<PAGE>
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 quarterly period ended March 31, 1995
[ ] 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: 0-17995
AMTECH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Texas 75-2216818
(State of Incorporation) (I.R.S. Employer
Identification Number)
17304 Preston Road
Building E-100
Dallas, Texas 75252
(Address of Principal Executive Offices)
(214) 733-6600
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No ___
-----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 28, 1995
- -------------------------------------- ---------------------------------
Common Stock, par value $.01 per share 14,660,420
<PAGE>
INDEX
PART I-FINANCIAL INFORMATION
Page
Number
------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at March 31, 1995
and December 31, 1994 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1995 and 1994 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II-OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 10
2
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
ASSETS -------------- -----------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $31,570 $14,217
Short-term marketable securities 11,216 35,695
Accounts receivable, net of allowance for
doubtful accounts of $251,000 in 1995
and $209,000 in 1994 9,233 6,089
Accounts receivable from related parties 1,019 1,349
Inventories (Note 2) 8,527 8,199
Deferred income taxes 1,306 1,060
Prepaid expenses 481 425
------ ------
Total current assets 63,352 67,034
Property and equipment, at cost 18,237 16,166
Accumulated depreciation (7,852) (7,281)
------ ------
10,385 8,885
Deferred income taxes 1,578 1,810
Goodwill, net (Note 3) 4,039 --
Other assets 2,568 2,893
------ ------
$81,922 $80,622
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,684 $ 1,607
Accrued expenses 2,598 1,869
------ ------
Total current liabilities 5,282 3,476
Deferred license revenues 1,569 1,810
Contingencies (Note 4)
Stockholders' equity:
Preferred stock, $1 par value, 10,000,000 shares
authorized; none issued -- --
Common stock, $.01 par value, 30,000,000 shares
authorized; shares issued and outstanding:
14,636,420 in 1995 and 14,599,283 in 1994 146 146
Additional paid-in capital 75,322 75,086
Unrealized loss on marketable securities (339) (411)
Retained earnings (accumulated deficit) (58) 515
------ ------
Total stockholders' equity 75,071 75,336
------ ------
$81,922 $80,622
====== ======
</TABLE>
See accompanying notes.
3
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31
--------------------
1995 1994
--------- --------
<S> <C> <C>
Sales $13,935 $18,959
Operating costs and expenses:
Cost of sales 9,373 8,328
Research and development 1,642 1,515
Marketing, general and administrative 3,689 3,743
------- -------
14,704 13,586
------- -------
Operating income (loss) (769) 5,373
Interest income 453 310
------- -------
Income (loss) before income taxes (316) 5,683
Provision (benefit) for income taxes (36) 2,003
------- -------
Net income (loss) $ (280) $ 3,680
======= =======
Earnings (loss) per share (Note 1) $ (0.02) $ 0.25
======= =======
Shares used in computing earnings (loss) per share 14,704 14,893
======= =======
</TABLE>
See accompanying notes.
4
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31
--------------------
1995 1994
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (280) $ 3,680
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Depreciation and amortization 729 766
Deferred income taxes 15 534
Tax benefit from exercise of stock options 36 1,445
Change in assets and liabilities:
(Increase) decrease in accounts receivable (1,496) 224
(Increase) decrease in inventories 212 (1,227)
(Increase) decrease in prepaid expenses (302) 1
Decrease in other assets 528 222
Increase (decrease) in current liabilities 373 (517)
Decrease in deferred license revenues (241) (242)
------- -------
Total adjustments (146) 1,206
------- -------
Net cash provided (used) by
operating activities (426) 4,886
Cash flows from investing activities:
Purchases of property and equipment (571) (897)
Purchase of Cotag International Limited (5,774) -
Increase in other assets (52) (175)
Purchases of marketable securities - (4,021)
Sales and maturities of marketable securities 24,324 9,244
------- -------
Net cash provided by investing activities 17,927 4,151
Cash flows from financing activities:
Proceeds from issuances of common stock 147 224
Payment of cash dividends (293) (292)
------- -------
Net cash used by financing activities (146) (68)
Effect of exchange rate changes on cash and cash equivalents (2) -
------- -------
Increase in cash and cash equivalents 17,353 8,969
Cash and cash equivalents, beginning of period 14,217 22,366
------- -------
Cash and cash equivalents, end of period $31,570 $31,335
======= =======
</TABLE>
See accompanying notes.
5
<PAGE>
AMTECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying financial statements, which should be read in conjunction
with the audited consolidated financial statements included in the Company's
1994 Annual Report to Shareholders and Form 10-K, are unaudited but have been
prepared in the ordinary course of business for the purpose of providing
information with respect to the interim periods. The Condensed Consolidated
Balance Sheet at December 31, 1994 was derived from the audited Consolidated
Balance Sheet at that date which is not presented herein. Management of the
Company believes that all adjustments necessary for a fair presentation for such
periods have been included and are of a normal recurring nature. The results of
operations for the three-month period ended March 31, 1995 are not necessarily
indicative of the results to be expected for the full year.
