OPTEK TECHNOLOGY INC
10-Q, 1997-05-27
SEMICONDUCTORS & RELATED DEVICES
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1

                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934
                                        
                                        
For Quarter Ended:  May 2, 1997
Commission File Number:  0-16304

                             OPTEK TECHNOLOGY, INC.
    ________________________________________________________________________
             (Exact name of registrant as specified in its charter)
                                        
                                        
                                State of Delaware
    ________________________________________________________________________
         (State or other jurisdiction of incorporation or organization)
                                        
                                        
                                   75-1962405
    ________________________________________________________________________
                      (I.R.S. Employer Identification No.)
                                        
                                        
        1215 West Crosby Road               Carrollton, Texas
75006
    ________________________________________________________________________
          (Address of principle executive offices)   (Zip Code)
                                        
                                        
                                 (972)  323-2200
    ________________________________________________________________________
              (Registrant's 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            No
                                        
             Number of common shares outstanding as of May 2, 1997:
4,072,187 par value $.01 per share

<PAGE>
                        PART I  -  FINANCIAL INFORMATION


Item 1. Financial Statements.

        Consolidated Balance Sheets as of May 2, 1997 and October 25, 1996.
        
        Consolidated  Statements of Income for the Three Months and  Six  Months
        Ended May 2, 1997 and April 26, 1996.
        
        Consolidated  Statements of Cash Flows for the Six Months Ended  May  2,
        1997 and April 26, 1996.
        
        
Item  2. Management's Discussion and Analysis of Financial Condition and Results
of
        Operations.



                          PART II  -  OTHER INFORMATION

Item 5. Other Information.

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

<PAGE>
                                                                       FORM 10-Q
                                                                          PART I

                             OPTEK TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                 (in thousands except share and per share data)
<TABLE>

<CAPTION>                              May 2,        October
                                        1997         25, 1996
                          ASSETS
<S>                                    <C>     <C>   <C>
Current assets:                                            
   Cash                                     $             $
                                        2,706           121
   Accounts receivable, net of                             
allowance for doubtful                                     
      accounts and customer returns of  6,259         7,288
$1,554 in 1997 and
      $1,095 in 1996
   Inventories (note 3)                 6,116         6,007
   Deferred income taxes                1,142         1,142
   Prepaid expenses                        76            82
         Total current assets          16,299              
                                                     14,640
                                                           
Property, plant and equipment, net     10,627        11,150
Other assets                               87              
                                                         96
                                       $27,01        $25,88
                                            3             6
                                                           
           LIABILITIES AND STOCKHOLDERS' EQUITY
                                                           
Current liabilities:                                       
   Accounts payable                         $             $
                                        1,844         2,637
   Accrued expenses                     5,851              
                                                      5,345
         Total current liabilities      7,695         7,982
                                                           
Long-term debt                              1         3,428
Other liabilities                          91           100
Deferred income taxes                     309              
                                                        309
                                                           
Stockholders' equity:                                      
   Preferred stock, $.01 par value;                        
authorized 1,000,000                        -             -
      shares; none issued
   Common stock, $.01 par value;                           
authorized 12,000,000                                      
      shares; issued and outstanding       41            39
4,072,187 shares in 1997
       and 3,912,915 shares in 1996
   Additional paid-in-capital          13,690        13,373
   Retained earnings                    5,186              
                                                        655
         Total stockholders' equity    18,917        14,067
                                       $27,01        $25,88
                                            3             6
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                                                                       FORM 10-Q
                                                                          PART I

                             OPTEK TECHNOLOGY, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                 (in thousands except share and per share data)
                                        
<TABLE>

                                          THREE MONTHS ENDED
                                            May 2,     April 26,
                                              1997          1996
<S>                                        <C>      < <C>
                                                    C
                                                    >
                                                              
Net sales                                  $18,251     $18,051
                                                              
Costs and expenses:                                           
   Cost of sales                            10,750      10,369
   Product development expenses                342         347
   Engineering expenses                        978         960
   Selling expenses                          1,295       1,340
   General and administrative expenses         856         831
         Total costs and expenses           14,221      13,847
         Operating income                    4,030       4,204
                                                              
