<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, 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>
DELAWARE 11-2113382
- -------------------------------------------------------------- -----------------------------------
<S> <C>
(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 February 1, 2000, the Registrant had outstanding 3,831,034 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>
Dec. 31, 1999 June 30, 1999
------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash (including cash equivalents of approximately $521 and $786,
respectively) $ 4,632 $ 2,898
Investments 3,190 3,129
Accounts receivable, net 7,393 5,274
Inventories 12,664 12,436
Deferred income taxes 539 539
Other 579 344
-------- --------
Total current assets 28,997 24,620
-------- --------
Property, plant and equipment, net of accumulated depreciation
and amortization of $22,518 and $21,262, respectively 19,594 18,707
Other assets, net 449 295
-------- --------
Total assets $ 49,040 $ 43,622
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of longterm debt $ 242 $ 542
Accounts payable 2,390 1,315
Accrued expenses 3,778 2,877
Income taxes payable 2,023 726
-------- --------
Total current liabilities 8,433 5,460
-------- --------
Long-term debt 3,704 3,691
Deferred income taxes 2,035 2,086
-------- --------
Total liabilities 14,172 11,237
-------- --------
STOCKHOLDERS' EQUITY:
Common stock--$.01 par value; authorized 20,000 shares;
issued 4,070 and 4,068 shares, respectively 41 41
Capital in excess of par value 6,964 6,944
Retained earnings 29,500 27,011
Accumulated comprehensive income:
Unrealized gain (loss) on investments available-for-sale, net (92) 2
Cumulative foreign currency translation adjustment (30) (98)
-------- --------
(122) (96)
-------- --------
Less: Treasury stock, at cost, 242 shares 1,515 1,515
-------- --------
Total stockholders' equity 34,868 32,385
-------- --------
Total liabilities and stockholders' equity $ 49,040 $ 43,622
======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except share data)
<TABLE>
<CAPTION>
For the Quarter Ended Dec. 31, For the Six Months Ended Dec. 31,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 14,893 $ 8,504 $ 26,756 $ 17,143
Cost of sales 8,563 5,466 16,426 11,688
-------- -------- -------- --------
Gross profit 6,330 3,038 10,330 5,455
-------- -------- -------- --------
Selling, general and administrative expenses 3,035 1,983 5,233 4,059
Research and development expenses 718 449 1,248 936
-------- -------- -------- --------
Operating expenses 3,753 2,432 6,481 4,995
-------- -------- -------- --------
Income from operations 2,577 606 3,849 460
-------- -------- -------- --------
Other expense (income):
Interest expense 86 102 188 201
Interest income (84) (118) (152) (172)
Other 23 (172) (16) (237)
-------- -------- -------- --------
25 (188) 20 (208)
-------- -------- -------- --------
Income before provision for income taxes 2,552 794 3,829 668
Provision for income taxes 893 278 1,340 234
-------- -------- -------- --------
Net income $ 1,659 $ 516 $ 2,489 $ 434
======== ======== ======== ========
Basic net income per common share $ 0.43 $ 0.13 $ 0.65 $ 0.11
======== ======== ======== ========
Diluted net income per common share $ 0.43 $ 0.13 $ 0.64 $ 0.11
======== ======== ======== ========
Basic weighted average common
shares outstanding 3,827 3,829 3,827 3,859
======== ======== ======== ========
Diluted weighted average common
shares outstanding 3,923 3,829 3,906 3,859
======== ======== ======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
For the Six Months Ended Dec. 31,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,489 $ 434
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,548 1,259
Loss (gain) on disposal of fixed assets 30 (10)
Stock award compensation expense -- 14
Realized gain on sale of investments (7) (257)
Changes in operating assets and liabilities:
Accounts receivable, net (2,119) 531
Inventories (228) (1,251)
Other assets, net (249) (67)
Accounts payable and accrued expenses 1,976 (698)
Income taxes payable 1,297 (271)
------- -------
Net cash provided by (used in) operating activities 4,737 (316)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,606) (1,996)
Purchase of investments (1,809) (102)
Proceeds from sale of investments 1,611 3,154
Proceeds from sale of fixed assets -- 11
------- -------
Net cash (used in) provided by investing activities (2,804) 1,067
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (287) (441)
Payments to acquire treasury stock -- (1,198)
Proceeds from exercise of stock options 20 --
------- -------
Net cash used in financing activities (267) (1,639)
------- -------
Effect of exchange rate changes on cash 68 (5)
------- -------
Net increase (decrease) in cash and cash equivalents 1,734 (893)
CASH AND CASH EQUIVALENTS, beginning of year 2,898 2,069
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 4,632 $ 1,176
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
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<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 December 31, 1999 and the results of its operations for
the three and six month periods ended December 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 to Stockholders for the fiscal year
ended June 30, 1999. Results for the three and six month periods ended December
31, 1999 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,
1999 1999
-------- --------
(in thousands)
Raw materials $ 5,502 $ 5,874
Work-in-process 4,139 3,551
Finished goods 3,023 3,011
------- -------
$12,664 $12,436
======= =======
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(3) EARNINGS PER SHARE:
The following represents a reconciliation of the numerators and denominators
of the basic and diluted EPS Computation.
