AMTECH SYSTEMS INC
10-Q, 1999-02-16
SPECIAL INDUSTRY MACHINERY, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

(Mark One)

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

For the quarter ended:  December 31, 1998

                                       OR

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

For the transition period from ________________ to ________________

                         Commission File Number: 0-11412

                              AMTECH SYSTEMS, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in its Charter)

               Arizona                                            86-0411215
- --------------------------------------------------------------------------------
   (State or other jurisdiction of                            (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

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

                                4,220,732 Shares
- --------------------------------------------------------------------------------
                       Outstanding as of December 31, 1998

<PAGE>
                              AMTECH SYSTEMS, INC.
                                AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            Page

PART I.  FINANCIAL INFORMATION.

         Item 1. Financial Statements

                 Condensed Consolidated Balance Sheets -
                  December 31, 1998 and September 30, 1998 ...................3

                 Condensed Consolidated Statements of Operations -
                  Three Ended December 31, 1998 and 1997 .....................4

                 Condensed Consolidated Statements of Stockholders' Equity ...5

                 Condensed Consolidated Statements of Cash Flows -
                  Three Months Ended December 31, 1998 and 1997 ..............6

                 Notes to Condensed Consolidated Financial Statements ........7

         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations ........................10
                 Results of Operations ......................................10
                 Liquidity and Financial Condition ..........................12
                 Year 2000 Compliance .......................................12
                 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

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

<TABLE>
<CAPTION>
                                                                   December 31,    September 30,
                                                                       1998             1998
                                                                  -------------    -------------
                                                                   (Unaudited)
<S>                                                               <C>              <C>
                                             ASSETS
CURRENT ASSETS:
 Cash and equivalents                                             $   1,742,462    $   1,351,542
 Accounts receivable - net                                            2,274,554        2,894,217
 Inventories                                                          2,019,334        2,393,708
 Deferred income taxes                                                  378,000          393,000
 Income taxes refundable                                                191,000          404,000
 Prepaid expenses                                                        76,192           87,711
                                                                  -------------    -------------
          Total current assets                                        6,681,542        7,524,178

PROPERTY, PLANT AND EQUIPMENT - net                                   1,282,499        1,243,016

PURCHASE PRICE IN EXCESS OF NET ASSETS
  ACQUIRED AND OTHER ASSETS -  net                                      552,973          558,285
                                                                  -------------    -------------
          TOTAL ASSETS                                            $   8,517,014    $   9,325,479
                                                                  =============    =============

                              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                $     629,227    $   1,229,451
  Accrued compensation and related taxes                                489,351          573,294
  Accrued warranty expense                                              149,564          166,839
  Accrued installation expense                                          193,551          183,909
  Customer deposits                                                      69,028          249,795
  Other accrued liabilities                                             245,173          127,435
                                                                  -------------    -------------
          Total current liabilities                                   1,775,894        2,530,723

LONG-TERM OBLIGATIONS                                                   346,093          347,667
                                                                  -------------    -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Preferred stock; no specified terms;
    100,000,000 shares authorized; none issued                             --               --
  Common stock; $.01 par value; 100,000,000 shares authorized;
    4,220,732 (4,220,606 in 1998) shares issued and outstanding          42,207           42,206
  Additional paid-in capital                                          7,385,485        7,385,486
  Cumulative foreign currency translation adjustment                   (215,378)        (216,338)
  Accumulated deficit                                                  (817,287)        (764,265)
                                                                  -------------    -------------
          Total stockholders' equity                                  6,395,027        6,447,089
                                                                  -------------    -------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $   8,517,014    $   9,325,479
                                                                  =============    =============
</TABLE>

                   See accompanying notes to condensed financial statements.

                                               3
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997

                                                         Three Months Ended
                                                    ----------------------------
                                                        1998             1997
                                                    -----------      -----------
                                                    (Unaudited)      (Unaudited)

Net product sales                                   $ 3,378,708      $ 4,060,826
Cost of product sales                                 2,594,795        2,819,142
                                                    -----------      -----------
         Gross margin                                   783,913        1,241,684

Selling, general and administrative                     791,814        1,001,966
Photo-CVD project                                          --             38,603
Other research and development                           81,958           29,891
                                                    -----------      -----------
        Operating profit (loss)                         (89,859)         171,224

Interest income-net                                       9,837           18,116
                                                    -----------      -----------
Income (loss) from continuing
   operations before income taxes                       (80,022)         189,340
Income tax provision (benefit)                          (27,000)          80,000
                                                    -----------      -----------