Earnings per share is computed based on the weighted average number of
shares of common stock and dilutive common equivalent shares outstanding.
2. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, 1995 December 31, 1994
-------------- -----------------
<S> <C> <C>
Raw materials $4,751,000 $4,486,000
Work in process 2,467,000 2,168,000
Finished goods 1,309,000 1,545,000
---------- ----------
$8,527,000 $8,199,000
========== ==========
</TABLE>
3. Acquisition
In late January 1995, the Company purchased all of the stock of Cotag
International Limited for approximately $5,800,000, including acquisition
expenses. Cotag is located in Cambridge, England and manufactures radio
frequency electronic identification security systems for hands-free personnel
and vehicle access control and other related applications. The results of
operations for Cotag are included in the consolidated financial statements of
the Company beginning February 1, 1995. The acquisition of Cotag resulted in
goodwill of approximately $4,100,000, which is being amortized over ten years.
6
<PAGE>
4. Contingencies
In October 1992, the Company filed suit against AT/Comm Incorporated, one of
the Company's competitors in certain markets, in federal district court for the
Northern District of Texas, Dallas Division. The suit currently alleges unfair
competition and requests an affirmative determination that the Company's
technology and products do not infringe on certain patents held by AT/Comm.
AT/Comm subsequently filed claims against the Company, which do not request any
specific damage amounts, alleging unfair competition and similar claims and
patent infringement. In October 1994, the court ruled that the Company's radio
frequency rail car identification products do not infringe two AT/Comm patents.
Two Company motions for summary judgment, which seek to dismiss AT/Comm's claims
relating to an AT/Comm patent covering certain read/write electronic toll
collection systems and alleged unfair competition, are still pending. The
Company believes the remaining pending claims asserted against it are without
merit and intends to vigorously defend against them.
In December 1994, the Company agreed to provide up to approximately
$2,300,000 in convertible debt and equity financing to WaveLink Technologies,
Inc. of Ontario, Canada that will result in an ownership of up to 75% of
WaveLink's equity, assuming eventual full conversion of the convertible debt by
the Company. WaveLink and certain of its employees are the subject of a
$7,800,000 suit brought by Teklogix, Inc., their former employer. The suit
alleges improper use of confidential information, theft of technology,
misappropriation of business opportunities and similar improprieties. WaveLink
has denied any wrongdoing by it or its employees and has advised the Company
that it intends to vigorously defend the litigation.
While the final outcome of these matters cannot be predicted with certainty,
the Company believes that the final resolution of these matters will not have a
material adverse effect on the consolidated financial position of the Company.
7
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales for the three months ended March 31, 1995 decreased $5,024,000 or 26%
from the comparable period in 1994. Shipments to the rail industry decreased
from $13,553,000 to $2,669,000, primarily as a result of the substantial
completion in mid-1994 of tag deliveries for the implementation of the
Association of American Railroads' mandated standard for automatic equipment
identification. Sales volumes of the Company's products and services for the
electronic toll and traffic monitoring (ETTM) sector of its markets increased,
primarily as a result of revenues of approximately $4,150,000 recognized in the
March 1995 quarter from a system integration services contract. The sales of
Cotag International Limited ("Cotag"), which was acquired by the Company in late
January 1995, were included in the Company's consolidated financial statements
beginning in February 1995.
Cost of sales for the three months ended March 31, 1995 increased $1,045,000
or 13% from the comparable period in 1994. Gross profit as a percentage of
sales decreased from 56% for the first quarter of 1994 to 33% for the first
quarter of 1995. This decrease was primarily due to a reduction in the
percentage of sales attributable to the Company's manufactured products. The
business mix for 1995 continues to trend toward lower margin systems integration
project work in the ETTM market.
Research and development expenses for the three months ended March 31, 1995
increased $127,000 or 8% from the comparable period in 1994. The increase was
primarily attributable to joint venture expenditures funded by the Company and
the inclusion of Cotag's expenses beginning in February 1995. These increases
were partially offset by research and development expenditures included in cost
of sales relating to software development costs associated with the installation
of customer projects. The Company expects to spend increasing amounts for new
research and development initiatives, such as its investment in WaveLink
Technologies, Inc. ("WaveLink"), and to commit the necessary resources required
by Cotag.
Marketing, general and administrative expenses for the three months ended
March 31, 1995 decreased $54,000 or 1% from the comparable period in 1994. The
decrease was primarily attributable to a decrease in outside consultant costs to
pursue and support new business opportunities. This decrease was partially
offset by the inclusion of Cotag's expenses beginning in February 1995.
