UNITED STATES
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 SEPTEMBER 30, 2001
or
( ) 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 1-9125
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AMERICAN TECHNICAL CERAMICS CORP.
--------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 11-2113382
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
17 STEPAR PLACE, HUNTINGTON STATION, NY 11746
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(Address of principal executive offices) (Zip Code)
(631) 622-4700
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(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 X No
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As of November 1, 2000, the Registrant had outstanding 8,039,818 shares of
Common Stock, par value $.01 per share.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
SEPT. 30, 2001 JUNE 30, 2001
------------------ ------------------
ASSETS (unaudited)
Current Assets
Cash (including cash equivalents of $684 and
$552, respectively) $ 2,731 $ 1,659
Investments 3,686 3,520
Accounts receivable, net 7,509 11,530
Inventories 24,346 24,568
Deferred income taxes, net 1,722 1,722
Other current assets 908 1,289
------------------ ------------------
TOTAL CURRENT ASSETS 40,902 44,288
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Property, plant and equipment, net of accumulated depreciation
and amortization of $28,821 and $27,639, respectively 31,898 32,089
Other assets, net 180 199
------------------ ------------------
TOTAL ASSETS $ 72,980 $ 76,576
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt $ 950 $ 877
Accounts payable 1,143 1,755
Accrued expenses 3,548 6,235
Income taxes payable, net 926 1,759
------------------ ------------------
TOTAL CURRENT LIABILITIES 6,567 10,626
Long-term debt, net of current portion 6,988 7,211
Deferred income taxes 2,969 2,910
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TOTAL LIABILITIES 16,524 20,747
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Commitments and Contingencies
Stockholders' Equity
Common Stock -- $.01 par value; authorized 20,000
shares; issued 8,464 and 8,451 shares, respectively 85 85
Capital in excess of par value 11,409 11,260
Retained earnings 46,712 46,414
Accumulated other comprehensive income (loss):
Unrealized gain on investments available-for-sale, net 164 56
Cumulative foreign currency translation adjustment (223) (294)
------------------ ------------------
(59) (238)
------------------ ------------------
Less: Treasury stock, at cost (427 and 444 shares, 1,418 1,447
respectively)
Deferred compensation 273 245
------------------ ------------------
TOTAL STOCKHOLDERS' EQUITY 56,456 55,829
------------------ ------------------
$ 72,980 $ 76,576
================== ==================
See accompanying notes to unaudited consolidated financial statements.
-2-
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the Three Months Ended Sept. 30,
2001 2000
---------------- -------------
(In thousands, except per share data)
(unaudited)
Net sales $ 13,905 $ 20,897
Cost of sales 9,544 11,758
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Gross profit 4,361 9,139
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Selling, general and administrative expenses 3,021 4,090
Research and development expenses 852 1,041
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Operating expenses 3,873 5,131
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------------- ------------
Income from operations 488 4,008
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Other expense (income):
Interest expense 143 117
Interest income (60) (100)
Other (46) (1)
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37 16
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Income before provision for income taxes 451 3,992
Provision for income taxes 153 1,397
- ------------- -------------
Net income $ 298 $ 2,595
============= ============
Basic net income per common share $ 0.04 $ 0.33
============= ============
Diluted net income per common share $ 0.04 $ 0.31
============= ============
Basic weighted average common shares outstanding 8,030 7,925
============= ============
Diluted weighted average common shares outstanding 8,252 8,361
============= ============
See accompanying notes to unaudited consolidated financial statements.