NET INCOME (LOSS)                                   $   (53,022)     $   109,340
                                                    ===========      ===========


BASIC EARNINGS (LOSS) PER SHARE :
  Income (Loss) From Continuing Operations          $      (.01)     $       .02
  Net Income (Loss)                                 $      (.01)     $       .02
  Weighted average shares outstanding                 4,220,702        4,190,456


DILUTED EARNINGS (LOSS) PER SHARE:
  Income (Loss) From Continuing Operations          $      (.01)     $       .02
  Net Income (Loss)                                 $      (.01)     $       .02
  Weighted average shares outstanding                 4,220,702        4,713,839

           See accompanying notes to condensed financial statements.

                                       4
<PAGE>
                    AMTECH SYSTEMS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                     ACCUMULATED OTHER
                                                                       COMPREHENSIVE
                                                                      INCOME (LOSSES)
                                   COMMON STOCK                        (I.E. FOREIGN
                            --------------------------    ADDITIONAL      CURRENCY                       TOTAL
                             NUMBER OF                     PAID-IN      TRANSLATION    ACCUMULATED   STOCKHOLDERS'
                               SHARES         AMOUNT       CAPITAL      ADJUSTMENTS)     DEFICIT         EQUITY
                            -----------    -----------   -----------    -----------    -----------    -----------
<S>                           <C>          <C>           <C>            <C>            <C>            <C>
BALANCE AT
 SEPTEMBER 30, 1997           4,185,106    $    41,850   $ 7,345,187    $  (284,453)   $  (174,378)   $ 6,928,206

  Net income                       --             --            --             --          109,340        109,340
  Translation adjustment           --             --            --          (24,874)          --          (24,874)
                                                                                                      -----------
     Comprehensive income                                                                                  84,466
                                                                                                      -----------

  Employee stock bonus            5,350             55         8,425           --             --            8,480
                            -----------    -----------   -----------    -----------    -----------    -----------

BALANCE AT

 DECEMBER 31, 1997            4,190,456    $    41,905   $ 7,353,612    $  (309,327)   $   (65,038)   $ 7,021,152
                            ===========    ===========   ===========    ===========    ===========    ===========



BALANCE AT
 SEPTEMBER 30, 1998           4,220,606    $    42,206   $ 7,385,486    $  (216,338)   $  (764,265)   $ 6,447,089

  Net income                       --             --            --             --          (53,022)       (53,022)
  Translation adjustment           --             --            --              960           --              960
                                                                                                      -----------
     Comprehensive income                                                                                 (52,062)
                                                                                                      -----------

  Employee stock bonus              126              1            (1)          --             --             --
                            -----------    -----------   -----------    -----------    -----------    -----------

BALANCE AT
 DECEMBER 31, 1998            4,220,732    $    42,207   $ 7,385,485    $  (215,378)   $  (817,287)   $ 6,395,027
                            ===========    ===========   ===========    ===========    ===========    ===========
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       5
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                          --------------------------
                                                              1998           1997
                                                          -----------    -----------
                                                          (Unaudited)    (Unaudited)
<S>                                                       <C>            <C>
OPERATING ACTIVITIES:
  Net income (loss)                                       $   (53,022)   $   109,340
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Depreciation and amortization                           114,290         83,499
      Inventory and accounts receivable write-offs             19,151         11,241
      Deferred income taxes                                    15,000         (4,000)
  (Increase) decrease in:
      Accounts receivable                                     615,178        (66,242)
      Inventories, prepaids and other assets                  333,431       (147,224)
   Increase (decrease) in:
      Accounts payable                                       (601,790)       (14,509)
      Accrued liabilities                                    (156,202)       (56,019)
      Income taxes payable/refundable                         213,000          2,000
                                                          -----------    -----------
   Net Cash Provided By (Used In) Operating Activities        499,036        (81,914)
                                                          -----------    -----------

INVESTING ACTIVITIES:
  Maturities of short-term investments - net                     --          579,191
  Proceeds from sale of assets                                   --            2,225
  Purchases of property, plant and equipment                 (103,172)       (88,067)
                                                          -----------    -----------
    Net Cash Provided By (Used In) Investing Activities      (103,172)       493,349
                                                          -----------    -----------

