PLASMA THERM INC
10-Q, 1997-09-11
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>   1

                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

 For the quarterly period ended August 31, 1997

                                   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 0-12353

                                PLASMA-THERM, INC.                  
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Florida                                   04-2554632 
- ---------------------------------------------         -----------------
(State or other jurisdiction of incorporation         (I.R.S. Employer 
            or organization)                         Identification No.)
                        

            10050 16th Street North, St. Petersburg, Florida 33716
   --------------------------------------------------------------------------
             (Address of principal executive offices and zip code)

                                (813) 577-4999
   --------------------------------------------------------------------------
               Registrant's telephone number, including area code

   --------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                    report)

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
                                              -----           -----

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes       No 
                          -----     -----

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                     Common Stock, par value $.01 per share
                       Outstanding at September 10, 1997:
                                   11,100,061                    
                       ---------------------------------

                             Page 1 OF 16 Pages

<PAGE>   2


                                     INDEX



<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                  NUMBER
                                                                                                                  ------
<S>                                                                                                               <C>
PART 1.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Balance Sheets - August 31, 1997 and
  November 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3

Statements of Income - Three Months and Nine Months Ended
  August 31, 1997 and August 31, 1996   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

Statements of Cash Flows - Nine Months Ended
  August 31, 1997 and August 31, 1996   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8


Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations .  . . . . . . . . . . . .  . . . . . . . . . . . . . . .  11


PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
                                                                                                                    
</TABLE>





                                      -2-
<PAGE>   3
                      PLASMA-THERM, INC. AND SUBSIDIARY
 
                         CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
 
 
                                                AUGUST 31,            NOVEMBER 30,
                ASSETS                            1997                  1996
                                               ------------           -----------
                                               (UNAUDITED)
<S>                                             <C>                    <C>
Current assets
    Cash and cash equivalents                  $  7,485,960          $  5,266,279
    Accounts receivable                          12,698,691             8,046,130
    Prepaid income taxes                            234,906                94,233
    Inventories                                   9,769,489             7,958,620
    Prepaid expenses and other                      291,174               232,650
    Deferred tax asset                              313,489               388,313
                                               ------------          ------------
       Total current assets                      30,793,709            21,986,225
                                               ------------          ------------
 Property, plant and equipment
    Building                                      4,444,649             4,394,649
    Machinery and equipment                       6,939,275             6,026,387
    Leasehold improvements                          148,055               142,915
                                               ------------          ------------

                                                 11,531,979            10,563,951
    Less accumulated depreciation and
       amortization                               3,000,086             2,155,143
                                               ------------          ------------ 
                                                  8,531,893             8,408,808
    Land                                            786,017               786,017
                                               ------------          ------------ 
                                                  9,317,910             9,194,825
                                               ------------          ------------ 
Other assets                                        255,083               294,126
                                               ------------          ------------
                                               $ 40,366,702          $ 31,475,176
                                               ============          ============

</TABLE>

 
 
 
 
       See accompanying notes to these consolidated financial statements.

 
                                     -3-

<PAGE>   4

                      PLASMA-THERM, INC. AND SUBSIDIARY
 
                         CONSOLIDATED BALANCE SHEETS
 

<TABLE>
<CAPTION>
 
                                                 AUGUST 31,           NOVEMBER 30,
             LIABILITIES                            1997                  1996
                                              ------------          ------------- 
<S>                                            <C>                   <C>
Current liabilities
    Short-term borrowings                      $  3,000,000          $  1,000,000
    Current portion of notes payable                628,150               443,946
    Current maturities of obligations under
       capital leases                                87,417                80,955
    Accounts payable                              3,584,384             2,223,826
    Accrued payroll and related                     818,996               676,674
    Accrued expenses                                507,710               414,094
    Accrued warranty reserve                        655,000               610,000
    Customer deposits                               150,000               218,000
                                               ------------          ------------
       Total current liabilities                  9,431,657             5,667,495
                                               ------------          ------------
 Long-term obligations
    Notes payable                                 3,763,096             3,431,475
    Obligations under capital leases                 91,099               157,519
                                               ------------          ------------
                                                  3,854,195             3,588,994
                                               ------------          ------------
 
         SHAREHOLDERS' EQUITY
 
Shareholders' equity
    Common stock
      $.01 par value
      Authorized - 25,000,000 shares
      Issued and outstanding - 11,100,061
      shares - 1997 and 10,396,061 shares -
      1996                                          111,002               103,962
    Additional paid-in capital                   16,513,381            14,897,446
    Retained earnings                            10,456,467             7,217,279
                                               ------------          ------------ 
                                                 27,080,850            22,218,687
                                               ------------          ------------ 
                                               $ 40,366,702          $ 31,475,176
                                               ============          ============
</TABLE>
 
 
 
 
       See accompanying notes to these consolidated financial statements.
 

