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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended February 28, 2004



OR



|x | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



Commission file number 0-23818



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MERIX CORPORATION

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|OREGON                                                         |  | 93-1135197                             
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)



|                                         |  |           
|---------------------------------------- |  | ----------
|1521 Poplar Lane, Forest Grove, Oregon   |  | 97116     
|(Address of principal executive offices) |  | (Zip Code)



(503)
359-9300

(Registrants telephone number)



---



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 the filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    
No ̈



The number of shares of the Registrants Common Stock outstanding as of April 5, 2004 was 18,993,707 shares.



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##### Table of Contents



MERIX CORPORATION

FORM 10-Q

TABLE OF CONTENTS



|        |  |                                                                                                         |  |     
|------- |  | ------------------------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                                         |  | Page
|Part I  |  | Financial Information                                                                                   |  |     
|        |  |                                                                                                        
|Item 1. |  | Financial Statements:                                                                                   |  |     
|        |  |                                                                                                        
|        |  | Balance Sheets as of February 28, 2004 and May 31, 2003                                                 |  | 2   
|        |  |                                                                                                        
|        |  | Statements of Operations for the three months and nine months ended February 28, 2004 and March 1, 2003 |  | 3   
|        |  |                                                                                                        
|        |  | Statement of Shareholders Equity from May 31, 2003 through February 28, 2004                           |  | 4   
|        |  |                                                                                                        
|        |  | Statements of Cash Flows for the nine months ended February 28, 2004 and March 1, 2003                  |  | 5   
|        |  |                                                                                                        
|        |  | Notes to Financial Statements                                                                           |  | 6   
|        |  |                                                                                                        
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                   |  | 10  
|        |  |                                                                                                        
|Item 3. |  | Quantitative and Qualitative Disclosure About Market Risk                                               |  | 15  
|        |  |                                                                                                        
|Item 4  |  | Controls and Procedures                                                                                 |  | 15  
|        |  |                                                                                                        
|Part II |  | Other Information                                                                                       |  |     
|        |  |                                                                                                        
|Item 6. |  | Exhibits and Reports on Form 8-K                                                                        |  | 15  
|        |  |                                                                                                        
|        |  | Signature                                                                                               |  | 16  



1



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##### Table of Contents

PART I. FINANCIAL INFORMATION



MERIX CORPORATION

BALANCE SHEETS

(in thousands)



|                                                                                                                                           |  |                   |         |   |              |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                           |  | February 28, 2004 |         |   | May 31, 2003 |  
|                                                                                                                                           |  | (unaudited)       |         |   |              |  
|Assets                                                                                                                                     |  |                   |         |   |              |   |         |  
|                                                                                                                                           |  |                  
|Cash and cash equivalents                                                                                                                  |  | $                 | 130,224 |   |              | $ | 42,451  |  
|Short-term investments                                                                                                                     |  |                   |        |   |              |   | 1,514   |  
|Accounts receivable, net of allowance of $926 and $945                                                                                     |  |                   | 24,551  |   |              |   | 13,253  |  
|Inventories                                                                                                                                |  |                   | 9,446   |   |              |   | 6,227   |  
|Other current assets                                                                                                                       |  |                   | 1,826   |   |              |   | 799     |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total current assets                                                                                                                       |  |                   | 166,047 |   |              |   | 64,244  |  
|                                                                                                                                           |  |                  
|Property, plant and equipment, net                                                                                                         |  |                   | 76,944  |   |              |   | 76,376  |  
|Other assets                                                                                                                               |  |                   | 698     |   |              |   | 940     |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total assets                                                                                                                               |  | $                 | 243,689 |   |              | $ | 141,560 |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|                                                                                                                                           |  |                  
|Liabilities and Shareholders Equity                                                                                                       |  |                   |         |   |              |   |         |  
|                                                                                                                                           |  |                  
|Accounts payable                                                                                                                           |  | $                 | 13,415  |   |              | $ | 7,316   |  
|Accrued compensation                                                                                                                       |  |                   | 3,378   |   |              |   | 2,878   |  
|Accrued warranty                                                                                                                           |  |                   | 1,118   |   |              |   | 892     |  
|Other accrued liabilities                                                                                                                  |  |                   | 1,672   |   |              |   | 1,032   |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total current liabilities                                                                                                                  |  |                   | 19,583  |   |              |   | 12,118  |  
|                                                                                                                                           |  |                  
|Long-term debt                                                                                                                             |  |                   | 25,000  |   |              |   | 25,000  |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total liabilities                                                                                                                          |  |                   | 44,583  |   |              |   | 37,118  |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|                                                                                                                                           |  |                  
|Commitments and contingencies (Note 10)                                                                                                    |  |                   |        |   |              |   |        |  
|Shareholders equity:                                                                                                                      |  |                   |         |   |              |   |         |  
|Preferred stock, no par value; authorized 10,000 shares; none issued                                                                       |  |                   |        |   |              |   |        |  
|Common stock, no par value; authorized 50,000 shares; issued and outstanding February 28, 2004: 18,952 shares, May 31, 2003: 14,650
shares |  |                   | 198,065 |   |              |   | 104,917 |  
|Unearned compensation                                                                                                                      |  |                   | (129    | ) |              |   | (2      | )
|Retained earnings (deficit)                                                                                                                |  |                   | 1,170   |   |              |   | (473    | )
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total shareholders equity                                                                                                                 |  |                   | 199,106 |   |              |   | 104,442 |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  
|Total liabilities and shareholders equity                                                                                                 |  | $                 | 243,689 |   |              | $ | 141,560 |  
|                                                                                                                                           |  |                   |         |   |              |   |         |  



The accompanying notes
are an integral part of the financial statements.



