<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, 1999
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>
516-622-4700
------------
(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 May 4, 1999, the Registrant had outstanding 3,801,784 shares of Common
Stock, par value $.01 per share.
<PAGE>
PART 1 -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
MARCH 31, 1999 JUNE 30, 1998
---------------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash (including cash equivalents of $731 and $681, respectively) $ 1,746 $2,069
Investments 3,187 6,307
Accounts receivable, net 5,124 4,420
Inventories 12,345 10,884
Deferred income taxes 373 373
Other 390 281
------- -------
TOTAL CURRENT ASSETS 23,165 24,334
------- -------
Property, Plant and Equipment, net of accumulated depreciation and
amortization of $20,695 and $18,853, respectively 18,768 17,703
Other Assets 213 292
------- -------
TOTAL ASSETS $42,146 $42,329
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 735 $ 917
Accounts payable 1,126 1,357
Accrued expenses 2,694 3,284
Income taxes payable 653 657
------- -------
TOTAL CURRENT LIABILITIES 5,208 6,215
------- -------
Long-term debt 3,741 3,338
Deferred income taxes 1,622 1,703
------- -------
TOTAL LIABILITIES 10,571 11,256
------- -------
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 6,865 6,601
Retained earnings 26,282 24,882
Other comprehensive income:
Unrealized gain on investments available-for-sale, net 40 183
Cumulative foreign currency translation adjustment (58) (9)
------- ---------
Accumulated other comprehensive income (18) 174
------- --------
Less: Treasury stock, at cost (266,195 and 165,301 shares, respectively) 1,595 611
Deferred compensation -- 14
------- --------
TOTAL STOCKHOLDERS' EQUITY 31,575 31,073
------- --------
$42,146 $42,329
======= ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-2-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
<TABLE>
<CAPTION>
FOR THE QUARTER FOR THE NINE MONTHS
ENDED MAR 31, ENDED MAR 31,
1999 1998 1999 1998
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net sales $ 9,954 $ 9,924 $ 27,097 $ 30,703
Cost of goods sold 5,666 6,115 17,354 17,847
-------- -------- -------- --------
Gross profit 4,288 3,809 9,743 12,856
-------- -------- -------- --------
Selling, general and administrative expenses 2,246 2,183 6,305 6,410
Research and development expenses 506 441 1,442 1,271
-------- -------- -------- --------
Operating expenses 2,752 2,624 7,747 7,681
-------- -------- -------- --------
-------- -------- -------- --------
Income from operations 1,536 1,185 1,996 5,175
-------- -------- -------- --------
Other expense (income):
Interest expense 109 103 310 324
Interest income (57) (148) (229) (373)
Other (1) (12) (238) (15)
-------- -------- -------- --------
51 (57) (157) (64)
-------- -------- -------- --------
Income before provision for income taxes 1,485 1,242 2,153 5,239
Provision for income taxes 519 450 753 1,886
-------- -------- -------- --------
Net income $ 966 $ 792 $ 1,400 $ 3,353
======== ======== ======== ========
Basic net income per common share $ 0.25 $ 0.20 $ 0.36 $ 0.86
======== ======== ======== ========
Diluted net income per common share $ 0.25 $ 0.20 $ 0.36 $ 0.83
======== ======== ======== ========
Basic weighted average common
shares outstanding 3,786 3,898 3,835 3,896
======== ======== ======== ========
Diluted weighted average common
shares outstanding 3,786 4,020 3,835 4,032
======== ======== ======== ========
</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 MAR 31,
1999 1998
---- ----
(IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 1,400 $ 3,353
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,925 1,581
Gain on disposal of fixed assets (12) (15)
Stock award compensation expense 178 70
Realized gain on sale of investments (257) --
Changes in operating assets and liabilities:
Accounts receivable, net (704) 148
Inventories (1,361) (366)
Other assets, net (30) (195)
Accounts payable and accrued expenses (610) 670
Income taxes payable (3) 329
------- -------
Net cash provided by operating activities 526 5,575
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,885) (2,455)
Purchase of investments (102) (2,445)
Proceeds from sale of investments 3,255 --
Proceeds from sale of fixed assets 13 46
------- -------
Net cash provided by (used in) investing activities 281 (4,854)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt 116 (675)
Payments to acquire treasury stock (1,198) (16)
Issuance of stock -- 50
------- -------
Net cash used in financing activities (1,082) (641)
------- -------
------- -------
Effect of exchange rate changes on cash (48) 3
------- -------
Net (decrease) increase in cash and cash equivalents (323) 83
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 2,069 3,500
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,746 $ 3,583
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
-4-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION:
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, 1999 and the results of its operations for
the quarter and nine months ended March 31, 1999 and 1998. 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 on Form 10-K for the year ended June 30, 1998.
