APPLIED FILMS CORP
10-Q, 1998-05-12
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q



                                QUARTERLY REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                      For the quarter ended March 28, 1998
                          Commission File Number 23103

                            APPLIED FILMS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)




          Colorado                                          84-1311581
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

9586 I-25 Frontage Rd., Longmont, Colorado                      80504
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:       (303) 774-3200

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes _X_ No ___

3,476,437 shares of Common Stock were outstanding as of April 30, 1998.
<PAGE>
                                      INDEX

PART I.      FINANCIAL INFORMATION                                      Page No.

Item 1.      Financial Statements:                                          3

             Consolidated Balance Sheets at June 28, 1997 and               3
             March 28, 1998

             Consolidated Statements of Operations for the Three and        4
             Nine Months Ended March 29, 1997 and March 28, 1998

             Consolidated Statements of Cash Flows for the Nine Months      5
             Ended March 29, 1997, and March 28, 1998

             Notes to Consolidated Financial Statements                     6

Item 2.      Management's Discussion and Analysis of Financial              9
             Condition and Results of Operations

PART II.     OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K.                             14




                                        2
<PAGE>
                    APPLIED FILMS CORPORATION AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
<TABLE>
                                                         June 28, 1997     March 28, 1998
                                                         -------------     --------------
ASSETS                                                                      (unaudited)
Current Assets:
<S>                                                       <C>              <C>
  Cash and cash equivalents ..........................    $    297         $    332
  Accounts Receivable, net
    Coated glass and other ...........................       6,316            7,187
    Income earned, not yet billed ....................         145            2,022
  Inventories, net ...................................       6,160           10,251
  Prepaid expenses and other .........................         423              805
  Note receivable from officers ......................           5                2
  Deferred tax asset, net ............................         250              633
                                                          --------         --------
    Total current assets .............................      13,596           21,232
                                                          --------         --------
Property, Plant and Equipment:
  Land ...............................................         733              733
  Building ...........................................       2,747            2,747
  Machinery and equipment ............................      11,587           16,139
  Office furniture and equipment .....................         452              485
  Leasehold improvements .............................         425              901
  Construction-in-progress ...........................       1,209              800
                                                          --------         --------
                                                            17,153           21,805
  Accumulated depreciation ...........................      (9,330)         (10,725)
                                                          --------         --------
                                                             7,823           11,080
Investment in affiliate ..............................         122              157
Deferred tax asset, net of current portion ...........        --                 93
                                                          --------         --------
                                                               122              250
    Total Assets .....................................    $ 21,541         $ 32,562
                                                          ========         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Trade accounts payable .............................    $  3,802         $  7,931
  Accrued expenses ...................................       1,272            2,851
  Income received but not yet earned .................       1,500             --
  Income taxes payable ...............................         352              662
  Current portion of long-term debt ..................       1,136            1,062
                                                          --------         --------
     Total current liabilities .......................       8,062           12,506
                                                          --------         --------
Non-Current Liabilities:
  Long-term debt, net of current portion .............       6,448            5,073
  Deferred gain, net of current portion ..............        --                770
  Deferred tax liability, net of current portion .....         291             --
                                                          --------         --------
    Total liabilities ................................      14,801           18,349
                                                          --------         --------
Stockholders' Equity:
  Common stock, no par value, 10,000,000
    shares authorized, 3,476,437 shares
    issued and outstanding ...........................    $  4,245         $  9,450
  Less common shares held by affiliate ...............         (26)             (26)
  Deferred compensation ..............................         (31)             (13)
  Retained earnings ..................................       2,552            4,802
                                                          --------         --------
    Total stockholders' equity .......................       6,740           14,213
                                                          --------         --------
Total liabilities & stockholders' equity .............    $ 21,541         $ 32,562
                                                          ========         ========
</TABLE>

