ELECTROGLAS INC
10-Q, 1998-05-12
SPECIAL INDUSTRY MACHINERY, NEC
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



       Quarterly report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                      For the Quarter Ended March 31, 1998

                         Commission File Number 0-21626



                                ELECTROGLAS, INC.
             (exact name of registrant as specified in its charter)



         DELAWARE                                           77-0336101
- ------------------------------                         ----------------------
(state or other jurisdiction of                           (I.R.S. Employer
Incorporation or organization)                         Identification Number)


                               2901 Coronado Drive
                              Santa Clara, CA 95054
                            Telephone: (408) 727-6500
                            -------------------------
                         (address of principal executive
                          offices and telephone number)


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
requirement for the past 90 days.


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

As of May 4, 1998, 19,703,900 shares of the Registrant's common stock, $0.01 par
value, were issued and outstanding.


<PAGE>   2

                                      INDEX



                                ELECTROGLAS, INC.



<TABLE>
<CAPTION>
                                                                                       Page No.
<S>                                                                                    <C>
PART I.    FINANCIAL INFORMATION

Item 1.    Consolidated Condensed Financial Statements

           Consolidated condensed statements of operations -- Three
           months ended March 31, 1998 and March 31, 1997 ................                3


           Consolidated condensed balance sheets -- March 31, 1998
           and December 31, 1997 .........................................                4


           Consolidated condensed statements of cash flows -- Three months
           ended March 31, 1998 and March 31, 1997 .......................                5


           Notes to consolidated condensed financial statements --
           March 31, 1998 ................................................                6




Item 2.    Management's Discussion and Analysis of
           Financial Condition and Results of Operations .................                9




PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K ..............................               13

SIGNATURES ...............................................................               14
</TABLE>





                                      -2-


<PAGE>   3


PART I. FINANCIAL INFORMATION
Item 1. Consolidated Condensed Financial Statements


                                ELECTROGLAS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                            Three months ended
                                                                March 31,
                                                          1998           1997
                                                        --------       --------
<S>                                                     <C>            <C>     
Net sales                                               $ 36,865       $ 25,551
Cost of sales                                             21,178         15,667

                                                        --------       --------
Gross profit                                              15,687          9,884
                                                        --------       --------

Operating expenses:
   Engineering, research and development                   8,515          4,485
   Selling, general and administrative                     9,072          6,335

                                                        --------       --------
Total operating expenses                                  17,587         10,820

                                                        --------       --------
Operating loss                                            (1,900)          (936)

Interest income                                            1,361          1,222
Other expense, net                                          (154)          (246)

                                                        --------       --------
Income (loss) before income taxes                           (693)            40

Provision (benefit) for income taxes                        (277)            14

                                                        --------       --------
Net income (loss)                                       $   (416)      $     26
                                                        ========       ========


Basic net income (loss) per share                       $  (0.02)      $   0.00
                                                        ========       ========

Diluted net income (loss) per share                     $  (0.02)      $   0.00
                                                        ========       ========

Shares used in basic calculations                         19,283         17,478
                                                        ========       ========

Shares used in diluted calculations                       19,283         17,857
                                                        ========       ========
</TABLE>




      See accompanying notes to consolidated condensed financial statements

                                      -3-

<PAGE>   4

                                ELECTROGLAS, INC.
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                                         March 31,   December 31,
                                                                                         ---------   ------------
                                                                                           1998          1997
                                                                                         ---------    ---------
                                                                                        (Unaudited)       (1)
<S>                                                                                      <C>          <C>      
Assets
Current assets:
   Cash and cash equivalents                                                             $  23,258    $  20,259
   Short-term investments                                                                  110,837      104,719
   Accounts receivable, net                                                                 24,545       35,852
   Inventories                                                                              25,915       26,032
   Prepaid expenses and other current assets                                                 3,699        4,577
   Deferred income taxes                                                                     7,613        7,613
                                                                                         ---------    ---------
      Total current assets                                                                 195,867      199,052

Deferred income taxes                                                                        1,214        1,214
Equipment and leasehold improvements, net                                                   15,578       16,392
Intangible assets, net                                                                      11,957       12,525
Other assets                                                                                   878          950
                                                                                         ---------    ---------
Total assets                                                                             $ 225,494    $ 230,133
                                                                                         =========    =========

