<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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-10938
SEMX CORPORATION
(Name of Business Issuer in its charter)
Delaware 13-3584740
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1 LABRIOLA COURT, ARMONK, NY 10504
(Address of principal executive offices, including zip code)
(914) 273-5500
(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.
(1) Yes [X] No [ ]
(2) Yes [X] No [ ]
The number of shares outstanding of the Registrant's sole class of common
stock, as of May 10,2000 was 6,116,741 shares.
<PAGE>
TABLE OF CONTENTS
Page No
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Accountant's Review Report 3
Consolidated Balance Sheets at
March 31, 2000 and December 31, 1999. 4
Consolidated Statements of Operations for the three
months ended March 31, 2000 and 1999. 5
Consolidated Statements of Cash Flows
for the three months ended March 31, 2000
and 1999. 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-14
PART II OTHER INFORMATION 15
Signatures 15
FORWARD LOOKING INFORMATION
Portions of the narrative set forth in this document that are not historical in
nature are forward looking statements. These forward-looking statements speak
only as of the date of this document, and the Company expressly disclaims any
obligation or undertaking to publicly release any updates or revisions to any
forward-looking statements contained herein. The Company's actual performance
may differ materially from that contemplated by the forward looking statements
as a result of a variety of factors that include, but are not limited to, the
general economic or business climate, business conditions of the microelectronic
and semiconductor markets and the automotive and communications industry which
the Company serves and the economic volatility in geographic markets, such as
Asia.
2
<PAGE>
ACCOUNTANT'S REVIEW REPORT
To the Board of Directors
SEMX Corporation
We have reviewed the accompanying consolidated balance sheet of SEMX Corporation
and Subsidiaries as of March 31, 2000, and the related consolidated statements
of income, and cash flows for the three-month period then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the consolidated financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
April 18, 2000
3
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEMX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
(Unaudited)
-------- --------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 252 $ 416
Accounts receivable, less allowance for doubtful accounts
of $484 and $656, respectively 9,234 7,700
Inventories 5,990 5,903
Prepaid expenses and other current assets 1,052 1,024
Deferred income tax assets 999 999
-------- --------
TOTAL CURRENT ASSETS 17,527 16,042
-------- --------
Property, Plant and Equipment-at cost, net of accumulated depreciation
and amortization of $19,393, and $18,309, respectively 35,842 34,837
-------- --------
Other Assets-net of accumulated amortization
Goodwill 8,470 8,573
Technology rights and intellectual property 879 897
Other 991 1,139
-------- --------
TOTAL OTHER ASSETS 10,340 10,609
-------- --------
TOTAL ASSETS $ 63,709 $ 61,488
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 5,181 $ 4,262
Accrued expenses 2,186 2,544
Income taxes payable 169 589
Current portion of long-term debt and short term obligations 4,169 1,893
Current portion of obligations under capital leases 2,433 2,541
-------- --------
TOTAL CURRENT LIABILITIES 14,138 11,829
-------- --------
Deferred income tax liabilities 2,359 2,431
Long-term debt 8,716 9,255
Obligations under capital leases 3,561 4,080
-------- --------
TOTAL LIABILITIES 28,774 27,595
-------- --------
Commitments and Contingencies
Minority Interest in Subsidiary 1,373 1,329
-------- --------
Shareholders' Equity:
Preferred stock-$.10 par value;authorized 1,000,000 shares, none issued -- --
Common stock-$.10 par value; authorized 20,000,000
shares, issued 6,451,341 and 6,396,241 shares, respectively 645 640
Additional paid-in-capital 28,521 28,296
Accumulated other comphrehensive loss (686) (611)
Retained earnings 5,294 4,451
-------- --------
33,774 32,776
Less: Treasury stock: 334,600 shares at cost (212) (212)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 33,562 32,564
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 63,709 $ 61,488
======== ========
</TABLE>
See Notes to Consolidated Financial Statements
page 4
<PAGE>
SEMX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Revenue:
Net sales $ 12,016 $ 10,925
Service revenue 4,427 3,968
----------- -----------
TOTAL REVENUE 16,443 14,893
----------- -----------
Cost of goods sold and services performed:
Cost of goods sold 7,694 7,351
Cost of services performed 3,518 3,171
----------- -----------
TOTAL 11,212 10,522
----------- -----------
GROSS PROFIT 5,231 4,371
Selling, general and administrative expense 3,543 3,299
----------- -----------
