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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 May 3, 1997
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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 [ ]
The number of shares outstanding of each of the issuer's classes of common
stock was 7,234,826 shares common stock, par value $.01, as of June 2, 1997.
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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 Nine months ended
May 3, April 30, May 3, April 30,
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1997 1996 1997 1996
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Net sales $31,862 $ 26,464 $88,547 $ 83,832
Cost of products sold 25,714 22,058 72,766 67,478
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Gross profit 6,148 4,406 15,781 16,354
Selling, general and administrative
expenses 2,295 2,002 6,134 6,099
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Income from operations 3,853 2,404 9,647 10,255
Other (income) expense:
Interest expense 83 153 206 446
Other 39 (29) 364 (4)
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Income before income taxes 3,731 2,280 9,077 9,813
Income taxes 1,352 900 3,448 3,880
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Net income $ 2,379 $ 1,380 $ 5,629 $ 5,933
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Net income per share $ 0.32 $ 0.19 $ 0.76 $ 0.80
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Number of shares used in computing
net income per share 7,457 7,413 7,450 7,428
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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)
May 3, July 31,
1997 1996
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Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 1,068 $ 3,851
Accounts receivable - net 16,686 15,114
Inventories 7,204 4,796
Prepaid expenses and other current assets 2,225 1,213
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Total current assets 27,183 24,974
Property, plant, and equipment - net 44,520 34,117
Other assets 81 495
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Total assets $71,784 $59,586
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Liabilities and shareholders' equity
Current liabilities:
Accounts payable $12,510 $ 7,193
Accrued expenses and taxes 3,027 2,052
Current portion of long-term debt 1,000 1,000
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Total current liabilities 16,537 10,245
Long-term debt, less current portion 3,583 3,333
Deferred income taxes 1,976 1,976
Shareholders' equity:
Common stock 72 72
Additional paid-in capital 10,296 10,077
Retained earnings 39,320 33,883
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Total shareholders' equity 49,688 44,032
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Total liabilities and shareholders' equity $71,784 $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)
Nine months ended
May 3, April 30,
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1997 1996
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Operating activities
Net income $ 5,629 $ 5,933
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 4,453 3,782
Deferred income taxes -- --
Provision for doubtful accounts (credit) (66) 318
Changes in operating assets and liabilities:
Accounts receivable (1,506) (1,342)
Inventories (2,158) (550)
Prepaid expenses, income taxes and other (1,012) (825)
Other assets 222 64
Accounts payable 5,317 (1,083)
Accrued expenses and taxes 505 (178)
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Net cash provided by operating activities 11,384 6,119
Investing activities
Purchases of property, plant, and equipment (12,036) (6,613)
Purchase of a business (2,600) --
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Net cash (used) by investing activities (14,636) (6,613)
Financing activities
Principal payments on long-term debt (750) (774)
Borrowings under long-term debt and line of credit 1,000 1,857
Proceeds from issuance of common stock, net
of issuance costs 219 140
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Net cash provided by financing activities 469 1,223
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Net increase in cash and cash equivalents (2,783) 729
Cash and cash equivalents at beginning of period 3,851 2,038
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Cash and cash equivalents at end of period $ 1,068 $ 2,767
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See notes to condensed financial statements
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CONTINENTAL CIRCUITS CORP.
Notes to Condensed Financial Statements
(Unaudited)
May 3, 1997
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 and nine month period
ended May 3, 1997 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:
May 3, July 31,
1997 1996
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(In thousands)
Raw material $ 784 $ 649
Work in process 4,635 2,487
Finished goods 1,785 1,660
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$7,204 $4,796
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Comparison of Three Months ended May 3, 1997 and April 30, 1996
Net sales increased 20.4% to $31.9 million for the three months ended May
3, 1997 from $26.5 million for the three months ended April 30, 1996. The
combination of the effects of production levels, pricing per layer, and a
continuing mix shift toward higher layer count, more complex products resulted
in the increase. The Company's principal customers are OEM 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 increased to 19.3% for the three
months ended May 3, 1997 from 16.6% for the three months ended April 30, 1996.
The improvement was attributable to labor productivity increases, cost recovery
efforts and improved fixed cost utilization due to the increased production
volume.
Selling, general and administrative expenses increased 14.6% to $2.3
million for the three months ended May 3, 1997 from $2.0 million for the three
months ended April 30, 1996. This increase was due to additional marketing and
sales costs associated with higher shipment levels, and administrative expenses
supporting the recruiting and training of additional personnel.
Income from operations increased 60.3% to $3.9 million, or 12.1% of net
sales, for the three months ended May 3, 1997 from $2.4 million, or 9.1% of net
sales, for the three months ended April 30, 1996 as a result of the above
factors.
