SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 25, 1999
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 No. 0-22384
MICRO COMPONENT TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0985960
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2340 West County Road C, St. Paul, MN 55113-2528
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(651) 697-4000
---------------------------------------------------
(Registrant's 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
requirements for the past 90 days
Yes X No
---------------- ----------------
The number of shares outstanding of the Registrant's Common Stock, as of January
24, 2000 was 7,541,647.
Page 1 of 16 pages
Exhibit index on page 15
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS 3
CONSOLIDATED STATEMENTS OF OPERATIONS 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION 8
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 13
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
EXHIBITS AND REPORTS 15
</TABLE>
2
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
December 25, June 26,
ASSETS 1999 1999
- -------------------------------------------------------------- ----------------- -----------------
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,575 $ 1,927
Accounts receivable, less allowance for doubtful accounts
of $136 and $146, respectively 4,203 3,596
Inventories:
Raw materials 1,283 1,129
Work in process 980 1,485
Finished goods 1,385 1,002
Other 568 131
-------- --------
Total current assets 9,994 9,270
Property, plant and equipment 4,089 3,709
Less accumulated depreciation (3,224) (3,306)
-------- --------
Property, plant and equipment, net 865 673
Other assets, net 75 47
-------- --------
Total assets $ 10,934 $ 9,990
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------
Current liabilities:
Current portion of long-term debt $ 51 $ 51
Accounts payable 1,623 1,548
Other accrued liabilities 1,946 1,406
-------- --------
Total current liabilities 3,620 3,005
Long-term debt and financing obligations 70 33
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 20,000,000 authorized,
7,500,951 and 7,416,922 issued, respectively 75 74
Additional paid-in-capital 44,181 44,035
Cumulative translation adjustment (69) (69)
Accumulated deficit (36,943) (37,088)
-------- --------
Total stockholders' equity 7,244 6,952
-------- --------
Total liabilities and stockholders' equity $ 10,934 $ 9,990
======== ========
</TABLE>
See notes to unaudited condensed consolidated financial statements
3
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
Dec. 25, Dec. 26, Dec. 25, Dec. 26,
1999 1998 1999 1998
------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Net sales $ 5,588 $ 3,020 $ 11,333 $ 6,688
Cost of sales 2,606 1,571 5,438 3,506
------- ------- -------- -------
Gross profit 2,982 1,449 5,895 3,182
Operating expenses:
Selling, general and administrative 2,152 1,431 4,279 3,152
Research and development 815 596 1,490 1,432
------- ------- -------- -------
Total operating expenses 2,967 2,027 5,769 4,584
------- ------- -------- -------
Profit (loss) from operations 15 (578) 126 (1,402)
Interest income, net 12 26 23 43
Other expense (12) (24) (4) (36)
------- ------- -------- -------
Total interest and other -- 2 19 7
------- ------- -------- -------
Net income (loss) $ 15 $ (576) $ 145 $(1,395)
======= ======= ======== =======
Net income (loss) per share:
Basic $ 0.00 $ (0.08) $ 0.02 $ (0.19)
======= ======= ======== =======
Diluted $ 0.00 $ (0.08) $ 0.02 $ (0.19)
======= ======= ======== =======
Weighted average common and common
equivalent shares outstanding:
Basic 7,484 7,394 7,472 7,394
======= ======= ======== =======
Diluted 8,164 7,394 8,138 7,394
======= ======= ======== =======
</TABLE>
See notes to unaudited condensed consolidated financial statements
4
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------------------
December 25, December 26,
1999 1998
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 145 $(1,395)
Adjustments to reconcile net income (loss) to net cash
used by operating activities:
Depreciation and amortization 247 251
Changes in assets and liabilities:
Accounts receivable (607) 1,041
Inventories (32) 566
Other and other current assets (433) 12
Accounts payable 75 (428)
Other accrued liabilities 467 (275)
------- -------
Net cash used in operating activities (138) (228)
Cash flows from investing activities:
Additions to property, plant and equipment (67) (19)
Payment for acquisition (261) --
------- -------
Net cash used in investing activities (328) (19)
Cash flows from financing activities:
Payments of long-term debt (33) (25)
Proceeds from issuance of stock 147 --
------- -------
Net cash provided by (used in) financing activities 114 (25)
------- -------
Net decrease in cash and cash equivalents (352) (272)
Cash and cash equivalents at beginning of period 1,927 2,532
------- -------
Cash and cash equivalents at end of period $ 1,575 $ 2,260
======= =======
Supplemental disclosure:
Noncash investing and financing activities:
Equipment acquired by capital lease $ 70 --
Notes payable for acquisition 72 --
</TABLE>
See notes to unaudited condensed consolidated financial statements
5
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. INTERIM FINANCIAL STATEMENTS
The accompanying unaudited, condensed, consolidated financial statements
for the three and six month periods ended December 25, 1999 have been
prepared in accordance with the instructions for SEC Form 10-Q and,
accordingly, do not include all disclosures required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments, consisting of normal recurring
accruals considered necessary for a fair presentation, have been
included.