Results for the three and nine months ended March 31, 1999 are not necessarily
indicative of results which could be expected the entire year.
(2) SUPPLEMENTAL CASH FLOW INFORMATION:
During the nine months ended March 31, 1999, significant non-cash
activities included (i) the purchase of approximately $100,000 of inventory in
exchange for common shares issued from treasury, (ii) the issuance of treasury
stock to pay approximately $211,000 in accrued bonus expenses, (iii) the
addition of property, plant and equipment through an increase in capital lease
obligations of approximately $105,000, and (iv) the issuance of treasury stock
to pay $167,000 in stock awards.
(3) INVENTORIES:
Inventories included in the accompanying consolidated financial
statements consist of the following:
Mar. 31, June 30,
1999 1998
(in thousands)
------- -------
Raw materials $ 6,634 $ 4,142
Work-in-process 1,815 2,216
Finished goods 3,896 4,526
------- -------
$12,345 $10,884
======= =======
-5-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(4) EARNINGS PER SHARE:
The following represents a reconciliation of the numerators and
denominators of the basic and diluted EPS computations:
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED MARCH 31, 1999 FOR THE QUARTER ENDED MARCH 31, 1998
------------------------------------ ------------------------------------
INCOME SHARE PER-SHARE INCOME SHARE PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
BASIC EPS
<S> <C> <C> <C> <C> <C> <C>
Net income $966,000 3,786,000 $.25 $792,000 3,898,000 $.20
==== ====
EFFECT OF DILUTIVE SECURITIES
Stock Options --- 116,000
Stock Awards --- 6,000
---------
DILUTED EPS $966,000 3,786,000 $.25 $792,000 4,020,000 $.20
======== ========= ==== ======== ========= ====
</TABLE>
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED MARCH 31, 1999 FOR THE NINE MONTHS ENDED MARCH 31, 1998
---------------------------------------- ----------------------------------------
INCOME SHARE PER-SHARE INCOME SHARE PER-SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
BASIC EPS
<S> <C> <C> <C> <C> <C> <C>
Net income $1,400,000 3,835,000 $.36 $3,353,000 3,896,000 $.86
==== ====
EFFECT OF DILUTIVE SECURITIES
Stock Options --- 130,000
Stock Awards --- 6,000
---------
DILUTED EPS $1,400,000 3,835,000 $.36 $3,353,000 4,032,000 $.83
========== ========= ==== ========== ========= ====
</TABLE>
-6-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(5) COMPREHENSIVE INCOME:
Effective July 1, 1998, the Registrant has adopted Financial Accounting
Standards No. 130 ("SFAS No. 130"). SFAS No. 130 establishes standards for
reporting and display of comprehensive income and its components in financial
statements. The Registrant's total comprehensive income is as follows:
<TABLE>
FOR THE QUARTER ENDED
MARCH 31,
1999 1998
-------------------------------------------------------------
<S> <C> <C>
Net income $ 966,000 $792,000
-------------- ---------------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (44,000) (21,000)
Unrealized (losses) gains on investments:
(Losses) gains on investments arising during period (45,000) 33,000
Less: reclassification adjustment for realized gains included
in net income - (45,000) - 33,000
-------------------------------------------------------------
Other comprehensive (loss) income (89,000) 12,000
-------------- ---------------
Comprehensive income $ 877,000 $804,000
============== ===============
NINE MONTHS ENDED
MARCH 31,
1999 1998
-------------------------------------------------------------
Net income $1,400,000 $3,353,000
-------------- ---------------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (49,000) (6,000)
Unrealized (losses) gains on investments:
Gains on investments arising during period 24,000 105,000
Less: reclassification adjustment for realized gains included
in net income (167,000) (143,000) - 105,000
-------------------------------------------------------------
Other comprehensive (loss) income (192,000) 99,000
-------------- --------------
Comprehensive income $1, 208,000 $3,452,000
============== ==============
</TABLE>
-7-
<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, increases in prices of raw materials, 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, 1998 under the 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, 1999
Compared with Three Months Ended March 31, 1998
- -----------------------------------------------
Net sales for the three months ended March 31, 1999 increased less than
one percent to $9,954,000 as compared to net sales of $9,924,000 for the
comparable quarter in the prior fiscal year. Net sales in the aggregate and
across all major product lines were at similar levels to those achieved in the
comparable quarter of the prior fiscal year except for an increase in Thin Film
product sales and an offsetting decline in domestic hi-rel sales.