OPERATING INCOME 1,688 1,072
Gain on sale of connector business -- 8,430
Interest expense - net (381) (700)
----------- -----------
Income before provision for income
taxes and minority interest 1,307 8,802
Provision for income taxes 442 4,657
----------- -----------
Income before minority interest 865 4,145
Minority interest (22) 8
----------- -----------
NET INCOME $ 843 $ 4,153
=========== ===========
Earnings per common share:
BASIC $ .14 $ .69
DILUTED $ .13 $ .69
Weighted average number of common shares outstanding:
BASIC 6,078,920 6,041,016
DILUTED 6,551,481 6,042,178
</TABLE>
See Notes to Consolidated Financial Statements
page 5
<PAGE>
SEMX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 843 $ 4,153
Adjustments to reconcile net income to net
Cash provided by operating activities:
Gain on sales of connector business -- (8,430)
Depreciation and amortization of property and equipment 1,316 1,272
Other amortization 141 189
Deferred income taxes (72) 4,933
Minority interest 22 (9)
Changes in operating assets and liabilities:
Increase in accounts receivable (1,577) (873)
Increase in inventory (105) (534)
(Increase) decrease in prepaid expenses and
other current assets (29) 60
Increase (decrease) in accounts payable 962 (17)
Decrease in accrued expenses (326) (424)
Decrease in income taxes payable (429) --
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 746 320
-------- --------
Cash flows from investing activities:
Purchase of property and equipment (2,566) (345)
Proceeds from sale of connector business -- 22,191
(Increase) decrease in other assets 180 (84)
-------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (2,386) 21,762
-------- --------
Cash flows from financing activities:
Proceeds from exercise of stock options 225 --
Proceeds from long-term debt 424 --
Proceeds (payments) under revolving credit 1,744 (6,141)
Payments under capital leases (625) (814)
Payments under long term debt (278) (15,284)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,490 (22,239)
-------- --------
Effect of exchange rate change on cash (14) (48)
Net decrease in cash (164) (205)
Cash at beginning of period 416 1,141
-------- --------
Cash at end of period $ 252 $ 936
======== ========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITY:
Machinery and equipment, net of trade-in, acquired under capital leases $ -- $ 658
</TABLE>
See Notes to Consolidated Financial Statements
page 6
<PAGE>
SEMX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of SEMX Corporation
("SEMX") and its wholly and majority owned subsidiaries. As used herein, the
term "Company" refers to SEMX, its predecessors and its subsidiaries unless the
context indicates otherwise. The Consolidated Balance Sheet at March 31, 2000
and the Consolidated Statements of Operations and Cash Flows for the three
months ended March 31, 2000 and 1999, have been prepared by the Company and are
unaudited. In the opinion of management, the financial statements reflect all
adjustments necessary to present fairly the results for the interim periods.
Such results are not necessarily indicative of results to be expected for the
year. The Consolidated Balance Sheet at December 31, 1999 has been derived from
the audited financial statements at that date. These financial statements should
be read in conjunction with the Company's Annual Report on Form 10-K for the
year ended December 31, 1999. The financial statements included herein for the
three months ended March 31, 2000 have been reviewed in accordance with
statement on Auditing Standards No. 71 by the Company's independent accountants.
The comparative financial statements for December 31, 1999 have been
reclassified to conform to the current period's presentation.
NOTE 2. EARNINGS PER SHARE
Basic earnings per share are computed based on the weighted average number of
common shares outstanding during the period. Diluted earnings per share gives
effect to all dilutive potential common shares outstanding during the period.
Potential dilutive common shares include shares issuable upon exercise of the
Company's stock options.
NOTE 3. DISPOSITIONS
In February 1999, the Company sold its connector businesses, Retconn
Incorporated ("Retconn") and ST Electronics, Inc. ("ST") to Litton Corporation
("Litton"). Litton acquired the specified assets and assumed certain liabilities
of Retconn and ST, as defined in the purchase agreement, in consideration for a
cash payment to the Company of $23,871. The liabilities assumed by Litton
amounted to approximately $3,500. The purchase price was subject to adjustment
for changes in Retconn's closing date balance sheet and in December, 1999 the
Company paid Litton $320 in settlement of the final purchase price adjustment In
addition, the Company is prevented from directly competing in the connector
business for a period of three years. The Company recorded a pretax gain of
$8,430 on the transaction.
