AMTECH SYSTEMS INC
10-Q, 1995-05-15
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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:                    Commission File number:
    March 31, 1995                                 0-11412
- - - - -----------------------                   -----------------------


                              AMTECH SYSTEMS, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)



           Arizona                              86-0411215
- - - - -------------------------------             ---------------------
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

131 South Clark Drive                       Tempe, Arizona  85281
- - - - --------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)

                                 (602) 967-5146
                           ------------------------
                        (Registrant's telephone number,
                              including area code)

                                      N/A
- - - - --------------------------------------------------------------------------------
                     Former name, former address and former
                   fiscal year, if changed since last report


     Indicate  by check mark  whether the  Registrant  (i) has filed all reports
required 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  (ii) has been  subject  to such  filing
requirements for the past 90 days.

                                    Yes   X   No
                                       -----     -----

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock as of the close of the period covered by this report.

                                2,154,101 Shares
                                ----------------

<PAGE>

                         PART I. FINANCIAL INFORMATION

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES
- - - - --------------------------------------------------------------------------------

                      CONSOLIDATED BALANCE SHEETS - ASSETS

- - - - --------------------------------------------------------------------------------


                                                     MARCH 31,    SEPTEMBER 30,
                                                       1995           1994
                                                  -------------   -------------
                                                  (UNAUDITED)
CURRENT ASSETS:
    Cash and cash equivalents                   $   1,924,185     $     736,984
    Short-term investments                          3,144,964           343,992
    Accounts receivable, less allowance
     for doubtful accounts of $55,000
     in 1995 and $45,000 in 1994                    1,565,262         1,541,945
    Inventories                                       580,056           331,935
    Deferred income taxes                             130,000           129,000
    Prepaid expenses and other                         50,524            12,875
                                                -------------     -------------


      Total current assets                          7,394,991         3,096,731
                                                -------------     -------------


PROPERTY AND EQUIPMENT,
  AT COST:
    Leasehold improvements                            126,778           124,956
    Machinery and equipment                           384,686           276,109
    Furniture and fixtures                            563,006           601,549
                                                -------------     -------------
                                                    1,074,470         1,002,614
                                                                      
    Less: accumulated
     depreciation and
     amortization                                    (445,808)         (485,426)
                                                -------------     -------------

      Property and equipment - net                    628,662           517,188
                                                -------------     -------------



PURCHASE PRICE IN EXCESS
  OF NET ASSETS ACQUIRED                               88,309            91,303
                                                -------------     -------------


OTHER ASSETS                                           84,787           269,700
                                                -------------     -------------

                                                $   8,196,749     $   3,974,922
                                                =============     =============


See accompanying Notes to Condensed Financial Statements.



<PAGE>

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

- - - - --------------------------------------------------------------------------------

                          CONSOLIDATED BALANCE SHEETS
                    LIABILITIES AND STOCKHOLDERS' INVESTMENT

- - - - --------------------------------------------------------------------------------

                                                     MARCH 31,     SEPTEMBER 30,
                                                       1995            1994
                                                   ------------    ------------
                                                   (UNAUDITED)
CURRENT LIABILITIES:
 Accounts payable                                  $   465,265      $   297,767
 Accrued liabilities:
   Compensation and related taxes                      387,186          250,844
   Warranty and installation expenses                   88,097          114,390
   Other                                               289,344          114,102
 Income taxes payable                                  128,000           75,000
                                                   -----------      -----------

    Total current
         liabilities                                 1,357,892          852,103
                                                   -----------      -----------




COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' INVESTMENT (Note 4):
 Preferred stock, no specified
          terms; 100,000,000 shares
  authorized; none issued                                 --               --
 Common stock, $.01 par value;
          100,000,000 shares authorized;
  2,154,101 shares outstanding at
  March 31, 1995 and 945,351 shares
  outstanding at September 30, 1994                     21,541            9,454
 Additional paid-in capital                          7,877,622        4,260,703
 Retained earnings (accumulated
          deficit)                                  (1,120,247)      (1,147,338)
 Equity adjustment from foreign
  currency translation                                  59,941             --
                                                   -----------      -----------

 Total stockholders'
  investment                                         6,838,857        3,122,819
                                                   -----------      -----------

                                                   $ 8,196,749      $ 3,974,922
                                                   ===========      ===========



See accompanying Notes to Condensed Financial Statements.