FINANCING ACTIVITIES:
  Proceeds from stock options exercised                          --            8,480
  Proceeds from (payments on) mortgage loan                    (2,139)        (2,042)
                                                          -----------    -----------
    Net Cash Provided By Financing Activities                  (2,139)         6,438

EFFECT OF EXCHANGE RATE CHANGES                                (2,805)        (3,712)
                                                          -----------    -----------

CASH AND EQUIVALENTS:
  Net increase (decrease)                                     390,920        414,161
  Beginning of year                                         1,351,542      1,395,849
                                                          -----------    -----------
END OF YEAR CASH AND EQUIVALENTS                          $ 1,742,462    $ 1,810,010
                                                          ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:

  Cash paid during the year for:
     Interest                                             $     2,938    $     4,033
     Income taxes, net of refunds                            (209,000)        82,000
</TABLE>

           See accompanying notes to condensed financial statements.

                                       6
<PAGE>
                      AMTECH SYSTEMS, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                      THREE MONTHS ENDED DECEMBER 31, 1998

(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  ("P.R.  Hoffman"),  (collectively,  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   (the
"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, 1998
and September 30, 1998 and the  consolidated  results of its  operations for the
three months ended December 31, 1998 and 1997, and its  consolidated  cash flows
for the three months ended December 31, 1998 and 1997.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  have been condensed or omitted  pursuant to the rules and
regulations of the Commission. These consolidated financial statements should 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, 1998, which are incorporated herein by reference.

         The  consolidated  results of  operations  for the three  months  ended
December 31, 1998, 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,
                                               1998               1998
                                           ------------      -------------
                  Purchased parts and
                   raw material            $  1,142,393      $   1,174,570
                  Work-in-process               292,519            612,646
                  Finished goods                584,422            606,492
                                           ------------      -------------
                  Totals                   $  2,019,334      $   2,393,708
                                           ============      =============
                
                                       7
<PAGE>
(3)      EARNINGS PER SHARE

         EPS were calculated as follows:

                                                Three Months Ended
                                                   December 31,
                                          ----------------------------
                                              1998             1997
                                          -----------      -----------

         Net income (loss)                $   (53,022)     $   109,340

         After-tax amortization
         of contingent goodwill                  --             (8,113)
                                          -----------      -----------

         Income (loss) used in
          in the calculations             $   (53,022)     $   101,227
                                          ===========      ===========
         Weighted average
         Shares
          Common shares                     4,220,702        4,190,456
          Common equivalents
           issuable upon
           exercise of
           warrants and stock
           options(1)                            --            523,383
                                          -----------      -----------
                                            4,220,702        4,713,839
                                          ===========      ===========
         Earnings (Loss)
          Basic                           ($      .01)     $       .02
                                          ===========      ===========

          Diluted                         ($      .01)     $       .02
                                          ===========      ===========
         -------------------
         (1) Number of shares calculated using the treasury stock method and the
                  average  market price during the period.  Options and warrants
                  with an exercise  price greater than the average  market price
                  during  the  period  did  not  enter  into  the   calculation.
                  Additionally, anti-dilutive options and warrants did not enter
                  into the calculation.

(4)      COMPREHENSIVE INCOME

         As of October 1, 1998,  the  Company  adopted  Statement  of  Financial
Accounting Standards ("SFAS") No. 130, "Reporting  Comprehensive  Income".  SFAS
No. 130  establishes  new rules for  reporting and  displaying of  comprehensive
income and its components. SFAS No. 130

                                       8
<PAGE>
requires  foreign  currency  translation  adjustments  to be  included  in other
comprehensive  income. SFAS No. 130 had no effect on the Company's  consolidated
net income or  stockholders'  equity.  Comprehensive  income and  components  of
accumulated   other   comprehensive   income  are  presented  in  the  Condensed
Consolidated Statements of Stockholders' Equity

(5)      RECLASSIFICATIONS

         Certain reclassifications have been made to the amounts for fiscal 1998
to conform to the fiscal 1999 presentation.