                                        3
<PAGE>
                    APPLIED FILMS CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (unaudited)
<TABLE>
                                       Three Months Ended       Nine Months Ended
                                      --------------------    ---------------------
                                      March 29,   March 28,   March 29,   March 28,
                                        1997        1998        1997        1998
<S>                                   <C>         <C>         <C>         <C>
Net Sales .........................   $  9,935    $ 15,312    $ 24,020    $ 39,736

Cost of Goods Sold ................      7,768      12,356      19,596      31,745
                                      --------    --------    --------    --------
Gross Profit ......................      2,167       2,956       4,424       7,991

Selling, General and Administrative        923       1,336       2,108       3,431
Research and Development Expenses .        181         324         489         941
                                      --------    --------    --------    --------
Income from Operations ............      1,063       1,296       1,827       3,619

Other Income (Expense):
Gain (loss) of foreign currency
 exchange .........................         11          69          58         102
Interest Expense ..................       (191)       (103)       (642)       (360)
Other Income (Expense) ............         (1)         17          (6)         36
                                      --------    --------    --------    --------
Income before income taxes ........        882       1,279       1,237       3,397

Income Tax Provision ..............        240         435         337       1,148
                                      --------    --------    --------    --------
Net Income ........................   $    642    $    844    $    900    $  2,249
                                      ========    ========    ========    ========
Primary and Fully Diluted
 Net Income Per Share .............   $   0.23    $   0.23    $   0.32    $   0.68
                                      ========    ========    ========    ========
Weighted Average Common Shares
 Outstanding ......................      2,853       3,695       2,853       3,302
                                      ========    ========    ========    ========
</TABLE>

                                        4
<PAGE>
                    APPLIED FILMS CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)
<TABLE>
                                                   Nine Months Ended   Nine Months Ended
                                                    March 29, 1997     March 28, 1998
                                                    --------------     ---------------
<S>                                                  <C>             <C>
Cash Flows From Operating Activities
  Net Income .....................................   $    900        $  2,249
  Depreciation and Amortization ..................      1,104           1,283
  Amortization of Deferred Compensation ..........         46              18
  Loss (gain) on disposals of property,
    plant and equipment ..........................          6              (4)
  Undistributed earnings of affiliate ............          2             (35)

Changes in --
  Accounts receivable (net) ......................     (1,543)         (2,749)
  Inventories ....................................        622          (4,091)
  Prepaid expenses and other .....................        186            (382)
  Accounts Payable ...............................        894           4,129
  Income received not yet earned .................      1,020          (1,500)
  Accrued expenses ...............................        668           1,524
  Income taxes payable ...........................        190             310
  Deferred income taxes, net .....................       --          ($   767)
Net cash flows from operating activities .........      4,095             (15)
                                                     --------        --------
Cash Flows From Investing Activities
Purchase of Building Improvements ................        (15)            --
Purchase of Machinery and Equipment ..............       (238)         (4,444)
Reimbursement of equipment costs .................         16             --
Purchase of Office Furniture & Equipment .........        (34)            (35)
Purchase of Leasehold Improvements ...............         (4)           (477)
Costs incurred for Construction in Progress ......        (76)            409
Proceeds from Sale of Equipment ..................         60               4
Proceeds from Sale of Purchase Option for
  Longmont Facility ..............................       --               834
Cash received from note receivable from officer ..         18               4
Net cash flows from investing activities .........       (273)         (3,705)
                                                     --------        --------
Cash Flows from Financing Activities
Proceeds from Long Term Debt .....................      4,943           9,791
Repayment of Long Term Debt ......................     (8,838)        (11,241)
Cash received from public stock offering .........       --             5,205
Net cash flows from financing activities .........     (3,895)          3,755
                                                     --------        --------

Net Increase (Decrease) in Cash ..................        (73)             35
Cash and Cash Equivalents, beginning of period ...        260             297
Cash and Cash Equivalents, end of period .........   $    187        $    332
                                                     ========        ========

Supplemental cash flow information
Cash paid for interest, net of amounts capitalized   $    481        $    626
                                                     ========        ========
Cash paid (received) for income taxes net of
 amounts refunded ................................   $    117        $  1,603
                                                     ========        ========
</TABLE>