<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

- - - - --------------------------------------------------------------------------------

                     CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 1995 AND 1994

- - - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                   THREE MONTHS ENDED                 SIX MONTHS ENDED
                                        MARCH 31,                         MARCH 31,
                                    1995            1994           1995          1994
                                (Unaudited)      (Unaudited)     (Unaudited)  (Unaudited)
                                ----------------------------    ---------------------------
<S>                          <C>              <C>           <C>              <C>   
SEMICONDUCTOR EQUIPMENT:
Net product sales            $  2,325,006    $  1,106,124    $  3,437,344    $  2,178,178
Cost of product sales           1,549,881         668,235       2,366,199       1,291,907
                             ------------    ------------    ------------    ------------
  Gross margin                    775,125         437,889       1,071,145         886,271

Selling and general               465,043         254,847         815,254         504,353
Photo-CVD project (Note 2)           --           355,405            --           355,405
Other research &
 development                       34,757          12,421         134,396          21,585
                             ------------    ------------    ------------    ------------
Operating profit (loss)           275,325        (184,784)        121,495           4,928
                             ------------    ------------    ------------    ------------

TEMPORARY PERSONNEL:
Net revenues                      950,858       1,466,265       2,314,744       2,758,881
Cost of revenue                   854,625       1,368,286       2,042,491       2,510,831
                             ------------    ------------    ------------    ------------
  Gross margin                     96,233          97,979         272,253         248,050
Selling and general               107,223         101,070         231,211         192,950
                             ------------    ------------    ------------    ------------
Operating profit (loss)           (10,990)         (3,091)         41,042          55,100
                             ------------    ------------    ------------    ------------

CORPORATE EXPENSES                 93,452          76,958         181,207         149,171
                             ------------    ------------    ------------    ------------

INCOME (LOSS)
 FROM OPERATIONS                  170,883        (264,833)        (18,670)        (89,143)

Interest income                    64,220          13,078          77,761          28,880
                             ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE
 INCOME TAXES                     235,103        (251,755)         59,091         (60,263)

PROVISION FOR (BENEFIT
 FROM) INCOME TAXES                87,000         (84,000)         32,000          (8,000)
                             ------------    ------------    ------------    ------------

NET INCOME (LOSS)            $    148,103    $   (167,755)   $     27,091    $    (52,263)
                             ============    ============    ============    ============

INCOME (LOSS) PER SHARE:
 Primary                     $        .07    $       (.18)   $        .02    $       (.06)
 Fully diluted               $        .07    $       (.18)   $        .02    $       (.06)

WEIGHTED AVERAGE
 OUTSTANDING SHARES:
  Primary                       2,178,626         945,351       1,674,395         945,351
  Fully diluted                 2,182,054         945,351       1,677,479         945,351

See accompanying Notes to Condensed Financial Statements.

</TABLE>


<PAGE>

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

- - - - --------------------------------------------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994

- - - - --------------------------------------------------------------------------------


                                                      SIX MONTHS ENDED MARCH 31,
                                                           1995          1994
                                                      (Unaudited)   (Unaudited)
OPERATING ACTIVITIES
  Net income (loss)                                  $    27,091    $   (52,263)

 Adjustments to reconcile net income
  (loss) to net cash provided (used)
  by operating activities:                                
 Depreciation and amortization                           63,857         34,694
 Deferred tax benefit                                    (1,000)       (16,000)
 Write-downs of receivables and inventory                22,000         10,761
 Gain on sale of assets                                    (426)          --
                                                            


Changes in operating assets and liabilities:
 Decrease (increase) in accounts receivable             (24,947)       152,606
 Increase in inventories and prepaid expenses          (282,244)      (214,337)
 Decrease (increase) in other assets                    181,053       (102,230)
 Increase (decrease) in accounts payable                158,526       (105,071)
 Increase (decrease) in income taxes payable             53,000       (142,000)
 Increase in accrued liabilities                        261,423        134,960
                                                    -----------    -----------
 Net cash provided by (used in)
    operating activities                                458,333       (298,880)
                                                    -----------    -----------
INVESTING ACTIVITIES
Net maturities (purchases) of
 short-term investments                              (2,800,972)        48,903
Proceeds from asset sale                                 10,000           --
Purchases of property and
equipment                                              (153,953)       (32,605)
                                                     -----------    -----------