2



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MERIX CORPORATION

STATEMENTS OF OPERATIONS

(in thousands, except per share amounts, unaudited)



|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|-------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ---------------- |  | - | ------------ | - |  | - | ------- | -
|                                       |  | Three Months Ended |        |   | Nine Months Ended |  
|                                       |  | February 28,2004   |        |   | March 1,2003      |   |        | February 28,2004 |  |   | March 1,2003 |  
|Net sales                              |  | $                  | 44,149 |   |                   | $ | 22,056 |                  |  | $ | 111,880      |   |  | $ | 72,030  |  
|Cost of sales                          |  |                    | 35,753 |   |                   |   | 23,945 |                  |  |   | 95,904       |   |  |   | 72,933  |  
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Gross profit (loss)                    |  |                    | 8,396  |   |                   |   | (1,889 | )                |  |   | 15,976       |   |  |   | (903    | )
|                                       |  |                    |        |  
|Operating expenses:                    |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Engineering                            |  |                    | 1,581  |   |                   |   | 1,458  |                  |  |   | 4,363        |   |  |   | 4,655   |  
|Selling, general and administrative    |  |                    | 3,304  |   |                   |   | 2,673  |                  |  |   | 8,984        |   |  |   | 8,707   |  
|Restructuring and related activities   |  |                    |       |   |                   |   | 2,006  |                  |  |   |             |   |  |   | 2,006   |  
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Total operating expenses               |  |                    | 4,885  |   |                   |   | 6,137  |                  |  |   | 13,347       |   |  |   | 15,368  |  
|                                       |  |                    |        |  
|Operating income (loss)                |  |                    | 3,511  |   |                   |   | (8,026 | )                |  |   | 2,629        |   |  |   | (16,271 | )
|Interest and other expense, net        |  |                    | (328   | ) |                   |   | (383   | )                |  |   | (986         | ) |  |   | (1,042  | )
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Income (loss) before taxes             |  |                    | 3,183  |   |                   |   | (8,409 | )                |  |   | 1,643        |   |  |   | (17,313 | )
|                                       |  |                    |        |  
|Income tax benefit                     |  |                    |       |   |                   |   | (3,556 | )                |  |   |             |   |  |   | (7,515  | )
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Net income (loss)                      |  | $                  | 3,183  |   |                   | $ | (4,853 | )                |  | $ | 1,643        |   |  | $ | (9,798  | )
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|                                       |  |                    |        |  
|Net income (loss) per share:           |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Basic                                  |  | $                  | 0.20   |   |                   | $ | (0.33  | )                |  | $ | 0.11         |   |  | $ | (0.68   | )
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Diluted                                |  | $                  | 0.19   |   |                   | $ | (0.33  | )                |  | $ | 0.10         |   |  | $ | (0.68   | )
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|                                       |  |                    |        |  
|Shares used in per share calculations: |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Basic                                  |  |                    | 16,198 |   |                   |   | 14,547 |                  |  |   | 15,255       |   |  |   | 14,488  |  
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Diluted                                |  |                    | 17,121 |   |                   |   | 14,547 |                  |  |   | 15,880       |   |  |   | 14,488  |  
|                                       |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  



The accompanying notes
are an integral part of the financial statements.



3



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MERIX CORPORATION

STATEMENT OF SHAREHOLDERS EQUITY

(in thousands, unaudited)



|                                                          |  |              |   |  |                       |         |   |                   |   |       |   |  |   |       |   |  |   |         |  
|--------------------------------------------------------- |  | ------------ | - |  | --------------------- | ------- | - | ----------------- | - | ----- | - |  | - | ----- | - |  | - | ------- | -
|                                                          |  | Common Stock |   |  | Unearned Compensation |         |   | Retained Earnings |   |       |   | 
|                                                          |  | Shares       |   |  | Amount                |         |   |                   |   | Total |  
|Balance at May 31, 2003                                   |  | 14,650       |   |  | $                     | 104,917 |   |                   | $ | (2    | ) |  | $ | (473  | ) |  | $ | 104,442 |  
|Net income                                                |  |             |   |  |                       |        |   |                   |   |      |   |  |   | 1,643 |   |  |   | 1,643   |  
|Exercise of stock options                                 |  | 500          |   |  |                       | 4,050   |   |                   |   |      |   |  |   |      |   |  |   | 4,050   |  
|Contribution of common stock to defined contribution plan |  | 74           |   |  |                       | 1,043   |   |                   |   |      |   |  |   |      |   |  |   | 1,043   |  
|Issuance of stock options to non-employees                |  |             |   |  |                       | 7       |   |                   |   | (7    | ) |  |   |      |   |  |   |        |  
|Issuance of restricted stock to employees                 |  | 29           |   |  |                       | 305     |   |                   |   | (305  | ) |  |   |      |   |  |   |        |  
|Amortization of unearned compensation                     |  |             |   |  |                       |        |   |                   |   | 185   |   |  |   |      |   |  |   | 185     |  
|Shares surrendered or canceled                            |  | (1           | ) |  |                       | (35     | ) |                   |   |      |   |  |   |      |   |  |   | (35     | )
|Sale of common stock, net                                 |  | 3,700        |   |  |                       | 87,778  |   |                   |   |      |   |  |   |      |   |  |   | 87,778  |  
|                                                          |  |              |   |  |                       |         |   |                   |   |       |   |  |   |       |   |  |   |         |  
|Balance at February 28, 2004                              |  | 18,952       |   |  | $                     | 198,065 |   |                   | $ | (129  | ) |  | $ | 1,170 |   |  | $ | 199,106 |  
|                                                          |  |              |   |  |                       |         |   |                   |   |       |   |  |   |       |   |  |   |         |  



The accompanying notes
are an integral part of the financial statements.