The early signs of an overall market improvement that the Registrant
experienced during the latter part of the second quarter continued throughout
the third quarter. As a result, both orders and net sales were positively
impacted in the third quarter. In particular, orders for commercial domestic
core products were especially strong. The increased level of orders and net
sales the Registrant enjoyed in the third quarter has continued at about the
same level into the early weeks of the fourth quarter.
The backlog of unfilled orders was $10,014,000 at March 31, 1999,
compared to $7,131,000, at March 31, 1998 and $6,308,000 at June 30, 1998. The
large increase in backlog is due to orders for non-core products, which were
booked in the first quarter of the current fiscal year, and are scheduled to be
shipped in significant amounts starting in the quarter ended March 31, 1999
through the quarter ended December 31, 1999. The backlog of domestic commercial
core products increased by approximately $600,000 over the prior quarter in the
current fiscal year. This increase was the primary reason for the overall
increase in backlog compared to December 31, 1998 of $9,465,000.
-8-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Gross margin for the three months ended March 31, 1999 was 43% of net
sales as compared to 38% for the comparable quarter in the prior fiscal year.
The increase in gross margin was due to lower manufacturing overhead expenses
and material costs. These reductions were principally a result of a decrease in
manufacturing overhead expenses and improved product yields and manufacturing
efficiencies.
The Registrant achieved considerable improvement in the gross margin
percentage for the three months ended March 31, 1999 compared to the three
months ended December 31, 1998 when gross margin was 36% of net sales. This
improvement was primarily due to the significantly higher sales volume and a non
recurring provision for certain inventory reserves which negatively impacted the
three months ended December 31, 1998.
Selling, general and administrative expenses for the three months ended
March 31, 1999 increased 3% to $2,246,000 as compared to $2,183,000 in the
comparable period in the prior fiscal year due to increases in accrued bonus
expenses and professional fees.
Research and development expenses for the three months ended March 31,
1999 increased 15% to $506,000 as compared to $441,000 in the comparable period
in the prior fiscal year. This increase was primarily due to increases in
personnel expenses and depreciation of equipment used in product development
activities.
Primarily as a result of the foregoing, net income for the three months
ended March 31, 1999 was $966,000, or $.25 per common share ($.25 per common
share assuming dilution), compared to net income of $792,000, or $.20 per common
share ($.20 per common share assuming dilution), for the comparable period in
the prior fiscal year.
-9-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Nine Months Ended March 31, 1999
Compared with Nine Months Ended March 31, 1998
- ----------------------------------------------
Net sales for the nine months ended March 31, 1999 decreased 11% to
$27,097,000 as compared to net sales of $30,703,000 for the comparable period in
the prior fiscal year. The decrease in sales was primarily the result of the
previously announced decline in demand in the first six months of the current
fiscal year for the Registrant's core capacitor products in both foreign and
domestic markets, in large part as a result of the economic situation in Asia.