-3-
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended Sept. 30,
2001 2000
----------------- -------------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: (unaudited)
Net income $ 298 $ 2,595
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,371 996
Loss on disposal of fixed assets 1 5
Stock award compensation expense 91 152
Changes in operating assets and liabilities:
Accounts receivable 4,021 1,026
Inventories 222 (1,959)
Other assets 400 169
Accounts payable and accrued expenses (3,299) (1,294)
Income taxes payable (826) 919
----------------- -------------
Net cash provided by operating activities 2,279 2,609
----------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,167) (3,442)
Purchase of investments --- (101)
Proceeds from sale of fixed assets --- 3
----------------- -------------
Net cash used in investing activities (1,167) (3,540)
----------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt (150) (73)
Proceeds from the exercise of stock options 51 122
Proceeds from issuance of debt --- 1,279
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Net cash (used in) provided by financing activities (99) 1,328
----------------- -------------
----------------- -------------
Effect of exchange rate changes on cash 59 (42)
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Net increase in cash and cash equivalents 1,072 355
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,659 2,277
----------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,731 $ 2,632
================= =============
Supplemental cash flow information:
Interest paid 154 117
Taxes paid 994 473
See accompanying notes to unaudited consolidated financial statements.
-4-
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(1) BASIS OF PRESENTATION:
The accompanying unaudited interim consolidated financial statements of
American Technical Ceramics Corp. and subsidiaries (the "Registrant") reflect
all adjustments (consisting of normal recurring accruals) which are, in the
opinion of management, necessary for a fair presentation of its consolidated
financial position as of September 30, 2001 and the results of its operations
for the three month period ended September 30, 2001 and 2000. These consolidated
financial statements should be read in conjunction with the summary of
significant accounting policies and notes to consolidated financial statements
included in the Registrant's Annual Report to Stockholders for the fiscal year
ended June 30, 2001. Results for the three month period ended September 30, 2001
are not necessarily indicative of results which could be expected for the entire
year.
(2) IMPACT OF NEW ACCOUNTING STANDARDS:
In July 2001, the Registrant adopted Statement of Financial Accounting
Standards No. 141, "Business Combinations" ("SFAS No. 141") for combinations
initiated after June 30, 2001. SFAS No. 141 requires all business combinations
initiated after June 30, 2001 to be accounted for using the purchase method. The
adoption of SFAS No. 141 did not have any effect on the Registrant's
consolidated results of operations or financial position.
In July 2001, the Registrant adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS
No. 142 establishes accounting and reporting standards for goodwill and
intangible assets. Under SFAS No. 142, amortization of goodwill will be
terminated. However, goodwill would be subject to periodic assessments for
impairment by applying a fair-value-based test. Intangible assets must be
separately recognized and amortized over their useful lives. The adoption of
SFAS No. 142 did not have any effect on the Registrant's consolidated results of
operations or financial position.
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS No. 143"). SFAS No. 143 addresses financial accounting
requirements for retirement obligations associated with retirement of tangible
long-lived assets and for the associated asset retirement costs. SFAS No. 143
requires a company to record the fair value of an asset retirement obligation in
the period in which it incurred a legal obligation associated with the
retirement of tangible long-lived assets that results from the acquisition,
construction development and/or normal use of the asset. The company is also to
record a corresponding increase to the carrying amount of the related asset and
to depreciate that cost over the life of the asset. The amount of the liability
is changed at the end of each period to reflect the passage of time and changes
in estimated future cash flows. SFAS No. 143 is effective for fiscal years
beginning after June 15, 2002. The Registrant has not yet determined the impact
of its planned adoption of SFAS No. 143 (anticipated for July 1, 2002).
-5-
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
In August 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), which addresses
financial accounting and reporting for the impairment or disposal of long-lived
assets. SFAS No. 144 establishes accounting guidelines for the impairment of
long-lived assets to be held and used; to be disposed of other than by sale; and
to be disposed of by sale. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001 and interim periods within those fiscal years. The
Registrant has not yet determined the impact of its planned adoption of SFAS No.
144 (anticipated for July 1, 2002).
(3) SUPPLEMENTAL CASH FLOW INFORMATION:
During the three months ended September 30, 2001, the Registrant (i)
granted $119 in deferred compensation stock awards, (ii) recognized a $7
reduction of income taxes payable related to stock options exercised, and (iii)
issued treasury stock in connection with stock awards with a cost basis of $29.