                                      -4-

<PAGE>   5

                      PLASMA-THERM, INC. AND SUBSIDIARY
 
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (UNAUDITED)


<TABLE>
<CAPTION> 
                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                            AUGUST 31,                   AUGUST 31,
                                    -------------------------    ------------------------- 
                                        1997          1996           1997          1996
                                    -----------    ----------    -----------   ----------- 
<S>                                 <C>            <C>           <C>           <C> 
Net sales                           $12,423,261    $9,622,781    $32,145,375   $27,404,581
                                    -----------    ----------    -----------   ----------- 
Costs and expenses
    Cost of products sold             7,255,530     5,732,189     18,795,244    16,857,224
    Research and development          1,020,622       744,113      2,716,257     2,079,689
    Selling and administrative        2,023,988     1,769,385      5,274,694     4,559,038
    Interest expense                    141,890       113,312        326,627       221,462
    Interest and capital gain income    (85,826)      (66,490)      (268,049)     (201,694)
    Other expense, net                   (1,928)       (9,909)        27,122        14,450
                                    -----------    ----------    -----------   -----------
                                     10,354,276     8,282,600     26,871,895    23,530,169
                                    -----------    ----------    -----------   ----------- 
 
Income before income taxes            2,068,985     1,340,181      5,273,480     3,874,412
 
Income taxes                            826,933       490,368      2,034,292     1,486,174
                                    -----------    ----------    -----------   ----------- 
Net income                          $ 1,242,052    $  849,813    $ 3,239,188   $ 2,388,238
                                    ===========    ==========    ===========   ===========
Income per share
  (primary and fully diluted)       $      0.11    $     0.08    $      0.29   $      0.22
                                    ===========    ==========    ===========   ===========

</TABLE>
 
      See accompanying notes to these consolidated financial statements.
 
                                     -5-
 
 
 
<PAGE>   6
  
                      PLASMA-THERM, INC. AND SUBSIDIARY
 
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)


<TABLE>
<CAPTION>
 
                                                     NINE MONTHS ENDED AUGUST 31,
                                                    -------------------------------
                                                         1997            1996
                                                   -------------      -------------   
<S>                                                   <C>               <C>
Cash flows from operating activities
    Net income                                        $3,239,188         $2,388,238
    Adjustments to reconcile net income to net
     cash provided by operating activities
        Depreciation and amortization                  1,314,768            554,156
        Loss on disposal of assets                        37,185             16,066
        Deferred taxes                                    74,824            366,105
        Compensation - stock options                       7,311             31,032
        Changes in assets and liabilities
         (Increase) decrease in accounts receivable   (4,652,561)         1,253,133
         (Increase) decrease in income tax deposits      188,786            (24,516)
            (inclusive of tax benefits derived from
             exercise of options/warrants)
          Increase in inventories                     (1,810,869)        (1,923,353)
          Increase in prepaid expenses and other         (58,524)          (584,911)
          Increase (decrease) in accounts payable      1,360,558         (1,025,367)
          Increase in accrued payroll and related        142,322              8,927
          Increase (decrease) in accrued expenses         93,616           (148,368)
          Increase in accrued warranty reserve            45,000                  -
          Increase in income taxes payable                     -              1,808
          Decrease in customer deposits                  (68,000)                 -
                                                     -----------         ----------
                    Net cash provided by (used in)
                       operating activities              (86,396)           912,950
                                                     -----------         ---------- 
Cash flows from investing activities
    Capital expenditures                              (1,430,038)        (3,573,030)
    Payments received on note receivable                       -             45,000
    Proceeds from sale of assets                               -             10,116
    Other                                                 (5,957)            (8,200)
                                                     -----------         ---------- 
                    Net cash used in investing 
                       activities                     (1,435,995)        (3,526,114)
                                                     -----------         ----------

</TABLE>
 
 
 
 
 
 
      See accompanying notes to these consolidated financial statements.
 