Other expenses:
   Interest (income) expense, net               (2)        408
   Other expense (income), net                   5         (97)
         Total other expenses                    3         311
         Earnings before income taxes        4,027       3,893
                                                              
Income tax expense                           1,408         274
         Net earnings                            $    $  3,619
                                             2,619
                                                              
Earnings per common  and common                  $           $
equivalent shares (note 5)                    0.34        0.47
                                                              
Weighted average common and common         7,649,1    7,568,84
equivalent shares                               15           7
                                                                
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                                                                       FORM 10-Q
                                                                          PART I

                             OPTEK TECHNOLOGY, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                 (in thousands except share and per share data)
                                        
<TABLE>

                                           SIX MONTHS ENDED
                                           May 2,     April 26,
                                            1997         1996
<S>                                       <C>      <  <C>
                                                   C
                                                   >
                                                              
Net sales                                 $34,940      $33,091
                                                              
Costs and expenses:                                           
   Cost of sales                           20,849       19,644
   Product development expenses               660          542
   Engineering expenses                     1,987        1,908
   Selling expenses                         2,590        2,637
   General and administrative expenses      1,722        1,657
         Total costs and expenses          27,808       23,388
         Operating income                   7,132        6,703
                                                              
Other expenses:
   Interest expense, net                       81          857
   Other expense (income), net                 81         (147)
         Total other expenses                 162          710
         Earnings before income taxes       6,970        5,993
                                                              
Income tax expense                          2,439          329
         Net earnings                           $     $  5,664
                                            4,531
                                                              
Earnings per common  and common                 $            $
equivalent shares (note 5)                   0.59         0.75
                                                              
Weighted average common and common        7,588,8     7,494,76
equivalent shares                              27            5
                                                                
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                                                                       FORM 10-Q
                                                                          PART I
                             OPTEK TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>

                                              SIX MONTHS ENDED
                                            May 2,      April
                                             1997      26, 1996
<S>                                       < <C>     <  <C>
                                          C         C
                                          >         >
                                                              
Cash flows from operating activities:                        
   Net earnings                                  $           $
                                             4,531       5,664
   Adjustments to reconcile net earnings                      
to net cash provided
      by operating activities:
      Depreciation and amortization          1,090       1,322
      Changes in assets and liabilities:                      
         Accounts receivable                 1,029       (295)
         Inventories                          (109)        100
         Prepaid expenses and other             15          14
assets
         Accounts payable, accrued            (296)      (556)
expenses and other liabilities
            Net cash provided by             6,260       6,249
operating activities
                                                              
Cash flows from investing activities:                         
   Purchase of property, plant and            (567)      (773)
equipment
            Net cash used in investing        (567)      (773)
activities
                                                              
Cash flows from financing activities:                         
   Net repayment under long-term bank        (3,427    (5,717)
debt                                              )
   Net proceeds from exercise of stock         319         283
options and warrants
            Net cash used in financing       (3,108    (5,434)
activities                                        )
                                                              
Net increase in cash                         2,585          42
Cash at beginning of period                    121          61
Cash at end of period                            $           $
                                             2,706         103
                                                             
Interest payments                                $           $
                                               132         909
                                                             
Income tax payments                              $           $
                                             1,675         255
</TABLE>

          See accompanying notes to consolidated financial statements.
<PAGE>
                                                                       FORM 10-Q
                                                                          PART I
                                                                                
                             OPTEK TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   May 2, 1997
                                        
NOTE 1 The  condensed  consolidated financial statements  of  Optek  Technology,
       Inc.   (the   "Company")  are  unaudited  and  reflect  all  adjustments,
       consisting  only  of  normal recurring adjustments,  which  are,  in  the
       opinion  of management, necessary for a fair presentation of the  results
       for   the   interim  periods.   These  condensed  consolidated  financial
       statements should be read in conjunction with the consolidated  financial
       statements and notes thereto included in the Company's Annual  Report  on
       Form  10-K  for the fiscal year ended October 25, 1996.  The  results  of
       operations  for  the  six months ended May 2, 1997  are  not  necessarily
       indicative  of the results for the entire fiscal year ending October  31,
       1997.
       