Net interest expense decreased 45.8% to $83,000 for the three months ended
May 3, 1997 from $153,000 for the three months ended April 30, 1996. This
decrease was a result of higher interest earned during the three months ended
May 3, 1997 than during the three months ended April 30, 1996, and $1.0 million
of long-term debt financed at a favorable interest rate.
Income before income taxes was unfavorably impacted by an other expense
increase of $40,000 as a result of a final charge of legal and other
professional costs associated with the abandoned acquisition of Sigma Circuits,
Inc.
Income taxes increased 50.2 % to $1.4 million for the three months ended
May 3, 1997 from $900,000 for the three months ended April 30, 1996 as a result
of higher income before taxes. Taxes for the three month period ending May 3,
1997 reflect a year-to-date adjustment for tax benefits associated with the
Company's foreign sales corporation. This adjustment reduces the effective tax
rate by one percent to approximately 38% for the 1997 period.
Comparison of Nine Months ended May 3, 1997 and April 30, 1996
Net sales increased 5.6% to $88.6 million for the nine months ended May 3,
1997 versus $83.8 million for the nine months ended April 30, 1996 due to
shipments of higher layer count, more complex, higher priced products.
Gross profit as a percent of net sales decreased to 17.8% for the nine
months ended May 3, 1997 from 19.5% for the nine months ended April 30, 1996.
Gross profit was negatively impacted during the 1997 period by the cancellation
of a high margin customer program and lower productivity and training costs
associated with direct labor increases to support business growth.
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Selling, general and administrative expenses remained flat at $6.1 million
during both reporting periods, with no significant spending variations.
Income from operations decreased 5.9% to $9.6 million for the nine months
ended May 3, 1997 from $10.3 million for the nine months ended April 30, 1996 as
a result of the above factors.
Net interest expense decreased 53.8% to $206,000 for the nine months
ended May 3, 1997 from $446,000 for the nine months ended April 30, 1996. This
decrease was a result of higher interest earned during the nine months ended May
3, 1997 due to a larger average cash balance than during the nine months ended
April 30, 1996, and $1.0 million of long-term debt financed at a favorable
interest rate.
Other expense increased $340,000 as a result of the one-time charge of
legal and other professional costs associated with the abandoned acquisition of
Sigma Circuits, Inc.
Income taxes decreased 11.1% to $3.4 million for the nine months ended May
3, 1997 compared to $3.9 million for the nine months ended April 30, 1996 as a
result of lower income before taxes and an adjustment reducing the effective tax
rate by one percent to approximately 38% to reflect benefits associated with the
Company's foreign sales corporation.
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 have been to pay operating expenses, make capital
expenditures and service debt.
Cash generated from operations totaled $11.4 million and $6.1 million for
the nine months ended May 3, 1997 and April 30, 1996 respectively. Major cash
uses include inventory growth of $2.2 million, and accounts receivable of $1.5
million for the nine months ended May 3, 1997, accounts receivable growth of
$1.3 million and accounts payable of $1.1 million for the nine months ended
April 30, 1996. The 1997 inventory increase was in work in process to support
the sales growth. Accounts receivable growth for the nine month period ended May
3, 1997 was consistent with increasing sales. The accounts receivables growth
during the period ending April 30, 1996 was primarily a single customer which
represented less than 1.5% of overall sales.
Capital expenditures totaled $14.6 million and $6.6 million for the nine
months ended May 3, 1997 and April 30, 1996 respectively. Capital expenditures
for the nine months ended May 3, 1997 were for purchase and initial fit up of
two additional buildings in Phoenix, routine replacements and purchase of a
division of Radian International, LLC for $2.6 million in cash. Capital
expenditures for the nine months ended April 30, 1996 resulted from routine
replacements and completion of the fiscal 1995 planned capacity expansion.
Purchases were financed using both cash generated from operations and the
Company's credit facility.
The Company believes that funds generated from operations and borrowing
availability under the existing line of credit agreement will be sufficient for
routine equipment replacement through fiscal 1997. The Company is evaluating the
need to increase its credit facility to finance its growth strategy over 1997
and 1998. The Company believes it will be successful in negotiating the
increased credit facilities.
FORWARD-LOOKING STATEMENTS
The statements contained in this document regarding management's
anticipation of sufficiency of funds and negotiation of credit facilities
constitute "forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Management's anticipation is based
upon assumptions regarding the
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market in which the Company operates, the cost and amount of equipment required
for replacements and growth, and the availability and qualification for credit.
Any of these assumptions could prove inaccurate, and therefore there can be no
assurance that the forward-looking information will prove to be accurate.
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PART II - OTHER INFORMATION
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.
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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: June 17, 1997 By: /s/ Frederick G. McNamee, III
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Frederick G. McNamee, III
Chairman of the Board, President
and Chief Executive Officer
Date: June 17, 1997 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 MAY 3, 1997
(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 Purchase Agreement dated April 7, 1997 between Radian
International, LLC and CCIR of Texas Corp.
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.