                                     -6-

<PAGE>   7

                      PLASMA-THERM, INC. AND SUBSIDIARY
 
              CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                       NINE MONTHS ENDED AUGUST 31,
                                                       ----------------------------- 
                                                            1997              1996
                                                       -----------       ----------- 
<S>                                                    <C>                <C>
Cash flows from financing activities
    Proceeds from issuance of notes payable            1,000,000          3,118,900
    Principal payments on notes payable                 (484,175)          (342,836)
    Principal payments under capital lease obligations   (59,958)           (54,074)
    Net issuances under line of credit agreements      2,000,000                  -
    Proceeds from exercise of stock options 
      and warrants                                     1,286,205            163,670
                                                     -----------        -----------
                     Net cash provided by
                        financing activities           3,742,072          2,885,660
                                                      -----------       -----------

                    Net increase in cash and
                        cash equivalents               2,219,681            272,496
                                                     -----------        -----------
Cash and cash equivalents, beginning of period         5,266,279          5,058,718
                                                     -----------        ----------- 
Cash and cash equivalents, end of period             $ 7,485,960        $ 5,331,214
                                                     ===========        ===========

</TABLE>
 
 
      See accompanying notes to these consolidated financial statements.
 
                                     -7-
<PAGE>   8

                       PLASMA-THERM, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     AUGUST 31, 1997 AND NOVEMBER 30, 1996
                                  (UNAUDITED)



NOTE 1   BASIS OF PRESENTATION

         In the opinion of management, the accompanying unaudited consolidated
         financial statements contain all adjustments (consisting of
         only normal recurring adjustments) necessary to present fairly the
         financial position as of August 31, 1997 and November 30, 1996 and the
         results of operations and cash flows for the nine months ended August
         31, 1997 and 1996.

         The results of operations for the nine months ended August 31, 1997 and
         1996 are not necessarily indicative of results for the full year.

         The November 30, 1996 balance sheet amounts and disclosures included
         herein have been derived from the November 30, 1996 audited
         financial statements of the Registrant.  While the Company believes
         that the disclosures presented are adequate to make the information not
         misleading, it is suggested that these consolidated financial
         statements be read in conjunction with the consolidated financial
         statements and the notes included in the Company's latest annual report
         on Form 10-K.

NOTE 2   PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of
         Plasma-Therm, Inc. and its wholly-owned subsidiary, Magnetran Inc. 
         All significant intercompany transactions and balances have been
         eliminated.

NOTE 3   INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>
                                                             August 31,                  November 30,
                                                           -------------                -------------
                                                               1997                          1996
                                                           -------------                -------------
         <S>                                              <C>                            <C>
         Raw materials                                     $  6,897,398                  $ 6,085,531
         Work-in-process                                      2,292,337                    1,835,722
         Finished goods                                         579,754                       37,367
                                                          -------------                  -----------
                                                          $   9,769,489                  $ 7,958,620
                                                          =============                  ===========
</TABLE>


                                     -8-

<PAGE>   9

NOTE 4   INCOME PER SHARE

         Earnings per share is computed based on the weighted average number
         of shares of common stock adjusted for the conversion of dilutive
         common stock equivalents.  The primary and fully diluted income per
         share are the same for all periods presented.  The following is the
         weighted average outstanding share information.


<TABLE>
<CAPTION>
                                                        Three Months Ended August 31,
                                                 --------------------------------------------
                                                      1997                         1996      
                                                 ---------------              ---------------
         <S>                                        <C>                         <C>
         Primary                                    11,155,358                  10,828,856
         Fully Diluted                              11,325,636                  10,850,732
         
</TABLE>


<TABLE>
<CAPTION>
                                                         Nine Months Ended August 31,
                                                 ---------------------------------------------
                                                       1997                         1996      
                                                 ---------------              ---------------
         <S>                                        <C>                         <C>
         Primary                                    11,338,561                  10,724,165
         Fully Diluted                              11,418,420                  10,832,280
         
</TABLE>

NOTE 5   SHORT-TERM AND LONG-TERM BORROWINGS

         In April, 1997 the Company increased its existing line of credit with
         its bank from $3,000,000 to $7,000,000.  The term of the line of
         credit agreement is through April, 1998.  Interest is payable monthly
         at the one month LIBOR rate plus 2% (7.69% at August 31, 1997).  The
         line is collateralized by accounts receivable.

