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: March 31, 2005
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: 0-11412
AMTECH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Arizona | 86-0411215 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 131 South Clark Drive, Tempe, Arizona | 85281 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: 480-967-5146
Indicate by a 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. x Yes ¨ 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
Shares of Common Stock outstanding as of May 16, 2005: 2,705,121
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
| Page | ||
| PART I. FINANCIAL INFORMATION |
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| Item 1. Condensed Consolidated Financial Statements |
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| Condensed Consolidated Balance Sheets March 31, 2005 (Unaudited) and September 30, 2004 |
3 | |
| 4 | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended March 31, 2005 and 2004 |
5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) |
6 | |
| Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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| 14 | ||
| 15 | ||
| 15 | ||
| 19 | ||
| 20 | ||
| 21 | ||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
22 | |
| 23 | ||
| PART II. OTHER INFORMATION |
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| 24 | ||
| 25 | ||
| 26 | ||
2
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2005 |
September 30, 2004 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 908,507 | $ | 1,674,352 | ||||
| Accounts receivable (less allowance for doubtful accounts of $207,000 and $188,000 at March 31, 2005 and September 30, 2004, respectively) |
6,475,178 | 3,629,177 | ||||||
| Inventories |
5,888,131 | 5,993,837 | ||||||
| Income taxes receivable |
590,023 | 611,333 | ||||||
| Prepaid expenses |
281,250 | 357,475 | ||||||
| Total current assets |
14,143,089 | 12,266,174 | ||||||
| PROPERTY, PLANT AND EQUIPMENT - net |
2,111,873 | 2,220,172 | ||||||
| INTANGIBLE ASSETS - net |
1,273,003 | 1,343,171 | ||||||
| GOODWILL |
816,639 | 816,639 | ||||||
| OTHER ASSETS |
2,105 | 13,374 | ||||||
| TOTAL ASSETS |
$ | 18,346,709 | $ | 16,659,530 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 1,715,054 | $ | 1,459,197 | ||||
| Current maturities of long term debt |
135,558 | 19,730 | ||||||
| Accrued compensation and related taxes |
1,228,710 | 743,600 | ||||||
| Accrued warranty expense |
265,965 | 260,332 | ||||||
| Deferred profit |
922,265 | 1,031,441 | ||||||
| Customer deposits |
217,002 | 210,803 | ||||||
| Accrued loss on contract |
413,415 | 363,862 | ||||||
| Other accrued liabilities |
276,940 | 441,979 | ||||||
| Total current liabilities |
5,174,909 | 4,530,944 | ||||||
| LONG-TERM OBLIGATIONS |
843,181 | 473,510 | ||||||
| Total liabilities |
6,018,090 | 5,004,454 | ||||||
| COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENT (Notes 6, 7 and 8) |
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| STOCKHOLDERS EQUITY: |
||||||||
| Preferred stock; no specified terms; 100,000,000 shares authorized; none issued |
| | ||||||
| Common stock; $0.01 par value; 100,000,000 shares authorized; shares issued and outstanding: 2,705,121 at March 31, 2005 and September 30, 2004 |
27,051 | 27,051 | ||||||
| Additional paid-in capital |
12,887,986 | 12,887,986 | ||||||
| Accumulated other comprehensive income |
602,015 | 500,275 | ||||||
| Accumulated deficit |
(1,188,433 | ) | (1,760,236 | ) | ||||
| Total stockholders equity |
12,328,619 | 11,655,076 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 18,346,709 | $ | 16,659,530 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended March 31, 2005 and 2004
(Unaudited)
| Three Months Ended March 31, |
Six Months Ended March 31, | ||||||||||||||
| 2005 |
2004 |
2005 |
2004 | ||||||||||||
| Revenues, net of returns and allowances |
$ | 8,915,155 | $ | 5,631,423 | $ | 16,086,877 | $ | 9,552,194 | |||||||
| Cost of sales |
6,408,480 | 4,043,638 | 11,445,689 | 6,775,412 | |||||||||||
| Gross margin |
2,506,675 | 1,587,785 | 4,641,188 | 2,776,782 | |||||||||||
| Selling, general and administrative |
1,822,522 | 1,292,363 | 3,691,740 | 2,347,507 | |||||||||||
| Research and development |
175,896 | 133,718 | 342,698 | 266,289 | |||||||||||
| Operating income |
508,257 | 161,704 | 606,750 | 162,986 | |||||||||||
| Interest income (expense), net |
(27,271 | ) | (189 | ) | (37,289 | ) | 2,391 | ||||||||
| Income before income taxes |
480,986 | 161,515 | 569,461 | 165,377 | |||||||||||
| Income tax provision (benefit) |
(22,344 | ) | 64,000 | (2,342 | ) | 66,000 | |||||||||
| NET INCOME |
$ | 503,330 | $ | 97,515 | $ | 571,803 | $ | 99,377 | |||||||
| EARNINGS PER SHARE: |
|||||||||||||||
| Basic earnings per share |
$ | .19 | $ | .04 | $ | .21 | $ | 0.04 | |||||||
| Weighted average shares outstanding |
2,705,121 | 2,700,671 | 2,705,121 | 2,700,387 | |||||||||||
| Diluted earnings per share |
$ | .18 | $ | .03 | $ | .21 | $ | 0.04 | |||||||
| Weighted average shares outstanding |
2,753,522 | 2,787,533 | 2,757,121 | 2,795,492 | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended March 31, 2005 and 2004
(Unaudited)
| 2005 |
2004 |
|||||||
| OPERATING ACTIVITIES |
||||||||
| Net income |
$ | 571,803 | $ | 99,377 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
353,178 | 217,934 | ||||||
| Write-down of inventory |
51,562 | 40,520 | ||||||
| Provision for doubtful accounts |
13,099 | (2,528 | ) | |||||
| Deferred income taxes |
| 40,000 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(2,792,026 | ) | 520,566 | |||||
| Inventories |
169,295 | (504,217 | ) | |||||
| Prepaid expenses and other assets |