Gross margin for the nine months ended March 31, 1999 was 36% of net
sales as compared to 42% for the comparable period in the prior fiscal year. The
decline in gross margin was due to lower sales volume and lower selling prices
on core capacitor products, higher raw material costs and an increase in certain
inventory reserves, most of which principally occurred in the first six months
of the current fiscal year.
Selling, general and administrative expenses for the nine months ended
March 31, 1999 decreased 2% to $6,305,000 as compared to $6,410,000 in the
comparable period in the prior fiscal year, primarily as a result of decreases
in accrued bonus expenses and commission expenses. These expense reductions were
somewhat offset by planned increases to advertising and promotional expenses.
Research and development expenses for the nine months ended March 31,
1999 increased 13% to $1,442,000 as compared to $1,271,000 in the comparable
period in the prior fiscal year. This increase was primarily the result of
increases in personnel expenses and depreciation of equipment used in product
development activities to support an increase in research and development
activities designed to accelerate the development of new products.
As a result of the foregoing, net income amounted to $1,400,000, or
approximately $.36 per common share ($.36 per common share assuming dilution),
for the nine months ended March 31, 1999 compared to net income of $3,353,000,
or approximately $.86 per common share ($.83 per common share assuming
dilution), for the comparable period in the prior fiscal year.
-10-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Registrant's financial position at March 31, 1999 remains strong as
evidenced by working capital of $17,957,000 and stockholders' equity of
$31,575,000. The Registrant's current ratio at March 31, 1999 was 4.4:1 as
compared to a current ratio of 3.9:1 at June 30, 1998. The Registrant's quick
ratio at March 31, 1999 was 2.1:1 as compared to a quick ratio of 2.2:1 at June
30, 1998.
Cash and investments decreased by $3,443,000 to $4,933,000 at March 31,
1999 from $8,376,000 at June 30, 1998, primarily as a result of an increase in
raw materials inventory and payments on accounts payable and accrued expenses.
Accounts receivable increased by $704,000 to $5,124,000 at March 31, 1999 from
$4,420,000 at June 30, 1998 due primarily to an increase in sales volume.
Inventories increased by $1,461,000 to $12,345,000 at March 31, 1999 from
$10,884,000 at June 30, 1998 due to higher raw material costs (particularly for
palladium) and a planned build up of palladium inventory as a hedge against
possible future adverse changes in price and/or availability of this material.
The Registrant currently believes it has an adequate supply of palladium to meet
its near term requirements and as a result does not currently plan on purchasing
any additional quantities of palladium at the high market prices that prevailed
in the quarter ended March 31, 1999. Accounts payable and accrued expenses
decreased by $821,000 to $3,820,000 at March 31, 1999 from $4,641,000 at June
30, 1998, primarily as a result of payments made during the first quarter.
Income taxes paid in the nine month period ended March 31, 1999 were $648,000.
In November 1998 the Registrant renewed a $2,000,000 revolving
line-of-credit with NationsBank, NA ("NationsBank"), the successor to Barnett
Bank of Jacksonville, N.A. ("Barnett Bank"), and secured a $3,500,000
line-of-credit with NationsBank for equipment purchases. Both lines bear
interest at 2% above the three month rate for U. S. Dollar deposits on the
London Interbank Market. Principal under the revolving line-of-credit will be
repayable in eight quarterly installments commencing upon expiration of the
revolving period. The outstanding principal under the equipment line-of-credit
will be rolled over every six months into a self amortizing term note of not
less than four nor more than seven years. The equipment loan is secured by the
equipment purchases. Borrowing under both lines will be subject to compliance
with certain financial covenants, including maintenance of asset and liability
percentage ratios. As of March 31, 1999, the Registrant has borrowed an
aggregate total of $797,000 against the equipment line.
-11-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES (continued)
- ------------------------------------------
Capital expenditures for the nine months ended March 31, 1999 totaled
$2,885,000 of which $2,350,000 was for machinery and equipment. The Registrant
intends to use cash on hand and the new equipment loan noted in the preceding
paragraph to finance budgeted capital expenditures of approximately $983,000 for
the remainder of fiscal year 1999, primarily for additions to and replacements
of machinery and equipment.