NOTE 2 The   Company  adopted  the  disclosure  provisions  of  SFAS  No.   123,
       "Accounting  for  Stock-Based Compensation,"  which  requires  pro  forma
       disclosure of net earnings and earnings per share as if the SFAS No.  123
       fair  value method had been applied.  The Company continues to apply  the
       provisions  of  Accounting  Principles  Board  (APB)  Opinion   No.   25,
       "Accounting  for Stock Issued to Employees," for the preparation  of  its
       basic consolidated financial statements.
       
       The  Company adopted the provisions of SFAS No. 121, "Accounting for  the
       Impairment of Long-Lived Assets and for Long-Lived Assets to Be  Disposed
       Of."    This  Statement  requires  that  long-lived  assets  and  certain
       identifiable  intangibles be reviewed for impairment whenever  events  or
       changes  in circumstances indicate that the carrying amounts of an  asset
       may not be recoverable.  Recoverability of assets to be held and used  is
       measured  by  a comparison of the carrying amount of an asset  to  future
       undiscounted  net cash flows expected to be generated by the  asset.   If
       such  assets  are  considered  to  be  impaired,  the  impairment  to  be
       recognized is measured by the amount by which the carrying amount of  the
       assets  exceeds the fair value of the assets.  Assets to be  disposed  of
       are  reported  at  the lower of the carrying amount or  fair  value  less
       costs  to sell.  Initial adoption of SFAS No. 121 did not have a material
       impact on the Company's financial position or results of operations.

NOTE 3 The components of inventories in thousands of dollars are as follows:
       
                                      May 2, 1997October 25, 1996
       
       Finished goods                  $ 1,191       $ 1,109
       Work-in-process                   3,451         3,323
       Raw materials                     3,405         3,381
       Reserves for excess and obsolete inventory     (1,931)(1,806)
                                       $ 6,116       $ 6,007
       
NOTE 4 The registrant has no material pending legal proceedings.

NOTE 5 Earnings  per  common  and  common equivalent  shares  is  based  on  the
       weighted  average number of shares and, when dilutive, equivalent  shares
       outstanding  during each of the periods presented.  Primary earnings  per
       share  and fully diluted earnings per share were substantially  the  same
       for  the second quarters of fiscal 1997 and fiscal 1996.  The calculation
       of  net  earnings  per  share in fiscal 1997 and  fiscal  1996  uses  the
       modified treasury stock method.

NOTE 6 Certain  amounts  in  the fiscal 1996 consolidated  financial  statements
       have been reclassified to conform with the current year's presentation.

NOTE  7  Other  notes  have  been omitted pursuant to  Rule  10-01  (a)  (5)  of
Regulation S-X.

ITEM 2.

Management's  Discussion  and Analysis of Financial  Condition  and  Results  of
Operations.

Results in Operations

Second Quarter Fiscal 1997 Compared to Second Quarter  Fiscal 1996

Net  sales  for  the second quarter of fiscal 1997 were $18.3 million,  up  1.1%
compared to net sales of $18.1 million for the comparable period of fiscal 1996.
The  increase  was  the result of higher automotive net sales of  $1.1  million,
partially  offset  by  lower  net sales of high reliability  (aerospace/defense)
products  of approximately $600,000 due to certain one-time sales in the  second
quarter  of  fiscal  1996  and lower commercial (office  equipment,  industrial,
medical  and  communications) net sales of $342,000 in  the  second  quarter  of
fiscal 1997.

Cost of sales was $10.8 million, or 58.9% of net sales, in the second quarter of
fiscal  1997  compared  to  $10.4 million, or 57.4% of  net  sales,  during  the
comparable period of fiscal 1996.  The increase in cost of sales as a percentage
of  net  sales  was primarily the result of (i) the reduction in  higher  margin
aerospace/defense  sales  from the second quarter of fiscal  1996  as  discussed
above, (ii) a change in product mix within the commercial product group favoring
lower  margin component products, and (iii) an increase in certain manufacturing
costs  related  to  the  preparation  for  a  ramp-up  of  automotive  component
production anticipated in the second half of fiscal 1997.

Product development and engineering expenses during the second quarter of fiscal
1997 were $1.3 million, or 7.2% of net sales.  These expenses were approximately
the same as the comparable period of fiscal 1996.

Selling,  general and administrative expenses for the second quarter  of  fiscal
1997  were $2.2 million, or 11.8% of net sales.  This compares to $2.2  million,
or 12.0% of net sales, during the second quarter of fiscal 1996.