88,976 | (54,732 | ) | |||||
| Accounts payable |
230,387 | (409,297 | ) | |||||
| Accrued liabilities and customer deposits |
316,045 | 297,434 | ||||||
| Deferred profit |
(160,175 | ) | (47,656 | ) | ||||
| Income taxes receivable |
29,198 | (6,078 | ) | |||||
| Net cash provided by (used in) operating activities |
(1,128,658 | ) | 191,323 | |||||
| INVESTING ACTIVITIES |
||||||||
| Purchases of property, plant and equipment |
(121,090 | ) | (60,378 | ) | ||||
| Net cash used in investing activities |
(121,090 | ) | (60,378 | ) | ||||
| FINANCING ACTIVITIES |
||||||||
| Common stock issued |
| 2,908 | ||||||
| Payments on long-term obligations |
(38,025 | ) | | |||||
| Borrowings on long-term obligations |
500,000 | | ||||||
| Net cash provided by financing activities |
461,975 | 2,908 | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH |
21,928 | 48,662 | ||||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(765,845 | ) | 182,515 | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
1,674,352 | 7,453,069 | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 908,507 | $ | 7,635,584 | ||||
| Supplemental Cash Flow Information: |
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| Cash paid during the period for: |
||||||||
| Interest expense |
$ | 43,365 | $ | 13,716 | ||||
| Income taxes paid |
60,655 | 34,000 | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
| (1) | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations and Basis of Presentation Amtech Systems, Inc., an Arizona corporation (Amtech), and its wholly-owned subsidiaries; P. R. Hoffman Machine Products, Inc. (P. R. Hoffman) and Bruce Technologies, Inc. (Bruce Technologies), based in the United States; and Tempress Systems, Inc. (Tempress) based in the Netherlands, comprise the Company. Amtech designs, assembles, sells and installs capital equipment and related consumables used in the manufacture of wafers of various materials, primarily silicon wafers for the semiconductor industry, and in certain semiconductor fabrication processes. These products are sold to manufacturers of silicon wafers and semiconductors worldwide, particularly in the United States, Asia and northern Europe. In addition, Amtech provides semiconductor manufacturing support services.
Amtech serves a niche market in an industry that experiences rapid technological advances, and which in the past has been very cyclical. Therefore, Amtechs future profitability and growth depend on its ability to develop or acquire and market profitable new products, and on its ability to adapt to cyclical trends.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC), and consequently do not include all disclosures normally required by U.S. generally accepted accounting principles. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal recurring nature, to present fairly the Companys financial position, results of operations and cash flows.
Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2004.
The consolidated results of operations for the three and six months ended March 31, 2005 are not necessarily indicative of the results to be expected for the full year.
Use of Estimates The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications In order to more accurately reflect cost of sales, the Company reclassified $74,000 of expenses previously classified as selling, general and administrative costs to cost of sales in the three months ended December 31, 2004.
6
Deferred Profit The components of deferred profit are as follows:
| March 31, 2005 |
September 30, 2004 | |||||
| Deferred Revenues |
$ | 922,265 | $ | 1,130,796 | ||
| Deferred Costs |
| 99,355 | ||||
| $ | 922,265 | $ | 1,031,441 | |||
Concentrations of Credit Risk As of March 31, 2005, receivables from two customers amounted to 14 % and 19 % of accounts receivable. In addition, 59 % of the work-in-process inventory (WIP) at March 31, 2005 is attributable to a single customer. The systems ordered by that customer are part of a five-system order, which began shipping during the second quarter of 2004. The remaining system ordered by this customer is currently scheduled to ship during the third quarter of 2005. An additional 14 % of WIP is attributable to another single customer.
During the six months ended March 31, 2005, net revenues were from customers in the following geographic regions: North America 36 %, Asia 37 % and Europe 27 %. No customer represented more than 10 % of net revenues during the six months ended March 31, 2005.
The Company had assets of $10.5 million and $7.8 million in the United States and the Netherlands, respectively, at March 31, 2005. At September 30, 2004, the Company had $10.8 million and $5.8 million of assets in the United States and the Netherlands, respectively.
Inventories The components of inventories are as follows:
| March 31, 2005 |
September 30, 2004 | |||||
| Purchased parts and raw materials |
$ | 3,535,670 | $ | 4,161,847 | ||
| Work-in-process |
1,859,628 | 1,185,428 | ||||
| Finished goods |
492,833 | 646,562 | ||||
| $ | 5,888,131 | $ | 5,993,837 | |||
Property, Plant and Equipment Maintenance and repairs are charged to expense as incurred. The costs of additions and improvements are capitalized. The cost of property retired or sold and the related accumulated depreciation are removed from the applicable accounts when disposition occurs and any gain or loss is recognized. Depreciation is computed using the straight-line method. Useful lives for equipment, machinery and leasehold improvements range from three to seven years; for furniture and fixtures from five to ten years; and for buildings twenty years.
7
The following is a summary of property, plant and equipment: