1
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 November 2, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-25554
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CONTINENTAL CIRCUITS CORP.
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(Exact name of registrant as specified in its charter)
Delaware 86-0267198
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3502 East Roeser Road, Phoenix, Arizona 85040
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 268-3461
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No Change
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(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
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The number of shares outstanding of each of the issuer's classes of common
stock was 7,195,325 shares common stock, par value $.01, as of December 1, 1996.
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CONTINENTAL CIRCUITS CORP.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONTINENTAL CIRCUITS CORP.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
Three months ended
November 2, October 31,
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1996 1995
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Net sales $ 27,123 $ 28,508
Cost of products sold 22,660 22,775
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Gross profit 4,463 5,733
Selling, general and administrative
expenses 2,030 1,913
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Income from operations 2,433 3,820
Other (income) expense:
Interest expense 64 110
Other 4 (13)
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Income before income taxes 2,365 3,723
Income taxes 932 1,475
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Net income $ 1,433 $ 2,248
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Net income per share $ 0.19 $ 0.30
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Number of shares used in computing
net income per share 7,424 7,430
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See notes to condensed financial statements.
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CONTINENTAL CIRCUITS CORP.
CONDENSED BALANCE SHEETS
(In thousands, except share data)
November 2, July 31,
1996 1996
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Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 5,584 $ 3,851
Accounts receivable, less allowance of $39 at
November 2, 1996 and $167 at July 31, 1996 15,935 15,114
Inventories 5,981 4,796
Prepaid expenses, income taxes and other 265 499
Deferred income taxes 714 714
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Total current assets 28,479 24,974
Property, plant, and equipment:
Land 3,171 2,899
Buildings and improvements 19,267 18,353
Machinery & equipment 54,923 53,065
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77,361 74,317
Accumulated depreciation 41,600 40,200
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35,761 34,117
Other assets 518 495
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Total assets $64,758 $59,586
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Liabilities and shareholders' equity Current liabilities:
Accounts payable $ 8,746 $ 7,193
Accrued vacation 818 720
Other accrued expenses 1,994 1,332
Income taxes 673 -
Current portion of long-term debt 1,000 1,000
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Total current liabilities 13,231 10,245
Long-term debt, less current portion 4,083 3,333
Deferred income taxes 1,976 1,976
Commitments and contingencies
Total shareholders' equity 45,468 44,032
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Total liabilities and shareholders' equity $64,758 $59,586
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See notes to condensed financial statements.
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CONTINENTAL CIRCUITS CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three months ended
November 2, October 31,
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1996 1995
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Operating activities
Net income $ 1,433 $ 2,248
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 1,400 1,528
Deferred income taxes - 1
Provision for doubtful accounts 6 6
Changes in operating assets and liabilities:
Accounts receivable (827) (2,887)
Inventories (1,185) (443)
Prepaid expenses, income taxes and other 234 (152)
Other assets (23) 13
Accounts payable 1,553 507
Accrued expenses 760 141
Income taxes payable 673 867
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Net cash provided by operating activities 4,024 1,829
Investing activities
Purchases of property, plant, and equipment (3,044) (3,285)
Financing activities
Principal payments on long-term debt (250) (536)
Borrowings under long-term debt and line of credit 1,000 2,036
Proceeds from issuance of common stock, net
of issuance costs 3 18
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Net cash provided (used) by financing activities 753 1,518
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Net increase in cash and cash equivalents 1,733 62
Cash and cash equivalents at beginning of period 3,851 2,038
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Cash and cash equivalents at end of period $ 5,584 $ 2,100
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See notes to condensed financial statements
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CONTINENTAL CIRCUITS CORP.
Notes to Condensed Financial Statements
(Unaudited)
November 2, 1996
Note 1. Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. 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 normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended November 2, 1996
are not necessarily indicative of the results that may be expected for the year
ended July 31, 1997.
Note 2. Inventories
The components of inventory consist of the following:
November 2, July 31,
1996 1996
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(In thousands)
Raw material $ 636 $ 649
Work in process 3,676 2,487
Finished goods 1,669 1,660
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$ 5,981 $ 4,796
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
INTRODUCTION
Except for historical information contained herein, the information in
this document contains forward-looking statements which are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve risks and uncertainties that could
cause the Company's actual performance to differ materially from the
forward-looking material. Factors which could cause or contribute to such
differences include, but are not limited to, the general economic and business
conditions affecting the volatile electronics industry, accuracy of customer
forecasts and communications with the Company, competitive pressures from other
independent and captive circuit board manufacturers, the Company's manufacturing
efficiency, the "Risk Factors" set forth in the Company's preliminary prospectus
dated September 8, 1995, and the Company's regular financial filings with the
Securities and Exchange Commission. The forward-looking statements should be
considered in light of these risks and uncertainties.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations primarily through
cash generated from operations, although such funds have been supplemented by
borrowings under a line of credit and term notes as needed. The Company's
principal uses of cash historically have been to pay operating expenses, make
capital expenditures and service debt.
Cash generated from operations totaled $4.0 million and $1.8 million
for the three months ended November 2, 1996 and October 31, 1995 respectively.
Major cash uses include inventory growth of $1.2 million and accounts receivable
of $800,000 for the three months ended November 2, 1996 and accounts receivable
of $2.9 million for the three months ended October 31, 1995. In both periods,
the Company experienced an increase in overall business activity from the
corresponding prior quarter ended July 31. Net sales growth from the previous
quarter ended July 31 was 10.6% and 11.6% for the three months ended November 2,
1996 and October 31, 1995 respectively. For the quarter ended November 2, 1996,
total inventories grew by 24.7% from the quarter ended July 31, 1996 to support
the sales increase noted above and anticipated requirements for the quarter
ending February 1, 1997. All inventory growth was in manufacturing work in
process. The accounts receivable increase noted above for the three months ended
November 2, 1996 and October 31, 1995 was primarily a result of sales increases
from their respective prior periods.
Capital expenditures totaled $3.0 million and $3.3 million for the
three months ended November 2, 1996 and October 31, 1995 respectively. Capital
expenditures for the three months ended November 2, 1996 were for routine
replacements and purchase of an adjacent building for $1.1 million. Capital
expenditures for the three months ended October 31, 1995 were for routine
replacements and the execution of the fiscal 1995 capital expansion plan. All
purchases were financed through cash generated from operations.
The Company believes that funds generated from operations and borrowing
availability under the existing line of credit agreement will be sufficient
through fiscal 1997. At November 2, 1996, there was no outstanding balance on
the $10 million line of credit.
On December 3, 1996, the Company completed the purchase of an
additional adjacent building for $1.7 million for enhanced manufacturing
capability. The funds for the additional building were provided from operations.
As previously announced, the Company has signed a letter of intent in
connection with the acquisition by the Company of Sigma Circuits, Inc. by an
exchange of stock. The Company is conducting due diligence on the acquisition,
and does not believe that the closing will occur in early calendar year 1997 as
previously anticipated.
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RESULTS OF OPERATIONS
Comparison of Three Months ended November 2, 1996 and October 31, 1995
Net sales decreased 4.9 % to $27.1 million for the three months ended
November 2, 1996 from $28.5 million for the three months ended October 31, 1995.
This decrease was the result of a unit volume decrease offset by a continuing
mix shift toward higher layer count, more complex products. Overall, price per
layer dropped from period to period. The Company's principal customers are
manufacturers and contract manufacturers of electronic devices that are subject
to rapid technological change, product obsolescence and economic cycles.
Gross profit as a percent of net sales decreased to 16.4 % for the
three months ended November 2, 1996 from 20.1% for the three months ended
October 31, 1995. This decrease was the result of additional labor costs and
overtime associated with the rapid increase in business activity and the
training activity for the new employees. Overhead was expensed from inventory as
internal capacity exceeded the business level during the three months ended
November 2, 1996.
Selling, general and administrative expenses increased 6.1% to $2.0
million for the three months ended November 2, 1996 from $1.9 million for the
three months ended October 31, 1995. This increase was primarily the result of
administrative salaries and advertising.
Income from operations decreased 36.3% to $2.4 million, or 9.0% of net
sales, for the three months ended November 2, 1996 from $3.8 million, or 13.4 %
of net sales, for the three months ended October 31, 1995 as a result of the
above factors.
Interest expense decreased 41.8 % to $64,000 for the three months ended
November 2, 1996 from $110,000 for the three months ended October 31, 1995.