Liabilities and stockholders' equity:
Current liabilities: 
   Short-term borrowings                                                                 $   1,384    $   1,160
   Accounts payable                                                                          6,857        7,424
   Accrued liabilities                                                                      15,746       18,045
                                                                                         ---------    ---------
      Total current liabilities                                                             23,987       26,629

Deferred income taxes                                                                        3,765        3,770

Stockholders' equity:
   Preferred stock, $0.01 par value;
      authorized 1,000; none outstanding                                                        --           --
   Common stock, $0.01 par value;
      authorized 40,000; issued and outstanding
      19,690 at March 31, 1998 and 20,543 at
      December 31, 1997                                                                        197          205
   Additional paid-in capital                                                              129,112      133,600
   Deferred stock compensation                                                                (909)        (983)
   Retained earnings                                                                        69,347       78,736
   Accumulated other comprehensive loss                                                         (5)         (32)
                                                                                         ---------    ---------
                                                                                           197,742      211,526
   Less cost of common stock in treasury;
      none at March 31, 1998 and 800 at
      December 31, 1997                                                                         --       11,792
                                                                                         ---------    ---------
      Total stockholders' equity                                                           197,742      199,734
                                                                                         ---------    ---------
Total liabilities and stockholders' equity                                               $ 225,494    $ 230,133
                                                                                         =========    =========
</TABLE>


(1)   The information in this column was derived from the Company's audited
      consolidated financial statements for the year ended December 31, 1997.


      See accompanying notes to consolidated condensed financial statements


                                      -4-

<PAGE>   5

                                ELECTROGLAS, INC.
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                             Three months ended
                                                             ------------------
                                                                March 31,
                                                                ---------
                                                             1998        1997
                                                           --------    --------
<S>                                                        <C>         <C>  
Cash flows from operating activities:
Net income (loss)                                          $   (416)   $     26
Changes to income not affecting cash                          2,844       1,421
Changes in current assets and current liabilities             9,436        (752)

                                                           --------    --------
      Cash provided by operating activities                  11,864         695

Cash flow from investing activities:
Capital expenditures                                           (938)     (2,851)
Purchases of investments                                    (42,031)    (32,363)
Maturities of investments                                    35,689      57,636
Other assets                                                   (167)         96

                                                           --------    --------
      Cash provided by (used in) investing activities        (7,447)     22,518

Cash flow from financing activities:
Proceeds from short-term borrowings                             224         198
Sales of common stock, net of issuance costs                  1,594         696
Purchases of treasury stock                                  (3,271)       (473)

                                                           --------    --------
      Cash provided by (used in) financing activities        (1,453)        421

Effect of exchange rate changes                                  35          10

                                                           --------    --------
Net increase in cash and cash equivalents                     2,999      23,644
Cash and cash equivalents at beginning of period             20,259      11,141

                                                           --------    --------
Cash and cash equivalents at end of period                 $ 23,258    $ 34,785
                                                           ========    ========
</TABLE>







      See accompanying notes to consolidated condensed financial statements

                                      -5-

<PAGE>   6

                                ELECTROGLAS, INC.
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE:  1  -  BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements have been
prepared by the Company in accordance with generally accepted accounting
principles for interim financial information and with Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete consolidated
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. These consolidated condensed financial statements should be read
in conjunction with the audited consolidated financial statements for the year
ended December 31, 1997, included in the Company's Annual Report on Form 10-K.

Operating results for the three month period ended March 31, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998.

The Company's fiscal year end is December 31. The Company's fiscal quarters end
on the Saturday nearest the end of the calendar quarter. For convenience, the
Company has indicated that its quarters end on March 31, June 30 and September
30.

USE OF ESTIMATES - The preparation of the accompanying unaudited consolidated
condensed financial statements requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. Actual
results could differ from those estimates.