         In April, 1997 the Company executed a $1,000,000 term loan with its
         bank.  The loan is payable in monthly installments of $27,778 plus
         interest at the one month LIBOR rate plus 2.25% (7.94% at August 31,
         1997) through April 2000.  The note is secured by various research and
         development equipment.

         The line of credit and term loan are cross-collateralized, and the
         bank has a security interest in the proceeds for the collection of
         accounts receivable and the Company's depository accounts.  The
         agreements include financial covenants relating to the Company's
         operating performance and financial condition.  In addition, a
         negative pledge agreement was executed which does not permit the
         Company to hold a lien or encumbrance on its inventory.



                                     -9-
<PAGE>   10


NOTE 6   1995 STOCK INCENTIVE PLAN

         In May 1997 the Company's shareholders approved amendments to its 1995
         Stock Incentive Plan, increasing the available shares of Common Stock
         for issuance under the plan by 1,500,000 shares; increasing the
         maximum number of shares or Common Stock for which options may be
         granted under the plan during any fiscal year to each optionee to
         500,000 shares; and permitting members of the stock option committee
         to receive discretionary, as well as formula, option grants and awards
         under the plan.

NOTE 7   NEW ACCOUNTING PRONOUNCEMENT

         The FASB has issued Statement of Financial Accounting Standards No.
         128, Earnings Per Share, which is effective for financial statements
         issued after December 15, 1997.  Early adoption of the new standard is
         not permitted.  The new standard eliminates primary and fully diluted
         earnings per share and requires presentation of basic and diluted
         earnings per share together with disclosure of how the per share
         amounts were computed.  The adoption of this new standard is not
         expected to have a material impact on the disclosure of earnings per
         share in the financial statements.



                                     -10-
<PAGE>   11




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

        Net sales of $12,423,261 for the third quarter of 1997 increased by 29%
from net sales of $9,622,781 for the third quarter of 1996.  For the first nine
months of 1997, the Company reported net sales of $32,145,375, which was 17%
higher than net sales of $27,404,581 for the first nine months of 1996.  The
increase in net sales for both the third quarter and first nine months was
attributable to higher product demand and sales of the Company's newest
products, the Versalock(R) 700 Series and the Shuttlelock(R) ICP Series.  Sales
of the Versalock(R) 700 Series began in the fourth quarter of 1995 while sales
of the Shuttlelock(R) ICP Series began in fiscal 1996.  Total sales related to
these products in the third quarter of 1997 and 1996 were $8,456,025 (68% of net
sales) and $5,473,875 (57% of net sales), respectively.  Total sales related to
these products in the first nine months of 1997 and 1996 were $19,569,959 (61%
of net sales) and $12,849,197 (47% of net sales), respectively.

        Cost of products sold of $7,255,530 for the third quarter of 1997 was
58% of net sales, compared to $5,732,189 for the third quarter of 1996 which was
60% of net sales. Cost of products sold of $18,795,244 for the first nine months
of 1997 was 58% of net sales, compared to $16,857,224 for the first nine months
of 1996 which was 62% of net sales.  The decrease in cost of products sold as a
percentage of net sales for the third quarter and first nine months of 1997 was
due to increased sales of the new product lines described in the previous
paragraph which have higher margins than the Company's other product lines.

        Research and development expense for the third quarter of 1997 and 1996
was $1,020,622 and $744,113, respectively, which was 8.2% and 7.7% of net sales,
respectively.  Research and development expense for the first nine months of
1997 and 1996 was $2,716,257 and $2,079,689, respectively, which was 8.4% and
7.6% of net sales, respectively.  In 1997 several research and development
programs have been implemented to enhance development efforts in the Company's
target markets.  In addition, as new products and technology continue to be
introduced, total dollars expended on research and development are expected to
increase.

        Selling and administrative expense was $2,023,988 for the third quarter
of 1997, up from $1,769,385 for the third quarter of 1996 which was 16.3% and
18.4% of net sales, respectively.  Selling and administrative expense for the
first nine months of 1997 was $5,274,694, up from $4,559,038 for the first nine
months of 1996 which was 16.4% and 16.6% of net sales, respectively.  The total
dollar increase in selling and administrative expense for the third quarter and
first nine months of 1997 relate primarily to the marketing initiatives which
began in the second quarter of 1997 and have resulted in higher expenditures
associated with payroll, travel, conventions, and advertising.  As a percentage
of net sales, total expenditures



                                     -11-
<PAGE>   12

have decreased for the quarter and first nine months of 1997 over 1996.  This is
the result of certain overhead expenditures increasing at a lower rate than the
increase in sales.