Net cash provided by (used in)
 investing activities                                (2,944,925)        16,298
                                                     -----------    -----------

FINANCING ACTIVITIES
Net proceeds from public offering                      3,623,382           --
Compensation paid with common stock                        5,624           --
                                                     -----------    -----------

Net cash provided by financing  activities             3,629,006           --
                                                     -----------    -----------

Effect of exchange rate changes on cash                   44,787           --
                                                     -----------    -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       1,187,201      (282,582)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD           736,984     1,001,765
                                                     -----------   -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $ 1,924,185    $   719,183
                                                     ===========    ===========


See accompanying Notes to Condensed Financial Statements.



<PAGE>

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

- - - - -------------------------------------------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 1995 AND 1994

- - - - -------------------------------------------------------------------------------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

                                             1995            1994
                                             ----            ----
Cash paid during the period for:
  Income taxes, net of (refunds)$         (20,000)      $   150,000
















See accompanying Notes to Condensed Financial Statements.



<PAGE>

                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 1995



(1)      BASIS OF PRESENTATION

         The accompanying consolidated financial statements include the accounts
of the Amtech Systems,  Inc. and its subsidiaries,  Tempress  Systems,  Inc. and
Echelon Service Company, hereinafter referred to as the Company. All significant
intercompany accounts and transactions have been eliminated in consolidation.


(2)      INTERIM REPORTING

         The  accompanying  consolidated  financial  statements  are  unaudited;
however,  these financial  statements  contain all adjustments which are, in the
opinion  of  management,  necessary  to a fair  presentation  of  the  financial
position  of the  Company as of March 31,  1995 and  September  30, 1994 and the
results of its  operations for the three and six months ended March 31, 1995 and
1994, and its cash flows for the six months ended March 31, 1995 and 1994.

         The accounting policies followed by the Company are set forth in Note 2
to the financial  statements in the Company's Annual Report on Form 10-K for the
year ended September 30, 1994, which is incorporated herein by reference.

         During March 1994, the Company  entered into a research and development
contract  with and paid  $355,405 to the  University of California at Santa Cruz
(the "University").  The University is to develop designs and specifications for
a  prototype  model of a product  embodying  the  Company's  patented  photo CVD
(chemical  vapor  deposition)  process  and to  conduct a study in an attempt to
prove the feasibility and demonstrate the practical application of the Company's
technology.  Because recovery of the cost of that contract is dependent upon the
outcome of the study and future development of a commercial product, the payment
was recorded as research and development expense in fiscal 1994.

         Inventories  as of March  31,  1995 and  September  30,  1994  included
work-in-process of $124,029 and $51,602,  respectively.  The remaining inventory
consists of purchased parts and completed sub-assemblies.

         The results of operations  for the three and six months ended March 31,
1995 and 1994, are not necessarily  indicative of the results to be expected for
the full year.

(3)  RECLASSIFICATIONS

         Certain  reclassifications  have been made to the amounts for the three
and six month  periods  of fiscal  1994 to conform  to the  presentation  of the
fiscal 1995 amounts.


(4)  INCOME TAXES

         Income taxes were  calculated by applying the  estimated  effective tax
rate for the fiscal year to the income (loss)  before income taxes  adjusted for
permanent differences between financial reporting and taxable income.


(5)      STOCKHOLDERS' INVESTMENT

         On December 22, 1994, the Company completed a secondary public offering
of 1,207,500  shares of its $.01 par value common stock and redeemable  warrants
for an equal  number of  shares.  The sale was in the form of units  which  were
comprised of three (3) shares and three (3) redeemable  warrants each, and which
were sold to the public at a price of $11.25 per unit.  The gross  proceeds from
the public sale amounted to $4,528,125.  Each  redeemable  warrant  entitles the
holder to acquire one share of common  stock at an  exercise  price of $5.50 per
share until  December  15,  1999.  The  redeemable  warrants  are subject to the
Company's right of redemption, under certain circumstances,  at $.05 each during
the period in which they are exercisable. The Company also sold a warrant to the
underwriter  entitling the  underwriter  to purchase  35,000 units at a price of
$13.50 each. The net proceeds to the Company were approximately $3,623,000.