Operating  income  for the second quarter of fiscal 1997 was  $4.0  million,  or
22.1%  of  net sales, compared to $4.2 million, or 23.3% of net sales,  for  the
second quarter of fiscal 1996.  The decline was the result of the aforementioned
lower  aerospace/defense  net  sales, the  change  in  product  mix  within  the
commercial product group, and higher costs related to the anticipated ramp-up of
automotive   component  production.   The  Company  is  experiencing  increasing
pressure  from OEMs to reduce costs.  The Company believes that its  ability  to
remain competitive and maintain its profit margins at current levels will depend
on  its  ability to develop new products, to work with its customers  to  reduce
costs  on  existing  products  and to continue  controlling  its  own  operating
expenses.

Other  expenses  were $3,000 in the second quarter of fiscal  1997  compared  to
$311,000 in the second quarter of fiscal 1996.  This decrease was primarily  due
to  lower interest expense resulting from repaying the balance of long term debt
at the beginning of the second quarter of fiscal 1997.

Income  tax  expense during the second quarter of fiscal 1997 was  $1.4  million
compared  to  $274,000  during  the same period of  fiscal  1996.   Tax  expense
increased  due to the Company having fully utilized its remaining net  operating
loss  carryforwards during fiscal 1996.  The Company expects to be  on  a  fully
taxed basis during all of fiscal 1997.

As  a result of the factors discussed above, net earnings for the second quarter
of  fiscal 1997 were $2.6 million compared to $3.6 million in the second quarter
of fiscal 1996.

Six Months Ended May 2, 1997 Compared to Six Months Ended April 26, 1996

Net  sales for the first six months of fiscal 1997 were $34.9 million,  up  5.6%
compared to net sales of $33.1 million for the first six months of fiscal  1996.
This increase was the result of higher automotive net sales of $1.7 million  and
higher commercial (office equipment, industrial, medical and communications) net
sales  of $460,000.  Partially offsetting the increase were lower sales of  high
reliability (aerospace/defense) products due to approximately $600,000  of  one-
time sales in the second quarter of fiscal 1996.

Cost  of sales was $20.8 million, or 59.7% of net sales, in the first six months
of  fiscal  1997  compared to $19.6 million, or 59.4% of net sales,  during  the
comparable  period  of  fiscal  1996.  This increase  in  cost  of  sales  as  a
percentage of net sales was primarily the result of (i) the reduction in  higher
margin  aerospace/defense  sales  from the second  quarter  of  fiscal  1996  as
discussed  above,  (ii)  a change in product mix within the  commercial  product
group  favoring lower margin component products and (iii) costs related  to  the
preparation for a ramp-up of automotive component production expected  to  occur
in the second half of fiscal 1997.

Product  development  and engineering expenses during the first  six  months  of
fiscal  1997 were $2.6 million, or 7.6% of net sales, compared to $2.5  million,
or 7.4% of net sales, during the comparable period of the previous fiscal year.

Selling,  general and administrative expenses in the first six months of  fiscal
1997  totaled $4.3 million, or 12.3% of net sales, compared to $4.3 million,  or
13.0%  of  net sales, during the comparable period of fiscal 1996.  The decrease
in  selling, general and administrative expenses as a percentage of net sales is
due  to  net sales increasing while expenses remained essentially the same  from
period to period.

Operating  income  for  the period was $7.1 million,  or  20.4%  of  net  sales,
compared  to  $6.7 million, or 20.3% of net sales, in the first  six  months  of
fiscal  1996.   The improvement from fiscal 1996 was the result of  the  factors
discussed above.

Other  expenses, consisting primarily of interest expense, were $162,000 in  the
first six months of fiscal 1997 compared to $710,000 in the first six months  of
fiscal  1996.  This decrease was the result of the continued reduction  of  long
term debt.

Income  tax expense during the first six months of fiscal 1997 was $2.4  million
compared  to $329,000 during the comparable period of fiscal 1996.  Tax  expense
increased  as  a result of the Company having fully utilized its  remaining  net
operating loss carryforwards during fiscal 1996.  The Company expects to be on a
fully taxed basis during all of fiscal 1997.