Interim unaudited financial results should be read in conjunction with
the audited financial statements included in the SEC Annual Report, Form
10-K/A, for the fiscal year ended June 26, 1999.
The results of operations for the three and six months ended December 25,
1999 are not necessarily indicative of the operating results to be
expected for the full year.
2. EARNINGS PER SHARE
Earnings per share are computed in accordance with Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share." Basic earnings
per share are computed using the weighted average number of common shares
outstanding during each period. Diluted earnings per share include the
dilutive effect of common shares potentially issuable upon the exercise
of stock options and warrants outstanding. The following table reconciles
the denominators used in computing basic and diluted earnings per share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
--------------------------------------- ------------------------------------
December 25, December 26, December 25 December 26
(in thousands) 1999 1998 (1) 1999 1998 (1)
------------------- ------------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Weighted average common
shares outstanding 7,484 7,394 7,472 7,394
Effect of dilutive stock
options and warrants 680 -- 666 --
------------------- ------------------- ----------------- ------------------
8,164 7,394 8,138 7,394
=================== =================== ================= ==================
</TABLE>
(1) The Company reported a loss for the periods indicated. No
adjustment made for the effect of stock options or warrants as
effect is anti-dilutive.
6
<PAGE>
3. REPORTING OF COMPREHENSIVE NET INCOME OR (LOSS)
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS), No. 130 "Reporting Comprehensive
Income" which establishes standards for the reporting and display of
comprehensive income (loss) and its components in a full set of
general-purpose financial statements. Under this standard, certain
revenues, expenses, gains, and losses recognized during the period are
included in comprehensive income (loss), regardless of whether they are
considered to be results of operations of the period. During the three
and six month periods ended December 25, 1999 and December 26, 1998 total
comprehensive income (loss) equaled net income (loss) as reported on the
Consolidated Statements of Operations.
4. ACQUISITIONS
On June 29, 1999, the Company acquired certain assets and assumed certain
liabilities of the Systems Integration unit of FICO America, Inc.,
forming the Infinity Systems Division of the Company to develop and
implement Manufacturing Execution Systems ("MES") and factory control
systems to customers in the semiconductor industry. The acquisition was
accounted for as a purchase, and accordingly, the net assets acquired
were recorded at their estimated fair market value at the effective date
of the acquisition. The purchase price and the pro forma impact on fiscal
1999 results were not material to the company.
On September 18, 1999, the Company entered into a definitive merger
agreement to acquire Aseco Corporation, a Massachusetts based
manufacturer of handling equipment. The acquisition is structured as a
stock for stock purchase. Were the merger to be effective January 26,
2000, the value of the acquisition would approximate $27.0 million,
subject to adjustment under certain terms of the agreement. The Joint
Proxy Statement/Prospectus on Form S-4 was declared effective by the
Securities and Exchange Commission on December 30, 1999. The Board of
Directors of both companies has approved the agreement. The MCT and Aseco
shareholders, at separate meetings, are scheduled to vote on the
acquisition on January 31, 2000. Pending shareholder approval, the merger
is scheduled to close on January 31, 2000, immediately following the
shareholders' meetings.
7
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 25, 1999
Net sales for the second quarter fiscal 2000, ended December 25, 1999, increased
$2.6 million or 85.0% to $5.6 million compared to $3.0 million for the same
period the previous year. The increase in sales in the second quarter of the
current year is attributed to the general improvement in the semiconductor
capital equipment market, which was in a significant downturn in the prior year.
Sales of the Company's newest products, the MCT 5100, MCT 7632 and MCT Tapestry
handling systems and automation software increased $1.9 million or 103.5% over
prior year levels. Sales of these new products represented 65.9% of total net
sales in the current quarter compared to 59.9% in the prior year. Sales of
existing products increased by $0.7 million or 57.4% over the same period a year
ago. The Company expects its newest products to continue to account for a
significant portion of the Company's total revenues in the future.
