SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 1996 ( ) 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: O-13715 VITRONICS CORPORATION (Exact name of registrant as specified in its charter) COMMONWEALTH OF MASSACHUSETTS 04-2726873 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 Forbes Road, Newmarket, NH 03857 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (603) 659-6550 NONE (Former name, former address and former fiscal year, if changed since last report) 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 --------- --------- Number of shares outstanding of each of the registrant's classes of common stock as of June 29, 1996: Common Stock, $.01 par value: 10,326,663 shares 1 VITRONICS CORPORATION INDEX Page ---- - -Part I - Financial Information: ------------------------------ Item 1 - Financial Statements: Condensed Consolidated Balance Sheets - June 29, 1996 (unaudited) and December 31, 1995 3 Condensed Consolidated Statements of Operations (unaudited) - Three Months and Six Months Ended June 29, 1996 and July 1, 1995 4 Condensed Consolidated Statements of Cash Flows (unaudited) - Six Months Ended June 29, 1996 and July 1, 1995 5 Notes to Condensed Consolidated Financial Statements (unaudited) 6 Calculation of Net Income Per Share - Three Months Ended June 29, 1996 and July 1, 1995 7 Calculation of Net Income Per Share - Six Months Ended June 29, 1996 and July 1, 1995 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II - Other Information --------------------------- Items 1 through 6 11 Signatures 12 2 VITRONICS CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (000's omitted) June 29, December 31, 1996 1995 (Unaudited) (*) --------------- ----------------- ASSETS - ------ Current assets: Cash and cash equivalents $ 1,921 $ 2,825 Accounts receivable, net 4,152 3,384 Inventories 2,778 2,650 Deferred taxes 439 548 Other current assets 131 194 ------- ------- Total current assets 9,421 9,601 Property and equipment, net 443 402 Deferred taxes 175 175 Other assets 78 68 ------- ------- $10,117 $10,246 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current liabilities: Accounts payable $ 1,756 $ 1,978 Income taxes payable 182 69 Other current liabilities 1,360 1,899 Current maturities of long-term liabilities 146 150 ------- ------- Total current liabilities 3,444 4,096 Long-term liabilities, net of current maturities 243 246 COMMITMENTS AND CONTINGENCIES Stockholders' Equity: Common Stock, $.01 par value 103 103 Additional paid-in capital 6,804 6,793 Foreign currency translation (205) (202) Retained earnings (deficit) (272) (790) ------- ------- 6,430 5,904 ------- ------- $10,117 $10,246 ------- ======= * Condensed from audited financial statements The accompanying notes are an integral part of these condensed financial statements. 3 VITRONICS CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (000's omitted except per share amounts) Three Months Ended Six Months Ended ------------------- ------------------ June 29, July 1, June 29, July 1, 1996 1995 1996 1995 --------- -------- -------- -------- Net sales $ 6,207 $ 5,767 $12,066 $10,620 Cost of goods sold 3,918 3,345 7,436 6,327 ------- ------- ------- ------- Gross profit 2,289 2,422 4,630 4,293 Selling, general and administrative 1,501 1,423 2,943 2,638 expenses Research and development costs 435 333 804 636 Patent Litigation 7 75 27 150 ------- ------- ------- ------- 1,943 1,831 3,774 3,424 ------- ------- ------- ------- Income from operations 346 591 856 869 Non-operating expense - net 12 (52) 7 (103) ------- ------- ------- ------- Income before taxes 358 539 863 766 Income taxes 143 13 345 16 ------- ------- ------- ------- Net income $ 215 $ 526 $ 518 $ 750 ======= ======= ======= ======= Net earnings per common share: Primary $.02 $.06 $.05 $.09 ======= ======= ======= ======= Fully diluted $.02 $.05 $.05 $.08 ======= ======= ======= ======= Weighted average number of common and common equivalent shares used in calculation of earnings per common share: Primary 10,757 8,095 10,809 8,132 ======= ======= ======= ======= Fully diluted 10,757 10,537 10,815 10,155 ======= ======= ======= ======= The accompanying notes are an integral part of these condensed financial statements. 4 VITRONICS CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (000's omitted) Six Months Ended ------------------- June 29, July 1, 1996 1995 --------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 518 $ 750 Adjustments to reconcile net income to net cash flows provided by (used for) operating activities: Depreciation and amortization 105 111 Provision for excess and obsolescence 118 155 Provision for bad debts 3 10 Changes in current assets and liabilities: Accounts receivable (771) (501) Inventories (246) (838) Other current assets 63 43 Accounts payable (222) 350 Income taxes 222 --- Other current (539) 273 liabilities ------- ----- Total adjustments (1,267) (397) ------- ----- Net cash provided by/used for operating activities (749) 353 CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (73) (17) Additions to other assets (28) (43) ------- ----- Net cash used for investing activities (101) (60) CASH FLOWS FROM FINANCING ACTIVITIES: Payments of long-term debt (62) (132) Issuance of common stock 11 4 ------- ----- Net cash used for financing activities (51) (128) Foreign currency translation adjustment (3) 16 ------- ----- CASH: Net increase (decrease) (904) 181 Balance, beginning period 2,825 671 ------- ----- Balance, end of period $ 1,921 $ 852 ======= ===== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the periods for: Interest 19 86 Income taxes 122 3 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Capital lease obligations 55 -- The accompanying notes are an integral part of these condensed financial statements 5 VITRONICS CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) A. BASIS PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 29, 1996 are not necessarily indicative of the results expected for the year ended December 31, 1996. For further information, refer to the Company's consolidated financial statements and notes thereto contained in the Company's Form 10-K for the year ended December 31, 1995, filed with the Securities and Exchange Commission (File #0-13715) on April 1, 1996. B. INVENTORIES Inventories valued at the lower of cost (determined using the first-in, first-out method) or market, were as follows (in thousands): June 29, December 31, 1996 1995 -------- ------------ Finished Goods $ 495 $ 498 Work in process 773 926 Raw materials 1,510 1,226 ------ ------ $2,778 $2,650 ====== ====== 6 VITRONICS CORPORATION AND SUBSIDIARIES CALCULATION OF NET EARNINGS PER COMMON SHARE FOR THE THREE MONTHS ENDED JUNE 29, 1996 AND JULY 1, 1995 June 29, 1996 ------------------------ Fully Primary Diluted ----------- ----------- Net income $ 215,000 $ 215,000 Weighted average shares outstanding: Common stock 10,319,619 10,319,619 Stock options 437,806 437,806 ----------- ----------- Weighted average shares outstanding 10,757,425 10,757,425 =========== =========== Earnings per share $ .02 $ .02 July 1, 1995 ----------- Fully Primary Diluted ----------- ----------- Net income $ 526,000 $ 556,000 Weighted average shares outstanding: Common stock 7,553,638 7,553,638 Convertible debentures 2,400,000 Warrants 203,945 212,830 Stock options 337,628 371,016 ----------- ----------- Weighted average shares outstanding 8,095,211 10,537,484 =========== =========== Earnings per share $ .06 $ .05 7 VITRONICS CORPORATION AND SUBSIDIARIES CALCULATION OF NET EARNINGS PER COMMON SHARE FOR THE SIX MONTHS ENDED JUNE 29, 1996 AND JULY 1, 1995 June 29, 1996 ------------------------ Fully Primary Diluted ----------- ----------- Net income $ 518,000 $ 518,000 Weighted average shares outstanding: Common stock 10,316,735 10,316,735 Stock options 492,309 498,722 ----------- ----------- Weighted average shares outstanding 10,809,044 10,815,457 =========== =========== Earnings per share $ .05 $ .05 July 1, 1995 ------------ Fully Primary Diluted ----------- ----------- Net income $ 750,000 $ 810,000 Weighted average shares outstanding: Common stock 7,552,611 7,552,611 Convertible debentures 2,400,000 Warrants 212,107 216,895 Stock options 367,383 385,369 ----------- ----------- Weighted average shares outstanding 8,132,101 10,554,875 =========== =========== Earnings per share $ .09 $ .08 8 VITRONICS CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Sales for the quarter ended June 29, 1996 were $6,207,000 compared with $5,767,000 for the same period in 1995, an increase of 8%. Sales for the six months ended June 29, 1996 were $12,066,000 compared with $10,620,000 for the same period of 1995, an increase of 14%. Bookings for the three months ended June 29, 1996 were $6,059,000 versus $6,736,000 for the same period in 1995, a decrease of 10%. Bookings for the six months ended June 29, 1996 were $12,665,000 versus $12,069,000 for the same period of 1995, an increase of 5%. The increase in bookings and revenues for the six month period were a result of increased demand for the Company's UNITHERM(R), UNITHERM(R)II and ISOTHERM(TM) products. The Company also experienced an increased demand for its aqueous cleaner product. The decrease in bookings during the second quarter of 1996 was a result of a slowdown in our European market. During the second quarter, bookings in the United States and Southeast Asian markets remained strong. The Company does not anticipate that the percentage change in net revenue and bookings for the three month and six month periods ended June 29, 1996 are necessarily indicative of the percentage change in net revenues and bookings to be expected for the entire fiscal year. Backlog as of June 29, 1996 was $3,446,000 versus $2,847,000 at December 31, 1995, and $4,038,000 as of July 1, 1995. Gross margin for the three months ended June 29, 1996 decreased to 37% from 42% for the same period in 1995. For the six month period ended June 29, 1996, the gross margin percentage was 38% versus 40%. The decrease in gross margins is a result of product mix as the Company sold more low-end products, which have a lower gross margin. Operating expenses for the three months ended June 29, 1996 were $1,943,000 versus $1,831,000 for the same period in 1995, an increase of 6%. Operating expenses as a percentage of sales were 31% and 32% for the respective three month periods. Operating expenses for the six months ended June 29, 1996 were $3,774,000 versus $3,424,000 for the same period in 1995, an increase of 10%. Operating expenses as a percentage of sales were 31% and 32% for the respective six month periods. The increase in actual expenses is a result of the higher sales volume which resulted in higher commission and marketing expenses, increased staffing levels and increased spending on research and development related to the introduction of the new SELECTSeries(TM) of products in early 1996. For the second quarter of 1996, selling, general and administrative expenses as a percentage of sales were 24% versus 25% in 1995. Research and development