4



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MERIX CORPORATION

STATEMENTS OF CASH FLOWS

(in thousands, unaudited)



|                                                                                                   |  |                   |         |   |              |   |         |  
|-------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                   |  | Nine Months Ended |        
|                                                                                                   |  | February 28,2004  |         |   | March 1,2003 |  
|Cash flows from operating activities:                                                              |  |                   |         |   |              |   |         |  
|Net income (loss)                                                                                  |  | $                 | 1,643   |   |              | $ | (9,798  | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                   |         |   |              |   |         |  
|Depreciation and amortization                                                                      |  |                   | 7,475   |   |              |   | 8,127   |  
|Tax benefit related to exercise of stock options                                                   |  |                   |        |   |              |   | 102     |  
|Deferred income taxes                                                                              |  |                   |        |   |              |   | (7,134  | )
|Contribution of common stock to defined contribution plan                                          |  |                   | 1,043   |   |              |   | 958     |  
|Loss on impairment and disposal of assets                                                          |  |                   | 81      |   |              |   | 958     |  
|Stock based compensation expense                                                                   |  |                   | 185     |   |              |   | 74      |  
|Other                                                                                              |  |                   | (32     | ) |              |   | (22     | )
|Changes in assets and liabilities:                                                                 |  |                   |         |   |              |   |         |  
|Accounts receivable                                                                                |  |                   | (11,298 | ) |              |   | (2,754  | )
|Inventories                                                                                        |  |                   | (3,219  | ) |              |   | 46      |  
|Income tax receivable                                                                              |  |                   |        |   |              |   | 1,682   |  
|Other assets                                                                                       |  |                   | (1,007  | ) |              |   | (554    | )
|Accounts payable                                                                                   |  |                   | 5,581   |   |              |   | 122     |  
|Accrued compensation                                                                               |  |                   | 500     |   |              |   | (201    | )
|Accrued warranty                                                                                   |  |                   | 226     |   |              |   | (418    | )
|Other accrued liabilities                                                                          |  |                   | 423     |   |              |   | (1,114  | )
|                                                                                                   |  |                   |         |   |              |   |         |  
|Net cash provided by (used in) operating activities                                                |  |                   | 1,601   |   |              |   | (9,926  | )
|                                                                                                   |  |                   |         |   |              |   |         |  
|Cash flows from investing activities:                                                              |  |                   |         |   |              |   |         |  
|Investment purchases                                                                               |  |                   |        |   |              |   | (1,544  | )
|Investment maturities                                                                              |  |                   | 1,514   |   |              |   | 9,304   |  
|Proceeds from the sale of assets                                                                   |  |                   |        |   |              |   | 6       |  
|Capital expenditures                                                                               |  |                   | (7,384  | ) |              |   | (4,674  | )
|                                                                                                   |  |                   |         |   |              |   |         |  
|Net cash provided by (used in) investing activities                                                |  |                   | (5,870  | ) |              |   | 3,092   |  
|                                                                                                   |  |                   |         |   |              |   |         |  
|Cash flows from financing activities:                                                              |  |                   |         |   |              |   |         |  
|Long-term borrowings:                                                                              |  |                   |         |   |              |   |         |  
|Proceeds                                                                                           |  |                   |        |   |              |   | 25,000  |  
|Principal payments                                                                                 |  |                   |        |   |              |   | (16,000 | )
|Deferred financing costs                                                                           |  |                   |        |   |              |   | (1,376  | )
|Exercise of stock options                                                                          |  |                   | 4,050   |   |              |   | 311     |  
|Proceeds from the sale of common stock, net                                                        |  |                   | 88,027  |   |              |   |        |  
|Reacquisition of common stock                                                                      |  |                   | (35     | ) |              |   |        |  
|                                                                                                   |  |                   |         |   |              |   |         |  
|Net cash provided by financing activities                                                          |  |                   | 92,042  |   |              |   | 7,935   |  
|                                                                                                   |  |                   |         |   |              |   |         |  
|Increase in cash and cash equivalents                                                              |  |                   | 87,773  |   |              |   | 1,101   |  
|Cash and cash equivalents at beginning of period                                                   |  |                   | 42,451  |   |              |   | 42,636  |  
|                                                                                                   |  |                   |         |   |              |   |         |  
|Cash and cash equivalents at end of period                                                         |  | $                 | 130,224 |   |              | $ | 43,737  |  
|                                                                                                   |  |                   |         |   |              |   |         |  
|Supplemental disclosures:                                                                          |  |                   |         |   |              |   |         |  
|Cash paid for interest                                                                             |  | $                 | 1,225   |   |              | $ | 1,204   |  



The accompanying notes
are an integral part of the financial statements.



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MERIX CORPORATION

NOTES TO FINANCIAL STATEMENTS

(dollars in thousands)



Note 1. BASIS OF PRESENTATION



The
accompanying unaudited financial statements of Merix Corporation (the Company) have been prepared pursuant to Securities and Exchange Commission rules and regulations. Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and
notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended May 31, 2003.



The financial information included herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair
presentation of the results for interim periods. The results of operations for the nine months ended February 28, 2004 are not necessarily indicative of the results to be expected for the full fiscal year.



The Companys fiscal year is the 52- or 53-week period ending the last
Saturday in May. Fiscal year 2004 is a 52-week year ending May 29, 2004 and fiscal year 2003 was a 53-week year ended May 31, 2003.



Note 2. INVENTORIES



|                                      |  |                  |         |   |             |   |         |  
|------------------------------------- |  | ---------------- | ------- | - | ----------- | - | ------- | -
|                                      |  | February 28,2004 |         |   | May 31,2003 |  
|Raw materials                         |  | $                | 1,329   |   |             | $ | 720     |  
|Work in process                       |  |                  | 6,028   |   |             |   | 3,471   |  
|Finished goods                        |  |                  | 2,089   |   |             |   | 2,036   |  
|                                      |  |                  |         |   |             |   |         |  
|Total                                 |  | $                | 9,446   |   |             | $ | 6,227   |  
|                                      |  |                  |         |   |             |   |         |  
|                                     
|Note 3. PROPERTY, PLANT AND EQUIPMENT | 
|                                      |  |                 
|                                      |  | February 28,2004 |         |   | May 31,2003 |  
|Land                                  |  | $                | 2,190   |   |             | $ | 2,190   |  
|Buildings and grounds                 |  |                  | 32,305  |   |             |   | 32,479  |  
|Leasehold improvements                |  |                  | 8,847   |   |             |   | 8,847   |  
|Machinery and equipment               |  |                  | 87,628  |   |             |   | 83,604  |  
|Construction in progress              |  |                  | 22,047  |   |             |   | 20,168  |  
|                                      |  |                  |         |   |             |   |         |  
|Total                                 |  |                  | 153,017 |   |             |   | 147,288 |  
|Accumulated depreciation              |  |                  | (76,073 | ) |             |   | (70,912 | )
|                                      |  |                  |         |   |             |   |         |  
|Property, plant and equipment, net    |  | $                | 76,944  |   |             | $ | 76,376  |  
|                                      |  |                  |         |   |             |   |         |  



Note 4. NET INCOME (LOSS) PER SHARE



Basic net income (loss) per share is computed using the
weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per share is computed using the weighted average number of shares of common stock and dilutive potential common shares related to stock options
and the convertible debenture outstanding during the period. Dilutive potential common shares related to outstanding stock options of 922,935 and 624,830 were included in the calculation of diluted net income per share for the quarter and nine
months ended February 28, 2004, respectively.



