<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
Quarterly Report under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarter ended: September 29, 1996 Commission File Number: 0-19589
CONCEPTRONIC, INC.
-----------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 02-0413153
-------- ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
6 Post Road, Portsmouth, New Hampshire 03801
-------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: 603-431-6262
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 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 September 29, 1996, there were 1,700,000 shares
of Common Stock of the Registrant outstanding.
<PAGE> 2
CONCEPTRONIC, INC.
<TABLE>
INDEX
<S> <C>
Part I - Financial Statements:
Item 1 - Financial Statements
Condensed Balance Sheets -
September 29, 1996 (Unaudited) and December 31, 1995 3
Condensed Statements of Operations (Unaudited) -
Three Months and Nine Months Ended September 29, 1996 and
October 1, 1995 4
Condensed Statements of Cash Flows (Unaudited)-
Nine Months Ended September 29, 1996 and October 1, 1995 5
Notes to Condensed Financial Statements
(unaudited) 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - Other Information
Items 1 through 6 9
Signatures 10
</TABLE>
<PAGE> 3
CONCEPTRONIC, INC.
<TABLE>
Condensed Balance Sheets
<CAPTION>
Sept. 29, 1996 Dec.31,1995*
-------------- ------------
Assets (Unaudited)
<S> <C> <C>
Current assets:
Cash $ 11,703 $ 10,101
Accounts receivable, net 3,057,218 2,830,146
Inventories 3,683,927 3,240,066
Other assets, current 125,648 135,950
----------- -----------
Total current assets 6,878,496 6,216,263
Property, plant and equipment, net 1,388,189 1,521,915
Purchased software costs and other assets 14,035 76,611
----------- -----------
$ 8,280,720 $ 7,814,789
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Current portion long-term debt $ 45,000 $ 43,000
Short-term borrowings 1,234,302 844,605
Accounts payable 1,383,767 1,167,875
Accrued expenses and other liabilities 925,187 906,569
----------- -----------
Total current liabilities 3,588,256 2,962,049
----------- -----------
Long-term debt, excluding current portion 1,052,317 1,086,850
----------- -----------
Stockholders' equity:
Common stock $.01 par value 17,000 17,000
Additional paid-in capital 5,199,747 5,199,747
Accumulated deficit (1,576,600) (1,450,857)
----------- -----------
Total stockholders' equity 3,640,147 3,765,890
----------- -----------
$ 8,280,720 $ 7,814,789
=========== ===========
<FN>
* Condensed from audited financial statements
</TABLE>
The accompanying notes are an integral part of these
condensed financial statements.
<PAGE> 4
CONCEPTRONIC, INC.
<TABLE>
Condensed Statements of Operations
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
-------------------------- ----------------------------
September 29, October 1, September 29, October 1,
1996 1995 1996 1995
------------ --------- ------------ ---------
<S> <C> <C> <C> <C>
Net sales $4,072,237 $3,895,469 $11,632,499 $10,889,885
Cost of goods sold 2,940,339 2,642,265 8,544,706 7,469,627
---------- ---------- ----------- -----------
Gross profit 1,131,898 1,253,204 3,087,793 3,420,258
Selling, general and administrative expenses 870,532 762,517 2,692,061 2,356,078
Research and development expense 69,932 89,360 294,577 246,666
---------- ---------- ----------- -----------
Income from operations 191,434 401,327 101,155 817,514
Other expense:
Legal costs 9,227 296,916 89,666 516,762
Interest expense, net 46,211 36,154 137,232 92,762
---------- ---------- ----------- -----------
Income (loss) before income tax
expense 135,996 68,257 (125,743) 207,990
Income tax expense - - - -
---------- ---------- ----------- -----------
Net income (loss) $ 135,996 $ 68,257 $ (125,743) $ 207,990
========== ========== =========== ===========
Net income (loss) per share $ .08 $ .04 $ (.07) $ .12
========== ========== =========== ===========
Weighted average number of shares outstanding
1,700,000 1,700,000 1,700,000 1,700,000
========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 5
CONCEPTRONIC, INC.