                                        5
<PAGE>
                    APPLIED FILMS CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Company Organization and Operations

     Applied Films Corporation,  (the "Company"), was originally incorporated in
1992 as a Michigan  corporation.  In June 1995,  the Company  reincorporated  in
Colorado.  The Company's  principal line of business is the manufacture and sale
of thin film  coated  glass for use in flat panel and liquid  crystal  displays.
Recently,  the Company has begun selling its thin film coating equipment to flat
panel display and other  manufacturers.  The Company experiences risks common to
technology companies,  including highly competitive and evolving markets for its
products.

     The  Company  was  formed  in May 1992 as the  result  of a merger  between
Applied  Films,   Inc.  ("AFI")  and  a  wholly  owned  subsidiary  of  Donnelly
Corporation  ("Donnelly"),  Donnelly Coated Corporation ("DCC"). On November 26,
1997,  Donnelly  sold all its shares of Applied Films stock during the Company's
initial public offering.

(2) Significant Accounting Policies

     Principles of Consolidation

     The accompanying  consolidated  financial  statements include the Company's
wholly owned subsidiary,  DAF Export Corporation,  which is treated as a Foreign
Sales Corporation  ("FSC") for federal income tax purposes.  The accounts of the
subsidiary  have been  consolidated  with the  accounts  of the  Company  in the
accompanying  financial  statements.  All intercompany accounts and transactions
have been eliminated in the consolidation.

     Unaudited Financial Information

     The accompanying interim financial information as of March 28, 1998 and for
the  quarters  ended  March 29,  1997 and March 28,  1998 is  unaudited.  In the
opinion  of  management,   all  adjustments   (consisting  of  normal  recurring
adjustments)  have been included  that are necessary to a fair  statement of the
results of those interim  periods  presented.  The results of operations for the
quarter or the nine months ended March 28, 1998 are not  necessarily  indicative
of the results to be expected for the entire year.

     Fiscal Year

The Company has adopted a fiscal year ending on the  Saturday  nearest  June 30,
which will result in fiscal years composed of 52 or 53 weeks.  Fiscal years 1997
and 1998 include 52 weeks.


                                        6
<PAGE>
     Inventories

     Inventories  are  stated  at the  lower of cost  (first-in,  first-out)  or
market.  Inventories  at June 28,  1997,  and  March  28,  1998  consist  of the
following:
<TABLE>
                                                        June 28,             March 28,
                                                          1997                 1998
<S>                                                   <C>                  <C>
Raw materials, net................................    $3,840,000           $6,944,000
Work-in-process...................................         9,000               22,000
Materials for manufacturing systems...............       158,000            1,248,000
Finished Goods....................................     2,153,000            2,037,000
                                                      ----------          -----------
                                                      $6,160,000          $10,251,000
                                                      ==========          ===========
</TABLE>

     Net Income Per Share

     Net income  per share is  computed  using the  weighted  average  number of
common  and  common  equivalent  shares  outstanding  for  each  period.  Common
equivalent  shares include stock options to purchase the Company's common stock.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
common and common equivalent shares issued during the twelve months  immediately
preceding the Company's  initial public  offering filing date have been included
in the  calculation  of common and common  equivalent  shares using the treasury
stock  method  and  the  anticipated  public  offering  price  as if  they  were
outstanding for all periods.

