AMTECH SYSTEMS INC
10-Q, 1998-02-17
SPECIAL INDUSTRY MACHINERY, NEC
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                                    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 Quarter Ended:  December 31, 1997
                           ----------------------

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

     For the transition period from ____________ to ____________

                         Commission File Number: 0-11412
                                                ----------

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


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


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

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

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.

                          Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
                                (Title of Class)


                                4,190,456 Shares
- --------------------------------------------------------------------------------
                       Outstanding as of December 31, 1997
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

PART I. FINANCIAL INFORMATION.

     Item 1. Financial Statements


         Condensed Consolidated Balance Sheets
       December 31, 1997 and September 30, 1997............................  3

         Condensed Consolidated Statements of Operations -
       Three Months Ended December 31, 1997 and 1996.......................  4

         Condensed Consolidated Statements of Cash Flows
       Three Months Ended December 31, 1997, and 1996......................  5

         Notes to Condensed Consolidated Financial Statements..............  6



     Item 2. Management's Discussion and Analysis of  Financial
      Condition and Results of Operations..................................  9
            Results of Operations..........................................  9
            Financial Condition and Working Capital ....................... 11
            Liquidity and Capital Resources................................ 11
            FORWARD-LOOKING STATEMENTS..................................... 13



PART II. OTHER INFORMATION.


     Item 1. Legal Proceedings............................................. 14


     Item 4. Submission of Matters to a Vote of Security Holders........... 14


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



SIGNATURES................................................................. 14
                                        2
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     December 31,  September 30,
                                                          1997          1997
                                                     ------------  -------------
                                                     (Unaudited)
                                     ASSETS
                                     ------
CURRENT ASSETS:
 Cash and cash equivalents                            $ 1,810,010   $ 1,395,849
 Short-term investments                                      --         579,191
 Accounts receivable, net                               3,029,333     2,983,573
 Inventories                                            2,080,620     2,062,052
 Deferred income taxes                                    277,000       273,000
 Prepaid expenses                                         145,136        85,820
                                                      -----------   -----------
          Total current assets                          7,342,099     7,379,485
                                                      -----------   -----------

PROPERTY, PLANT AND EQUIPMENT
   Land, building and leasehold improvements              633,415       629,604
   Equipment and machinery                                845,483       785,142
   Furniture and fixtures                                 735,134       726,365
                                                      -----------   -----------
                                                        2,214,032     2,141,111
Less: accumulated depreciation and amortization           842,627       781,078
                                                      -----------   -----------
                                                        1,371,405     1,360,033
                                                      -----------   -----------
PURCHASE PRICE IN EXCESS OF NET ASSETS
  ACQUIRED, at amortized cost                             596,856       561,238

OTHER ASSETS                                               47,845        54,336
                                                      -----------   -----------
                                                      $ 9,358,205   $ 9,355,092
                                                      ===========   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
  Accounts payable                                    $   911,537   $   935,338
  Accrued liabilities:
    Compensation and related taxes                        480,554       471,604
    Warranty and installation expenses                    292,357       369,868
    Other accrued liabilities                             214,909       208,355
  Income taxes payable                                    125,000       123,000
                                                      -----------   -----------
          Total current liabilities                     2,024,357     2,108,165
                                                      -----------   -----------

LONG-TERM OBLIGATIONS                                     312,696       318,721
                                                      -----------   -----------

STOCKHOLDERS' EQUITY
  Preferred stock; no specified terms;
    100,000,000 shares authorized; none issued               --            --
  Common stock; $.01 par value; 100,000,000 shares 
    authorized; 4,190,456 shares issued and outstanding    
   (4,185,106 at September 30, 1997)                       41,905        41,850
  Additional paid-in capital                            7,353,612     7,345,187
  Cumulative foreign currency translation adjustment     (309,327)     (284,453)
  Accumulated deficit                                     (65,038)     (174,378)
                                                      -----------   -----------
          Total stockholders' equity                    7,021,152     6,928,206
                                                      -----------   -----------
                                                      $ 9,358,205   $ 9,355,092
                                                      ===========   ===========