<TABLE>
Condensed Statements of Cash Flows
(Unaudited)
<CAPTION>
Nine Months Ended
September 29, 1996 October 1,
1995
------------------ ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(125,743) $207,990
Adjustments to reconcile net income (loss) to net
cash provided by (used for) operating activities:
Depreciation and amortization 254,468 265,550
Changes in assets and liabilities:
Accounts receivable (227,072) 355,580
Inventories (443,861) (970,702)
Refundable income taxes and other assets 10,302 10,687
Accounts payable 215,892 (677,245)
Accrued expenses and other liabilities 18,618 (62,983)
--------- ---------
Net cash used for operating activities (297,396) (871,123)
--------- ---------
Cash flows used for investing activities:
Additions to property, plant and equipment (58,166) (6,544)
--------- ---------
Cash flows used for financing activities:
Proceeds from line of credit, net 389,697 846,094
Net repayments of current note payable (32,533) (23,413)
--------- ---------
Net cash provided by financing activities 357,164 822,681
Net increase (decrease) in cash 1,602 (54,986)
Cash at beginning of period 10,101 73,062
--------- ---------
Cash at end of period $ 11,703 $ 18,076
========= =========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 6
CONCEPTRONIC, INC.
Notes to Condensed Financial Statements
(Unaudited)
A) Name of Business
----------------
Conceptronic, Inc. (the "Company") manufactures and sells equipment used in
the assembly and repair of printed circuit boards.
B) Basis for Presentation
----------------------
As permitted by the rules of the Securities and Exchange Commission (the
"Commission") applicable to quarterly reports on Form 10-QSB, these notes are
condensed and do not contain all disclosures required by generally accepted
accounting principles. Reference should be made to the financial statements and
related notes included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995, filed with the Commission on March 29, 1996.
At December 31, 1995, operating loss carry forwards of approximately
$719,000 were available to offset future taxable income for income tax purposes.
In the opinion of management of Conceptronic, Inc. (the "Company"), the
accompanying unaudited condensed financial statements contain all adjustments
considered necessary to present fairly the financial position of the Company as
of September 29, 1996 and the results of its operations and cash flows for the
periods presented. The Company prepares its interim financial information using
the same accounting principles as it does for its annual financial statements.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
C) Earnings per Share
------------------
Earnings per share is computed based on the weighted average number of
common shares outstanding adjusted, when dilutive, for the number of shares
issuable upon assumed exercise of stock options after the assumed repurchase of
shares with the related proceeds.
D) Litigation
----------
On December 13, 1991, the Company was served with a complaint from
Vitronics Corporation ("Vitronics"), one of the Company's competitors, alleging
patent infringement involving its reflow soldering ovens. Vitronics stated that
it sought an injunction, together with unspecified damages and costs. The claim
was filed in the United States Federal District Court, District of New
Hampshire.
In August 1995, the presiding U.S. District Court judge issued a directed
verdict of non-infringement in Conceptronic's favor regarding method patent
#4,654,502. Additionally, a favorable decision was reached on the apparatus
patent #4,833,301 by a jury which found non-infringement on all past and current
Conceptronic ovens. Vitronics' has appealed the non-infringement finding of
patent #4,654,502. The United States Court of Appeals has subsequently reversed
the trial court's judgment of non-infringement of claim 1 of patent #4,654,502
and remanded the case for further proceedings.
In a related action, in July 1996, the United States Patent Office granted
Conceptronic's request for a reexamination of Vitronics' patent #4,654,502 claim
1 and 2.
In the opinion of counsel, the ultimate outcome of this litigation cannot
presently be determined; however, management of the Company believes the claim
is without merit and that the Company will prevail. Accordingly, no provision
has been made in the accompanying financial statements for any potential
liability that might result.
<PAGE> 7
CONCEPTRONIC, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 29, 1996 COMPARED TO THREE MONTHS ENDED OCTOBER 1,
1995.
The Company had a profit of approximately $136,000 for the three months ended
September 29, 1996 compared to a profit of $68,000 for the three months ended
October 1, 1995. Higher third quarter 1996 profits was due to lower legal costs
and increased sales volume offset by lower gross profit margins compared to
the third quarter for 1995.
Net sales in the third quarter of 1996 were approximately $4,072,000 compared to
approximately $3,895,000 for the third quarter of 1995, an increase of
approximately 5%. A 15% increase in third quarter bookings compared to the same
period in 1995 resulted in higher third quarter sales.
Bookings in the third quarter of 1996 were approximately $3,787,000, compared to
approximately $3,295,000 in the third quarter of 1995, an increase of
approximately 15%. Increased bookings for the Company's Freedom HGR 2000 rework
station, accounts for the third quarter increase.
Gross profit margin was 28% of sales in the third quarter of 1996 compared to
32% for the third quarter of 1995. The Company is experiencing increasing
competitive pressures brought on by over-capacity in the industry and the higher
manufacturing costs required to meet customer expectations in product
performance and reliability. However, the Company has initiated a price
increase, which management expects will improve margins.