     New Accounting Pronouncements

     The Financial  Accounting  Standards  Board  recently  issued  Statement of
Financial Accounting  Standards 128 (SFAS 128") entitled,  "Earnings per Share."
SFAS 128 is effective  for fiscal years  ending after  December 15, 1997;  early
adoption is not permitted.  SFAS 128 replaces primary and fully diluted earnings
per share with basic and diluted  earnings per share,  respectively.  Under SFAS
128, net income (loss) per share for the periods reported would be as follows:
<TABLE>
             Three months ended      Three months ended        Nine months ended         Nine months ended
               March 29, 1997          March 28, 1998           March 29, 1997            March 28, 1998
<S>               <C>                       <C>                       <C>                       <C>
Basic......       $0.23                     $0.24                     $0.32                     $0.72
Diluted....        0.23                      0.23                      0.32                      0.68
</TABLE>


                                        7
<PAGE>
(3) Sales by Geographic Region

     The breakdown of total sales by geographic region is as follows:
<TABLE>
                                                          Fiscal Year Ended            Nine Months Ended
                                                             June 28, 1997               March 28, 1998
                                                            ---------------            ----------------
                                                                                          (unaudited)
<S>                                                         <C>                         <C>
Asia (other than Japan) . . . . . . . . . . . .             $19,534,000                 $23,588,000
Japan . . . . . . . . . . . . . . . . . . . . .               6,611,000                   5,732,000
United States . . . . . . . . . . . . . . . . .               5,997,000                  10,439,000
Europe and Other. . . . . . . . . . . . . . . .               2,941,000                   1,755,000
                                                           ------------                ------------
Gross sales . . . . . . . . . . . . . . . . . .              35,083,000                  41,514,000
Less: sales returns and allowances. . . . . . .              (1,033,000)                 (1,778,000)
                                                            -----------                 -----------
Net sales . . . . . . . . . . . . . . . . . . .             $34,050,000                 $39,736,000
                                                            ===========                 ===========
</TABLE>
(4) Other Information

     On January 30, 1998 the Company entered into a new lease with a third party
lessor for its new  production  facility  in  Longmont,  Colorado.  The  Company
received $834,000  representing the amount of fair market value in excess of the
purchase option price.

     On March 27, 1998, the Company  amended its $11.5 million  credit  facility
with a commercial  bank. The credit  facility  originally  included a $3 million
term loan and $8.5 million line of credit. The amendment converted the term loan
into the line of credit and increased the total line of credit to $11.5 million.
In addition, a Eurodollar interest rate option was added to the credit facility.


                                        8
<PAGE>
                    APPLIED FILMS CORPORATION AND SUBSIDIARY

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                 OF FINANCIAL CONDITION AND RESULTS OF OPERATION



     The following  discussion and analysis of the Company's financial condition
and  results of  operations  should be read in  conjunction  with the  Company's
consolidated  financial  statements  and notes thereto  included in this report.
This report contains certain  forward-looking  statements (within the meaning of
the Private Securities  Litigation Reform Act of 1995) that involve  substantial
risks and uncertainties, including those described below, the effect of changing
worldwide  economic  conditions,  such as those in Asia,  the  effect of overall
market  conditions,  product demand and market acceptance risk, risks associated
with dependencies on suppliers,  the impact of competitive products and pricing,
technological and product  development risks, and other risk factors.  When used
herein,  the terms  "believe,"  "anticipate,"  "intend,"  "goal,"  "expect," and
similar  expressions  may identify  forward-looking  statements.  The  Company's
actual  results,  performance or achievements  may differ  materially from those
expressed or implied by such forward- looking statements.

OVERVIEW

     The Company's sales  historically have been derived primarily from the sale
of thin film coated glass to  manufacturers  of liquid crystal  displays (LCDs).
Most of the Company's LCD manufacturing  customers are located in Asia. Sales to
international  customers  represented  approximately  84% of the Company's total
gross  sales and 83% of thin film  coated  glass  sales in the third  quarter of
fiscal 1998. The Company expects  international sales will continue to represent
a significant  portion of its net sales.  During fiscal 1997,  the Company began
selling thin film coating  (PVD)  equipment  to flat panel  display  ("FPD") and
other  manufacturers,  which sales  totaled  $2.8  million for fiscal year ended
1997.