                     AMTECH SYSTEMS, INC. AND SUBSIDIARIES
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Financial  Condition and Working Capital.  During the six months ended March 31,
1995,  working capital increased by $3,792,000 to $6,037,000 from $2,245,000,  a
169%  increase.  Also,  the  ratio of  current  assets  to  current  liabilities
increased to 5.4:1 from 3.6:1.  These changes  resulted  primarily  from the net
proceeds  of the public  offering  discussed  in Note 4 to  Condensed  Financial
Statements  for the six months ended March 31,  1995.  The Company does not have
any  long or  short-term  debt  and  stockholders'  investment  is 83% of  total
capitalization.

Liquidity and Capital  Resources.  As of March 31, 1995,  the Company's cash and
cash  equivalents  amounted to $1,924,000,  an increase of $1,187,201,  or 161%,
since  September  30,  1994.  The Company  also had  short-term  investments  of
$3,145,000  at March 31, 1995,  compared with $344,000 as of September 30, 1994.
The primary  sources of cash during the six months ended March 31, 1995 were the
$3,623,000  of proceeds  from the public  offering  and the $458,000 of net cash
provided by  operating  activities.  The primary uses of cash during that period
were the $2,801,000 of net purchases of short-term  investments  and $154,000 of
purchases of property and equipment.

During  1995,  another  $100,000 is expected  to be expended in  completing  the
furnace to be used for customer  demonstrations  and the marketing of horizontal
diffusion furnaces. That cost is expected to be capitalized and depreciated over
a five  year  period.  Because  the  furnace  product  is  based  upon  existing
technology  and  know-how,  no  material  development  costs are  expected to be
incurred in  connection  with this  project.  The Company  continues to seek out
opportunities   for  product   development  or  possible   product  or  business
acquisitions.

In August 1994, the Company paid approximately $90,000 for certain machinery and
equipment,  of the former  Tempress  B.V.,  purchased  from a third  party.  The
Company used those assets to start the Company's  diffusion  furnace business in
The  Netherlands on September 26, 1994,  under the name Tempress  Systems,  Inc.
Assuming this operation grows as planned,  additional funds will be used to fund
its working capital requirements.

The  $5,069,000 of cash and  short-term  investments  as of March 31, 1995, is a
readily  available  source of  liquidity.  The Company's  present  liquidity and
capital  resources  are believed to be adequate for its present  operations.  At
least a  substantial  portion of those  funds  would be  required to develop the
photo-assisted  CVD  technology  discussed in Note 2 to the Condensed  Financial
Statements  and to  manufacture  and  market  the  resultant  product,  if  any.
Approximately $3,200,000 is expected to be applied to such development. However,
the  estimated  development  costs  do not  include  the cost  required  for the
expansion of facilities for the  manufacture of the new product.  Funds for that
expansion,  if any,  are  expected  to be  obtained  from  the  cash  flow  from
operations and other possible sources of financing. There is no assurance of the
availability or sufficiency of such sources.

         The semiconductor equipment order backlog was approximately $1,894,000,
as of March 31, 1995,  as compared to $543,000 as of March 31, 1994.  Orders are
generally shipped within one to six months of receipt.


RESULTS OF OPERATIONS.

THREE MONTHS ENDED MARCH 31,
1995 vs. 1994


Semiconductor Equipment.

         The semiconductor  equipment  revenues  increased 110% to $2,325,000 in
the  second  quarter of fiscal  1995 from  $1,106,000  in the second  quarter of
fiscal  1994.  Revenues  for the three  months  ended March 31, 1995 include the
first shipments of the Netherlands  operation,  which accounts for over one-half
of the increase.  Shipments from the domestic  operation were also significantly
higher than in the preceding year.