           See accompanying notes to Condensed Financial Statements.
                                       3
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              For The Three Months Ended December 31, 1997 and 1996

                                                       Three Months Ended
                                                    ---------------------------
                                                        1997           1996
                                                    -----------     -----------
                                                    (Unaudited)     (Unaudited)

Net revenue                                         $ 4,060,826     $ 2,007,520
Cost of product sales                                 2,731,814       1,338,603
                                                    -----------     -----------
         Gross profit                                 1,329,012         668,917

Selling and general                                   1,089,294         578,400
Gain on disposition of Korean joint venture                --          (115,487)
Research and development                                 68,494          75,571
                                                    -----------     -----------
        Operating profit                                171,224         130,433

Interest income-net                                      18,116          47,025
                                                    -----------     -----------
Income from continuing
   operations before income taxes                       189,340         177,458
Income tax provision                                     80,000          57,000
                                                    -----------     -----------

NET INCOME                                          $   109,340     $   120,458
                                                    ===========     ===========



EARNINGS PER SHARE :
  Basic                                             $       .02     $       .03
  Diluted                                           $       .02     $       .02


Weighted average outstanding shares                   4,190,456       4,141,668

Weighted average common and
   common equivalent shares outstanding               4,713,839       5,171,007

           See accompanying notes to Condensed Financial Statements.
                                       4
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For The Three Months Ended December 31, 1997 and 1996

                                                           Three Months Ended
                                                         -----------------------
                                                             1997        1996
                                                         ----------- -----------
                                                         (Unaudited) (Unaudited)

OPERATING ACTIVITIES:
  Net income                                             $  109,340  $  120,458
  Adjustments to reconcile net income to net
    cash provided (used) by operating activities:
      Depreciation and amortization                          83,499      49,910
      Inventory and accounts receivable write-offs           11,241      21,159
      Gain on disposition of Korean joint venture              --      (115,487)
      Deferred tax expense (benefit)                         (4,000)      6,000
   Decreases (increases) in operating assets:
      Accounts receivable                                   (66,242)   (183,330)
      Inventories, prepaids and other assets               (147,224)     35,112
   Increases (decreases) in operating liabilities:
      Accounts payable                                      (14,509)    (96,337)
      Accrued liabilities                                   (56,019)    (24,567)
      Income taxes payable                                    2,000      (9,000)
                                                         ----------  ----------
   Net cash Provided by (Used In) Operating Activities      (81,914)   (196,082)
                                                         ----------  ----------

INVESTING ACTIVITIES:
  Maturities (purchases) of short-term investments - net    579,191    (978,614)
  Proceeds from disposition of (Investment in)
    unconsolidated Korean joint venture                        --       475,047
  Proceeds from sale of assets                                2,225        --
  Purchases of property, plant and equipment                (88,067)   (102,883)
                                                         ----------  ----------
    Net Cash Provided by (Used in) Investing Activities     493,349    (606,450)
                                                         ----------  ----------

FINANCING ACTIVITIES:
  Proceeds from stock options exercised                       8,480      21,600
  Proceeds from (Payments on) mortgage loan                  (2,042)     (4,707)
                                                         ----------  ----------
    Net Cash Provided By Financing Activities                 6,438      16,893
                                                         ----------  ----------

EFFECT OF EXCHANGE RATE CHANGES                              (3,712)     (8,483)
                                                         ----------  ----------

CASH AND EQUIVALENTS
  Net increase (decrease)                                   414,161    (794,122)
  Beginning of year                                       1,395,849   1,994,217
                                                         ----------  ----------

END OF QUARTER CASH AND EQUIVALENTS                      $1,810,010  $1,200,095
                                                         ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid during the year for:
     Interest                                            $    4,033  $    4,908
     Income taxes, net of refunds                            82,000      60,000

           See accompanying notes to Condensed Financial Statements.
                                       5
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED DECEMBER 31, 1997


(1)      BASIS OF PRESENTATION
         ---------------------

         The accompanying consolidated financial statements include the accounts
of Amtech Systems,  Inc., and its wholly-owned  subsidiaries,  Tempress Systems,
Inc.,  based in Heerde,  The  Netherlands,  and P. R. Hoffman Machine  Products,
Inc., formed July 1, 1997 (the "Company"). All significant intercompany balances
and transactions have been eliminated in consolidation.