     Sales and related costs of coated glass sales are recognized  when products
are  shipped.  Historically,  sales have varied  substantially  from  quarter to
quarter,  and the  Company  expects  such  variations  to  continue.  Because  a
significant  portion of the Company's  overhead is fixed in the short term,  the
Company's  gross profit and results of operations  may be adversely  affected by
unexpected fluctuations in sales. The Company is typically able to ship its thin
film coated  glass within 30 days of receipt of the order and,  therefore,  does
not  customarily  have  a  significant   long-term   backlog  of  coated  glass.
Historically,  the Company has experienced  significant price pressure from time
to time in its thin film coated glass business.  While prices have been somewhat
more stable recently,  the Company expects  continued  downward  pressure on its
selling  prices in the future,  which will require  continuing  improvements  in
manufacturing efficiencies and cost reductions.

     The Company  sells most of its thin film coated glass to foreign  customers
in U.S. dollars except for sales to certain Japanese customers which are in yen.
Gross sales in yen were  approximately  $4.4  million,  for fiscal 1997 and $4.5
million for the first nine months of fiscal 1998. The Company does not currently
engage in international  currency  hedging  transactions to mitigate its foreign
exchange exposure, however, the Company does purchase raw glass from Japan which
partially  offsets foreign  currency risks on thin film coated glass sales.  The
Company's  purchases of raw material  denominated in yen were approximately $4.6
million in fiscal 1997 and $5.8 million in the first nine months of fiscal 1998.
At March 28, 1998,  accounts  receivable  denominated in yen were  approximately
$836,000 or approximately 9% of total accounts

                                        9
<PAGE>
receivable.  At  March  28,  1998,  accounts  payable  denominated  in yen  were
approximately  $1.6 million,  or 21% of total accounts  payable.  The Company is
generally  paid  by  its  customers  for  its  yen   denominated   sales  within
approximately 15 to 30 days of the date of sale.

     Net  sales  of  thin  film  coating   equipment   are   recognized  on  the
percentage-of-completion  method,  measured by the percentage of the total costs
incurred  and  applied to date in relation  to the  estimated  total costs to be
incurred  for each  contract.  The lead time for the sale of thin  film  coating
equipment  is generally  six to twelve  months.  The Company  expects to achieve
higher gross profit margins for coating  equipment sales compared to the sale of
thin film coated glass. To date, the Company has priced its coating equipment in
U.S. dollars.

     Sales  during  the  third  quarter  of fiscal  1998 were not  significantly
affected by economic  conditions  in Southeast  Asia;  however,  certain  plasma
display manufacturers in Japan and Korea have announced plans to delay, by up to
a year,  commercialization  of plasma  displays  which may impact their  capital
equipment purchases and sale of equipment by the Company.  The Company continues
to monitor  and  evaluate  such  conditions  and their  potential  impact on the
Company's business  including,  but not limited to, any future impact on capital
equipment  expenditures by Asian customers and resulting impact on the Company's
thin film coating equipment sales.

     Third quarter results  reflected  continued  strong demand and sales within
the Company's core thin film coated glass business.  In addition,  sales of thin
film  coating  equipment  recognized  during the third  quarter  of fiscal  1998
increased  substantially  over the comparable  quarter of fiscal 1997.  Sales of
thin film coated glass were derived  primarily from demand by LCD  manufacturers
for low  information  content  displays  used  in  applications  such as  games,
watches,  calculators,  cell phones etc. The Company believes the demand for its
thin film coated glass  products is driven by the worldwide  demand for products
utilizing flat panel  displays.  The end products  utilizing flat panel displays
continue to  proliferate.  Short-term  demand can  fluctuate,  however,  and the
Company is closely  monitoring  market  conditions for their potential impact on
demand for sales of the Company's  thin film coated glass.  Recognition of sales
of  thin  film  coating  equipment  included  sales  to LCD  and  electrochromic
manufacturers.  Coating  equipment  backlog  at the end of the third  quarter of
fiscal 1998 was $4.3 million  compared to $9.4 million for the second quarter of
fiscal 1998.