         Gross  margin  increased  77% from  $438,000  in the second  quarter of
fiscal 1994 to $775,000 in the second quarter of fiscal 1995. This resulted from
the increased sales volume discussed in the preceding  paragraph.  However,  the
gross  margin  as a  percentage  of  revenue  declined  to 33%  from  40% in the
preceding year. The decrease in the gross margin  percentage is primarily due to
the effects of design and pricing errors on the balance of the orders quoted and
designed in the  preceding  two quarters and  discussed  in the  Company's  1994
report of Form 10-K and in the Form 10-Q for the first  quarter  of the  current
fiscal year. The product mix also contributed to the decline in the gross profit
percentage.  The margins for the Tempress  operation  were  affected by the high
fixed cost relative to the level of shipments  resulting  from Tempress being in
the start-up phase. The 33% gross margin  percentage for the quarter ended March
31,  1995 is an  improvement  over the 27%  realized  during  the  first  fiscal
quarter.

         Selling  and general  costs were  $210,000  higher in the three  months
ended  March  31,  1995 than they were in the  second  quarter  of fiscal  1994,
representing  primarily the additional  overheads of the  Netherlands  operation
started at the beginning of the current  fiscal year.  During the second quarter
of  fiscal  1994,  the  Company  expended  $355,405  on the  photo-assisted  CVD
feasibility  study  discussed in Note 2 to the Condensed  Financial  Statements,
with no comparable item in the second quarter of fiscal 1995.  Amounts  expended
on other research and development projects,  primarily developing new automation
products and improving existing ones, increased by $22,000 in the second quarter
of fiscal 1995 as compared to the similar period in fiscal 1994.

         In summary,  the semiconductor  equipment segment produced an operating
profit of $275,000  in the  quarter  ended March 31,  1995,  an  improvement  of
$460,000 over the operating  loss of $185,000  incurred in the second quarter of
fiscal 1994. The  improvement  is primarily a result of the increased  shipments
and  related  gross  margin  and the fact that the  fiscal  1995  period did not
include an expenditure comparable to that for the photo-assisted CVD feasibility
study in fiscal 1994.


Technical Contract Personnel Business

         Net revenues of this segment  were  $951,000 for the second  quarter of
fiscal 1995,  compared to $1,466,000  for the second quarter of fiscal 1994. The
35%  decrease in revenues  is  primarily a result of one large  client no longer
having the peak requirements for technical contract personnel that it had during
the last nine months of fiscal 1994.

         The gross  margins  for this  segment  were  $96,000 in fiscal  1995 as
compared  to $98,000 in the second  quarter  of fiscal  1994.  The gross  margin
percentage increased from 7% of this segment's revenues in the second quarter of
fiscal 1994 to 10% for the quarter  ended March 31 1995.  The  increase in gross
margin as a percentage of revenue is due to the fact that most of the decline in
revenue is from  clients  that  required a lower level of service and from which
the Company earned a lower gross margin.

         Selling and general  expenses of this segment were $6,000 higher in the
fiscal 1995 second quarter as compared to the second quarter of fiscal 1994, due
to the third  quarter  1994  addition  of  personnel  to  provide  clients  with
permanent  placement  services.  Those  costs were  partially  offset  with cost
reductions in other areas.

         As a result of the higher  payroll taxes incurred in the second quarter
of each fiscal  year,  this segment  incurred an  operating  loss of $11,000 and
$3,000 for that quarter of fiscal years 1995 and 1994, respectively.  The reason
for the higher  loss in the second  quarter of the  current  fiscal  year is the
increased selling and general expenses discussed above.


Total Company
         The Company's total  operating  profit for the three months ended March
31, 1995 improved  $452,000,  because it did not include anything  comparable to
the  $355,405  expended  on the  photo-CVD  research  project  during the second
quarter of 1994, and due to the increased  volume and operating  profit from the
domestic portion of the semiconductor  equipment segment.  While the improvement
in  operating  profit  was  partially  offset by a $16,000  increase  in general
corporate expenses,  it was further enhanced by the $51,000 increase in interest
income derived from cash equivalents and short-term investments.

         The $87,000  income tax provision for the second quarter of fiscal 1995
approximates  what would result from applying the statutory  rates to the before
tax income,  as the  effects of  permanent  differences  between  financial  and
taxable  income  (e.g.  the  reductions  in allowable  deductions  for meals and
entertainment  expenses) were offset by the reduction in the valuation allowance
recorded against the deferred tax asset.


SIX MONTHS ENDED MARCH 31,
1995 vs. 1994

Semiconductor Equipment.