         The accompanying  consolidated  financial statements have been prepared
in accordance with generally  accepted  accounting  principles,  pursuant to the
rules  and  regulations  of the  Securities  and  Exchange  Commission  and  are
unaudited.  In the opinion of management these financial  statements include all
adjustments  which are necessary  for a fair  presentation  of the  consolidated
financial position of the Company as of December 31, 1997 and September 30, 1997
and the consolidated  results of its operations and its consolidated  cash flows
for the three months ended December 31, 1997 and 1996.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements have been condensed or omitted  pursuant to such rules and
regulations.  It is suggested that these  consolidated  financial  statements be
read in conjunction with the consolidated financial statements and notes thereto
included  in the  Company's  Annual  Report  on Form  10-K  for the  year  ended
September 30, 1997, which is incorporated herein by reference.

         The  consolidated  results of  operations  for the three  months  ended
December 31, 1997, are not necessarily  indicative of the results to be expected
for the full year.


(2)      Inventories
         -----------

          The components of inventories are as follows:

                                                 December 31,     September 30,
                                                     1997             1997
                                                 ------------     -------------
       Purchased parts and
        raw material                              $1,155,017         $995,850
       Work-in-process                               466,515          618,295
       Finished goods                                459,088          447,907
                                                  ----------       ----------
                                Totals            $2,080,620       $2,062,052
                                                  ==========       ==========
                                        6
<PAGE>
(3)     INVESTMENT IN UNCONSOLIDATED SUBSIDIARY
        ---------------------------------------

         During the first  quarter of fiscal  1996,  the Company  entered into a
joint venture agreement pursuant to which it would have a 45% ownership interest
and a 50% voting  interest in Seil  Semicon,  Inc. in return for a commitment to
invest $500,000 in cash. The joint venturers' plan was to operate a silicon test
wafer reclaiming  business through Seil Semicon,  Inc. During the fourth quarter
of fiscal 1996, it was determined that the joint venture required  significantly
more capital than originally  anticipated.  In the first quarter of fiscal 1997,
the Company  disposed of its interest in the joint  venture  because  management
believed that raising the Company's commitment to $3 million,  without obtaining
majority  control,  was more  risk than was  appropriate  for the  Company.  The
Company received  $475,000 during December 1996, in exchange for its interest in
the joint venture,  thereby  recovering  its  investment  and related  expenses.
Because the Company  disposed of its interest in the joint venture and recovered
its equity in the first year  start-up  losses and certain  expenses  related to
that venture  incurred in fiscal 1996, a $115,000 gain was recorded in the first
quarter of fiscal 1997.


(4)      EARNINGS PER SHARE
         ------------------

         The Company adopted the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128 in the quarter ended December 31, 1997. Statement No.
128  establishes  new standards for computing and presenting  earnings per share
("EPS") and  supersedes APB Opinion No. 15.  Statement 128 replaces  primary EPS
with  Basic  EPS and  fully  diluted  EPS with  diluted  EPS and  requires  dual
presentation of basic and diluted EPS. Statement No. 128 is effective for annual
and interim  periods  ending after December 15, 1997.  Earlier  adoption was not
permitted.  All prior period EPS data have been restated to conform to Statement
No. 128. The effect of this  accounting  change was to decrease the EPS reported
for the three months ended  December 31, 1996, by $.01,  from $.03 fully diluted
EPS to $.02  diluted  EPS.  Basic EPS was the same as primary  EPS for the first
quarter of last year.