                                       9
<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,
                                            ------------------
                                             1998         1997
                                            -----        -----

Net revenue                                 100.0%       100.0%
Cost of product sales                       (76.8)       (69.4)
                                            -----        -----
     Gross profit                            23.2         30.6

Selling, general and
 administrative expenses                    (23.5)       (24.7)
Research and development                     (2.4)        (1.7)
Gain on joint venture                        --           --
                                            -----        -----
     Operating profit                        (2.7)%        4.2%
                                            =====        ===== 


          NET  REVENUE.  The  Company's  net revenue for the three  months ended
December  31,  1998 was  $3,379,000,  a decline of  $682,000,  or 17%,  from net
revenue of $4,061,000 for the corresponding  period of the previous fiscal year.
The decline in revenue was caused by the  continuing  effects of the slowdown in
the semiconductor  industry,  which began to effect operations during the latter
part of fiscal 1998. The revenue of P. R. Hoffman  declined 43%,  accounting for
most of the decline in consolidated  revenue, as that operation was the one most
effected  by  the  slowdown.   Revenue  for  the  diffusion  business  increased
approximately 7%, as the decline in the sales of robotics and Atmoscans was more
than offset by the increase in the sales of furnaces and related parts.

         GROSS PROFIT.  The Company's  gross profit  decreased by  approximately
$458,000  to  $784,000  for the three  months  ended  December  31,  1998,  from
$1,242,000 during the comparable period of the previous fiscal year. The decline
in gross profit was primarily due to the decline in the revenue of P.R. Hoffman,
discussed  above.  All  of  the  Company's  products  and  services  encountered
competitive  pressures on pricing,  which further  eroded gross  profits.  Gross
profit as a percentage  of revenue was 23% in the first  quarter of fiscal 1999,
compared to 31% in the first quarter of fiscal 1998. The gross profit percentage
for all  products was lower in the most recent  quarter  than in the  comparable
period of fiscal 1998 primarily due to competitive pressures on pricing,  caused
by the industry  slowdown.  

                                       10
<PAGE>
The Company  reduced  manufacturing  salaries and wages and other  manufacturing
overhead costs by slightly less than the percentage decline in revenue,  so that
spreading fixed costs over lower sales volume did not  significantly  contribute
to the decline in the gross profit percentage.

          SELLING,  GENERAL AND  ADMINISTRATIVE  EXPENSES.  Due to the  industry
slowdown and the related  decline in revenue,  the Company cut selling,  general
and administrative expenses for the first quarter of fiscal 1999 by $210,000, or
21%,  from the level of such  expenses  incurred in the first  quarter of fiscal
1998.  A  reduction  in  acquisition  activity  and in the  expenses  associated
therewith also contributed to this decline.  Selling, general and administrative
expenses were reduced by approximately the same rate of decrease in consolidated
revenue when  compared to the same  quarter of fiscal 1998,  and amounted to 23%
and 25% of sales  during  the  first  quarter  of  fiscal  years  1999 and 1998,
respectively.

          RESEARCH AND DEVELOPMENT.  Research and development costs increased by
$13,000,  to  $82,000,  during the first  quarter of fiscal  1999,  compared  to
$68,000  during  the  comparable  quarter  of fiscal  1998.  This  increase  was
primarily  attributable  to the stepped up  development  of  improved  models of
existing  products,  such as robotic  loading  systems and the  furnace  control
interface.  Costs of investigating potential new technologies replaced the costs
incurred in fiscal 1998 for the now suspended photo assisted CVD (chemical vapor
deposition) research project.

          OPERATING  PROFIT  (LOSS).  The  $458,000  decline in gross  profit is
primarily attributable to the decline in sales volume discussed above. Expenses,
including research and development, declined $197,000. As a result, an operating
loss of $90,000 was  incurred  during the quarter  ended  December  31,  1998, a
$261,000 decline from the $171,000 operating profit earned during the comparable
period in fiscal 1998.

         Net income includes the operating  profit (loss)  discussed  above, net
interest income and the provision for income taxes.  During the first quarter of
fiscal  1999,  net interest  income was  $10,000,  a decrease of $8,000 from the
$18,000 of net interest income for the corresponding quarter of fiscal 1998. The
decrease in net interest  income is due to having  started the quarter with less
cash and short-term  investments,  as funds were used to finance the increase in
inventories and refundable income taxes during fiscal 1998.  However, by the end
of the first quarter of fiscal 1999,  there was a $391,000 net increase in cash,
which  is  available  for  investment,  due to  reductions  in  inventories  and
receivables and the collection of certain income tax refunds. As a result of the
above factors,  the net loss before income taxes for the first quarter of fiscal
1999 was  $80,000,  compared to income  before  income  taxes of $189,000 in the
first quarter of fiscal 1998.