<TABLE>
<CAPTION>
For the Quarter Ended December 31,
1999 1998
---- ----
(in thousands, except per share data)
Income Share Per-Share Income Share Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ --------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $ 1,659 3,827 $ .43 $516 3,829 $.13
===== ====
Effect of Dilutive Securities:
Stock Options 96
Diluted EPS $ 1,659 3,923 $ .43 $516 3,829 $.13
======= ===== ===== ==== ===== ====
</TABLE>
<TABLE>
<CAPTION>
For the Six Months Ended December 31,
1999 1998
---- ----
(in thousands, except per share data)
Income Share Per-Share Income Share Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ --------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS $ 2,489 3,827 $.65 $434 3,859 $.11
==== ====
Effect of Dilutive Securities:
Stock Options 79
Diluted EPS $ 2,489 3,906 $.64 $434 3,859 $.11
======= ===== ==== ==== ===== ====
</TABLE>
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(4) COMPREHENSIVE INCOME:
The Registrant's comprehensive income is as follows:
<TABLE>
<CAPTION>
For The Three Months Ended December 31,
1999 1998
---- ----
(in thousands)
<S> <C> <C> <C> <C>
Net income $1,659 $516
------ ----
Other comprehensive loss, net of tax:
Foreign currency translation adjustments (16) (28)
Unrealized losses on investments:
Losses on investments arising during period (61) (45)
Less: reclassification adjustment for realized
gains included in net income 0 (61) 108 (153)
--- ------ --- ----
Other comprehensive loss (77) (181)
------ ----
Comprehensive income $1,582 $335
====== ====
</TABLE>
<TABLE>
<CAPTION>
For The Six Months Ended December 31,
1999 1998
---- ----
(in thousands)
<S> <C> <C> <C> <C>
Net income $2,489 $434
------ ----
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 68 (5)
Unrealized (losses) gains on investments:
(Losses) gains on investments arising during
period (89) 69
Less: reclassification adjustment for realized
gains included in net income 5 (94) 167 (98)
--- ------ --- -----
Other comprehensive loss (26) (103)
------ ----
Comprehensive income $2,463 $331
====== ====
</TABLE>
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(In thousands except share data)
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, changes in product mix, costs and availability of raw
materials, fluctuations in operating results and delays in development of highly
complex products, risks associated with international sales and sales to the U.
S. military, risk of customer contract or sales order cancellation and the other
matters listed in the Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999 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 December 31, 1999 Compared with Three Months Ended December
31, 1998
Net sales for the three months ended December 31, 1999 increased
75% to $14,893 from $8,504 in the comparable quarter in the prior fiscal year.
The increase in net sales was attributable to increases in all product areas
except domestic hi-rel products. The product areas demonstrating the highest
levels of growth were thin film and core domestic commercial capacitors. Sales
activity continued at similar rates during the first month of the third quarter.
Sales to a major telecommunications OEM accounted for 17% of the Registrant's
net sales in the three months ended December 31, 1999.
The backlog of unfilled orders was $14,836 at December 31, 1999,
compared to $9,466 at December 31, 1998 and $11,210 at September 30, 1999. The
increase in backlog compared to both the comparable quarter in the prior fiscal
year and the immediately preceding quarter was due primarily to an approximately
$5.5 million dollar order received for thin film product.
Gross margin for the three months ended December 31, 1999 was
42.5% of net sales as compared to 35.7% for the comparable period in the prior
fiscal year. The improvement in gross margin was due principally to the higher
sales volume, particularly in thin film products, and the resulting increases in
efficiency.
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands except share data)
In February 2000 the Registrant commenced purchasing palladium,
which is used in the manufacturing of the majority of the Registrant's
capacitors, after not having done so for approximately twelve months. Prevailing
market prices for palladium are significantly higher than prices the Registrant
paid for palladium held in inventory at December 31, 1999. At its current usage
rate, the Registrant expects that these higher prices may negatively impact
gross margins in the latter half of fiscal year 2001.