                                                    Three Months Ended
                                                        December 31,
                                                --------------------------
                                                   1997            1996
                                                ----------      ----------
             Net income                         $  109,340      $  120,458
             After-tax amortization of
              contingent goodwill                   (8,113)          --
                                                ----------      ----------
             Income used in calculation         $  101,227      $  120,458
                                                ==========      ==========

                                                     Continued on next page.....
                                       7
<PAGE>
(4)      EARNINGS PER SHARE - continued
         ------------------------------


                Weighted average shares:
                 Common shares outstanding       4,190,456       4,141,668
                 Common equivalent shares,
                 issuable upon exercise of
                 Warrants and stock options (1)    523,383       1,029,339
                                                ----------      ----------
                                                 4,713,839       5,171,007
                                                ==========      ==========

                Basic net income per share          $  .02          $  .03
                                                    ======          ======

                Diluted net income per share        $  .02          $  .02
                                                    ======          ======

- ---------------------
(1)      Number of shares  calculated  using the  treasury  stock method and the
         average  market  price  during  the  period.   All  shares  that  could
         potentially be dilutive in the future were included in the calculation.


(5)      ACQUISITION OF P. R. HOFFMAN
         ----------------------------

On July 1, 1997, the Company purchased  substantially all of the assets of P. R.
Hoffman Machine Products Corporation, an "S" corporation ("P. R. Hoffman") based
in  Carlisle,  Pennsylvania.  In addition to the  purchase  price paid in fiscal
1997,  the Company will pay in either cash or stock an earn-out  equal to 50% of
the pre-tax income of the P. R. Hoffman, before amortization of goodwill,  other
expense arising from the  application of purchase  accounting and allocations of
corporate  expenses,  ("Adjusted Income") in excess of $800,000 per year, during
the five (5) fiscal  years  ending  September  30,  2002.  The maximum  earn-out
payable under the purchase  agreement is $2 million.  This  additional  purchase
price  will be treated as part of the  purchase  price to the extent  earned and
amortized  over the remainder of the period ending June 30, 2012.  Thus far into
fiscal 1998,  the  annualized  Adjusted  Income of this  operation  has exceeded
$800,000 by  approximately  $347,684.  If Adjusted Income for fiscal 1998 equals
the  annualized  Adjusted  Income for the period ending  December 31, 1997,  the
contingent  purchase price to be paid for the first year of the earn-out will be
$173,842.  One-fourth of that amount,  $43,461,  has been recorded as additional
goodwill  during the first three months of fiscal  1998.  All earnings per share
amounts for fiscal 1998  include the  estimated  after-tax  amortization  of the
total projected  contingent  consideration  of $869,210 (five times the $173,842
projected for fiscal 1998).
                                       8
<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS


          The  following  table  sets  forth  certain   operational  data  as  a
percentage of net revenue for the periods indicated:

                                                 Three Months Ended
                                                     December 31,
                                               ---------------------
                                               1997             1996
                                               ----             ----

Net revenue                                   100.0%           100.0%
Cost of product sales                         (67.3)           (66.7)
                                              -----            -----
     Gross profit                              32.7             33.3

Selling and general expenses                  (26.8)           (28.8)
Research and development                       (1.7)            (3.8)
Gain on sale of joint venture                   --               5.8
                                              -----            -----
     Operating income                           4.2%             6.5%
                                              =====            =====



          Net Revenue. Net Revenue increased $2,053,000,  or 102%, to $4,061,000
in the first quarter of fiscal 1998,  from  $2,008,000 of product sales reported
in the first quarter of fiscal 1997. Diffusion products  contributed  $2,145,000
of the total revenue,  a 7% increase from the comparable quarter of fiscal 1997.
Manufacturing support services,  which began operations in the fourth quarter of
fiscal 1997, produced $225,000 of revenue. P. R. Hoffman,  which produces double
sided lapping and polishing  machines,  related  consumables,  and semiconductor
wafer polishing  templates  ("wafer  fabrication  products") was acquired in the
fourth quarter of fiscal 1997, produced revenue of $1,691,000 and is the primary
reason for the increase in net revenue.