Gross profit for the second quarter fiscal 2000 increased by $1.5 million to
$3.0 million, or 53.4% of sales, from $1.4 million, or 48.0% of sales, for the
second quarter fiscal 1999. The increase in gross margin is primarily attributed
to increased manufacturing efficiencies and utilization of overhead costs in the
current period and changes in product mix. Increased efficiencies and
utilization of overhead costs account for approximately two-thirds of the
increase in gross margin. The remaining increase is attributed to changes in
product mix. In addition, increased margins from sales during the current period
of products that had been previously written off were offset by increased
warranty costs related to upgrading older products to current version levels.
Gross margins are expected to be comparable to year-to-date levels, depending on
product mix, in the foreseeable future periods.
Selling, general and administrative expense in the second quarter fiscal 2000
was $2.2 million, or 38.5% of sales, compared to $1.4 million, or 47.4% of sales
for the same quarter in fiscal 1999. The reduction as a percentage of sales is
the result of increased sales during the quarter compared to the prior year
quarter. The increase in spending compared to the second quarter of 1999 is
attributed to increased direct selling costs of $0.3 million related to
increased sales revenues and increased commissions of $0.1 million resulting
from a shift in customer mix to a higher level of customers served by
commissioned independent sales representatives. The remainder relates to
increased expenses, primarily personnel expenses, in supporting the sales growth
during the second quarter.
Research and development expense for the second quarter fiscal 2000 was $0.8
million, or 14.6% of sales, compared to $0.6 million, or 19.7% of sales in the
previous year. The increase in the current quarter resulted from increased
spending requirements related to R&D projects in process and initiated during
this period. Compared to the second quarter fiscal 1999, personnel and contract
labor expenses increased by $0.2 million or 36.9%. The Company expects to
continue to invest in new product development at levels comparable to or
slightly higher than current quarter levels, based upon the projected needs of
current and anticipated development projects.
Net interest income for the second quarter fiscal 2000 was $12,000 compared to
$26,000 in the previous year. The reduction in net interest income is due to
decreased holdings of interest bearing cash equivalents.
8
<PAGE>
Net income for the second quarter fiscal 2000 was $15,000 or $0.00 per share as
compared to a net loss of $576,000, or $0.08 per share for the second quarter
fiscal 1999.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 25, 1999
Net sales for the first six months of fiscal 2000 increased $4.6 million or
69.5% to $11.3 million compared to $6.7 million for the same period the prior
year. The increase in sales for the first six months is attributed to the
general improvement in the semiconductor capital equipment market, which was in
a significant downturn in the prior year. Sales of the Company's newest
products, the MCT 5100, MCT 7632 and MCT Tapestry handling systems and
automation software increased $5.2 million or 193.6% over prior year levels.
Sales of these new products represented 70.0% of total net sales for the first
six months compared to 40.4% in the prior year. Sales of existing products
decreased by $0.6 million or 14.8% over the same period a year ago. The Company
expects its newest products to continue to account for a significant portion of
the Company's total revenues in the future.
Gross profit for the first six months of fiscal 2000 increased $2.7 million to
$5.9 million or 52.0% of sales, from $3.2 million or 47.6% of sales for the same
period a year ago. The increase in gross margin is primarily attributed to
increased manufacturing efficiencies and utilization of overhead costs in the
current period. Gross margins are expected to be comparable to year-to-date
levels, depending on product mix, in the foreseeable future periods.
Selling, general and administrative expense in the first six months of fiscal
2000 was $4.3 million, or 37.8% of sales, compared to $3.2 million, or 47.1% of
sales for the same period in fiscal 1999. The reduction as a percentage of sales
is the result of increased sales during the period compared to the prior year.
The increase in spending compared to 1999 is attributed to increased direct
selling costs of $0.4 million related to increased sales revenues and increased
commissions of $0.3 million resulting from a shift in customer mix to a higher
level of customers served by commissioned independent sales representatives. The
remainder relates to increased expenses, primarily personnel expenses, in
supporting the sales growth.
Research and development expense for the first six months of fiscal 2000 was
$1.5 million, or 13.1% of sales, compared to $1.4 million, or 21.4% of sales in
the same period in the previous year. The increase compared to the previous year
resulted from increased spending requirements related to R&D projects in process
and initiated during this period.
The Company generated net interest income during the current year of $23,000
compared to $43,000 in the previous year. The reduction in net interest income
is due to decreased holdings of interest bearing cash equivalents.