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The following incremental shares were excluded from the calculation of diluted net income (loss) because
including these shares would have been antidilutive:



|                               |  |                    |  |                   |  |                  |  |             
|------------------------------ |  | ------------------ |  | ----------------- |  | ---------------- |  | ------------
|                               |  | Three months ended |  | Nine months ended
|                               |  | February 28,2004   |  | March 1,2003      |  | February 28,2004 |  | March 1,2003
|Incremental shares related to: |  |                    |  |                   |  |                  |  |             
|Outstanding stock options      |  | 254,851            |  | 2,609,400         |  | 771,876          |  | 1,946,763   
|Convertible Debenture          |  | 1,287,996          |  | 1,287,996         |  | 1,287,996        |  | 1,287,996   
|                               |  |                    |  |                   |  |                  |  |             
|Total                          |  | 1,542,847          |  | 3,897,396         |  | 2,059,872        |  | 3,234,759   
|                               |  |                    |  |                   |  |                  |  |             



Note 5. STOCK BASED COMPENSATION
PLAN



The Company accounts for its stock-based
compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees. If the Company had used the fair value based method of accounting for its plans, the Companys
net income (loss) and net income (loss) per share would approximate the pro forma disclosures below:



|                                                                                                           |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ---------------- |  | - | ------------ | - |  | - | ------- | -
|                                                                                                           |  | Three months ended |        |   | Nine months ended |  
|                                                                                                           |  | February 28,2004   |        |   | March 1,2003      |   |        | February 28,2004 |  |   | March 1,2003 |  
|Net income (loss) as reported                                                                              |  | $                  | 3,183  |   |                   | $ | (4,853 | )                |  | $ | 1,643        |   |  | $ | (9,798  | )
|Deduct: Stock based compensation expense determined under the fair value method for all awards, net of tax |  |                    | (1,318 | ) |                   |   | (1,358 | )                |  |   | (4,389       | ) |  |   | (3,624  | )
|                                                                                                           |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Net income (loss) pro forma                                                                                |  | $                  | 1,865  |   |                   | $ | (6,211 | )                |  | $ | (2,746       | ) |  | $ | (13,422 | )
|Net income (loss) per share, as reported                                                                   |  |                    |        |   |                   |   |        |                  |  |   |              |   | 
|Basic                                                                                                      |  | $                  | 0.20   |   |                   | $ | (0.33  | )                |  | $ | 0.11         |   |  | $ | (0.68   | )
|Diluted                                                                                                    |  | $                  | 0.19   |   |                   | $ | (0.33  | )                |  | $ | 0.10         |   |  | $ | (0.68   | )
|Net income (loss) per share, pro forma                                                                     |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Basic                                                                                                      |  | $                  | 0.12   |   |                   | $ | (0.43  | )                |  | $ | (0.18        | ) |  | $ | (0.93   | )
|Diluted                                                                                                    |  | $                  | 0.11   |   |                   | $ | (0.43  | )                |  | $ | (0.18        | ) |  | $ | (0.93   | )
|                                                                                                           |  |                    |        |  
|Weighted average assumptions:                                                                              |  |                    |        |   |                   |   |        |                  |  |   |              |   |  |   |         |  
|Risk-free interest rate                                                                                    |  |                    | 2.39   | % |                   |   | 2.37   | %                |  |   | 2.04         | % |  |   | 2.89    | %
|Expected dividend yield                                                                                    |  |                    | 0      | % |                   |   | 0      | %                |  |   | 0            | % |  |   | 0       | %
|Expected lives                                                                                             |  |                    | 3.91   |   |                   |   | 3.83   |                  |  |   | 3.54         |   |  |   | 3.83    |  
|Expected volatility                                                                                        |  |                    | 96     | % |                   |   | 110    | %                |  |   | 97           | % |  |   | 110     | %



Note 6. LEASE AGREEMENT



The Company leased manufacturing equipment under an
operating lease that was entered into as part of a sales leaseback transaction. The lease included a provision allowing the Company to purchase the equipment. In the second quarter of fiscal 2004, the Company paid $1,494 for the purchase of the
equipment and terminated the lease.



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Note 7. ACCRUED WARRANTY



Warranty activity for the nine months ended February 28, 2004 consisted of the following:



|                                                                    |  |                                     |       |  
|------------------------------------------------------------------- |  | ----------------------------------- | ----- | -
|                                                                    |  | Nine Months Ended February 28, 2004 |      
|Balance at the beginning of the period                              |  | $                                   | 892   |  
|Accruals for warranties issued during the period                    |  |                                     | 1,353 |  
|Accruals or changes in estimates related to pre-existing warranties |  |                                     | (242  | )
|Settlements made during the period                                  |  |                                     | (885  | )
|                                                                    |  |                                     |       |  
|Balance at the end of the period                                    |  | $                                   | 1,118 |  
|                                                                    |  |                                     |       |  