(4) INVENTORIES:
Inventories included in the accompanying consolidated financial
statements consist of the following:
Sept. 30, June 30,
2001 2001
----------------- ----------------
(unaudited)
Raw materials $ 13,730 $ 13,388
Work-in-process 4,326 4,717
Finished goods 6,290 6,463
----------------- ----------------
$ 24,346 $ 24,568
================= ================
(5) EARNINGS PER SHARE:
The following represents a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computation.
For the Quarter Ended September 30,
2001 2000
---- ----
Income Shares Per-Share Income Shares Per-Share
(Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ------------- ------ ----------- ------------- ------
Basic EPS $ 298 8,030 $ .04 $ 2,595 7,925 $ .33
============ =========
Effect of Dilutive Securities:
Stock options 204 413
Deferred compensation
stock awards 18 23
----------- -------------- ------------ ----------- -------------- ---------
Diluted EPS $ 298 8,252 $ .04 $ 2,595 8,361 $ .31
=========== ============== ============ =========== ============== =========
Options covering 867 and 728 shares, respectively, have been omitted
from the calculation of dilutive EPS for the three months ended September 30,
2001 and 2000, respectively, because their inclusion would have been
antidilutive.
-6-
AMERICAN TECHNICAL CERAMICS CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
(6) COMPREHENSIVE INCOME:
The Registrant's total comprehensive income is as follows:
For The Three Months Ended
September 30,
2001 2000
---- ----
Net income $ 298 $ 2,595
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Other comprehensive income, net of tax:
Foreign currency translation adjustments 71 (42)
Unrealized gains on investments 108 33
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Other comprehensive income (loss) 179 (9)
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Comprehensive income $ 477 $ 2,586
======== =========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(In thousands, except per share data)
The following discussion and analysis should be read in conjunction
with the consolidated financial statements, related notes and other information
included in this Quarterly Report on Form 10-Q.
Statements in this Quarterly Report on Form 10-Q that are not
historical fact may constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. All such
forward-looking statements are subject to risks and uncertainties, including,
but not limited to, market and economic conditions, the impact of competitive
products, product demand and market acceptance risks, changes in product mix,
costs and availability of raw materials, fluctuations in operating results,
delays in development of highly-complex products, risks associated with
international sales and sales to the U.S. military, risk of customer contract or
sales order cancellations and other risks detailed from time to time in American
Technical Ceramics Corp.'s filings with the Securities and Exchange Commission,
including, without limitation, those contained under the caption "Item 1.
BUSINESS - CAUTIONARY STATEMENTS REGARDING FORWARD - LOOKING STATEMENTS" in the
Registrant's Annual Report on Form 10-K. These risks could cause the
Registrant's actual results for future periods to differ materially from those
expressed in any forward-looking statements made by, or on behalf of, the
Registrant. Any forward-looking statement represents the Registrant's
expectations or forecasts only as of the date it was made and should not be
relied upon as representing its expectations or forecasts as of any subsequent
date. The Registrant undertakes no obligation to correct or update any
forward-looking statement, whether as a result of new information, future events
or otherwise, even if its expectations or forecasts change.
-7-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
RESULTS OF OPERATIONS
Three Months Ended September 30, 2001 Compared with Three Months Ended September
30, 2000
--------------------------------------------------------------------------------
Net sales for the three months ended September 30, 2001 decreased 33%
to $13,905, compared to $20,897 in the comparable period in the prior fiscal
year. The decrease in net sales was primarily the result of decreased sales
volume across all major product lines. The decline in sales is due to the
economic downturn affecting the entire electronic component industry. Sales were
down in all market sectors except the medical equipment sector, in which the
Registrant has experienced increased sales.
The backlog of unfilled orders was $12,545 at September 30, 2001
compared to $28,803 at September 30, 2000 and $16,153 at June 30, 2001. The
decrease in backlog compared to the prior year was primarily the result of
bookings cancellations incurred during the latter half of fiscal year 2001
caused by the economic weakness in the electronic component industry. The
decrease in backlog compared to the preceding quarter was primarily due to
shipments in excess of order bookings as the Registrant continued to ship orders
out of backlog scheduled for delivery during the first quarter.
