30, 1998 BY: /s/ VICTOR INSETTA
------------------
Victor Insetta
President
(Chief Executive Officer)
DATE: January 30, 1998 BY: /s/ STUART P. LITT
-------------------
Stuart P. Litt
Senior Vice President -
Operations and Director
(Acting Principal Financial Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,616
<SECURITIES> 5,377
<RECEIVABLES> 4,764 <F1>
<ALLOWANCES> 0
<INVENTORY> 8,980
<CURRENT-ASSETS> 23,754
<PP&E> 33,802
<DEPRECIATION> 17,924
<TOTAL-ASSETS> 39,950
<CURRENT-LIABILITIES> 5,741
<BONDS> 3,357
0
0
<COMMON> 41
<OTHER-SE> 29,251
<TOTAL-LIABILITY-AND-EQUITY> 39,950
<SALES> 20,780
<TOTAL-REVENUES> 20,780
<CGS> 11,732
<TOTAL-COSTS> 16,789
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 221
<INCOME-PRETAX> 3,996
<INCOME-TAX> 1,435
<INCOME-CONTINUING> 2,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,561
<EPS-PRIMARY> 0.66
<EPS-DILUTED> 0.63
<FN>
<F1>note: receivables shown net of allowance of 340
</TABLE>