     The  Company  has  initiated  operation  of a new thin  film  coated  glass
production coating line at its new facility in Longmont (Weld County), Colorado.
The  implementation of STN glass production is expected to continue for the next
several quarters.  In addition,  the Company is in the process of relocating its
remaining production  operations from its existing Boulder facilities to the new
facility  in  Longmont.  As  previously  disclosed,  the  Company  expects  this
relocation  will  negatively  impact thin film coated glass sales and  operating
results of the  Company.  The  relocation  is  expected to be  completed  during
calendar 1998.


                                       10
<PAGE>
RESULTS OF OPERATIONS

Three Months Ended March 28, 1998 Compared with Three Months Ended March 29, 
1997

     Net Sales.  Net sales increased 54.1% to $15.3 million in the third quarter
of fiscal  1998 from $9.9  million  in the third  quarter of fiscal  1997.  This
increase  reflected a strong market demand for thin film coated glass and growth
in the Company's thin film equipment business.  Thin film coated glass net sales
increased by 21.5% from the third quarter of fiscal 1997 to the third quarter of
fiscal 1998.  Thin film  equipment net sales  increased by $3.6 million from the
third quarter of fiscal 1997 to the third quarter of fiscal 1998.

     Gross Profit.  Gross profit  increased to $3.0 million in the third quarter
of fiscal  1998 from $2.2  million  in the third  quarter of fiscal  1997.  As a
percentage of net sales, gross profit decreased to 19.3% in the third quarter of
fiscal  1998 from 21.8% in the third  quarter of fiscal  1997.  Thin film coated
glass  profit  margins  were  reduced due to start up costs of the new thin film
production coating line including additional labor,  material and training costs
as well as costs associated with operating multiple production  facilities.  The
Company  expects gross profit  margins to be  negatively  impacted over the next
several quarters as the Company continues to relocate its production facilities.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased  to $1.3  million in the third  quarter of fiscal  1998 from
$923,000 in the third quarter of fiscal 1997 due primarily to additional  salary
and sales commission expenses.  As a percentage of net sales,  selling,  general
and administrative costs were 8.7% for the third quarter of fiscal 1998 compared
to 9.3% for the third quarter of fiscal 1997.

     Research and Development.  Research and development  expenses  increased to
$324,000 in the third  quarter of fiscal 1998 from $181,000 in the third quarter
of fiscal 1997. The increase was primarily  attributable to additional  staffing
and related expenses focused on advanced development  projects.  As a percentage
of net sales,  research and development  expenses  increased slightly to 2.1% in
the third  quarter of fiscal 1998 from 1.8% in the third quarter of fiscal 1997.
The Company expects research and development expenditures for the current fiscal
year to exceed the prior year's expenditures.

     Interest Income  (Expense).  Net interest expense  decreased to $103,000 in
the third  quarter of fiscal 1998 from  $191,000 in the third  quarter of fiscal
1997.  Total  borrowings were $6.1 million as of March 28, 1998 compared to $6.0
million on March 29, 1997. Average debt levels were less in the third quarter of
fiscal 1998 versus the same period of fiscal 1997. In addition,  the Company did
not incur the Donnelly  debt  guarantee  fee during the third  quarter of fiscal
1998, which it had incurred during the same period in fiscal 1997.

     Other  Income  (Expense).  Other  income  increased by $76,000 in the third
quarter of fiscal 1998 over the third  quarter of fiscal 1997,  due primarily to
gains on foreign currency exchange.

     Income Tax  Provision.  The Company's  income tax provision was $435,000 in
the third  quarter of fiscal 1998  compared to $240,000 in the third  quarter of
fiscal 1997. The effective tax rate for 1998 is expected to be approximately 34%
versus 27% for fiscal 1997. The Company benefited in fiscal 1997 from the use of
net operating loss  carryforwards.  These benefits were not available for fiscal
1998.