NOTE:  2   -  INVENTORIES

Inventories were comprised of the following:



<TABLE>
<CAPTION>
                                                    March 31,          December 31,
                                                    ---------          ------------
(in thousands)                                        1998                 1997
                                                     -------             -------
<S>                                                  <C>                 <C>    
Raw materials                                        $12,491             $11,571
Work in process                                        7,170               8,499
Finished goods                                         6,254               5,962
                                                     -------             -------
                                                     $25,915             $26,032
                                                     =======             =======
</TABLE>


NOTE:  3   -   NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share and diluted net (loss) per share amounts were
computed using the weighted average number of shares of common stock outstanding
during the period. Diluted net income per share was computed using the weighted
average number of common shares, including the effect of dilutive securities
attributable to stock options and restricted stock, outstanding during the
period. The following table sets forth the computation of basic and diluted net
income (loss) per share:





                                      -6-

<PAGE>   7


<TABLE>
<CAPTION>
                                                              Three months ended
                                                              ------------------
                                                                  March 31,
                                                                  ---------
(in thousands, except per share data)
                                                              1998         1997
                                                             ------      -------
<S>                                                          <C>          <C>   
Numerator:
      Net income (loss)                                      $ (416)     $    26
                                                             ======      =======

Denominator:
Denominator for basic net income (loss)
       per share - weighted average shares                   19,283       17,478
                                                             ------      -------

      Effect of dilutive securities:
            Employee stock options                               --          279
            Restricted stock                                     --          100
                                                             ------      -------
      Dilutive potential common shares                           --          379
                                                             ------      -------

Denominator for diluted net income (loss) per share
      - adjusted weighted average shares                     19,283       17,857
                                                             ======      =======

Basic net income (loss) per share                            $(0.02)     $  0.00
                                                             ======      =======
Diluted net income (loss) per share                          $(0.02)     $  0.00
                                                             ======      =======
</TABLE>


Options to purchase 2,172,000 shares of common stock and 100,000 shares of
restricted common stock were outstanding at March 31, 1998, but were not
included in the computation of diluted loss per share as the effect would be
antidilutive.

In connection with the acquisition of Knights Technology, Inc. and Techne
Systems, Inc., 135,191 and 120,000 shares of common stock have been placed in
escrow through May 1998 and December 1999, respectively, subject to certain
representations and warranties. These shares were not included in the
computation of diluted loss per share as the effect would be antidilutive.


NOTE:  4   -   LEASE AGREEMENT

In March 1997, the Company entered into a five-year operating lease for
approximately 21.5 acres of undeveloped land in San Jose, California. The
monthly payments are based on the London Interbank Offering Rate (LIBOR). At
current interest rates, the annual lease payments represent approximately $0.7
million. At the end of the lease, the Company has the option to acquire the
property at its original cost of approximately $12.0 million and any current
rent due and payable.

The guaranteed residual payment on the lease is approximately $12.0 million. The
lease contains certain restrictive covenants. The Company was in compliance with
these covenants at March 31, 1998. The lease also contains a collateral option,
which would allow the Company to reduce rent expense. The Company has exercised
the collateral option and at March 31, 1998, the Company had pledged cash of
approximately $12.0 million which is included in cash and cash equivalents,
since the Company can withdraw the cash with ten days notice.



                                      -7-

<PAGE>   8


NOTE:  5   -   ENVIRONMENTAL REMEDIATION

In 1997, the Company performed an environmental investigation on its leased
property in Santa Clara, California, in cooperation with the California Regional
Water Quality Board, and will be performing clean up activities on the
property's soil. In the fourth quarter of 1997, the Company accrued $1.6 million
for environmental remediation costs which was the Company's best estimate of its
obligation. The Company has since incurred actual costs of $0.2 million. It is
possible that the Company's recorded estimate of its obligations may change in
the near term.


NOTE:  6   -   STOCK REPURCHASE PROGRAM

During the quarter, the Company repurchased 200,000 shares of its common stock
at a cost of $3.3 million to complete the repurchase program authorized in 1996,
and retired the 1,000,000 shares of its common stock held in treasury at a cost
of $15.1 million.


NOTE:  7   -   COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components; however, the adoption of this Statement had no impact on the
Company's net income (loss) or stockholders' equity. SFAS 130 requires
unrealized gains or losses on the Company's available-for-sale investments and
foreign currency translation adjustments, which prior to adoption were reported
separately in stockholders' equity, to be included in other comprehensive income
(loss). Prior year financial statements have been reclassified to conform to the
requirements of SFAS 130.