7
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NOTE 4. INVENTORY
Inventories consisted of the following:
March 31, December 31,
2000 1999
(unaudited)
-------- ---------
Precious Metals $ 1,270 $ 1,243
Non Precious Metals 4,720 4,660
-------- ---------
$ 5,990 $ 5,903
-------- ---------
Inventories, which consist principally of work-in-process inventory, include raw
materials, labor and manufacturing expenses and are stated at the lower of cost,
determined by the first-in, first-out method, or market.
NOTE 5. COMPREHENSIVE INCOME
The components of the Company's total comprehensive income were:
Three Months Ended
---------------------
March 31, March 31,
2000 1999
------ --------
Net income $ 843 $ 4,153
Foreign currency translation adjustments, (75) (84)
net of taxes
------ --------
Total Comprehensive Income $ 768 $ 4,069
====== ========
NOTE 6 SEGMENT INFORMATION
The Company operates primarily in two industry segments, the Materials
Group and the Services Group. The tables below present information about
reported segments:
Corporate and
Quarter Ended Materials Services Reconciling Consolidated
March 31, 2000 Group Group Items Total
--------------------------------------------------
Revenue $ 12,016 $ 4,427 $ -- $ 16,443
Cost of goods sold and
services performed 7,694 3,518 -- 11,212
--------------------------------------------------
Gross profit 4,322 909 -- 5,231
Operating expenses 2,590 953 -- 3,543
--------------------------------------------------
Income (loss) from operations $ 1,732 $ (44) $ -- $ 1,688
==================================================
Segment assets $ 65,479 $ 36,841 $(38,611) $ 63,709
--------------------------------------------------
8
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Capital expenditures $ 1,679 $ 887 $ -- $ 2,566
==================================================
Depreciation expense $ 670 $ 646 $ -- $ 1,316
==================================================
Corporate and
Quarter Ended Materials Services Reconciling Consolidated
March 31, 1999 Group Group Items Total
--------------------------------------------------
Revenue $ 10,925 $ 3,968 $ -- $ 14,893
Cost of goods sold and
services performed 7,351 3,171 -- 10,522
--------------------------------------------------
Gross profit 3,574 797 -- 4,371
operating expenses 2,330 969 -- 3,299
--------------------------------------------------
Income (loss) from operations $ 1,244 $ (172) $ -- $ 1,072
==================================================
Segment assets $ 66,878 $ 35,475 $(41,768) $ 60,585
Capital expenditures $ 317 $ 28 $ -- $ 345
==================================================
Depreciation expense $ 636 $ 636 $ -- $ 1,272
==================================================
9
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NOTE 7. SUBSEQUENT EVENTS
On April 10, 2000, the Company's Polese subsidiary completed the
acquisition of the assets of Advanced Packaging Concepts ("APC") located in
Vista, CA. Polese Company acquired the assets and assumed selected liabilities
of APC for $1,000 in cash which was financed by a $1,000 interim term loan
through the Company's Bank. In addition, associated intellectual property rights
were acquired for approximately 95,000 shares of restricted SEMX common stock,
valued at $1,000. APC manufactures ceramic packages for the wireless markets.
The Company is planning to integrate APC's processes into Polese Company's
existing facilities.
On May 1, 2000, the Company's Polese subsidiary purchased the technology
and assets of Engelhard Corporation's ("Engelhard") electroless gold plating
business in Anaheim, CA for total cash consideration of $317. Electroless gold
plated deposits satisfy manufacturing requirements for wire bonding,
die-attachment and corrosion resistance, but eliminate many of the design
restrictions brought about by conventional electrolytic gold plating. Polese
Company will continue electroless gold plating operations in Engelhard's
Anaheim, CA facility until the planned relocation of the business to Polese
Company's existing facilities in July 2000.