Note 8. SALES BY GEOGRAPHIC AREA



Net sales by geographic area are attributed to the
country in which the original equipment manufacturer (OEM) customer is domiciled, as opposed to the domicile of the OEM customers electronic manufacturing service provider, if any. Because most sales to electronic manufacturing
service providers are directed by the OEM customer, which negotiates product pricing and volumes directly with the Company, the geographic locale of the electronic manufacturing service provider does not materially affect the Companys sales.
Net sales by geographic area are as follows:



|         |  |                    |        |                   |   |                  |  |              |         |  |   |       
|-------- |  | ------------------ | ------ | ----------------- | - | ---------------- |  | ------------ | ------- |  | - | ------
|         |  | Three months ended |        | Nine months ended
|         |  | February 28,2004   |        | March 1,2003      |   | February 28,2004 |  | March 1,2003
|Domestic |  | $                  | 36,338 |                   | $ | 20,602           |  | $            | 96,485  |  | $ | 67,228
|Europe   |  |                    | 7,372  |                   |   | 1,116            |  |              | 13,565  |  |   | 3,498 
|Other    |  |                    | 439    |                   |   | 338              |  |              | 1,830   |  |   | 1,304 
|         |  |                    |        |                   |   |                  |  |              |         |  |   |       
|Total    |  | $                  | 44,149 |                   | $ | 22,056           |  | $            | 111,880 |  | $ | 72,030
|         |  |                    |        |                   |   |                  |  |              |         |  |   |       



Three OEM customers
accounted for 36%, 15% and 11% of net sales in the third quarter of fiscal 2004 and two OEM customers accounted for 38% and 14% of net sales in the first nine months of fiscal 2004. All of these sales were domestic, except for one European OEM
customer that accounted for 11% of net sales in the third quarter of fiscal 2004. Two OEM customers accounted for 31% and 14% of net sales in the third quarter of fiscal 2003 and two OEM customers accounted for 29% and 11% of net sales in the first
nine months of fiscal 2003, all of which were domestic sales.



Note
9. CONCENTRATIONS OF CREDIT RISK



The Company does not
believe that at February 28, 2004, it had any significant credit risks. For the purposes of evaluating risk in receivables, the Company considers the entity from which the receivable is due, which can be either an OEM customer or its electronic
manufacturing service provider, depending upon the billing arrangement. All of the Companys trade accounts receivables are denominated in U.S. dollars. In total, five entities represented approximately 67% of the trade account receivable
balance at February 28, 2004, individually ranging from 7% to 31%. The entities from which 52% of the Companys trade accounts receivables are due, are located outside of the United States. The Company limits its risk in trade accounts
receivables by verifying both the creditworthiness of the entities to which we sell and the relatively stable geopolitical environment of the countries in which these entities reside. The Company has not had significant losses related to its
accounts receivable in the past.



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Note 10. COMMITMENTS AND CONTINGENCIES



Litigation



In the normal course of business, the Company is party to various legal claims, actions and complaints. The Company believes that the disposition of these
matters will not have a material adverse effect on the Companys financial position, results of operations or cash flows.



Commitments



The Company had capital commitments of approximately $14,969 as of February 28, 2004, primarily relating to the purchase of manufacturing equipment.



The Company has consignment agreements with certain suppliers
for raw material inventory, some of which obligate us to purchase inventory on hand upon termination of the agreement. As of the end of the third quarter of fiscal 2004, potential commitments under these agreements were insignificant.



Note 11. RESTRUCTURING AND RELATED ACTIVITIES



During the third quarter of fiscal 2003, the Company executed a
restructuring plan that consisted of a voluntary layoff of approximately 50 employees and the relocation of certain finishing, test, and shipping operations. In addition, the Company recorded a charge for impaired assets that resulted from the
restructuring. The plan was substantially completed during the third quarter of fiscal 2003 and a charge for restructuring and asset impairment of $2,006 was recorded in that quarter. The charge consisted of $793 related to severance costs, $364
related to production relocation and $849 related to asset impairment. Severance costs included $70 of compensation expense recorded due to the modification of stock options held by employees that participated in the voluntary layoff. At the end of
the third quarter of fiscal 2003, $156 of the charge was accrued and not paid.



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|ITEM  2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|-------- | -------------------------------------------------------------------------------------



This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report are forward looking. We use words such as
anticipates, believes, expects, future and intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect managements current expectations,
plans or projections and are inherently uncertain. Actual results could differ materially from managements expectations, plans or projections. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date of this report. Certain risks and uncertainties that could cause our actual results to differ significantly from managements expectations are described in the section entitled Risk Factors Affecting Business and
Results of Operations. This section, along with other sections of this Quarterly Report, describes some, but not all, of the factors that could cause actual results to differ significantly from managements expectations. We do not intend
to revise these forward-looking statements to reflect events or circumstances after the date hereof or to reflect or explain the occurrence of unanticipated events. Readers are urged, however, to review the factors set forth in reports and other
documents that we file from time to time with the Securities and Exchange Commission.



Overview



We are a
leading manufacturer of technologically advanced printed circuit boards for use in sophisticated electronic equipment. Our principal products are complex multi-layer printed circuit boards, which are the platforms used to interconnect
microprocessors, integrated circuits and other components that are essential to the operation of electronic products and systems.



During the sustained industry downturn in recent years, we executed strategies designed to position us for future growth. We continued to advance the
technology of our printed circuit boards and enhance our quick-turn and premium services capabilities. We added a significant number of new customers and many new programs with existing customers. We broadened our international footprint with the
establishment of a sales presence in Europe and China. We focused on reducing our cost structure and improving productivity throughout our operations. We began production in our Wood Village facility in the fourth quarter of fiscal 2004 and we
continue to invest in capital equipment at our Forest Grove and Wood Village facilities. We expect the first phase of our expansion to increase our production capacity by 50% by the end of calendar 2004 and to significantly enhance our quick-turn
and premium services capabilities. Depending on market and other conditions, we anticipate work on the second and final phase of our expansion to commence in the second half of calendar 2004 and to be completed approximately 12 to 18 months
thereafter. When fully implemented, we expect that our expansion will double our production capacity from fiscal 2003 levels.



We have provided below a discussion of our financial results for the three and nine months ended February 28, 2004 compared to the same periods in fiscal
2003 as a recent update concerning our financial condition and results of operations. You should read the comparison in conjunction with our year-to-year discussions in our Form 10-K for our fiscal year ended May 31, 2003.



Results of Operations



Net Sales



Our net sales were $44.1 million in the third quarter of fiscal 2004, an increase of 100% from net sales of $22.1 million in the third quarter of fiscal
2003. The increased net sales primarily resulted from increases in both unit shipments and average pricing. Net sales in the first nine months of fiscal 2004 were $111.9 million, an increase of 55% from net sales of $72.0 million in the first nine
months of fiscal 2003. This increase was primarily due to an increase in unit shipments, partially offset by a decrease in average pricing.