Selling, general and administrative expenses for the third quarter of 1996 were
$871,000 compared to $763,000 for the third quarter of 1995. The increase was
largely due to product promotion expenditures and the expansion of the Company's
sales and service organization.
Research and development expenditures for the third quarter of 1996 were $70,000
compared to $89,000 in the third quarter of 1995. The Company continues to spend
the majority of its development dollars on its reflow solder oven line and
Freedom series rework stations.
Legal costs for the third quarter of 1996 were $9,000 compared to $297,000 for
the same period in 1995. These costs were incurred in the Company's
defense of the patent infringement suit with Vitronics.
Net interest expense for the third quarter of 1996 was $46,000 compared to
$36,000 for the third quarter of 1995. The interest expense represents the
mortgage interest on the Company's manufacturing and office facility and the
Company's credit line. The increase in expense for the third quarter 1996
compared to 1995 is attributed to increased amounts outstanding under the credit
line due to the need to fund working capital requirements.
NINE MONTHS ENDED SEPTEMBER 29, 1996 COMPARED TO NINE MONTHS ENDED OCTOBER 1,
1995.
The Company had a net loss of approximately $126,000 for the first nine months
of 1996 compared to a net profit of $208,000 for the same period in 1995. Lower
margins and higher operating expenses contributed to the 1996 loss offset by
lower legal costs.
Net sales for the first nine months of 1996 were approximately $11,632,000
compared to $10,890,000 for the same period in 1995, an increase of 7%. The
increase is primarily due to sales of the Company's Freedom HGR 2000 series
rework station.
<PAGE> 8
Bookings for the period ending September 29, 1996 were approximately $11,587,000
compared to $10,457,000 for the same period in 1995, an 11% increase. A large
portion of the increase is due to the increasing demand for the Company's
Freedom HGR 2000 rework station. Backlog as of September 29, 1996 was
approximately $1,328,000 compared to approximately $1,815,000 as of October 1,
1995.
Gross profit margin was 27% for the nine months ended September 29, 1996
compared to 31% for the same period in 1995. The Company is experiencing a
decline in 1996 margins due to increasing competitive pressures brought on by
over-capacity in the industry and the higher manufacturing costs required to
meet customer expectations in product performance and reliability. However, the
Company has initiated a price increase, which management expects will improve
margins.
Selling, general and administrative expenses for the nine months ended September
29, 1996 were $2,692,000 compared to $2,356,000 for the same period in 1995. The
increase is largely due to product promotion expenditures and the expansion of
the Company's sales and service organization.
Research and development expenditures for the first nine months of 1996 were
$295,000 compared to $247,000 in the same period in 1995. The Company continues
to spend the majority of its development dollars on its reflow solder oven line
and Freedom series rework stations.
Legal costs for the first nine months of of 1996 were $90,000 compared to
$517,000 for the same period in 1995. These costs were incurred in the
Company's defense of the patent infringement suit with Vitronics.
Net interest expense for the first nine months of 1996 was $137,000 compared to
$93,000 for the same period in 1995. The interest expense represents the
mortgage interest on the Company's manufacturing and office facility and the
Company's credit line. The increase in expense for 1996 compared to 1995 is
attributed to increased amounts outstanding under the credit line to fund
working capital requirements.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used for operations for the period ending September 29, 1996 was
$297,000 compared to $871,000 for the period ending October 1, 1995. The change
in cash from operations is due to the year-to-date 1996 loss of $126,000, an
increase in inventories to support on-time reflow oven deliveries and an
increasing bookings rate for the Freedom HGR 2000 rework station and an increase
in receivables reflecting the higher third quarter 1996 shipping rate. This use
of cash flows was offset by higher vendor trade payables. Net cash used for
investing activities for the nine months ended September 29, 1996 was $58,000
compared to $7,000 for the same period in 1995, 1996 additions include $30,000
for electrical service upgrades. Net cash flows provided by financing activities
was $357,000 for the nine months ended September 29, 1996 compared to net cash
flows provided by financing activities of $823,000 for the same period in 1995.
The decrease reflects changes in proceeds from the Company's working capital
credit line.
The Company has a $1,500,000 demand line of credit with the First National Bank
of Boston of which $1,234,000 was drawn down as of September 29, 1996.
The Company believes it has sufficient cash flows from operations, cash on hand,
and its credit line to finance its business for the balance of the fiscal year.