          Gross  Profit.  Gross profit for the three  months ended  December 31,
1997, was $1,242,000, $573,000 or 86% higher than in the first quarter of fiscal
1997. The gross profit on diffusion  products was $684,000,  or 55% of the total
gross profit, 32% of diffusion product sales and an increase of $15,000 compared
to the first quarter of fiscal 1997. As a percentage of sales,  the gross profit
from  diffusion  products was slightly lower in the first quarter of the current
year, compared to the similar period in fiscal 1997, as labor and overhead costs
have  increased  to  accommodate  future  growth.   Wafer  fabrication  products
contributed  $530,296 of gross profit and are the primary source of the increase
in  gross  profit.   Manufacturing   support   services  also  made  a  positive
contribution to gross profit.
                                       9
<PAGE>
          The selling, general and administrative expenses for the first quarter
of fiscal 1998 were  $511,000  higher than in  comparable  period of last fiscal
year. New operations  (i.e. P. R. Hoffman and  manufacturing  support  services)
accounted for $291,000 of this increase.  The diffusion  business  accounted for
$220,000 of the increase in such expenses, which results from increased staffing
in sales and marketing,  added  personnel to increase  management  depth and the
costs associated with identifying and reviewing potential acquisitions.  Despite
the significant increase in selling,  general and administrative  expenses, they
grew at a slower  rate  than  revenue,  and  amounted  to 26.8%  of  sales,  two
percentage points lower than the 28.9% for the first quarter of fiscal 1997.

          Research and development.  Research and development  costs were $7,000
lower than in the three  months  ended  December  31,  1997.  While the  Company
increased its photo-CVD  research  efforts by $16,000,  in  preparation  for the
delivery of higher intensity lamps,  this was partially offset by lower costs as
progress on other  development  projects was slowed due to the  holidays.  It is
anticipated  that  the  study  of  these  modified  lamps  will  continue  until
approximately October 1998.

          As a result of the above,  operating  profit for the first  quarter of
fiscal 1998 was $171,000,  or 4.2% of revenue,  compared to $130,000, or 6.5% of
revenue for the first quarter of fiscal 1997. The operating profit for the first
quarter of fiscal  1997  included a $115,000  gain from the  disposition  of the
Korean joint venture for which there is no comparable  item in the most recently
completed quarter.  Excluding that gain,  operating profit for the first quarter
of fiscal 1998, $171,000,  or 4.2% of revenue,  would be compared to $15,000, or
 .7% of revenue for the first quarter of fiscal 1997.

          Net income includes the operating profit discussed above, net interest
income,  and the  provision  for income  taxes.  During the first quarter of the
fiscal  1998,  net interest  income was $18,000,  a decrease of $29,000 from the
corresponding  quarter  of the  preceding  year,  due to the  cash  used  in the
acquisition  of P. R. Hoffman.  As a result,  income before income taxes for the
latest period was $189,000,  compared to $177,000 in the first quarter of fiscal
1997.

          Income tax expense increased $23,000 and from 32% of pre-tax income to
42% pre-tax  income this year.  The increase was partially  attributable  to the
state  income  taxes on the income of P. R.  Hoffman,  as the Arizona  diffusion
business has  operating  loss  carryforwards,  which are not  available to P. R.
Hoffman.  Also,  the $57,000  provision  for income tax for the first quarter of
                                       10
<PAGE>
fiscal 1997 was less than what would result from applying the statutory rates to
the  before tax  income,  because of the  effects of the  permanent  differences
between financial and taxable income.

          The three months ended December 31, 1997,  resulted in a net income of
$109,000,  or $.02 per share,  compared to $120,000,  or $.03 per share,  in the
first  quarter of fiscal  1997.  As noted  above,  the most  significant  factor
contributing  to the decline in net income was that the first  quarter of fiscal
1997 included the gain from the disposition of the Korean joint venture.


Financial Condition and Working Capital.
- ----------------------------------------

          As of  December  31,  1997,  the  Company  has  $1,810,000  of readily
available  liquidity  in the form of cash and cash  equivalents  and  short-term
investments,  a decrease of $165,000 since September 30, 1997.  During the three
months  ended  December  31,  1997,  working  capital  increased  by  $46,000 to
$5,362,000, primarily due the positive results of the operations. Similarly, the
current ratio  improved  slightly to 3.6:1 as of December 31, 1997,  compared to
3.5:1 as of September 30, 1997. Cash and short-term  investments comprise 19% of
total assets and stockholders' equity is 75% of total capitalization. Management
continues  to believe  that the level of  liquidity  and  working  capital are a
reflection of the Company's strong financial condition.