Gross margin for the three months ended September 30, 2001 was 31% of
net sales, compared to 44% for the comparable period in the prior fiscal year.
The decrease in gross margin was principally due to lower sales volume. Cost of
sales for the three months ended September 30, 2001 was also negatively impacted
by a charge of $597 for inventory that the Registrant believes may have to be
scrapped in the future as a result of excess quantities, expected fail rates and
other causes. Potential similar charges in future periods are expected to occur
which will be dependent upon various factors, including anticipated demand for
the Registrant's products and the efficiency of its production process. Cost
reduction measures put in place during the fourth quarter of fiscal year 2001
and further measures taken in the first quarter of fiscal year 2002 have helped
to partially offset the impact of the lower sales. Cost reduction measures
consisted of reduced headcount, reduced capital spending and general cost
controls on discretionary spending.
Selling, general and administrative expenses for the three months ended
September 30, 2001 decreased 26% to $3,021, compared to $4,090 in the comparable
period in the prior fiscal year. The decrease was due to decreased commission
expense as a result of the decrease in net sales, lower bonus accruals due to
decreased profitability and decreased payroll related expenses due to cost
reduction measures instituted in the fourth quarter of fiscal year 2001 and the
first quarter of fiscal year 2002, partially offset by severance costs of $151.
Research and development expenses for the three months ended September
30, 2001 decreased 18% to $852, compared to $1,041 in the comparable period in
the prior fiscal year. This decrease was primarily the result of the fact that a
reduction in research and development spending was among the cost reduction
measures referred to above.
Net sales and net income for the quarter decreased 27% and 87%,
respectively, compared to the immediately preceding quarter primarily due to
further weakening in the electronic components industry. Net income declined by
a higher percentage than sales as the Registrant's cost reduction measures were
not able to fully compensate for the decline in revenue.
-8-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
Bookings for the quarter ended September 30, 2001 were $10,157,
compared to $6,493 for the quarter ended June 30, 2001. Cancellations have
returned to historical levels, but bookings remain low, particularly in the
wireless infrastructure, fiber optic and semiconductor manufacturing equipment
sectors. Bookings for the first quarter of fiscal year 2002 have rebounded from
the levels attained in the fourth quarter of fiscal year 2001. However, they
remain well below peak levels achieved early in fiscal year 2001. Although there
are some recent signs of strengthening in the market, the Registrant expects
bookings to continue at low levels for at least the next quarter.
As a result of the foregoing, net income for the three months ended
September 30, 2001 was $298, or $.04 per common share ($.04 per common share
assuming dilution), compared to net income of $2,595, or $.33 per common share
($.31 per common share assuming dilution), for the comparable period in the
prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Registrant's financial position at September 30, 2001 remains
strong as evidenced by working capital of $34,335 and stockholders' equity of
$56,456. The Registrant's current ratio at September 30, 2001 was 6.2, compared
to a current ratio of 4.2 at June 30, 2001. The Registrant's quick ratio
(current assets minus inventory divided by current liabilities) at September 30,
2001 was 2.5 as compared to 1.9 at June 30, 2001. The improvements in the
Registrant's current ratio and quick ratio were primarily due to a reduction in
current liabilities as a result of lower raw material purchases, lower bonus and
commission accruals due to the lower sales and profitability and reduced capital
spending, partially offset by a reduction in accounts receivable.
Cash, cash equivalents and investments increased by $1,238 to $6,417 at
September 30, 2001 from $5,179 at June 30, 2001, primarily as a result of
collection of accounts receivable, reduced purchasing of raw material and
reduced discretionary spending, partially offset by payment of year end bonus
and commission accruals and investment in property, plant and equipment.