expenses as a percentage of sales for such periods were 7% in 1996, and 6% in 1995. For the six months ended June 29, 1996, selling, general and administrative expenses as a percentage of sales were 24% as compared to 25% in 1995. Research and development expenses as a percentage of sales were 7% in 1996 and 7% in 1995. Expenses relating to the Company's patent infringement lawsuit were $7,000 for the three months ended June 29, 1996, as compared to $75,000 for the comparable 1995 period. Expenses for the six month period ending June 29, 1996 were $27,000 as compared to $150,000 for the comparable 1995 period. With the 9 conclusion of the Conceptronic trial in August 1995, and a verdict rendered for the defendant. In July 1996, the Company received a favorable ruling from the United States Court of Appeals for the Federal Circuit in its patent litigation suit against a competitor, Conceptronic Inc. The appellate court reversed the trial court's judgment of non-infringement by Conceptronic Inc. of Claim 1 of U. S. Patent No. 4,654,502 and has remanded the case back to the United States District Court for further proceedings. The Company does not anticipate that additional costs relating to this process will be significant until such time the case is returned to the trial court. The Company had non-operating income, net of $12,000 for the three months ended June 29, 1996, compared with non-operating expense, net of $51,000 for the comparable period in 1995. During the first six months of 1996, the Company had non-operating income, net of $7,000 compared to non-operating expenses, net of $103,000 for the comparable 1995 period. The improvement is a result of the conversion of the Subordinated Convertible Debenture in August 1995, which reduced interest expense in 1996 as compared to 1995. As a result of the Company's increased cash balances, the Company generated greater interest income in 1996. The Company recorded tax expense of $143,000 for the quarter ended June 29, 1996, as compared to $13,000 for the comparable quarter of 1995. For the six month period ended June 29, 1996, the Company had income tax expense of $345,000 as compared to $16,000 for the same period in 1995. The Company reduced its income tax valuation allowance during the fourth quarter of 1995, and therefore the tax expense in the first half of 1996 reflects the Company's effective income tax rate. During the first half of 1995, the Company recognized net operating loss carryforwards for book purposes, which eliminated federal tax expense for that period. During the first quarter of 1996, the Company used $275,000 of net operating loss carryforwards for tax purposes, which reduced the actual tax payable. Net income for the second quarter of 1996 was $215,000, compared to $526,000 for the comparable period of 1995. For the second quarter of 1996, net income was $0.02 per primary share, and $0.02 per fully diluted share. For the comparable 1995 period, net income was $0.06 per primary share, and $0.05 per fully diluted share. Net income for the six month period ended June 29, 1996 was $518,000 compared to $750,000 for the same period in 1995. For the first six months of 1996, net income was $.05 per primary share, and $.05 per fully diluted share. For the comparable 1995 period, net income was $.09 per primary share, and $.08 per fully diluted share. LIQUIDITY AND CAPITAL RESOURCES The Company continues to monitor its operations spending levels very closely with the goal of cash conservation. During the six months ended June 29, 1996, cash decreased $904,000 to $1,921,000. This was a result of the Company's increasing its inventory levels for the introduction of its new SELECTSeries(TM) of reflow ovens. The Company also saw an increase in accounts receivable of $771,000 during the six month period. The increase was a result of timing of shipments during the second quarter. The Company has reviewed its capital spending budget for the remainder of 1996 and expects to finance its capital equipment acquisition through lease financing. The Company believes that its current cash balances and cash from operations will be adequate to meet the Company's working capital requirements during the year. 10 VITRONICS CORPORATION AND SUBSIDIARIES PART II OTHER INFORMATION ITEMS 1 THROUGH 3: NOT APPLICABLE ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 2, 1996, the Company held its Annual Meeting of Stockholders. Allen H. Keough and James R. Kanely were elected as Class C Directors of the Company. Set forth below are the results of each matter voted upon at the Annual Meeting: 1. Election of Directors FOR WITHHELD --- -------- Allen H. Keough 9,226,895 510,000 James R. Kanely 9,226,895 510,000 2. Ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's independent public accountants: FOR AGAINST ABSTENTIONS --- ------- ----------- 9,718,395 9,300 9,200 ITEM 5: OTHER INFORMATION None ITEM 6: (a). Exhibits 27 Financial Data Schedule (b). Reports on Form 8-K None 11 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. VITRONICS CORPORATION Date: August 9 , 1996 By: /s/James J. Manfield, Jr. --------------------------- James J. Manfield, Jr. Chairman of the Board, Chief Executive Officer, Chief Financial Officer, and Treasurer Date: August 9, 1996 By: /s/Ronald W. Lawler ----------------------------- Ronald W. Lawler, President and Chief Operating Officer Date: August 9, 1996 By: /s/Daniel J. Sullivan ------------------------------ Daniel J. Sullivan, Vice President, Controller and Principal Accounting Officer 12