        Income before income taxes for the third quarter of 1997 was $2,068,985,
an increase of $728,804 from $1,340,181 earned the third quarter of 1996.  Net
income per share was $.11 for the third quarter of 1997, an increase of $.03
from $.08 for the third quarter of 1996. Income before income taxes for the
first nine months of 1997 was $5,273,480, an increase of $1,399,068 from
$3,874,412 earned the first nine months of 1996.  Net income per share was $.29
for the first nine months of 1997, an increase of $.07 from $.22 for the first
nine months of 1996.  The primary reasons for the increase for both the third
quarter and first nine months of 1997 relate to increased net sales with higher
margins as described in the previous paragraphs.

FINANCIAL POSITION, LIQUIDITY AND CAPITAL REQUIREMENTS

        Working capital at August 31, 1997 was $21,362,052 which is an increase
of $5,043,322 over $16,318,730 at November 30, 1996.  Working capital in 1997
benefited from, among other things, funds provided by the Company's increased
earnings from its operations in the first nine months of 1997.  See the
following discussion of material changes in assets and liabilities from November
30, 1996 to August 31, 1997 which further supplements this commentary on working
capital.

        Net cash used in operating activities in the first nine months of 1997
was ($86,396). The net use of cash of ($86,396) consisted of various components,
including net income in the first nine months of 1997 of $3,239,188 which is a
source of cash, increased by depreciation and amortization (which are noncash
expenses) totaling $1,314,768, an increase in accounts receivable of
($4,652,561) which is a use of cash, an increase in inventories of ($1,810,869)
which is a use of cash, and an increase in accounts payable of $1,360,558 which
is a source of cash.  The 58% increase in accounts receivable was primarily
related to the timing of sales and related payments, in addition to increased
revenue over the prior year discussed in a previous paragraph.  The 23% increase
in inventories was primarily due to an increase in purchases to meet increased
shipment schedules for the remaining quarter of 1997 and first quarter of 1998. 
The Company's backlog at August 31, 1997 was approximately $19,000,000 million,
which is a 58% increase over the backlog at November 30, 1996 of approximately
$12,000,000; therefore, a further increase in inventory is expected.  The 61%
increase in accounts payable related primarily to an increase in inventory
purchases described in the previous sentence.

        Net cash used in investing activities for the first nine months of 1997
was $1,435,995.  The Company incurred $1,430,038 in capital expenditures, of
which approximately $1,248,000 was for the construction and purchase of various
lab equipment to be used in research and development.  The remaining
expenditures of approximately $182,000 relate primarily to the purchase of
various production and computer equipment.

        Net cash provided by financing activities for the first nine months of
1997 was $3,742,072.  Cash used for financing activities included the principal
repayment of $544,133 of notes payable and capital lease obligations.  Cash
provided by financing activities included a 




                                     -12-

<PAGE>   13

$1,000,000 term loan to be used to purchase research and development equipment
(See Note 4 to the Consolidated Financial Statements) and net receipts on the
line of credit of $2,000,000. Additionally, the Company received $1,286,205 from
the exercise of stock options and warrants.

        The Company has extensive ongoing capital requirements for research and
development, the repayment of debt, capital equipment and inventory.  The
Company believes that its current cash reserves, together with the funds
available under its line of credit, should be sufficient to meet its capital
requirements for the immediate future.

          
FORWARD LOOKING INFORMATION

        From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, inventory, research and
development activities and expenditures and similar matters.  The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements.  In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements. 
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include, but are not limited
to, the following:

        The Company sells relatively expensive capital equipment, and, in any
given quarter or financial period, any one customer or any individual shipment
may represent a significant portion of revenue in that period.  Therefore, a
delay or cancellation of that shipment could cause the Company to experience a
revenue or earnings shortfall for a given financial period.

        The Company relies on distributors' and representatives, which
complement its direct sales and service staff, to sell and service its products
in various geographic locations. Should these sales and service channels be
rendered ineffective, it could materially impact the Company's business.  Some
of the Company's competitors have more extensive direct sales and service
locations in the Company's distributor's and representatives' channels, which
could provide these competitors with a competitive advantage in certain
geographic areas.