         The semiconductor equipment revenues increased 58% to $3,437,000 in the
first six months of fiscal 1995 to  $2,178,000  in the two quarters  ended March
31, 1994 due almost  equally to the  shipments  of the  start-up of the Tempress
Systems  operation  in the  Netherlands  and to  several  large  orders  for the
Company's  domestically  produced diffusion  processing and automation products.
Gross margins  increased 21%, or $185,000,  over the same period almost entirely
from the shipments of the Tempress operation.

         Gross  margins as a  percentage  of revenue  decreased  from 41% in the
first six months of fiscal  1994 to 31% for the first half of fiscal  1995.  The
decrease  in the gross  margin  percentage  is  primarily  due to the effects of
design and pricing  errors on the balance of the orders  quoted and  designed in
the preceding  two quarters and  discussed in the Company's  1994 report on Form
10-K and in the report on Form 10-Q for the first quarter of the current  fiscal
year.  The gross margins as a percentage of revenue for Tempress were lower than
earned by this  segment  last  year,  because  it is in the  start-up  phase and
therefore fixed expenses are spread over a lower than sales volume.

         The selling and general expenses of the  semiconductor  segment for the
first six months of fiscal  1995 were  $311,000  higher  than in the  comparable
period of last fiscal year. The increase in such expenses is entirely due to the
addition of the Tempress start-up operation in the Netherlands.

         During March 1994, the Company  entered into a research and development
contract  with and paid  $355,405 to the  University of California at Santa Cruz
(the "University"). Total research and development costs decreased $243,000 from
$377,000  in the first  half of fiscal  1994 to  $134,000  during the six months
ended March 31, 1995,  as there was no  expenditure  in the first half of fiscal
1995 comparable to the research contract discussed in the preceding sentence and
in  Note  2 to  the  Condensed  Financial  Statements.  However,  the  costs  of
developing  a  new  Tempress  horizontal  diffusion  furnace  explains  why  the
reduction was less than the amount of the research and development contract.

         For the first six months of fiscal 1995,  the  semiconductor  equipment
segment had an operating  profit of $121,000 as compared to $5,000 for the first
two quarters of fiscal 1994. The improvement is less than the amount expended in
1994 for the University contract,  as the first half of fiscal 1995 includes the
start-up costs and losses of Tempress.

         While Tempress Systems, Inc. had significant start-up losses during the
first quarter and  cumulatively  for the six months ended March 31, 1995, it did
earn a small operating  profit for the second quarter of fiscal 1995. Until such
time as Tempress  consistently  books and ships a  sufficient  number of systems
orders,  which the  Company  estimates  will not occur for  another  six to nine
months,  it will  periodically  generate a quarterly  operating loss,  which may
result in the Company having a net loss for the quarter.

Technical Contract Personnel Business

         Net revenues of this segment were  $2,315,000  for the first six months
of fiscal  1995,  compared to  $2,759,000  for the first two  quarters of fiscal
1994. The 16% decrease in revenues is the result of a significant decline in the
number  of  technical  contract  personnel  provided  by  Echelon,  on a payroll
servicing basis, as one client in particular did not have the peak  requirements
for such personnel as it did in the prior year.

         Gross  margins as a percentage  of revenues  increased  from 9% for the
first  half of 1994 to 12% for the  first  half of 1995,  as the  result  of two
factors.  First,  there was a better mix of services,  as a larger percentage of
the revenue  generated in the current  fiscal year was from the placement of the
full-service technical contract personnel business which includes recruiting the
contract employee and providing  certain fringe benefits.  Because the client is
provided  with more  services  than in the  "payroll  servicing"  portion of the
business,  the Company is also able to charge a higher mark-up.  Also, the first
two  quarters  of  fiscal  1995  benefited  from the  revenue  of the  permanent
placement  business  started in the third  quarter of fiscal 1994.  Second,  the
payroll taxes were a lower percentage of revenue in fiscal 1995 than in 1994, as
last year there was a significant increase in the number of employees during the
second quarter for whom the maximum unemployment  contribution was not met until
the third quarter. As a result of these factors, gross margin increased $24,000,
or 10%.

         Selling and general  expenses of this segment  were  $38,000  higher in
fiscal 1995 as compared to the fiscal 1994 period, due to the third quarter 1994
addition of personnel to provide clients with permanent placement services.