Interest income increased to $453,000 for the three months ended March 31,
1995 from $310,000 for the comparable period in 1994. This was primarily
attributable to an increase in interest rates on the Company's cash investments
in the first quarter of 1995 as compared to the rates in effect for the same
period in 1994. In addition, during the first quarter of 1994 certain of the
Company's cash investments in short-term U.S. government agency funds were
adjusted to current market values. The rise in interest rates during the 1994
first quarter created a decline in the total return for these funds for 1994
when compared to the 1995 period.
The income tax benefit as a percentage of the loss before taxes was 11% for
the quarter ended March 31, 1995. The primary difference between the statutory
and effective tax rates is the effect of unbenefitted foreign losses.
As a result of the foregoing, the Company experienced a net loss of $280,000
for the three months ended March 31, 1995 as compared to net income of
$3,680,000 for the comparable period in 1994. As previously reported by the
Company, management anticipates a net loss of between ($0.10) to ($0.30) per
share for calendar year 1995.
8
<PAGE>
Liquidity and Capital Resources
At March 31, 1995 the Company's principal source of liquidity consisted of
cash and cash equivalents of $31,570,000 and marketable securities of
$11,216,000.
In December 1994, the Company entered into an agreement to provide up to
approximately $2,300,000 of debt and equity financing to WaveLink Technologies,
Inc., a new Canadian enterprise developing a product line for the radio
frequency data collection market. Approximately $500,000 had been advanced as
of March 31, 1995.
The Company expects to invest up to $3,300,000 in 1995 in various property and
equipment, a substantial amount of which is required by WaveLink and Cotag.
The Company believes that cash flows from operations and existing cash
investments will be sufficient to meet the capital requirements for the current
businesses for at least the next two years. The Company will finance additional
acquisitions, if any, by the most attractive alternative available, which could
be the utilization of cash reserves or the issuance of debt or equity
securities.
9
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The information set forth under Part I, Notes to Condensed Consolidated
Financial Statements, Note 4 is incorporated herein by reference.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on April 21, 1995. At
this meeting, the shareholders elected as directors of the Company, G. Russell
Mortenson, Gary J. Fernandes, Robert M. Gintel, Elmer W. Johnson, Jeremy A.
Landt, James S. Marston, and Antonio R. Sanchez, Jr. The tabulation of the
votes with respect to the election of directors is as follows:
<TABLE>
<CAPTION>
Nominee Shares For Shares Withheld
------- ---------- ---------------
<S> <C> <C>
G. Russell Mortenson 12,808,756 301,733
Gary J. Fernandes 12,859,288 251,201
Robert M. Gintel 12,862,425 248,064
Elmer W. Johnson 12,861,025 249,464
Jeremy A. Landt 12,805,743 304,746
James S. Marston 12,860,275 250,214
Antonio R. Sanchez, Jr. 12,822,088 288,401
</TABLE>
The shareholders approved the adoption of the Amtech Corporation 1995 Long-
Term Incentive Plan. The tabulation of the votes with respect to the approval
of the Plan is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 9,881,663
Against 2,030,304
Abstain 97,447
Non-Votes 1,101,075
</TABLE>
The shareholders ratified the selection of Ernst & Young LLP as independent
auditors for the year ending December 31, 1995. The tabulation of the votes
with respect to the ratification is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 12,869,627
Against 160,694
Abstain 80,168
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) The Company filed a Form 8-K report on January 11, 1995, relating to
the Company's debt and equity investment in WaveLink Technologies,
Inc.
The Company filed a Form 8-K report on February 16, 1995, relating to
the Company's acquisition of Cotag International Limited.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
AMTECH CORPORATION
(Registrant)
Date: May 12, 1995 By: /s/Steve M. York
-------------------------------------
Steve M. York
Senior Vice President, Chief Financial
Officer, and Treasurer
(Principal Financial Officer and
Duly Authorized Officer)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 31,570
<SECURITIES> 11,216
<RECEIVABLES> 10,503
<ALLOWANCES> 251
<INVENTORY> 8,527
<CURRENT-ASSETS> 63,352
<PP&E> 18,237
<DEPRECIATION> 7,852
<TOTAL-ASSETS> 81,922
<CURRENT-LIABILITIES> 5,282
<BONDS> 0
<COMMON> 146
0
0
<OTHER-SE> 74,925
<TOTAL-LIABILITY-AND-EQUITY> 81,922
<SALES> 9,672
<TOTAL-REVENUES> 13,935
<CGS> 5,294
<TOTAL-COSTS> 9,373
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (316)
<INCOME-TAX> (36)
<INCOME-CONTINUING> (280)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (280)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