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Unit shipments were 68% higher in the third quarter of fiscal 2004 compared to the same period in the
prior year. Unit shipments were 59% higher in the first nine months of fiscal 2004 compared to the first nine months of fiscal 2003. The increase in volume was the result of increased end market demand as well as new program gains from existing
customers and the addition of new customers. We believe end market demand increased primarily due to the expansion of the markets we serve, particularly the communications market. We believe that we have been successful in increasing our customer
base and obtaining new programs from existing customers due to the efforts of our sales force as well as our strategy of expanding our state-of-the-art manufacturing capabilities, including the enhancement of our quick-turn and premium services
business. We have also increased unit shipments partially as a result of the elimination of our competitors capacity due to permanent plant closures.



Average pricing in the third quarter of fiscal 2004 was 19% higher than average pricing in the third quarter of fiscal 2003. Average pricing for the first
nine months of fiscal 2004 was 3% lower than the average pricing of the first nine months of fiscal 2003. The decrease in average pricing for the first nine months of fiscal 2004 compared to the same period in the prior year was primarily a result
of a change in our product mix. The increase in average pricing in the third quarter of fiscal 2004 was primarily caused by increased demand for premium services, product mix changes as well as increased pricing throughout our industry. Product mix
changes affect average pricing as pricing on circuit boards varies significantly based on board complexity, materials used and assembly requirements. In general, average pricing is higher for boards that utilize high-speed laminate materials or
thermal management solutions because these boards use higher cost materials. Sales of these higher priced boards as a percent of total sales increased in the third quarter of fiscal 2004 as compared to the same period in fiscal 2003 due to product
mix changes resulting from shifts in customer demand.



Sales of
quick-turn and premium services (products that we sell at a premium over our standard base price as a result of rapid prototype and pre-production manufacturing or compressed lead-time volume orders) comprised 50% of net sales in the third quarter
of fiscal 2004 compared to 25% in the third quarter of fiscal 2003. Sales of quick-turn and premium services represented 44% of net sales for the first nine months of fiscal 2004 compared to 26% in the first nine months of fiscal 2003. Sales of
quick-turn and premium services in the third quarter of fiscal 2004 included higher levels of both prototype and compressed lead-time volume orders, while sales of quick-turn and premium services in the third quarter of fiscal 2003 consisted
principally of prototype and pre-production orders. The increase in compressed lead-time volume orders was primarily the result of higher customer demand and new customer product launches combined with longer standard lead-times. The level of
prototype orders increased significantly compared to the prior year quarter due to our focus on growing this business. The percentage of our net sales from quick-turn and premium services will fluctuate from quarter to quarter and we expect this
percentage will be lower in the near term. Standard lead time volume orders are expected to increase as a percentage of net sales in the near term due to our ability to shorten standard lead times as a result of our manufacturing capacity expansion.



Sales attributed to our five largest OEM customers comprised
73% and 62% of our net sales in the third quarters of fiscal 2004 and 2003, respectively, and 69% and 61% of our net sales in the first nine months of fiscal 2004 and 2003, respectively. Three OEM customers accounted for more than 10% of our net
sales in the third quarter of 2004, while two OEM customers accounted for more than 10% of our net sales in the third quarter of 2003. Two OEM customers each accounted for more than 10% of our net sales in the first nine months of both 2004 and
2003. We expect to continue to depend upon a small number of customers for a significant portion of our net sales for the foreseeable future.



Sales attributed to our OEM customers include sales made through the OEMs electronic manufacturing service providers. We expect sales to OEMs
through their electronic manufacturing service providers to continue to represent a significant portion of our net sales. Approximately 53% and 55% of our net sales were made to our OEM customers electronic manufacturing service providers in
the third quarters of fiscal 2004 and 2003, respectively, and 64% and 61% of our net sales in the first nine months of fiscal 2004 and 2003, respectively. Most of our shipments to electronic manufacturing service providers are directed by OEMs who
negotiate product pricing and volumes directly with us. On a period to period basis, shipments to electronic manufacturing service providers will vary depending on sales mix and customer mix. In addition, we are on the approved vendor list of
several electronic manufacturing service providers and continue to be awarded incremental discretionary orders directly from them.



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The following table shows, for the periods indicated, the percentage of our net sales to the principal
end markets we serve ($ in thousands):



|                             |  |                    |   |                   |   |                   |  |               |   |  |   |        |  |     |   |  |   |         |  |     |   |  |   |       
|---------------------------- |  | ------------------ | - | ----------------- | - | ----------------- |  | ------------- | - |  | - | ------ |  | --- | - |  | - | ------- |  | --- | - |  | - | ------
|                             |  | Three Months Ended |   | Nine Months Ended
|                             |  | February 28,2004   |   | March 1, 2003     |   | February 28, 2004 |  | March 1, 2003
|End Markets                  |  |                    |   |                   |   |                   |  |               |   |  |   |        |  |     |   |  |   |         |  |     |   |  |   |       
|Communications               |  | 86                 | % |                   | $ | 38,015            |  | 73            | % |  | $ | 16,209 |  | 82  | % |  | $ | 92,166  |  | 74  | % |  | $ | 53,259
|High-end Computing & Storage |  | 5                  | % |                   |   | 2,252             |  | 15            | % |  |   | 3,315  |  | 8   | % |  |   | 8,784   |  | 14  | % |  |   | 10,402
|Test and Measurement         |  | 5                  | % |                   |   | 2,231             |  | 8             | % |  |   | 1,766  |  | 6   | % |  |   | 6,108   |  | 8   | % |  |   | 5,771 
|Other                        |  | 4                  | % |                   |   | 1,651             |  | 4             | % |  |   | 766    |  | 4   | % |  |   | 4,822   |  | 4   | % |  |   | 2,598 
|                             |  |                    |   |                   |   |                   |  |               |   |  |   |        |  |     |   |  |   |         |  |     |   |  |   |       
|Total                        |  | 100                | % |                   | $ | 44,149            |  | 100           | % |  | $ | 22,056 |  | 100 | % |  | $ | 111,880 |  | 100 | % |  | $ | 72,030
|                             |  |                    |   |                   |   |                   |  |               |   |  |   |        |  |     |   |  |   |         |  |     |   |  |   |       



Communications is our
primary focus and we continue to add new customers in this end market, resulting in increased net sales due to new programs from these customers.