Accounts receivable decreased by $4,021 to $7,509 at September 30, 2001 from
$11,530 at June 30, 2001, primarily due to lower sales volumes and collection of
balances due at June 30, 2001. Inventories decreased by $222 to $24,346 at
September 30, 2001 from $24,568 at June 30, 2001. Accounts payable and accrued
expenses decreased by $3,299 to $4,691 at September 30, 2001 from $7,990 at June
30, 2001, primarily due to payment of fiscal year end bonus accruals, lower
capital spending due to cost reduction measures and lower purchasing levels of
raw materials due to the lower production volume commensurate with lower sales
volumes.
The Registrant has available two credit facilities with Bank of
America, N.A.; a revolving line of credit of $4,000 and an equipment line of
credit of $8,500. The outstanding principal balance under both lines bears
interest at 1.5% above the one month rate for U.S. Dollar deposits on the London
Interbank Market ("LIBOR") and is subject to certain financial covenants,
including maintenance of asset and liability percentage ratios. The outstanding
principal balance of the equipment line rolls over periodically into a
self-amortizing term note of not less than four nor more than seven years.
Borrowings under the equipment line are secured by the related equipment
purchases.
-9-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(In thousands, except per share data)
During the quarter ended September 30, 2001, the Registrant rolled
$2,505 over into a seven-year term note bearing interest at 1.5% above the
one-month LIBOR rate. Principal on this note is payable in quarterly
installments of $89, commencing October 1, 2001. The Registrant did not incur
any borrowings under the revolving line of credit or the equipment line during
the quarter ended September 30, 2001. As of September 30, 2001, the Registrant
had borrowed an aggregate of $4,768 under the equipment line.
The Registrant has available credit facilities with Citibank N.A., (as
successor to European American Bank, N.A.), which makes available a $5,000 line
for equipment purchases and an additional $2,000 under an unsecured term loan
line. The lines bear interest at either the Citibank prime rate or 1.5% above
the Reserve Adjusted LIBOR rate (as defined) and are subject to certain
financial covenants. Borrowings under the equipment line will be secured by the
related equipment purchases. The outstanding balance six months after the term
loan line is made available and at expiration of the line (January 2002) will
roll into fully amortizing term loans with a maturity of five years. The
Registrant did not incur any borrowings under either of these facilities during
the quarter ended September 30, 2001.
Capital expenditures for the three months ended September 30, 2001
totaled $1,167 including amounts for machinery and equipment and planned
leasehold improvements. The Registrant intends to use cash on hand and available
lines of credit to finance budgeted capital expenditures, primarily for
equipment acquisition and facility expansion, of approximately $3,000 for the
remainder of fiscal year 2002.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Registrant has identified four market risks relative to its
business: interest rate risk, foreign currency exchange rate risk, commodity
price risk and security price risk. There has been no material changes in the
way the Registrant conducts its worldwide business, foreign exchange risk
management, investments in marketable securities or raw material commodity
purchasing from the descriptions thereof in the Registrant's Form 10-K for the
fiscal year ended June 30, 2001.
PART II - OTHER INFORMATION
ITEMS 1. THROUGH 5. Not Applicable
--------------
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) EXHIBITS
Unless otherwise indicated, the following exhibits were filed as part
of the Registrant's Registration Statement on Form S-18 (No. 2-96925-NY) (the
"Registration Statement") and are incorporated herein by reference to the same
exhibit thereto:
-10-
EXHIBIT NO. DESCRIPTION
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3(a)(i) - Certificate of Incorporation of the Registrant.
3(a)(ii) - Amendment to Certificate of Incorporation. (4)
3(b)(i) - By-laws of the Registrant.
9(a)(i) - Restated Shareholders' Agreement, dated April 15, 1985, among Victor Insetta, Joseph Mezey,
Joseph Colandrea and the Registrant.
10(b)(i) - Amended and Restated Lease, dated September 25, 1998,
between Victor Insetta, d/b/a Stepar Leasing Company, and the
Registrant for premises at 15 Stepar Place, Huntington
Station, N.Y. (9)
10(c)(i) - Form of 1985 Employee Stock Sale Agreement between the Registrant and various employees.