For the quarters ended March 31, 1998 and 1997, total comprehensive loss
amounted to $0.4 million and $0.2 million, respectively.


NOTE:  8   -   INCOME TAXES

The Company's estimated effective tax rate for the three months ended March 31,
1998 was a benefit rate of 40.0% compared to a tax rate of 34.0% for the first
quarter of 1997. The Company's benefit rate for the first quarter of 1998
included the impact of estimated refundable taxes available in the carryback
period. The first quarter 1997 tax rate of 34.0% reflected lower benefits for
tax exempt income and R&D credits offset by higher foreign taxes.




                                      -8-

<PAGE>   9

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The statements contained in this Form 10-Q that are not purely historical are
forward-looking statements, including statements regarding the Company's
expectations, hopes or intentions regarding the future. Forward-looking
statements include, but are not limited to, statements about gross profits, cash
flow, liquidity, anticipated cash needs and availability. All forward-looking
statements included in this document are made as of the date hereof, based on
information available to the Company as of the date hereof, and Electroglas
assumes no obligation to update any forward-looking statement. It is important
to note that the Company's actual results could differ materially from those in
such forward-looking statements. You should consult the risk factors listed from
time to time in the Company's Annual Report on Form 10-K, as well as those
disclosed in this discussion and analysis included under the sections titled
"Factors That May Affect Results and Financial Condition" and "Volatility of
Stock Price."

The components of the Company's statements of operations, expressed as a
percentage of net sales, are as follows:


<TABLE>
<CAPTION>
                                                             Three months ended
                                                                 March 31,
                                                             1998          1997
                                                           -------       -------
<S>                                                         <C>           <C>   
Net sales                                                    100.0%        100.0%
Cost of sales                                                 57.4          61.3

                                                           -------       -------
Gross profit                                                  42.6          38.7
                                                           -------       -------

Operating expenses:
   Engineering, research and development                      23.1          17.6
   Selling, general and administrative                        24.6          24.8

                                                           -------       -------
Total operating expenses                                      47.7          42.4

                                                           -------       -------
Operating loss                                                (5.1)         (3.7)

Interest income                                                3.7           4.8
Other expense, net                                            (0.5)         (0.9)

                                                           -------       -------
Income (loss) before income taxes                             (1.9)          0.2

Provision (benefit) for income taxes                          (0.8)          0.1

                                                           -------       -------
Net income (loss)                                             (1.1)%         0.1%
                                                           =======       =======
</TABLE>


RESULTS OF OPERATIONS

Net Sales

Net sales for the quarter ended March 31, 1998 were $36.9 million, a 44.3%
increase from net sales of $25.6 million in the comparable period last year in
which the Company was still feeling the effect of a general downturn in the
semiconductor industry which began to impact the Company's sales in the latter
half of 1996. The increase was due primarily to higher system unit sales,
particularly the sales of the Horizon 4090.




                                      -9-

<PAGE>   10

For the quarters ended March 31, 1998 and 1997, net sales comprised of the
Horizon 4000 series (68.8% and 66.8%, respectively), the 2000 series (10.0% and
12.2%, respectively) and aftermarket sales, consisting primarily of service,
spare parts and upgrades (15.7% and 21.0%, respectively). For the quarter ended
March 31, 1998, an additional 5.4% of net sales came from the Knights yield
management software business, which was acquired in May 1997, with an immaterial
amount from the newly acquired inspection products business.

For the quarter ended March 31, 1998, international sales accounted for 41.9% of
net sales as compared to 45.2% for the same period last year. The decrease in
the percentage of international sales was due primarily to lower Korean sales in
the first quarter of 1998 from 1997. In absolute dollars, except for decreases
in Korea and Japanese sales, the Company experienced sales increases in North
America, Europe, and the other Asian Pacific regions. The Company's
international sales will likely continue to account for a significant portion of
net sales in 1998. However, current Asian economic conditions may have an
adverse impact on international sales for the year.