         Primarily due to the increased  expenses,  the operating profit of this
segment  was  $41,000,  or $14,000  lower than in the first six months of fiscal
1994.

Total Company

         The Company's total operating profit for the first six months of fiscal
1995 increased $103,000,  primarily due to the expensing in 1994 of the $355,405
University  study,  which was partially  offset by the Tempress  development and
start-up costs discussed  above.  There was also a $32,000 increase in corporate
expenses which is partially related to the pre-start-up costs of the Netherlands
operation.  This was offset by increased  interest income from cash held on cash
equivalents and short-term investments.

         The  $32,000  income tax  expense  for the first half of fiscal 1995 is
higher than what would result by applying the statutory  rates to the before tax
income,  because of permanent  differences  between financial and taxable income
(e.g.  the  reductions  in  allowable  deductions  for meals  and  entertainment
expenses).

For the six months ended March 31, 1995 there was net income of $27,000, or $.02
per share,  as  compared  to net loss of  $52,000,  or $.06 per  share,  for the
comparable period of the preceding year.



                                    PART II




Item 1.  Legal Proceedings.

         None.




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

         On May 1, 1995, the Company held its annual meeting of  shareholders at
which time Jong S. Whang, Donald F. Johnston,  Eugene R. Hartman, Alvin Katz and
Bruce R. Thaw were elected directors of the Company.  The tabulation of the vote
on proposal #2, approval of the Amtech Systems, Inc. 1995 Incentive Stock Option
Plan was adjourned until Thursday, May 25, 1995, at 10:00 A.M. Standard Mountain
Time.




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

         (a)  Exhibits - Exhibit 11 - Financial Data Schedule.

         (b)  Reports on Form 8-K - none.






                                   SIGNATURES

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



                                     AMTECH SYSTEMS INC.




                             by
                                ----------------------------------------
                                Robert T. Hass, Vice-President and
                                Chief Financial Officer

                                DATED:  May 15, 1995


<TABLE> <S> <C>

<ARTICLE>  5  
<LEGEND>  THIS  SCHEDULE   CONTAINS  SUMMARY   FINANCIAL INFORMATION EXTRACTED 
          FROM THE BALANCE SHEETS AS OF MARCH 31, 1995 AND SEPTEMBER 30, 1994, 
          THE  STATEMENTS  OF  OPERATIONS FOR THE THREE  AND SIX  MONTHS ENDED
          MARCH  31, 1995  AND  1994  AND  THE  STATEMENTS  OF CASH  FLOW  FOR
          THE  SIX  MONTHS  ENDED  MARCH 31, 1995 AND 1994 AND IS QUALIFIED IN
          ITS ENTIRETY BY REFERENCE  TO SUCH QUARTERLY REPORT ON FORM 10-Q FOR
          THE QUARTER ENDED MARCH 31, 1995

</LEGEND>

       
<MULTIPLIER>                                              1,000
<S>                             <C> 
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                                    SEP-30-1995
<PERIOD-START>                                       OCT-01-1994
<PERIOD-END>                                         MAR-31-1995
<CASH>                                                 1,924,185
<SECURITIES>                                           3,144,964
<RECEIVABLES>                                          1,620,262
<ALLOWANCES>                                              55,000
<INVENTORY>                                              580,056
<CURRENT-ASSETS>                                       7,394,991
<PP&E>                                                 1,074,470
<DEPRECIATION>                                           445,808
<TOTAL-ASSETS>                                         8,196,749
<CURRENT-LIABILITIES>                                  1,357,892
<BONDS>                                                        0
<COMMON>                                                  21,541
                                          0
                                                    0
<OTHER-SE>                                             6,817,316
<TOTAL-LIABILITY-AND-EQUITY>                           8,196,749
<SALES>                                                3,437,344
<TOTAL-REVENUES>                                       5,829,849
<CGS>                                                  2,366,199
<TOTAL-COSTS>                                          4,408,690
<OTHER-EXPENSES>                                               0
<LOSS-PROVISION>                                          10,000
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                           59,091
<INCOME-TAX>                                              32,000
<INCOME-CONTINUING>                                       27,091
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                              27,091
<EPS-PRIMARY>                                                .02
<EPS-DILUTED>                                                .02
        

</TABLE>


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