                                       11
<PAGE>
Nine Months Ended March 28, 1998 Compared with Nine Months Ended March 29, 1997

     Net Sales.  Net sales  increased  65.4% to $39.7  million in the first nine
months of fiscal  1998 from $24.0  million  in the first  nine  months of fiscal
1997.  This  reflected  both strong market demand for thin film coated glass and
growth in the Company's thin film equipment business. Thin film coated glass net
sales  increased by 34.0% from the first nine months of fiscal 1997 to the first
nine months of fiscal  1998.  Thin film  equipment  net sales  increased by $8.3
million  from the first nine  months of fiscal  1997 to the first nine months of
fiscal 1998.  Sales of thin film coating  equipment  commenced  during the first
quarter of fiscal 1997.

     Gross  Profit.  Gross  profit  increased  to $8.0 million in the first nine
months of fiscal 1998 from $4.4 million in the first nine months of fiscal 1997.
As a percentage of net sales,  gross profit increased to 20.1% in the first nine
months of fiscal 1998 from 18.4% in the first nine months of fiscal  1997.  This
improvement  was due to higher  gross  profit  margins for the thin film coating
equipment  business,  offset  partially by reduced gross profit  margins on thin
film coated  glass.  Thin film coated glass  profit  margins were reduced due to
start up costs of the new thin film production coating line including additional
labor,  material and training costs as well as costs  associated  with operating
multiple production  facilities.  The Company expects gross profit margins to be
negatively  impacted over the next several quarters as the Company  continues to
relocate its production facilities.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased to $3.4 million in the first nine months of fiscal 1998 from
$2.1 million in the first nine months of fiscal 1997 due primarily to additional
salaries,  sales commissions,  recruiting and other expenses. As a percentage of
sales,  selling,  general and administrative  costs were 8.6% for the first nine
months of fiscal 1998 compared to 8.8% for the comparable period of fiscal 1997.

     Research and Development.  Research and development  expenses  increased to
$941,000 in the first nine months of fiscal 1998 from $489,000 in the first nine
months of fiscal  1997.  The increase was  primarily  attributable  to increased
staffing and related expenses  focused on advanced  development  projects.  As a
percentage of net sales, research and development expenses increased slightly to
2.4% in the first nine  months of fiscal 1998 from 2.0% in the first nine months
of fiscal 1997. The Company expects  research and development  expenditures  for
the current fiscal year to continue to exceed the prior year's expenditures.

     Interest Income  (Expense).  Net interest expense  decreased to $360,000 in
the first nine months of fiscal  1998 from  $642,000 in the first nine months of
fiscal 1997. Total borrowings were $6.1 million as of March 28, 1998 compared to
$6.0 million on March 29, 1997. Average debt levels for the first nine months of
fiscal  1998 were less than  average  borrowings  for the  comparable  period of
fiscal 1997.

     Other Income (Expense). Other income increased by $86,000 in the first nine
months of fiscal  1998  compared  to the first  nine  months of fiscal  1997 due
primarily to gains on foreign currency exchange.

     Income Tax Provision.  The Company's  income tax provision was $1.1 million
for the first nine months of fiscal 1998 compared to $337,000 for the first nine
months  of  fiscal  1997.  The  effective  tax rate for 1998 is  expected  to be
approximately  34% versus 27% for fiscal  year 1997.  The Company  benefited  in
fiscal 1997 from the use of net operating  loss  carryforwards.  These  benefits
were not available for fiscal 1998.


                                       12
<PAGE>
Liquidity and Capital Resources

     The Company has primarily  funded its  operations  with cash generated from
operations and with  borrowings.  Cash provided by operating  activities for the
first nine months of fiscal 1998 were ($15,000) compared to $4.1 million for the
corresponding  period in fiscal 1997 due primarily to increases in inventory and
accounts  receivable  offset  partially  by increases  in accounts  payable.  In
November and December,  1997, the Company  received net proceeds of $5.2 million
in connection  with its initial public  offering.  The proceeds were used to pay
down long-term debt and for working  capital.  As of March 28, 1998, the Company
had cash and cash equivalents of  approximately  $332,000 and working capital of
$8.7 million.  As of March 28, 1998, accounts receivable were approximately $9.2
million.

     The Company has an $11.5 million  credit  facility  with a commercial  bank
which expires June 30, 2000 which  originally  included a $3.0 million term loan
and an $8.5  million line of credit.  On March 27, 1998 the credit  facility was
amended  to  convert  the term  loan and  increase  the line of  credit to $11.5
million.  As of March 28,  1998,  the Company  had  approximately  $5.8  million
outstanding on its credit facility.

     Capital  expenditures  for the nine  months  ended March 28, 1998 were $4.5
million,  compared to $351,000  for the nine months  ended March 29,  1997.  The
Company has begun operation of its new thin film production  coating line and is
continuing to prepare its new facility to accommodate the move of the operations
from Boulder to Longmont,  Colorado.  Capital  expenditures for the current year
are now  expected  to be  approximately  $5 million.  The  Company is  currently
negotiating the sale of its existing production facility in Boulder.

     The Company  believes that its working  capital and capital  resource needs
will  continue  to be met  primarily  by  operations,  and  supplemented  by the
existing credit facility.

Recent Financial Accounting Standards Board Statement

     The Financial  Accounting  Standards  Board  recently  issued  Statement of
Financial Accounting Standards 128 ("SFAS 128"),  "Earnings Per Share." SFAS 128
is effective for fiscal years ending after December 15, 1997;  early adoption is
not  permitted.  SFAS 128 replaces  primary and fully diluted EPS with basic and
diluted earnings per share, respectively.  Under SFAS 128, net income (loss) per
share for the periods presented would be as follows:
<TABLE>
                               Three Months Ended                                    Nine Months Ended
                           March 29,                March 28,                  March 29,                March 28,
                             1997                     1998                       1997                      1998
                          -----------              -----------                ----------                -------
<S>                       <C>                      <C>                        <C>                       <C>
Basic                     $0.23                    $0.24                      $0.32                     $0.72
Diluted                    0.23                     0.23                       0.32                      0.68
</TABLE>


                                       13
<PAGE>
                                     PART II
                                OTHER INFORMATION



ITEM 6 - Exhibits and Reports on Form 8-K

       a.       Exhibits

                Exhibit No.          Description

                27                   Financial Data Schedule (EDGAR filing only)





                                       14
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.




                                           APPLIED FILMS CORPORATION



                                           /s/ Thomas T. Edman
Date: 5/12/98                              Thomas T. Edman
                                           President and Chief Executive Officer


                                           /s/ Thomas D. Schmidt
Date: 5/12/98                              Thomas D. Schmidt
                                           Chief Financial Officer










                                       15

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited consolidated financial statements and is qualified in its entirety
reference to such form 10-Q quarterly report.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              JUN-27-1998
<PERIOD-START>                                 JUN-29-1997
<PERIOD-END>                                   MAR-28-1998
<CASH>                                            332,000
<SECURITIES>                                            0
<RECEIVABLES>                                   9,209,000
<ALLOWANCES>                                            0
<INVENTORY>                                    10,251,000
<CURRENT-ASSETS>                               21,232,000
<PP&E>                                         21,805,000
<DEPRECIATION>                                 10,725,000
<TOTAL-ASSETS>                                 32,562,000
<CURRENT-LIABILITIES>                          12,506,000
<BONDS>                                         5,073,000
                                   0
                                             0
<COMMON>                                        9,450,000
<OTHER-SE>                                      4,763,000
<TOTAL-LIABILITY-AND-EQUITY>                   32,562,000
<SALES>                                        39,736,000
<TOTAL-REVENUES>                               39,736,000
<CGS>                                          31,745,000
<TOTAL-COSTS>                                  31,745,000
<OTHER-EXPENSES>                                4,234,000
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                360,000
<INCOME-PRETAX>                                 3,397,000
<INCOME-TAX>                                    1,148,000
<INCOME-CONTINUING>                             2,249,000
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                    2,249,000
<EPS-PRIMARY>                                        0.68
<EPS-DILUTED>                                        0.68
        


</TABLE>


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