        The Company depends heavily on the success and growth of the high
technology marketplace.  In particular, a slowdown in personal computer
consumption could cause a slowdown of disk drive production, resulting in lower
output of thin film heads, which could materially effect the Company's business.

        The Company also relies on the health of the general semiconductor
equipment marketplace. A slowdown in semiconductor capital equipment purchases
could also affect the Company's business from time to time.



                                     -13-

<PAGE>   14





                          PART II.  OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


      (a)     Exhibits.


                10.46     License Agreement Amendment dated August 2, 1997 
                          between the Registrant and Robert Bosch GmbH

                27        Financial Data Schedule (for SEC use only)


      (b)     Reports on Form 8-K.

              No reports on Form 8-K were filed during the third quarter of 
fiscal 1997.




                                     -14-
<PAGE>   15


                                   SIGNATURES



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.


                                     PLASMA-THERM, INC.





Date:  September 10, 1997            By: /s/ STACY WAGNER
                                        ------------------------------------  
                                     Stacy Wagner 
                                     V.P. of Finance and Administration, 
                                     Controller



Date:  September 10, 1997            By: /s/ RONALD S. DEFERRARI
                                        ------------------------------------
                                     Ronald S. Deferrari
                                     President, Chief Operating Officer



                                     -15-
<PAGE>   16




                                 EXHIBIT INDEX


EXHIBIT                                                         METHOD OF FILING


 10.46           License Agreement Amendment dated August 2, 1997 
                 between the Registrant and Robert Bosch GmbH            *

 27.             Financial Data Schedule (for SEC use only)              *






* Filed electronically herewith.


                                     -16-

<PAGE>   1
                                                                  EXHIBIT 10.46

FIRST AMENDMENT TO LICENSE AGREEMENT

between

Robert Bosch GmbH
P. O. Box 10 60 50
70049 Stuttgart
Federal Republic of Germany
- - hereinafter called "Licensor" -

and

Plasma-Therm, Inc.
10050 16th St. North
St. Petersburg, FL 33716
United States of America
- - hereinafter called "Licensee" -


WHEREAS, Licensee wishes to amend the original License Agreement between
Licensor and Licensee effective June 16, 1996, and

WHEREAS Licensor agrees to this request;

NOW, it is hereby agreed that Section 9, SECRECY/COPYRIGHT, shall be amended as 
follows:

"9.2a Notwithstanding 9.1 and 9.2 Licensee shall ensure that its customers keep
      confidential all data, experiences, findings, etc., entrusted to such 
      customers at least four years from the effective date of the Licensee's 
      Confidential Non-Disclosure Agreement with its customer."


Stuttgart, A2.8. 1997                    St. Petersburg,

ROBERT BOSCH GMBH                        PLASMA-THERM, INC.

/s/  HAECKER AND HOLFELDER               /s/  RONALD S. DEFERRARI
- -------------------------------         ----------------------------------
     Haecker and Holfelder                    Ronald S. Deferrari, President

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 1997, AND CONSOLIDATED STATEMENTS
OF INCOME FOR THE PERIOD ENDED AUGUST 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          NOV-30-1997
<PERIOD-START>                             DEC-01-1996
<PERIOD-END>                               AUG-31-1997
<CASH>                                       7,485,960
<SECURITIES>                                         0
<RECEIVABLES>                               12,698,691
<ALLOWANCES>                                         0
<INVENTORY>                                  9,769,489
<CURRENT-ASSETS>                            30,793,709
<PP&E>                                      12,317,996
<DEPRECIATION>                               3,000,086
<TOTAL-ASSETS>                              40,366,702
<CURRENT-LIABILITIES>                        9,431,657
<BONDS>                                      4,569,762
                                0
                                          0
<COMMON>                                       111,002
<OTHER-SE>                                  26,969,848
<TOTAL-LIABILITY-AND-EQUITY>                40,366,702
<SALES>                                     32,145,375
<TOTAL-REVENUES>                            32,145,375
<CGS>                                       18,795,244
<TOTAL-COSTS>                               26,786,195
<OTHER-EXPENSES>                              (240,927)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             326,627
<INCOME-PRETAX>                              5,273,480
<INCOME-TAX>                                 2,034,292
<INCOME-CONTINUING>                          3,239,188
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 3,239,188
<EPS-PRIMARY>                                     0.29
<EPS-DILUTED>                                     0.29
        

</TABLE>


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