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS First Quarter 2000 compared to First Quarter 1999
REVENUE:
Total revenue for the first quarter, 2000 of $16,443,000, increased $1,550,000
or 10.4% as compared to the first quarter 1999. First quarter 1999 included
sales of $2,122,000 from its connector business, ("Retconn") through the
February 1999 disposition date. Excluding Retconn sales for all periods
presented, total revenue for the first quarter 2000 increased $ 3,672,000 or
28.7%.
Excluding Retconn, the Materials Groups first quarter 2000 sales of $12,016,000
increased $3,213,000, or 36.5%, from the first quarter 1999. Polese Company's
first quarter 2000 sales increased by $2,076,000, or 36.5% as compared to the
prior year period. Polese sales have increased due to improved sales of
microprocessor lids, cellular base station heat dissipation products and the
introduction of new products. SPM's first quarter 2000 sales increased by
$1,137,000 or 36.6% as compared to the comparable 1999 period. The increase in
SPM's first quarter 2000 sales was primarily due to increased sales of gold
wire.
The Company's Services Group first quarter 2000 revenues increased $459,000 or
11.6% as compared to the first quarter 1999. The Services Group revenue increase
was the result of an increase in the demand for reclaimed wafers The Service
Group's first quarter 2000 revenue from ASP's U.S. and European operations
increased a total of $200,000, or 6.0 % as compared to the comparable 1999
period. Revenue from International Semiconductor Products Pte. Ltd ("ISP") for
the first quarter 2000 increased by $259,000 or 42.2% over the comparable 1999
period.
Direct sales of the Company's products into foreign markets as a percentage
of consolidated revenue during the first quarter 2000 was 27%, as compared to 18
% for the first quarter 1999. The Company currently maintains foreign
manufacturing operations in the Netherlands ("ASP B.V."), in Morocco,
Semiconductor Materials S.A. R. L. ("S.A.R.L."), in Malaysia, SPM(M) SDN.BHD
("SPM(M)") and in Singapore, ISP. During the first quarter 2000, the Company
derived revenue from ASP B.V. of $895,000, from S.A.R.L. of $185,000, from
SPM(M) of $114,000, and from ISP of $876,000. Foreign sales made through
the Company's domestic operations are made through foreign manufacturer's
representatives and are priced and paid for in U.S. dollars. Sales for ASP B.V.,
S.A.R.L., SPM(M) and ISP are conducted in the local currencies of Dutch
Guilders, Dirhams, Ringits and Singapore Dollars, respectively, and account for
12.6% in first quarter 2000.
The Company's consolidated backlog as of March 31, 2000 was $ 24,692,000
compared to backlog of $19,654,000 at March 31, 1999 and $17,184,000 at December
31, 1999. The Polese backlog which was $8,117,000 at the end of 1999, has
improved to $14,484,000 as of March 31, 2000. The backlogs for ASP and SPM have
increased $829,000 and $153,200 respectively, since March 31, 1999. The Company
expects the consolidated backlog to remain strong for the remainder of 2000.
GROSS PROFIT:
Gross profit of $5,231,000 for the first quarter 2000 increased $860,000, or
19.7% , from the first quarter 1999. Excluding Retconn from all periods
presented, first quarter 2000 gross profit increased by $1,568,000, or 42.8%
from the comparable 1999 period. The Materials Group's
11
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(excluding Retconn in all periods) first quarter 2000 gross profit of $4,322,000
increased $1,456,000 or 50.8% compared to the first quarter 1999. The Materials
Group's (excluding Retconn in all periods) gross profit increases primarily
reflected the increased sales and generated improvements in gross margins from
32.7% in last years first quarter to 36% for the first quarter 2000. The Service
Group's first quarter 2000 gross profit of $909,000 increased $112,000 or 14.1%
as compared to the comparable periods in 1999 primarily due to an increase in
sales. The Services Groups first quarter 2000 gross margin of 20.5% increased
slightly from the first quarter 1999 gross margin of 20.1%.
SELLING, GENERAL AND ADMINISTRATIVE:
Selling, general and administrative ("SG&A") expenses in the first quarter 2000
increased $244,000, or 7.4% from the comparable 1999 period. The increase in
SG&A during the first quarter 2000 was primarily due to increased sales. SG&A
expenses as a percentage of revenue decreased from 22.2 % in the first quarter
1999 to 21.5% for the first quarter 2000.