Selling, general and administrative expenses for the three months
ended December 31, 1999 increased 53.1% to $3,035 as compared to $1,983 in the
comparable period in the prior fiscal year. The increase was due to increased
commission expense as a result of the increase in net sales, an increase in
bonus expense as a result of the increase in net income, a new executive
incentive plan and the expenses associated with the Registrant's sales office in
Stockholm, Sweden, which commenced operations in August 1999.
Research and development expenses for the three months ended
December 31, 1999 increased 59.9% to $718 as compared to $449 in the comparable
period in the prior fiscal year. This increase was primarily the result of
increased personnel costs due to the creation of a dedicated Radio Frequency
design group. This group works with the Registrant's existing design and
marketing personnel in order to accelerate the development of new products and
increase the breadth of the Registrant's research and development activities.
Primarily as a result of the foregoing, net income for the three
months ended December 31, 1999 was $1,659, or $.43 per common share ($.43 per
common share assuming dilution), compared to net income of $516, or $.13 per
common share ($.13 per common share assuming dilution), for the comparable
period in the prior fiscal year.
Six Months Ended December 31, 1999
Compared with Six Months Ended December 31, 1998
Net sales for the six months ended December 31, 1999 increased
56% to $26,756 as compared to net sales of $17,143 for the comparable period in
the prior fiscal year. The increase in sales was primarily the result of an
increase in overall demand for thin film and core domestic commercial
capacitors.
Gross margin for the six months ended December 31, 1999 was 38.6%
of net sales as compared to 31.8% for the comparable period in the prior fiscal
year. The improvement in gross margin was due to higher sales volume,
particularly in thin film products, and the resulting increases in efficiency.
-9-
<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands except share data)
Selling, general and administrative expenses for the six months
ended December 31, 1999 increased 29% to $5,233 as compared to $4,059 in the
comparable period in the prior fiscal year. The increase was due to increased
commission expense as a result of the increase in net sales, an increase in
bonus expense as a result of increase in net income, a new executive incentive
plan and the expenses associated with the Registrant's sales office in
Stockholm, Sweden, which commenced operations in August 1999.
Research and development expenses for the six months ended
December 31, 1999 increased 33.3% to $1,248 as compared to $936 in the
comparable period in the prior fiscal year. This increase was primarily the
result of increased personnel costs due to the creation of a dedicated Radio
Frequency design group and general increases in recruitment and relocation
expenses.
As a result of the foregoing, net income amounted to $2,489, or
approximately $.65 per common share ($.64 per common share assuming dilution),
for the six months ended December 31, 1999 compared to net income of $434, or
approximately $.11 per common share ($.11 per common share assuming dilution),
for the comparable period in the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Registrant's financial position at December 31, 1999 remains
strong as evidenced by working capital of $20,564 and stockholders' equity of
$34,868. The Registrant's current ratio at December 31, 1999 was 3.4:1 as
compared to a current ratio of 4.5:1 at June 30, 1999. The Registrant's quick
ratio at December 31, 1999 was 1.9:1 compared to the quick ratio at June 30,
1999 of 2.2:1.
Cash and investments increased by $1,795 to $7,822 at December
31, 1999 from $6,027 at June 30, 1999, primarily as a result of increased cash
flow from profitable operations. Accounts receivable increased by $2,119 to
$7,393 at December 31, 1999 from $5,274 at June 30, 1999 due to the higher level
of sales. Inventories increased by $228 to $12,664 at December 31, 1999 from
$12,436 at June 30, 1999. Accounts payable and accrued expenses increased by
$1,976 to $6,168 at December 31, 1999 from $4,192 at June 30, 1999, primarily as
a result of increased raw material purchases and increased bonus and commission
expense. No income tax payments were made in the three month period ended
December 31, 1999.
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands except share data)
In November 1998, the Registrant renewed a $2,000 revolving
line-of-credit with NationsBank, NA ("NationsBank"), the successor to Barnett
Bank of Jacksonville, N.A. ("Barnett Bank"), and secured a $3,500 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 balances 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
periodically into a self amortizing term note of not less than four nor more
than seven years. The equipment loan is secured by the related equipment
purchases. Borrowing under both lines is subject to compliance with certain
financial covenants, including maintenance of asset and liability percentage
ratios. As of December 31, 1999, the Registrant has borrowed an aggregate of
$797 under the equipment line.
Capital expenditures for the six months ended December 31,1999
totaled $2,606 of which $1,946 was for machinery and equipment. The Registrant
intends to use cash on hand and its equipment line of credit to finance budgeted
capital expenditures of approximately $3,400 for the remainder of fiscal year
2000, primarily for additions to and replacement of machinery and equipment and
facility expansion.