Our 90-day backlog was approximately $21.9 million at the end of the third quarter of fiscal 2004 and $11.9 million at the end of fiscal 2003. A
substantial portion of our backlog is normally scheduled for delivery within 60 days.



Gross Margin



Gross margin as a percentage of
net sales was 19% in the third quarter of fiscal 2004 and negative 9% in the third quarter of fiscal 2003. Gross margin as a percentage of net sales was 14% in the first nine months of fiscal 2004 and negative 1% in the first nine months of fiscal
2003. The increases in gross margin were primarily due to an increase in manufacturing capacity utilization, a lower cost structure, increased productivity and a higher margin sales mix. Manufacturing capacity utilization improved due to increased
demand, which enhances gross margin because fixed costs are spread over a higher number of units produced, decreasing the cost per unit. The lower cost structure primarily resulted from restructuring and related activities undertaken in fiscal 2003,
reductions in supplier pricing for materials and other cost reduction actions. A shift to a higher margin sales mix is the result of changes in customer demand. The increase in gross margin was partially offset by start-up costs associated with the
Wood Village facility.



Engineering



Engineering expenses were $1.6 million, or 4% of net sales, in the third
quarter of fiscal 2004 compared to $1.5 million, or 7% of net sales, in the third quarter of fiscal 2003. Engineering expenses were $4.4 million, or 4% of net sales, in the first nine months of fiscal 2004 compared to $4.7 million, or 6% of net
sales, in the first nine months of fiscal 2003. The increase in engineering expenses in the third quarter of fiscal 2004 from the same period in the prior year primarily resulted from an increase in average headcount for the quarter and increased
incentive compensation expense. However, the decrease in engineering expenses in the first nine months of fiscal 2004 primarily resulted from a decrease in average headcount from the prior year due to attrition and the effects of the fiscal 2003
restructuring.



Selling, General and Administrative



Selling, general and administrative expenses were $3.3 million, or 7% of net
sales, and $2.7 million, or 12% of net sales, in the third quarters of fiscal 2004 and fiscal 2003, respectively. Selling, general and administrative expenses were $9.0 million, or 8% of net sales, and $8.7 million, or 12% of net sales, in the first
nine months of fiscal 2004 and fiscal 2003, respectively. The increase in selling, general and administrative expense in both periods primarily resulted from increased labor expenses due to increased headcount and increased incentive compensation
expense.



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Restructuring and Related Activities



During the third quarter of fiscal 2003, the Company executed a restructuring plan that consisted of a voluntary layoff and
the relocation of certain operations. The relocation had a positive impact on our cost structure, cycle time and productivity. In addition, the Company recorded a related charge for impaired assets that resulted from the restructuring. The plan was
substantially completed during the third quarter of fiscal 2003 and a charge of $2.0 million was recorded during that quarter for restructuring and related activities. At the end of the third quarter of fiscal 2003, $156 thousand of the charge was
accrued and not paid.



Interest and Other Income (Expense), net



Interest and other income (expense), net was a net
expense of $328 thousand in the third quarter of fiscal 2004 and $383 thousand in the third quarter of fiscal 2003. Interest and other income (expense), net was a net expense of $986 thousand in the first nine months of fiscal 2004 and $1,042
thousand in the first nine months of fiscal 2003. Interest income decreased in fiscal 2004 due to reduced interest yields on lower average levels of cash and cash equivalents and short-term investments. Decreases in interest income were partially
offset by a reduction in other expenses.



Income Taxes



Our effective income tax rate was zero for the three and nine month periods
ended February 28, 2004 due to adjustments to the valuation allowance against deferred tax assets that we established as a result of an accumulation of net operating losses. If we are profitable for fiscal year 2004, we expect to continue to reduce
our gross deferred tax asset and reduce the corresponding valuation allowance, which will result in minimal or no income tax expense for the year. If we are not profitable in fiscal 2004, we expect that any income tax benefit would be offset by a
corresponding increase in the valuation allowance.



The
internal revenue code limits the amount of otherwise taxable income that may be offset by net operating loss carryforwards if certain changes in stock ownership occur, including certain changes in ownership of stock by passive institutional
investors. If those changes in ownership of our stock have occurred or occur in the future, we may be limited in the amount of net operating loss carryforwards that we can use in any given year, including fiscal 2004, to reduce our income subject to
tax.



Liquidity and Capital Resources



At February 28, 2004, we had $130.2 million in cash and cash equivalents.
The principal source of liquidity in the first nine months of fiscal 2004 was the proceeds from an underwritten public offering of our common stock that we completed in the third quarter of fiscal 2004. Additional sources of liquidity included
proceeds from employee exercises of stock options and cash provided by operating activities. In the first nine months of fiscal 2004, we used cash principally to finance capital expenditures and fund working capital. We anticipate that these uses of
our cash will continue in the future as we continue our expansion.



Cash provided by operating activities for the first nine months of fiscal 2004 was $1.6 million, compared to cash used in operations of $9.9 million in the first nine months of fiscal 2003. Our operating cash flow of $1.6 million for the
first nine months of fiscal 2004 reflects net income of $1.6 million, adjusted for $7.5 million of depreciation and amortization, and a net increase in working capital of $8.8 million, excluding cash and cash equivalents and short-term investments.
The increase in working capital, excluding cash and investments, is primarily the result of an increase in accounts receivable, inventory and other assets, partially offset by an increase in accounts payable.



Cash used in investing activities in the first nine months of fiscal 2004 was
$5.9 million, primarily $7.4 million used for capital expenditures for manufacturing equipment and the early buy-out of equipment under an operating lease, offset by $1.5 million from the maturity of investments. In connection with our exercise of
the buy-out option under our operating lease, in the second quarter of fiscal 2004, we paid the lessor $1.5 million to purchase the equipment under lease and terminated the lease.