GAIN ON SALE OF CONNECTOR BUSINESS
Income before Provision for Income Taxes and Minority Interest for the first
quarter 1999 include a gross gain on the sale of the Company's Connector
Business on February 19, 1999 of $8,430,000.
INTEREST EXPENSE (NET):
Net interest expense for the first quarter 2000 decreased $319,000 from the
first quarter 1999. The decrease in net interest expense is due to reduced debt
levels from February 19, 1999 forward due to the principal repayments from
proceeds from the sale of the Connector business and lower borrowing rates.
PROVISION FOR INCOME TAXES:
A provision of $442,000 for income taxes has been recorded for the first quarter
2000 as compared a provision of $4,657,000 for the first quarter 1999. The
provision for the first quarter 1999 includes a provision of $4,527,000
associated with the gain on the sale of the Connector business.
MINORITY INTEREST:
In the three month periods ended March 31, 2000 and 1999, the Company has
excluded from net income, income of $22,000 and a loss of $8,000 respectively,
associated with ISP, net of tax. The Company has a 50.1% interest in the joint
venture and has accordingly, excluded 49.9% of ISP's net operations from its
consolidated net income.
NET INCOME:
As a result of the above, net income of $843,000 for the first quarter 2000
decreased by $3,310,000 from the first quarter 1999. Excluding an after tax gain
on the sale of the Connector business of $3,903,000 in the first quarter 1999,
net income from continuing operations increased by $593,000 for the first
quarter 2000.
YEAR 2000
The year 2000 (Y2K) problem was a potential issue for the Company since many
computer programs and some pieces of computer hardware had manipulated and
stored dates as a two-digit field and were unable to recognize dates past
December 31, 1999. During 1999, the Company replaced non-compliant hardware,
installed new manufacturing enterprise computer software systems at SPM and
installed software upgrades that are year 2000 compliant at its other locations.
The Company completed the installation and testing of these new systems and
upgrades by the end of 1999. The Company
12
<PAGE>
experienced no known problems upon the changeover to the year 2000 with any of
its internal systems or external interfaces with suppliers and customers.
LIQUIDITY AND CAPITAL RESOURCES
General
To support the Company's growth the Company has historically made significant
capital expenditures to support its facilities and manufacturing processes as
well as working capital needs. The Company has financed its capital needs
through cash flow from operations, its line of credit facilities, term loans
from banks, other bank financing including gold consignment supply agreements,
and capital leases.
Summary of 2000 Activity
At March 31, 2000, the Company had cash and cash equivalents of $252,000
and had an available balance on its revolving credit facility of $375,000 as
compared to $936,000 and $200,000 respectively at March 31, 1999.
Net cash provided by operating activities in the first quarter 2000 amounted to
$746,000 as compared to $320,000 in the first quarter 1999. Cash provided by
operations increased compared to the first quarter 1999 principally as a result
of first quarter 2000 operating income and working capital changes.
Cash used by investing activities amounted to $2,386,000 in the first quarter
2000. On February 19, 1999 the Company completed the sale of its Connector
business and realized cash proceeds of $22,191,000. During the three months
ended March 31, 2000 and 1999, the Company invested $2,566,000 and $ 345,000,
respectively, in property and equipment. This investment excludes $658,000 in
the 1999 period for equipment acquired under capital leases.
Net Cash provided by financing activities amounted to $ 1,490,000 in the first
quarter 2000 as compared to cash used of $ 22,239,000 during the 1999 period.
During the first quarter 2000 the Company repaid $278,000 under a Bank term loan
facility and borrowed $1,744,000 under its Bank revolving line of credit. In
addition, the Company made payments of $ 625,000 under capital lease
obligations.
Factors Affecting Future Liquidity
On November 1, 1999 the Company entered into a Revolving Credit, Term Loan and
Security Agreement with PNC Bank. The Credit Facility replaced the existing
revolving credit and interim term loan facilities which the Company had with
First Union and Fleet. The Credit Facility, which has a three year term,
consists of a formula based $8,500,000 revolving credit facility and a
$6,234,000 term loan which are secured by substantially all of the Company's
domestic assets. Revolving credit facility availability of up to S$5,000,000
Singapore dollars (approximately $3,000,000 US) is reserved for issuance of a
standby letter of credit in support of the Company's continuing guarantee of
ISP's debt. The interest rate on revolving credit borrowings are, at the
Company's option, based on either the prime rate or a floating Eurodollar rate
plus a margin of 2.75%. At the Company's option, the term loan interest rate is
based on
13
<PAGE>
either prime plus 0.5% or a floating Eurodollar rate plus a margin of 3.0%.