This release contains forward-looking statements based on current expectations
that involve a number of risks and uncertainties. The factors that could cause
actual results to differ materially include the following: general economic
conditions and growth rates in the SMT circuit manufacturing industry and
related industries, including but not limited to the printed circuit board
industry; competitive factors and pricing pressures; changes in product mix;
changes in the seasonality of demand patterns; the timely development and
acceptance of new products; inventory risks due to shifts in market demand;
component constraints and shortages; risks of nonpayment of accounts receivable;
ramp up and expansion of manufacturing capacity; and the risks described from
time to time in the Company's SEC reports.
<PAGE> 9
CONCEPTRONIC, INC.
PART II
Other Information
Item 1: Legal Proceedings.
The Company is involved in the following action:
1. VITRONICS CORPORATION V. CONCEPTRONIC, INC. On December 13,
1991, the Company was served with a complaint from Vitronics Corporation
("Vitronics"), one of the Company's competitors, alleging patent infringement
involving its reflow soldering ovens. Vitronics stated that it sought an
injunction, together with unspecified damages and costs. The claim was filed in
the United States Federal District Court, District of New Hampshire.
In August 1995, the presiding U.S. District Court judge issued a
directed verdict of non-infringement in Conceptronic's favor regarding method
patent #4,654,502. Additionally, a favorable decision was reached on the
apparatus patent #4,833,301 by a jury which found non-infringement on all past
and current Conceptronic ovens. Vitronics' has appealed the non-infringement
finding of patent #4,654,502. The United States Court of Appeals has
subsequently reversed the trial court's judgment of non-infringement of claim 1
of patent #4,654,502 and remanded the case for further proceedings.
In a related action, in July 1996, the United States Patent
Office granted Conceptronic's request for a reexamination of Vitronics' patent
#4,654,502 claim 1 and 2.
In the opinion of counsel, the ultimate outcome of this
litigation cannot presently be determined; however, management of the Company
believes the claim is without merit and that the Company will prevail.
Accordingly, no provision has been made in the accompanying financial statements
for any potential liability that might result.
Items 2 and 3: Not Applicable
Item 4: Not Applicable.
Item 5: Not Applicable
Item 6: Exhibits and Reports on form 8-K
(a) 11a Statement Regarding Computation of Per Share Earnings
(b) Financial Data Schedule #27
(c) Reports on Form 8-K
none
<PAGE> 10
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.
Conceptronic, Inc.
November 12, 1996 By: /s/ Reiner H. Bosselmann
--------------------------------------
Reiner H. Bosselmann
Chief Executive Officer
November 12, 1996 By: /s/ William D. Gray
--------------------------------------
William D. Gray
Chief Financial Officer
<PAGE> 1
EXHIBIT 11 a
CONCEPTRONIC, INC.
<TABLE>
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<CAPTION>
Three Months Ended Nine Months Ended
September 29, 1996 October 1, 1995 September 29, 1996 October 1, 1995
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ 135,996 $ 68,257 $ (125,743) $ 207,990
---------- ---------- ---------- ----------
PRIMARY EARNINGS PER SHARE
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 1,700,000 1,700,000 1,700,000 1,700,000
STOCK OPTIONS -- -- -- --
OTHER -- -- -- --
---------- ---------- ---------- ----------
1,700,000 1,700,000 1,700,000 1,700,000
NET INCOME (LOSS) PER SHARE $ .08 $ .04 $ (.07) $ .12
---------- ---------- ---------- ----------
FULLY DILUTED EARNINGS PER SHARE:
WEIGHTED AVERAGED COMMON SHARES OUTSTANDING 1,700,000 1,700,000 1,700,000 1,700,000
STOCK OPTIONS -- -- -- --
OTHER -- -- -- --
---------- ---------- ---------- ----------
1,700,000 1,700,000 1,700,000 1,700,000
NET INCOME (LOSS) PER SHARE $ .08 $ .04 $ (.07) $ .12
---------- ---------- ---------- ----------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000879986
<NAME> CONCEPTRONIC, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-29-1996
<EXCHANGE-RATE> 1
<CASH> 11,703
<SECURITIES> 0
<RECEIVABLES> 3,057,218
<ALLOWANCES> 0
<INVENTORY> 3,683,927
<CURRENT-ASSETS> 6,878,496
<PP&E> 1,388,189
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,280,720
<CURRENT-LIABILITIES> 3,588,256
<BONDS> 0
<COMMON> 17,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,280,720
<SALES> 11,632,499
<TOTAL-REVENUES> 11,632,499
<CGS> 8,544,706
<TOTAL-COSTS> 8,544,706
<OTHER-EXPENSES> 89,666
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 137,232
<INCOME-PRETAX> (125,743)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (125,743)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