As  a  result  of the factors discussed above, net earnings for  the  first  six
months  of  fiscal 1997 were $4.5 million versus $5.7 million in the  first  six
months of fiscal 1996.

Liquidity and Capital Resources

As reflected in the Company's consolidated statements of cash flows, the Company
generated  approximately $6.3 million in cash from operations during  the  first
six  months of fiscal 1997.  The largest single use of cash (approximately  $3.4
million) was to retire the Company's outstanding debt.

The  credit facility continues to provide a $10.5 million working capital  line.
Amounts  drawn on the working capital line bear interest at one-half  percentage
point  over the reference rate announced from time to time by the First National
Bank  of Chicago, Chicago, Illinois and matures on October 31, 1997.  The credit
facility expires October 31, 1997, but can be renewed for an additional one year
period  at  the  option  of the Company.  The credit facility  contains  certain
affirmative  and  negative  covenants which require  the  Company,  among  other
things,  to  maintain  minimum net worth, as defined,  and  to  satisfy  certain
financial ratios.  The covenants also restrict investments, capital expenditures
and additional debt and prohibit payment of dividends.  The Company has been  in
compliance with all debt covenants during fiscal 1997.

In  fiscal 1997 the Company estimates capital expenditures will be approximately
$3.0 million in the aggregate to support anticipated increases in demand for the
Company's  automotive products during fiscal 1998 and 1999.   The  Company  also
anticipates higher expenditures for federal income taxes in fiscal 1997  due  to
the  Company's  full utilization of its net operating loss carryforwards  during
fiscal 1996.

The  Company  presently anticipates that it will generate sufficient  cash  from
operations to meet its obligations, including its capital requirements, for  the
foreseeable  future. Any unanticipated expansion or contraction of its  business
or  future acquisitions may require the Company to draw upon its working capital
line or obtain other financing.


New Accounting Standards

In  February 1997, the Financial Accounting Standards Board issued Statement  of
Financial  Accounting Standards No. 128 ("SFAS 128"), Earnings per Share,  which
establishes new standards for computing and presenting earnings per share.  SFAS
128  is  effective  for  financial statements issued for  periods  ending  after
December  15,  1997  and requires restatement of all prior-period  earnings  per
share  data.   Early  application of SFAS 128 is not permitted.   The  Company's
adoption  of the provisions of SFAS 128 will result in the dual presentation  of
basic and diluted earnings per share on the Company's income statement.  Diluted
earnings  per  share as calculated under SFAS 128 is not expected to  materially
differ from primary earnings per share amounts previously presented.


                                        
                         PART II.  -  OTHER INFORMATION


ITEM 5.   Other Information.

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

          None


                                    SIGNATURE

Pursuant  to  the  requirement  of the Securities  Exchange  Act  of  1934,  the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.

<TABLE>
                             Optek Technology, Inc.
                                        
          <S>    <C>               <C>  <C>
           Date    May 23, 1997    By:  /s/ Thomas R.
              :                         Filesi
                                        Thomas R. Filesi
                                        President and
                                        CEO
                                        (Principal
                                        Executive
                                        Officer)
                                        
           Date    May 23, 1997    By:  /s/ William J.
              :                         Collinsworth
                                        William J.
                                        Collinsworth
                                        Vice President -
                                        Finance
                                        (Principal
                                        Financial
                                        Officer)
                                    </TABLE>
                                        


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-END>                               MAY-02-1997
<CASH>                                            2706
<SECURITIES>                                         0
<RECEIVABLES>                                     7813
<ALLOWANCES>                                      1554
<INVENTORY>                                       6116
<CURRENT-ASSETS>                                 16299
<PP&E>                                           30620
<DEPRECIATION>                                   19993    
<TOTAL-ASSETS>                                   27013
<CURRENT-LIABILITIES>                             7695
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            41
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     27013
<SALES>                                          18251
<TOTAL-REVENUES>                                 18251
<CGS>                                            10750
<TOTAL-COSTS>                                    14221
<OTHER-EXPENSES>                                     5
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   2
<INCOME-PRETAX>                                   4027
<INCOME-TAX>                                      1408
<INCOME-CONTINUING>                               2619
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      2619
<EPS-PRIMARY>                                      .34
<EPS-DILUTED>                                      .34
        

</TABLE>


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