METRON TECHNOLOGY N V - 10-Q Quarterly Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended February 29, 2004

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: 000-27863

METRON TECHNOLOGY N.V.

(Exact name of registrant as specified in its charter)

The Netherlands		98-0180010
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

4425 Fortran Drive San Jose, California 95134-2300
(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 719-4600

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class		Outstanding at March 31, 2004
Common shares, par value EURO 0.44 per share		12,760,608

METRON TECHNOLOGY N.V.

INDEX

Part I.		Financial Information

Item 1.		Financial Statements

	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine months Ended February 28, 2003 and February 29, 2004

	Condensed Consolidated Statements of Comprehensive Loss (Unaudited) for the Three and Nine months Ended February 28, 2003 and February 29, 2004

	Condensed Consolidated Balance Sheets (Unaudited) as of May 31, 2003 and February 29, 2004

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine months Ended February 28, 2003 and February 29, 2004

	Notes to Condensed Consolidated Financial Statements (Unaudited)

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Item 4		Controls and Procedures

Part II. Other Information

Item 1.		Legal Proceedings

Item 2.		Changes in Securities and Use of Proceeds

Item 3.		Defaults Upon Senior Securities

Item 4.		Submission of Matters to a Vote of Security Holders

Item 5.		Other Information

Item 6.		Exhibits and Reports on Form 8-K

Signature

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

METRON TECHNOLOGY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands except per share data)

	Three months ended						Nine months ended
	February 28, 2003			February 29, 2004			February 28, 2003			February 29, 2004

Net revenue	$	57,896		$	52,739		$	179,020		$	143,699
Cost of revenue	47,074			41,202			146,207			113,458
Gross profit	10,822			11,537			32,813			30,241
Selling, general and administrative	14,286			13,260			43,028			39,365
Research, development and engineering	—			705			—			1,808
Restructuring costs	1,206			724			2,998			3,256
Goodwill impairment	8,292			—			8,292			—
Other operating income, net of associated costs	—			—			1,354			—
Operating loss	(12,962		)	(3,152		)	(20,151		)	(14,188		)
Equity in net income (loss) of joint ventures	—			1			36			(50		)
Other expense, net	(351		)	(777		)	(1,237		)	(1,869		)
Loss before income taxes	(13,313		)	(3,928		)	(21,352		)	(16,107		)
Provision (benefit) for income taxes	(686		)	211			(943		)	682
Net loss	$	(12,627	)	$	(4,139	)	$	(20,409	)	$	(16,789	)
Loss per common share
Basic and diluted	$	(0.96	)	$	(0.33	)	$	(1.56	)	$	(1.33	)

Weighted average number of shares
Basic and diluted	13,121			12,662			13,067			12,639

See accompanying Notes to Condensed Consolidated Financial Statements.

METRON TECHNOLOGY N.V.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited)

(Dollars in thousands)

	Three months ended						Nine months ended
	February 28, 2003			February 29, 2004			February 28, 2003			February 29, 2004

Net loss	$	(12,627	)	$	(4,139	)	$	(20,409	)	$	(16,789	)
Other comprehensive income (loss)
Foreign currency translation	1,686			836			3,083			806
Loss from foreign currency forward contracts	27			—			—			—
Comprehensive loss	$	(10,914	)	$	(3,303	)	$	(17,326	)	$	(15,983	)

See accompanying Notes to Condensed Consolidated Financial Statements.

METRON TECHNOLOGY N.V.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands)

	May 31, 2003		February 29, 2004

ASSETS
Cash and cash equivalents	$	12,179	$	7,047
Accounts receivable	38,168		36,216
Loan to officer/shareholder	110		110
Inventories	38,131		42,778
Prepaid expenses and other current assets	14,124