The ongoing uncertainty surrounding the Asian financial conditions, along with
volatility in product demand and pricing, have caused semiconductor
manufacturers to exercise caution in making capital equipment decisions. As a
result of the uncertainties in this market environment, any rescheduling or
cancellations of planned capital purchases by semiconductor manufacturers will
cause the Company's sales to fluctuate on a quarterly basis.

Gross Profit

Gross profit, as a percentage of sales, was 42.6% for the first quarter of 1998,
compared to 38.7% for the first quarter of 1997. The increase in gross profit,
as a percentage of sales, was primarily attributable to manufacturing
efficiencies from a larger production volume, the increment in higher margin
yield management software sales, and the transfer of labor and related overhead
to support research and development efforts for the next-generation prober. This
was offset partially by a sales shift from higher margin, mature products to the
Horizon 4090, which has lower margins due to higher material costs.

The Company believes that its gross profit will continue to be affected by a
number of factors, including competitive pressures, changes in demand for
semiconductors, changes in product mix, level of software sales, and excess
manufacturing capacity costs.

Engineering, Research and Development

Engineering, research and development expenses were $8.5 million for the first
quarter of 1998, up 89.9% from $4.5 million in the comparable quarter of a year
ago. This increase was primarily a result of accelerated spending, which
consisted of project materials and absorbed manufacturing labor, in the 300mm
and the 4090 Horizon 4090u (micro) programs. In addition, the incremental costs
related to the acquired yield management software and inspection products
businesses contributed to the increase.

Engineering, research and development expenses consist primarily of salaries,
project materials, and other costs associated with the Company's ongoing efforts
in hardware and software product development and enhancement.




                                      -10-

<PAGE>   11

Selling, General and Administrative

Selling, general and administrative expenses were $9.1 million for the first
quarter of 1998, up 43.2% from $6.3 million in the comparable quarter last year.
This was mainly attributable to the incremental costs and the amortization of
goodwill related to the acquired yield management software and inspection
products businesses, and to a lesser extent, an increase in the prober business
administrative support headcount and operating costs related to the new land
lease.

Income Taxes

The Company's estimated effective tax rate for the three months ended March 31,
1998 was a benefit rate of 40.0% compared to a tax rate of 34.0% for the first
quarter of 1997. The Company's benefit rate for the first quarter of 1998
included the impact of estimated refundable taxes available in the carryback
period. The first quarter 1997 tax rate of 34.0% reflected lower benefits for
tax exempt income and R&D credits offset by higher foreign taxes. Management
concluded that a valuation allowance of approximately $1.3 million was required
for acquired net operating losses that were significantly limited due to change
of ownership rules and foreign tax credit carryforwards.

FACTORS THAT MAY AFFECT RESULTS AND FINANCIAL CONDITION

The Company's future operating results may be affected by inherent uncertainties
that exist in the worldwide semiconductor equipment industry. Such uncertainties
include, but are not limited to, unexpected additional environmental remediation
expenses in the event the current remediation efforts need to be expanded or
ongoing investigation reveals additional contamination, timely availability and
acceptance of new hardware and software products, capital expenditures of
semiconductor manufacturers, changes in demand for semiconductor products,
competitive pricing pressures, product volume and mix, development of new
products, enhancement of existing products, global economic conditions,
availability of needed components, availability of skilled employees, timing of
orders received, fluctuations in foreign exchange rates, financial instability
in Asian markets, introduction of competitors' products having technological
and/or pricing advantages, and integration of the businesses of Knights and
Techne into the Company. In addition, the Company has experienced, and may in
the future experience, significant fluctuations in its quarterly financial
results. Accordingly, recent historical operating results should only be one
source of information when evaluating the future financial performance of the
Company.

The Company has determined that it will need to modify, upgrade or replace
significant portions of its software so that its computer systems will function
properly in the year 2000 and beyond. The Company has begun discussions with its
significant suppliers, large customers and financial institutions to ensure that
those parties have appropriate plans to remediate Year 2000 issues where their
systems interface with the Company's systems or otherwise impact its operations.
The Company is in the process of assessing the extent to which its operations
are vulnerable should those organizations fail to remediate properly their
computer systems.