Interest expense is net of interest earned on cash balances and interest expense
on long-term debt obligations. This decrease was a result of higher interest
earned during the three months ended November 2, 1996 due to a larger average
cash balance than during the three months ended October 31, 1995.
Income taxes decreased 36.8 % to $900,000 for the three months ended
November 2, 1996 from $1.5 million for the three months ended October 31, 1995.
The decrease was a result of the decrease in income before taxes.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on December 13,
1996 in Phoenix, Arizona. The election of three directors for three year terms,
the approval of the Continental Circuits Corp. Employee Stock Purchase Plan
("ESOP") and the approval of the Continental Circuits Corp. 1996 Stock Option
Plan ("Stock Option Plan") were the matters before the security holders. Results
of the shareholder action are set forth in the following table:
With- Non-
To elect: For %* Against %* Held %* Votes %*
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Angelo A. DeCaro, Jr 5,648,981 78.5 0 0.0 102,283 1.4 0 0.0
Albert A. Irato 5,727,481 79.6 0 0.0 23,783 0.3 0 0.0
John W. Nance 5,699,981 79.2 0 0.0 51,283 0.7 0 0.0
ESOP 4,050,831 56.3 50,459 0.7 26,935 0.4 1,623,039 22.6
Stock Option Plan 2,457,990 34.2 1,611,137 22.4 32,955 0.5 1,649,182 22.9
Total Shares Voted 5,751,264 79.9
Total Shares Unvoted 1,443,461 20.1
Total Shares Outstanding 7,194,725
* Percentages are stated in terms of total shares outstanding.
ITEM 5. OTHER INFORMATION
On November 4, 1996, the Company announced that it had recently signed
an interim, non-exclusive sub-licensing agreement with Hewlett-Packard Company
that grants the Company the rights to use DYCOstrate(R), an advanced
interconnect substrate production technology. DYCOstrate(R) is a plasma etching
process used to produce extremely small (under .006-inch) diameter holes, or
"microvias" in interconnect products. With it, the Company can produce the
smaller form factors, higher circuit densities, and more effectively manage the
heat requirements of advanced, high-performance computer, telecommunication,
instrumentation and aerospace applications.
The Company has adopted a 4-4-5 calendar with thirteen weeks in each
quarter, with each quarter ending on a Saturday, except for the last quarter of
the fiscal year, which will still end on July 31 of each calendar year. For the
fiscal year ended July 31, 1997, the quarters will end on November 2, 1996,
February 1, 1997, May 3, 1997 and July 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Exhibit Index following the signature page, which is
incorporated herein by this reference.
(b) Reports on Form 8-K
One report on Form 8-K was filed during the quarter ended
November 2, 1996. The report on Form 8-K was filed on October
15, 1996. The report announced the signing of a letter
of intent by the Company pertaining to the acquisition of
Sigma Circuits, Inc. No financial statements were filed
with the report.
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FORM 10-Q
a letter of intent by the Company pertaining to the
acquisition of Sigma Circuits, Inc. No financial statements
were filed with the report.
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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.
CONTINENTAL CIRCUITS CORP.
(Registrant)
Date: December 17, 1996 By: /s/ Frederick G. McNamee, III
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Frederick G. McNamee, III
Chairman of the Board, President
and Chief Executive Officer
Date: December 17, 1996 By: /s/ Joseph G. Andersen
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Joseph G. Andersen
Vice-President of Finance, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
TO
CONTINENTAL CIRCUITS CORP.
FORM 10-Q
QUARTERLY REPORT FOR THE QUARTER ENDED NOVEMBER 2, 1996
(Commission File 0-25554)
Exhibit Description
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3.1 Certificate of Incorporation of Registrant, as amended (1)
3.2 Bylaws of Registrant, as amended (1)
10.1 Purchase and Sale Agreement between IPEC Planar Phoenix, Inc.
and Registrant dated August 2, 1996.
10.2 Purchase and Sale Agreement between Arizona Refrigeration
Supplies, Inc. and Registrant dated December 3, 1996.
11 Statement re: computation of net income per share
27 Financial Data Schedule
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(1) Incorporated by reference to identically numbered exhibit in Registrant's
registration statement on Form S-1 (SEC File No. 33-88368), as amended,
initially filed on January 9, 1995.