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We estimate that phase one of our capacity expansion, including the start up of Wood Village, will
require approximately $19.0 million in capital expenditures. As of February 28, 2004, we had firm capital commitments of approximately $15.0 million relating to the purchase of manufacturing equipment, including equipment for our Wood Village
facility.



Cash provided by financing activities in the first
nine months of fiscal 2004 was $92.0 million compared to $7.9 million in the prior year. Our net cash flow from financing activities for the first nine months of fiscal 2004 reflects net proceeds of $88.0 million from an underwritten public offering
of 3,700,000 shares of our common stock at a price of $25.21 per share, less offering costs paid to date, that was completed in the third quarter of fiscal 2004 and $4.0 million of proceeds from the exercise of employee stock options.



We lease our 90,000 square foot Wood Village manufacturing facility under an
operating lease. Monthly lease payments escalate at specific points over the minimum ten-year term of the lease. Outstanding minimum lease payments at the end of the third quarter of fiscal 2004 totaled $4.3 million. Payments on the initial term of
the lease extend through July 2011 and we have the option to extend the term of the lease for three consecutive periods of five years each.



We believe that our existing capital resources and expected cash generated from operations will be sufficient to meet our working capital and capital
expenditure requirements through at least the next twelve months.



Risk
Factors Affecting Business and Results of Operations



Certain statements in this report contain forward-looking information (as defined in Section 27A of the Securities Act of 1933, as amended) that involves risks and uncertainties. Words such as anticipates, believes,
expects, future and intends and similar expressions identify forward-looking statements. These statements relate to future events or our future financial performance. These statements constitute forward-looking
statements and are only predictions. Actual events or results may differ materially. The differences could be caused by a number of factors or combination of factors, including the factors listed below and the risks detailed in the Companys
Securities and Exchange Commission filings, including our Annual Report on Form 10-K for the fiscal year ended May 31, 2003.



Forward-looking statements contained in this report relate to the Companys plans and expectations as to future financial results and, among other
things, the level of sales of our quick-turn and premium services, increased sales from volume orders, our customer base, estimates related to our capacity expansion, including the start-up of our Wood Village facility and anticipated capital
investments, the need for and availability of capital resources and cash, and the effect of adjustments to our tax valuation allowance.



Many factors, including the following, could cause actual results to differ materially from the forward-looking statements: a change in customer order
levels, product mix or inventory build-up; lower than expected or delayed sales; our ability to successfully complete and ramp our Wood Village facility; pricing and other competitive pressures in the industry from domestic and global competitors;
our ability to successfully execute our quick-turn and premium services strategy; a change in the level of our quick-turn and premium services sales; the ability of our emerging growth company customers to secure capital; our ability to use our
deferred tax assets; our ability to contain costs; and our ability to retain or attract employees with sufficient know-how to conduct our manufacturing processes and maintain or increase our production output and quality. These factors or additional
risks and uncertainties not known to us or that we currently deem immaterial may impair business operations and may cause our actual results to differ materially from any forward-looking statement.



Although we believe the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not intend to update any of the forward-looking statements after the date of this report to conform them to actual results or
changes in our expectations.



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|ITEM  3.    QUANTITATIVE | AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------------------------ | ---------------------------------------------



Our exposure to market risk for changes in interest rates relates primarily to the increase or decrease in the amount of interest income we can earn on
our funds available for investment. We ensure the safety and preservation of our invested principal by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in high-credit quality securities. We do not
believe that changes in interest rates will have a material effect on our liquidity, financial condition or results of operations.



We do not have interest rate risk in our long-term debt and do not enter into interest rate swap agreements. A change in interest rates would not affect
interest expense on the $25.0 million, 6.5% convertible debenture because that instrument bears a fixed rate of interest.



|ITEM  4.    CONTROLS | AND PROCEDURES
|-------------------- | --------------



An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2004. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were
effective to ensure that material information required to be included in the Companys Exchange Act reports would be made known to management by others within the Company.



There has been no change in the Companys internal control over financial reporting during the fiscal quarter ended
February 28, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.



Our CEO and CFO do not expect that our disclosure controls or our internal controls will prevent all error and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future conditions.



PART II. OTHER INFORMATION



|ITEM  6.    EXHIBITS | AND REPORTS ON FORM 8-K
|-------------------- | -----------------------



(a) See the Exhibit Index for the exhibits filed as part of this report.



(b) Reports on Form 8-K



A Current Report on Form 8-K was furnished on December 18, 2003 to report under Item 7 and Item 12 the Companys results for the quarter ended November 29, 2003. Current Reports on Form 8-K/A were furnished on
January 5, 2004 to amend three Current Reports on Form 8-K that were filed on July 1, 2003, September 4, 2003 and September 23, 2003, respectively. A Current Report on Form 8-K was filed on January 28, 2004 to report under Item 7 the Form of
Underwriting Agreement to be incorporated by reference into the Registration Statement on Form S-3 of Merix Corporation, which was originally filed with the Securities and Exchange Commission on January 7, 2004 and amended on January 13, 2004. No
other reports on Form 8-K were filed or furnished during the quarter ended February 28, 2004.



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##### Table of Contents

SIGNATURE



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 this 8thday of April, 2004.



MERIX CORPORATIONBy:

/s/    Janie S. BrownJanie S. Brown Sr. Vice President, Chief Financial
Officer, Treasurer and Secretary (Principal Financial
Officer)




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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                    
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                               
|              | 
|3.1           |  | Articles of Incorporation of the Company, as amended, incorporated by reference to the Companys Annual Report on Form 10-K for the fiscal year ended May 26, 2001.
|              | 
|3.2           |  | Bylaws of the Company, as amended, incorporated by reference to Exhibit 3.2 to the Companys Form 10-K for the fiscal year ended May 31, 1997.                     
|              | 
|31.1          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                  
|              | 
|31.2          |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                  
|              | 
|32.1          |  | Section 1350 Certification of Chief Executive Officer                                                                                                              
|              | 
|32.2          |  | Section 1350 Certification of Chief Financial Officer