Liquidity and Capital Resources.
- --------------------------------

          Management  believes the  Company's  liquidity is  sufficient  for its
current  operations.  The  Company is  continuing  to perform  research  on high
intensity  lamps  to be used in  conjunction  with its  patented  photo-assisted
chemical  vapor  deposition  ("CVD")  technology  prior  to  making  a  decision
regarding development of a commercial product incorporating that technology. See
the management's  discussion and analysis  included in the Company's 1997 annual
report on Form 10-K for further information regarding the Company's strategy for
acquisitions  and  development  of  a  product  based  upon  the  Company's  CVD
technology.  The Company  continues  to evaluate  potential  product or business
acquisitions that may complement its business.  There can be no assurance of the
sufficiency of existing  working capital or the availability of any other source
of financing  necessary to permit the Company to pursue  simultaneously both its
acquisition  strategy  and  to  complete  development  of a  photo-assisted  CVD
product.
                                       11
<PAGE>
          The  semiconductor  equipment  order  backlog  was  $5,300,000  as  of
December 31, 1997,  compared to  $2,480,000 as of December 31, 1996, an increase
of $2,820,000.  The growth in the order backlog  reflects the  $1,250,000  order
backlog of P. R. Hoffman. Also, the backlog for the diffusion business increased
$1,569,000,  as last years order backlog was  adversely  effected by the earlier
slow-down in the  semiconductor  industry.  While orders are  ordinarily  filled
within  three  to  nine  months  of  receipt,   the  current  backlog   includes
approximately $800,000 of orders from one customer that may not be shipped until
fiscal 1999.

          Several  countries,  predominantly in Asia, have recently  experienced
economic difficulties  including high rates of loan defaults,  business failures
and currency  devaluations.  During fiscal year 1997, the Company derived 27% of
its sales from these  countries.  The turmoil in the Asian financial  markets is
expected  to  eliminate  most,  if not all,  of the  Company's  sales of capital
equipment  into  that  region  for at least all of fiscal  1998.  These  adverse
conditions  are  expected  to have the  greatest  impact on the high margin U.S.
based  portion  of the  diffusion  product  line,  as the  ATMOSCAN(R)  and IBAL
Automation   products  are  believed  to  improve  the  customer's   yields  and
efficiencies,  but may not be viewed as an absolutely  necessity,  and therefore
are the first  types of  equipment  to be  eliminated  from  customers'  capital
budgets.  Indeed,  prior to the intervention of the International  Monetary Fund
("IMF"),  the  Company  was  expecting  to receive a $1 million  order from that
region,  which now will not be  received  during  the  foreseeable  future.  One
domestic customer has informed the Company that a $1 million planned order would
not be placed during the current fiscal year, as had been  originally  expected,
due reduced  demand for their  products in the pacific rim. There could be other
indirect,  adverse  effects of the Asian  financial  crisis,  as a number of the
Company's  domestic  and  European  customers  consider  Japan  and Asia as very
important  markets.  The  Company's  products  are sold on a  world-wide  basis.
Accordingly, the Company will attempt to offset the sales declines caused by the
above factors by focusing more attention on other geographic  regions.  The fact
that the sales of diffusion  products for the first quarter increased by 7%, and
the backlog for such products as of December 31, 1997 was $1,569,000 higher than
at the same point in the previous year are  encouraging and fiscal 1998 sales of
those products are expected to exceed fiscal 1997 levels.  However, there can be
no assurance  that the  Company's  sales of  diffusion  products and the related
operating  results  will  not  be  adversely   affected.   The  Company's  wafer
fabrication  products,  which were acquired during fiscal 1997 have historically
been less dependent on the Asian markets and include a much higher percentage of
consumable  products.  In any event,  the  Company  expects to be able to report
higher sales in fiscal 1998 than in fiscal 1997 because the
                                       12
<PAGE>
acquired  business  will be included for four  quarters  versus one quarter last
year.