          NET INCOME  (LOSS).  An income tax benefit of $27,000,  recorded at an
effective tax rate of 34%,  reduced the net loss for the first quarter of fiscal
1999 to $53,000, or $.01 per share. During the first quarter of fiscal 1998, the
Company  recorded income tax expense of $80,000,  reflecting a 42% effective tax
rate,  resulting  in net  income  of  $109,000,  or $.02 per  share.  The  lower
effective  tax rate is  primarily  attributable  to the fact that a  significant
portion  of losses  incurred  during the first  quarter  of fiscal  1999 were in
jurisdictions  that either do not have income taxes or do not permit a carryback
of operating  losses to earlier  periods and  therefore  the tax  benefits  were
offset  by an  increase  to the  valuation  allowance.  Due to  cost  reductions
implemented  during the fourth  quarter of fiscal 1998 and the first  quarter of
fiscal  1999,  the  $53,000  net loss for the first  quarter of fiscal  1999 was

                                       11
<PAGE>

significantly lower than the net losses of $185,000 and $707,000,  for the third
and fourth quarters of fiscal 1998, respectively.

          At December 31, 1998, the order backlog was $5,213,000,  only slightly
lower than the  $5,300,000  backlog at  December  31,  1997.  The  backlog as of
December 31, 1998 was  approximately  $1,100,000  higher than at  September  30,
1998.  Orders are  generally  shipped  within  three to six  months of  receipt.
Accordingly, the order backlog may not be a valid measure of revenue or earnings
for a future period.

LIQUIDITY AND FINANCIAL CONDITION.

          At December 31, 1998, the Company had $1,742,000 of readily  available
liquidity  in the  form of cash  and  cash  equivalents,  compared  to cash  and
equivalents  of $1,352,000  at September 30, 1998, an increase of $390,000.  For
the  first  quarter  of  fiscal  1999,  the  net  loss  plus   amortization  and
depreciation  (i.e. cash flow) was a positive  $61,000.  For these reasons,  the
Company  continues to believe that there is  sufficient  liquidity  for existing
operations.

          At  December  31,  1998,  working  capital was  $4,906,000,  down only
slightly from  $4,994,000,  at September 30, 1998.  The Company's  current ratio
increased to 3.8:1 at the end of the first  quarter of fiscal 1999,  compared to
3:1 at the beginning of that  quarter.  Also, at the end of the first quarter of
fiscal 1999, cash and short-term  investments  comprised 20% of total assets and
stockholders'  equity  accounted  for 75% of total  capitalization.  The Company
believes  that,  despite  recent  losses,  it continues to posses the  financial
strength to plan for future growth, while actively managing the current industry
slowdown.

YEAR 2000 COMPLIANCE

         Many currently  installed  computer  systems and software  products are
coded to accept two digit entries in the date code field. These date code fields
will need to accept four digit  entries to  distinguish  21st century dates from
20th century dates. Any programs that have time-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000.  This could result
in the computer shutting down or performing incorrect computations. As a result,
in a little  less than one year,  computer  systems  and  software  used by many
companies may need to be upgraded to comply with such "Year 2000"  requirements.
Certain of the Company's systems, including information and computer systems and
automated equipment, will be affected by the Year 2000 issue.

         The  Company  is  in  the   process  of   identifying   the   programs,
infrastructure,  and products  that could be affected by the Year 2000 issue and
is developing and  implementing a plan to resolve the problem on a timely basis.
Based on a preliminary,  informal review of the hardware and software components
of its systems and  products,  the  Company  anticipates  that the plan will not
require it to devote a  considerable  amount of internal  resources or otherwise
hire substantial  external  resources to assist with the  implementation of such
plan. The Company  expects that the costs to be incurred by it to deal with this
issue will be not be material,  as many of the issues were  resolved  before the
end of fiscal 1998, through installation of regular software updates provided by
licensors under standard maintenance agreements. The Company does not anticipate
that any problems  encountered  by suppliers and vendors in connection  with the

                                       12
<PAGE>

Year  2000 will  have a  material  adverse  effect  on the  Company's  financial
condition and results of operations.