Principal payments under the $6,234,000 term loan are due in equal monthly
installments of $74,214 over the three-year term. Full payment of any
outstanding debt on the term loan is due on October 31, 2002.
The Company has guaranteed S$5,000,000 Singapore dollars (approximately
$3,000,000 US) of the debt of its 50.1% owned Singapore operation ISP. The
guarantee was secured by a standby letter of credit of up to S$5,000,000
Singapore dollars issued by PNC Bank in favor of ISP's lenders. In the event of
default, as defined by ISP's lending agreements, ISP's bank could draw down the
S$5,000,000 standby letter of credit provided by the Company's Bank
In December 1996, the Company entered into a consignment agreement (the
"Gold Consignment Agreement") with Fleet Precious Metals ("FPM") which, as
amended expires June 30, 2000. The Company is presently negotiating a new Gold
Consignment Agreement with FPM. Under the Gold Consignment Agreement, the
Company purchases gold used in its manufacturing of materials. The Gold
Consignment Agreement provides for gold on consignment not to exceed the lesser
of 5,000 troy ounces of gold or gold having a market value of $1,870,000. The
Gold Consignment Agreement requires the Company to pay a consignment fee of 5.5%
per annum based upon the value of all gold consigned to the Company.
In conjunction with the Company's acquisition of Polese Company on May 27, 1993,
the Company acquired from Frank J. Polese, the former sole shareholder of Polese
Company, all of the rights, including a subsequently issued patent, for certain
powdered metal technology and its application to the electronics industry. For a
period of ten years from May 1993, Mr. Polese has the right to receive 10% of
(i) the pre-tax profit from the copper tungsten product line, after allocating
operating costs and (ii) the proceeds of the sale, if any, by the Company of the
powdered metal technology. During the first quarter 2000, the Company charged
against operations a total of $92,000 under this agreement.
On December 18, 1997, the Board of Directors authorized the Company to
repurchase up to $2,000,000 of SEMX common stock on the open market. Repurchased
shares will be held as Treasury shares and may be reissued in the future or may
be reissued pursuant to the Company's stock option programs. During 1998 the
Company had repurchased 34,600 shares at a cost of $212,000. The Company has
suspended the repurchase of any further stock at this time.
The Company continually seeks to broaden its product lines by various means,
including through acquisitions. The Company intends to pursue only those
acquisitions for which it will be able to arrange the necessary financing by
means of the issuance of additional equity, the use of its cash or, through bank
or other debt financing.
14
<PAGE>
PART II OTHER INFORMATION
None
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.
SEMX CORPORATION
Date: May 15, 2000 By: /s/ Gilbert D. Raker
Name: Gilbert D. Raker
Title: Chairman of the Board
and Chief Executive Officer
Date: May 15, 2000 By: /s/ Mark A. Koch
Name: Mark A. Koch
Title: Controller and Secretary
(Principal Financial and
Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 252
<SECURITIES> 0
<RECEIVABLES> 9,718
<ALLOWANCES> 484
<INVENTORY> 5,990
<CURRENT-ASSETS> 17,527
<PP&E> 55,235
<DEPRECIATION> 19,393
<TOTAL-ASSETS> 63,709
<CURRENT-LIABILITIES> 14,138
<BONDS> 12,277
0
0
<COMMON> 645
<OTHER-SE> 32,917
<TOTAL-LIABILITY-AND-EQUITY> 63,709
<SALES> 12,016
<TOTAL-REVENUES> 16,443
<CGS> 7,694
<TOTAL-COSTS> 11,212
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 381
<INCOME-PRETAX> 1,307
<INCOME-TAX> 442
<INCOME-CONTINUING> 843
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 843
<EPS-BASIC> 0.14
<EPS-DILUTED> 0.13
</TABLE>