The Company's comprehensive Year 2000 initiative is being managed by a team of
internal staff and outside consultants. The team's activities are designed to
ensure that there is no material adverse effect on the Company's core business
operations and that transactions with customers, suppliers and financial
institutions are fully supported. The Company is well under way with these
efforts and they are scheduled to be completed in early 1999. While the Company
believes its planning efforts are adequate to address its Year 2000 concerns,
there is no guarantee that the systems of other companies, including supplier
and customers on which the Company's systems, operations and sales rely, will be
converted on a timely basis and failures to effect such conversion could have




                                      -11-

<PAGE>   12

a material effect on the Company. The cost of the Year 2000 initiatives is
currently not expected to be material to the Company's results of operations or
financial position. There can be no assurance, however, that the Year 2000
issues will be successfully resolved, that the failure to, or cost of, resolving
Year 2000 issues will not significantly impact the Company's results of
operations or financial position.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, cash equivalents and short-term investments were $134.1
million at March 31, 1998, an increase of $9.1 million from December 31, 1997.

Operating activities generated cash of $11.9 million during the first quarter of
1998. This was due to a decrease in net current assets of $9.4 million and
noncash charges to income of $2.8 million, offset by a net loss of $0.4 million.
Accounts receivable decreased by $11.3 million due primarily from collection of
receivables from the immediate prior quarter's higher sales level.

Cash used in investing activities was $7.4 million due primarily from net
purchases of investments of $6.3 million and capital expenditures of $0.9
million for engineering design and test equipment, manufacturing leasehold
improvements, and enhancement of the Company's information technology
infrastructure.

Cash used in financing activities was $1.5 million. This was attributed to the
repurchase of an additional 200,000 shares of the Company's common stock at a
cost of $3.3 million, offset by the sale of common stock of $1.6 million under
employee stock plans and additional short-term borrowings of $0.2 million by the
Company's Japanese subsidiary.

At March 31, 1998, the Company's Japanese subsidiary had lines of credit with
Japanese banks with a total borrowing capacity of approximately $4.5 million
(denominated in Yen). Amounts outstanding under these facilities at March 31,
1998 were $1.4 million. These facilities enable the Company's Japanese
subsidiary to finance its working capital requirements locally.

Historically, the Company has generated cash in an amount sufficient to fund its
operations. The Company anticipates that its existing capital resources and cash
flow generated from future operations will enable it to maintain its current
level of operations and its planned operations including capital expenditures
for the foreseeable future.

VOLATILITY OF STOCK PRICE

The Company believes that any of the following factors can cause the price of
the Company's Common Stock to fluctuate, perhaps substantially: announcements of
developments related to the Company's business, fluctuations in the Company's
operating results, sales of substantial amounts of securities of the Company in
the marketplace, general conditions in the semiconductor industry or worldwide
economy, a shortfall in revenue or earnings from or changes in analysts'
expectations, announcements of technological innovations or new products or
enhancements by the Company or its competitors, developments in patents or other
intellectual property rights, and changes in the Company's relationships with
certain customers and suppliers. In addition, in recent years, the stock market
in general, and the market for the shares of small capitalization stocks in
particular, including the Company's, have experienced extreme price fluctuations
which have often been unrelated to the operating performance of affected
companies. There can be no assurance that the market price of the Company's
Common Stock will not continue to experience significant fluctuations in the
future, including fluctuations that are unrelated to the Company's performance.




                                      -12-

<PAGE>   13


PART II.     OTHER INFORMATION


Item 6.      Exhibits and Reports on Form 8-K


             (a)    Exhibits:

                    27     Financial Data Schedule


             (b)    Reports on Form 8-K:

                    None.







                                      -13-
<PAGE>   14

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.








                                                   ELECTROGLAS, INC.



DATE:     May 12, 1998                      BY:    /s/ Armand J. Stegall
     -----------------------------             -----------------------------
                                                   Armand J. Stegall
                                                   Chief Financial Officer





                                      -14-


<PAGE>   15

INDEX TO EXHIBITS


EXHIBIT            DESCRIPTION

27          Financial Data Schedule














                                      -15-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF OPERATIONS, THE CONSOLIDATED BALANCE SHEETS, AND THE
ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
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