FORWARD-LOOKING STATEMENTS

         This report on Form 10-Q contains certain  forward-looking  statements.
The   forward-looking   statements   contained   herein  are  based  on  current
expectations  that involve a number of risks and  uncertainties.  Among  others,
these  forward-looking  statements are based on assumptions that (a) the Company
will not lose a  significant  customer or  customers,  (b) the Company  will not
experience  significant further reductions in demand or rescheduling of customer
purchase  orders that have occurred  recently due to equipment  buyers'  caution
resulting from over-capacity for the production of semiconductor chips, (c) that
the Company's  products will remain accepted within their respective markets and
will not be significantly  further replaced by newer technology  equipment,  (d)
that  competitive  conditions  within the Company's  markets will not materially
deteriorate  further,  (e) that the  Company's  efforts  to  integrate  its P.R.
Hoffman subsidiary will continue to progress,  (f) that the Company's efforts to
improve its products and maintain its competitiveness in the markets it competes
will  continue  to  progress  and  that  the  savings   associated   with  these
expenditures  and/or the increased product demand resulting  therefrom justifies
these development  costs, (g) that the Company will be able to retain,  and when
needed, add key technical and management personnel, (h) that business or product
acquisitions,  if any,  will be  successfully  integrated  and  the  results  of
operations  therefrom will support the acquisition price, (i) that the Company's
forecasts will accurately  anticipate  market demand,  (j) that there will be no
material  adverse  changes in the  Company's  exiting  operations,  (k) that the
Company's plan for a reverse stock split will be approved by shareholders at its
1999 Annual  Meeting of  Shareholders  to be held on February 26, 1999, and will
enable the  Company to avoid the  de-listing  of its Common  Stock by the NASDAQ
Small-Cap  Market,  (l) the Company will be able to obtain  sufficient equity or
debt  funding to increase  its capital  resources  by the amount  needed for new
business  or  product  acquisitions,  if any,  (m) the  semiconductor  equipment
industry  will recover from the current  slowdown,  (n) the turmoil in the Asian
markets will not spread to other geographic regions or further deteriorate,  (o)
the Company has or will be able to reduce  costs  sufficiently  to avoid using a
substantial  portion of its current  liquidity to fund  losses,  (p) the Company
will not, either directly or indirectly, incur any material Year 2000 issues and
(q)  that  demand  for  the  Company's   products  will  not  be  adversely  and
significantly   influenced  by  trends  within  the  semiconductor   industries,
including  consolidation  of  semiconductor   manufacturing  operations  through
mergers  and the  subcontracting  out of the  production  of  semiconductors  to
foundries.  Assumptions  related to the foregoing involve judgments with respect
to, among other things, future economic,  competitive and market conditions, 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 the  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, 1998.



                                   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                 Dated: February 16, 1998
            -----------------------------            ---------------------
            Robert T. Hass, Vice-President-Finance and
            (Chief Financial and Accounting Officer)

                                       14

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL  INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF DECEMBER 31, 1998,  AND THE STATEMENT OF OPERATION AND THE STATEMENT
OF CASH FLOW FOR THE THREE  MONTHS  ENDED  DECEMBER 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH QUARTERLY  REPORT ON FORM 10-Q FOR THE QUARTER
ENDED DECEMBER 31, 1998.
</LEGEND>
<MULTIPLIER>                  1,000
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                                   SEP-30-1999
<PERIOD-START>                                                      OCT-01-1998
<PERIOD-END>                                                        DEC-31-1998
<EXCHANGE-RATE>                                                               1
<CASH>                                                                1,742,462
<SECURITIES>                                                                  0
<RECEIVABLES>                                                         2,417,554
<ALLOWANCES>                                                            143,000
<INVENTORY>                                                           2,019,334
<CURRENT-ASSETS>                                                      6,681,542
<PP&E>                                                                2,139,697
<DEPRECIATION>                                                          857,198
<TOTAL-ASSETS>                                                        8,517,014
<CURRENT-LIABILITIES>                                                 1,775,894
<BONDS>                                                                 346,093
                                                    42,207
                                                                   0
<COMMON>                                                                      0
<OTHER-SE>                                                            6,352,820
<TOTAL-LIABILITY-AND-EQUITY>                                          8,517,014
<SALES>                                                               3,378,708
<TOTAL-REVENUES>                                                      3,378,708
<CGS>                                                                 2,594,795
<TOTAL-COSTS>                                                         2,594,795
<OTHER-EXPENSES>                                                              0
<LOSS-PROVISION>                                                         19,151
<INTEREST-EXPENSE>                                                        2,938
<INCOME-PRETAX>                                                        (80,022)
<INCOME-TAX>                                                           (27,000)
<INCOME-CONTINUING>                                                    (53,022)
<DISCONTINUED>                                                                0
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                           (53,022)
<EPS-PRIMARY>                                                             (.01)
<EPS-DILUTED>                                                             (.01)
        

</TABLE>


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