YEAR 2000
- ---------
The Registrant had previously completed all remediation and
testing of internal computer systems that it believed could have been affected
by the "Year 2000" problem, and as a result has not incurred any problems with
the "Year 2000" problem to date. The Registrant did not incur, nor does it
expect to incur, significant incremental expenditures related to its Year 2000
activities.
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<PAGE>
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Registrant has identified four market risks relative to its
business: interest rate risk, foreign currency exchange rate risk, commodity
price risk and security price risk. There have been no material changes in the
way the Registrant conducts it's worldwide business, foreign exchange risk
management, investments in marketable securities or raw material commodity
purchasing from the descriptions thereof in the Registrant's Form 10-K for the
fiscal year ended June 30, 1999.
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 19, 1999, the stockholders elected the following individuals (all of
whom, except for Thomas Volpe, were elected as directors of the Registrant at
the last Annual Meeting) as directors for one-year terms pursuant to the
following votes:
For Withhold
--------- --------
Victor Insetta 3,413,119 13,123
Rubin Blumkin 3,336,339 13,003
O. Julian Garrard III 3,336,339 13,003
Stuart P. Litt 3,336,339 13,003
Chester E. Spence 3,336,339 13,003
Thomas Volpe 3,336,339 13,003
The stockholders also ratified the appointment of KPMG, LLP as
the independent public accountants to audit the Registrant's consolidated
financial statements for the fiscal year ending June 30, 2000. The holders of
3,411,904 shares of Common Stock voted to ratify the appointment, 14,176 voted
against ratification and the holders of 162 shares of Common Stock abstained
from voting.
ITEM 5. Not Applicable
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<PAGE>
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. (4)
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 premises at 15 Stepar Place,
Huntington Station, N.Y. (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. (3)
10(c)(iii) - Form of Employee Stock Bonus Agreement, dated as of April 19, 1994, between the
Registrant and various employees. (3)
10(c)(iv) - Form of Employee Stock Bonus Agreement, dated as of April 20, 1995, between the
Registrant and various employees. (4)
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. (6)
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. (8)
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<PAGE>
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. (4)
10(g)(iii) - Profit Bonus Plan, dated April 19, 1995, and effective for the fiscal years beginning
July 1, 1994. (4)
10(g)(iv) - Employment Agreement, dated April 3, 1985, between Victor Insetta and the
Registrant, and Amendments No. 1 through 4 thereto. (2)
10(g)(v) - Amendment No. 5, dated as of September 11, 1998, to Employment Agreement
between Victor Insetta and the Registrant. (8)
10(h) - Loan Agreement, dated September 27, 1994, between the Registrant and Barnett Bank
of Jacksonville, N.A. (3)
10(i) - Secured Commercial Note, dated as of February 17, 1995, between the Registrant and
European American Bank. (4)
10(j) - Secured Commercial Note, dated as of February 17, 1995, between the Registrant and
European American Bank. (4)
10(k)(i) - Letters of Agreement, dated June 26, 1996 and August 22, 1996, between the
Registrant and Stuart P. Litt. (5)
10(k)(ii) - Letter Agreement, dated September 11, 1997, between the Registrant and Stuart P.
Litt. (7)
10(m) - American Technical Ceramics Corp. 1997 Stock Option Plan. (7)
10(n) - Consulting Agreement, dated as of May 1, 1998, between Chester E. Spence and the
Registrant. (8)
10(o) - Loan Agreement, dated November 25, 1998, between the Registrant and NationsBank,
N.A. (10)
10(p) - Amended and Restated Employment Agreement, dated as of January 1, 1998, between
Judah Wolf and the Registrant. (11)
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<PAGE>
21 - Subsidiaries of the Registrant. (2)
27 - Financial Data Schedule. (12)
- ------------------------------------------------
1. Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1989.
2. Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1993.
3. Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1994.
4. Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1995.
5. Incorporated by reference to the Registrant's Annual Report on Form
10-KSB for the fiscal year ended June 30, 1996.
6. Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 1997.
7. Incorporated by reference to the Registrant's Annual Report on Form
10-K for the quarterly period ended June 30, 1997.
8. Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1998.
9. Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1998.
10. Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 31, 1998.
11. Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended June 30, 1999.
12. 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, 1999.
</TABLE>
-15-
<PAGE>
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: February 4, 2000 BY: /s/ VICTOR INSETTA
-----------------------
Victor Insetta
President and Director
(Chief Executive Officer)
DATE: February 4, 2000 BY: /s/ ANDREW R. PERZ
-----------------------
Andrew R. Perz
Controller
(Principal Financial Officer)
-16-
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<S> <C>
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0
0
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