FORWARD-LOOKING STATEMENTS

          This  report  contains   certain   forward-looking   statements.   The
forward-looking  statements contained herein are based upon current expectations
that involve a number of risks and uncertainties. The forward-looking statements
are based upon a number of assumptions,  including,  without  limitation,  those
enumerated in the related  section of the  Management's  Discussion and Analysis
included  in the  Company's  1997 annual  report on Form 10-K,  which are hereby
incorporated  by  reference.   Assumptions  related  to  the  foregoing  involve
judgments with respect to, among other things, future economic,  competitive and
market conditions,  and future business  decisions,  all of which are beyond the
control of the  Company.  Although  the Company  believes  that the  assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
results  contemplated  in  forward-looking   statements  will  be  realized.  In
addition,  the business and operations of the Company are subject to substantial
risks  which  increase  the   uncertainty   inherent  in  such   forward-looking
statements.   In  light  of  the  significant  uncertainties  inherent  in  such
forward-looking  information  included herein, the inclusion of such information
should not be regarded as a representation by the Company,  or any other person,
that the objectives or plans for the Company will be achieved.
                                       13
<PAGE>
                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.
         ------------------

                           None.


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

                           None.


Item 5.  Other Matters.
         --------------

                           None.


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

                  (a) Exhibits -

                           None.


                  (b) Reports on Form 8-K

                         The Company did not file any reports on Form 8-K during
the three months ended December 31, 1997.




                                   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.


                                  AMTECH SYSTEMS, INC.


                                  by /s/   Robert T. Hass
                                    ---------------------------------------
                                     Robert T. Hass, Vice-President and
                                     Chief Financial Officer
                                     DATED:  February 17, 1998
                             
                                       14

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
                              THIS   SCHEDULE    CONTAINS   SUMMARY    FINANCIAL
                              INFORMATION EXTRACTED FROM THE BALANCE SHEET AS OF
                              DECEMBER 31, 1997,  AND THE STATEMENT OF OPERATION
                              AND THE  STATEMENT  OF  CASH  FLOW  FOR THE  THREE
                              MONTHS ENDED DECEMBER 31, 1997 AND IS QUALIFIED IN
                              ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY REPORT
                              ON FORM 10-Q FOR THE QUARTER  ENDED  DECEMBER  31,
                              1997.
</LEGEND>
<MULTIPLIER>                                        1
<CURRENCY>                                          U.S. DOLLARS
       
<S>                          <C>
<PERIOD-TYPE>                3-MOS
<FISCAL-YEAR-END>                                   SEP-30-1998
<PERIOD-START>                                      OCT-01-1997
<PERIOD-END>                                        DEC-31-1997
<EXCHANGE-RATE>                                               1
<CASH>                                                1,810,010
<SECURITIES>                                                  0
<RECEIVABLES>                                         3,161,333
<ALLOWANCES>                                            132,000
<INVENTORY>                                           2,080,620
<CURRENT-ASSETS>                                      7,342,099
<PP&E>                                                2,414,032
<DEPRECIATION>                                          842,627
<TOTAL-ASSETS>                                        9,358,205
<CURRENT-LIABILITIES>                                 2,024,357
<BONDS>                                                 210,275
<COMMON>                                                 41,905
                                         0
                                                   0
<OTHER-SE>                                            6,979,247
<TOTAL-LIABILITY-AND-EQUITY>                          9,358,205
<SALES>                                               4,060,826
<TOTAL-REVENUES>                                      4,060,826
<CGS>                                                 2,731,814
<TOTAL-COSTS>                                         2,731,814
<OTHER-EXPENSES>                                      1,146,547
<LOSS-PROVISION>                                         11,241
<INTEREST-EXPENSE>                                        4,033
<INCOME-PRETAX>                                         189,340
<INCOME-TAX>                                             80,000
<INCOME-CONTINUING>                                     109,340
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                            109,340
<EPS-PRIMARY>                                               .03
<EPS-DILUTED>                                               .02
        

</TABLE>


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