In June 1990, the Registrant announced its first stock purchase program
pursuant to which it was authorized to purchase up to $1,000,000 of its Common
Stock. In September 1998, the Board of Directors authorized the purchase of up
to an additional $1,000,000 of the Registrant's Common Stock under a second
stock purchase program. As of March 31, 1999 the Registrant had expended the
entire amount available under both programs and had purchased an aggregate of
475,000 shares.
YEAR 2000
- ---------
The Registrant has completed all internal remediation and testing
efforts of computer systems that could be affected by the "Year 2000" problem.
The Registrant did not incur significant incremental expenditures related to its
Year 2000 activities. The Registrant is also presently obtaining representations
from its key suppliers and customers relative to their efforts to deal with the
Year 2000 problem. Based upon the representations obtained to date, the
Registrant does not anticipate significant additional expenditures or lost
revenues from Year 2000 failures of its key suppliers and customers. However, no
assurances can be made as to whether key suppliers and customers will become
Year 2000 compliant in a timely manner, if at all.
-12-
<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) - Amended and Restated Lease, dated September 25, 1998, between Victor Insetta,
d/b/a Stepar Leasing Company, and the Registrant for the premises at 15 Stepar
Place, Huntington Station, New York. (9)
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. (2)
10(c)(iii) - Form of Employee Stock Bonus Agreement, dated as of April 19, 1994, between the
Registrant and various employees. (2)
10(c)(iv) - Form of Employee Stock Bonus Agreement, dated as of April 20, 1995, between the
Registrant and various employees. (1)
10(e)(i) - 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. (3)
10(e)(ii) - First Amendment to Amended and Restated Lease, dated as of May 1, 1998, between
V.P.I. Properties Associates, d/b/a V.P.I. Properties Associates, Ltd., and American
Technical Ceramics (Florida), Inc. (4)
10(e)(iii) - Second Amendment to Amended and Restated Lease, dated as of September 30,
1998, but effective as of May 1, 1998 between, V.P.I. Properties Associates, d/b/a
V.P.I. Properties Associates, Ltd., and American Technical Ceramics (Florida), Inc.
(9)
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.
(5)
</TABLE>
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
<TABLE>
<CAPTION>
<S> <C>
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, and Amendments No. 1 through 4 thereto. (6)
10(g)(v) - Amendment No. 5, dated as of September 11, 1998, to Employment Agreement
between Victor Insetta and the Registrant. (4)
10(h) - Loan Agreement, dated September 27, 1994, between the Registrant and Barnett
Bank of Jacksonville, N.A. (2)
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(m) - American Technical Ceramics Corp. 1997 Stock Option Plan. (8)
10(n) - Consulting Agreement, dated as of May 1, 1998, between Chester E. Spence and the
Registrant. (4)
10(o) - Loan Agreement, dated November 25, 1998, between the Registrant and
NationsBank, N.A. (10)
21 - - Subsidiaries of the Registrant. (6)
27 - Financial Data Schedule. (11)
</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-KSB
for the fiscal year ended June 30, 1994.
3. Incorporated by reference to the Registrant's Form 10-Q for the quarterly
period ended March 31, 1997.
4. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
5. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989.
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, 1998.
10. Incorporated by reference to the Registrant's Form 10-Q for the quarterly
period ended December 31, 1998.
11. 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, 1999.
-14-
<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: May 7, 1999 BY: /s/ VICTOR INSETTA
-------------------------------
Victor Insetta
President and Director
(Chief Executive Officer)
DATE: May 7, 1999 BY: /s/ ANDREW R. PERZ
------------------------------
Andrew R. Perz
Controller
(Principal Financial Officer)
-15-
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<PAGE>
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 1,746
<SECURITIES> 3,187
<RECEIVABLES> 5,124 <F1>
<ALLOWANCES> 0
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<CURRENT-ASSETS> 23,165
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<DEPRECIATION> 20,695
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<BONDS> 3,741
0
0
<COMMON> 41
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<TOTAL-LIABILITY-AND-EQUITY> 42,146
<SALES> 9,954
<TOTAL-REVENUES> 9,954
<CGS> 5,666
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<FN>
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