10(c)(ii) - Form of Employee Stock Bonus Agreement, dated as of July 1, 1993, between the Registrant and
various employees. (3)
10(c)(iii) - Form of Employee Stock Bonus Agreement, dated as of April 19, 1994, between the Registrant and
various employees. (3)
10(c)(iv) - Form of Employee Stock Bonus Agreement, dated as of April 20, 1995, between the Registrant and
various employees. (4)
10(e)(i) - Second Amended and Restated Lease, dated as of May 16, 2000, between V.P.I.Properties
Associates, d/b/a V.P.I. Properties Associates, Ltd., and American Technical Ceramics
(Florida), Inc. (13)
10(f) - Purchase Agreement, dated May 31, 1989, by and among Diane LaFond Insetta and/or Victor D.
Insetta, as custodians for Danielle and Jonathan Insetta, and American Technical Ceramics
Corp., and amendment thereto, dated July 31, 1989.(4)
10(g)(iii) - Profit Bonus Plan, dated April 19, 1995, and effective for the fiscal years beginning July 1,
1994.(4)
10(g)(iv) - Employment Agreement, dated April 3, 1985, between Victor Insetta and the Registrant, and
Amendments No. 1 through 4 thereto. (2)
10(g)(v) - Amendment No. 5, dated as of September 11, 1998, to Employment Agreement between Victor Insetta
and the Registrant. (8)
10(g)(vi) - Managers Profit Bonus Plan, dated December 7, 1999, and effective January 1, 2000. (12)
10(h) - Employment Agreement, dated September 1, 2000, between the Registrant and Richard
Monsorno. (14)
-11-
10(k) - Consulting Agreement, dated October 2000, between the Registrant and Stuart P. Litt. (14)
10(m) (i) - American Technical Ceramics Corp. 1997 Stock Option Plan. (7)
10(m) (ii) - American Technical Ceramics Corp. 2000 Incentive Stock Plan. (12)
10(o)(i) - Loan Agreement, dated November 25, 1998, between the Registrant and NationsBank, N.A. (10)
10(o)(ii) - Amendment to Loan Agreement, dated February 4, 1999, between the Registrant and NationsBank,
N.A. (12)
10(o)(iii) - Second Amendment to Loan Agreement, dated April 13, 2000, between the Registrant and Bank of
America, N.A., as successor to NationsBank, N.A. (12)
10(o)(iv) - Third Amendment to Loan Agreement, dated October 26, 2000, between the Registrant and Bank of
America, N.A., as successor to NationsBank, N.A. (15)
10(o)(v) - Fourth Amendment to Loan Agreement, dated March 30, 2001, between the Registrant and Bank of
America, N.A., as successor to NationsBank, N.A. (15)
10(p) - Amended and Restated Employment Agreement, dated as of January 1, 1998, between Judah Wolf and
the Registrant. (11)
10(q) - Mortgage Note between American Technical Ceramics Corp. and European American Bank, N.A., dated
as of August 17, 2000. (13)
10(r) - Employment Agreement, dated April 10, 2001, between the Registrant and David Ott. (15)
10(s) - Loan Agreement, dated May 8, 2001, between the Registrant and European American Bank, N.A. (16)
21 - Subsidiaries of the Registrant. (2)
--------------------
1. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989.
2. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1993.
3. Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1994.
4. Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1995.
-12-
5. Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
for the fiscal year ended June 30, 1996.
6. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1997.
7. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1997.
8. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1998.
9. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1998.
10. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended December 31, 1998.
11. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1999.
12. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 2000.
13. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 2000.
14. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended December 31, 2000.
15. Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2001.
16. Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 2001.
(b) REPORTS ON FORM 8-K
-------------------
The Registrant did not file any reports on Form 8-K during the quarter
ended September 30, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated:
AMERICAN TECHNICAL CERAMICS CORP.
(Registrant)
DATE: November 8, 2001 BY: /s/ VICTOR INSETTA
------------------
Victor Insetta
President and Director
(Principal Executive Officer)
DATE: November 8, 2001 BY: /s/ ANDREW R. PERZ
------------------
Andrew R. Perz
Vice President, Controller
(Principal Accounting Officer)
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