Net income for the first six months of fiscal 2000 was $145,000 or $0.02 per
share as compared to a net loss of $1.4 million or $0.19 per share for the
second quarter fiscal 1999.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of December 25, 1999, the Company had cash and cash equivalents of $1.6
million compared to $1.9 million at June 26, 1999. Cash used in operations was
$138,000 during the first six months of the current year, versus $228,000 used
in the same period of the previous year. An increase in working capital assets,
supporting the growth in sales, more than offset net income during the current
period. In the prior year the net loss was offset by a reduction in working
capital assets associated with the downturn in the semiconductor capital
equipment market.
Current assets at December 25, 1999 were $10.0 million, the current ratio was
2.8 and working capital was $6.4 million, versus $9.3 million, 3.1 and $6.3
million, respectively, at June 26, 1999.
Net cash used in investing activities during the first six months of fiscal 2000
was $0.3 million compared to $19,000 in the previous year. The Company used
$261,000 to acquire certain fixed and intangible assets related to the formation
of the Infinity Systems Division of the Company.
The Company maintains a $5 million secured line of credit with a bank, which was
unused at December 25, 1999 and June 26, 1999. The amount available for
borrowing is calculated as a percentage of eligible accounts receivable and
inventory, and amounted to approximately $2.8 million at December 25, 1999.
The Company's capital needs for the remainder of fiscal 2000, prior to
acquisitions, are expected to be comparable to prior year levels and
concentrated in development of additional handler products and upgrading its
management information systems. The Company has used and expects to use funds
for the business acquisitions described in Item 5. Management believes that cash
and cash equivalents on hand at December 25, 1999, and funds available through
its bank line of credit are sufficient to finance such acquisitions and sustain
the Company's continuing operations at the projected level for the foreseeable
future. Management believes that it will be able to raise additional capital
and/or negotiate an increase to its bank line of credit at terms acceptable to
the Company if required, but no assurance can be made that such financing will
be available if needed. The Company may acquire other companies, product lines
or technologies that are complementary to the Company's business and the
Company's working capital needs may change as a result of such acquisitions.
YEAR 2000 COMPLIANCE
Many currently installed computer systems and software products are coded to
accept only two-digit entries in the date code field. When year 2000 begins,
these computers may interpret "00" as the year 1900 and could either stop
processing date related computations or could process them incorrectly.
Beginning in the year 2000, these date code fields will need to accept
four-digit entries to distinguish 21st century dates from 20th century dates to
be year 2000 compliant.
The Company completed a review of its internal information systems and
determined that most of the application software and internal information
systems, other than the Company's primary manufacturing and accounting system:
(1) are year 2000 compliant; (2) can be upgraded to be year 2000 compliant
without significant cost or effort; or, (3) do not pose a significant issue to
the
10
<PAGE>
Company if left uncorrected. With regard to the Company's primary manufacturing
and accounting system, the Company contracted with the software vendor and
related hardware supplier to make these systems year 2000 compliant. The upgrade
was completed in the second quarter of fiscal 1999. All other significant
application software, hardware and internal information systems which were
identified as not year 2000 compliant have been upgraded or replaced. Total
costs to upgrade the Company's internal information systems, most of which have
been paid, are not material to the operations of the Company, and are expected
to be less than $100,000.
The Company has completed an assessment of non-IT systems within the Company to
determine if they are year 2000 compliant. The Company has upgraded or replaced
all significant non-IT systems that were identified as not year 2000 compliant.
Although the Company is not aware of any material operational issues or costs
associated with preparing its internal systems for the year 2000, there can be
no assurance that the Company will not experience serious unanticipated negative
consequences and/or material costs caused by undetected errors or defects in the
technology used in its internal operating systems, which are composed
predominately of third party software and hardware technology.
The Company has completed its process of determining the impact of third parties
suppliers and vendors that are not year 2000 compliant. Non-compliance by any of
the Company's major distributors, suppliers, customers, vendors, or financial
organizations could result in business disruptions that could have a material
adverse affect on the Company's results of operations, liquidity and financial
condition. To date, the Company is not aware of any such third parties with year
2000 issues that would materially impact the Company's results of operations,
liquidity or financial condition.
The Company completed an assessment and test of the software components of its
products for year 2000 compliance, and determined that no significant
modifications are required to products currently offered or actively marketed
within the past five years. The Company does not believe that its products
contain undetected errors or defects associated with year 2000 date functions
that may result in material costs to the Company, including repair costs and
costs incurred in litigation due to any such defects; however, there can be no
assurance that such errors or defects do not exist. Many commentators have
stated that a significant amount of litigation will arise out of year 2000
compliance issues. Because of the unprecedented nature of such litigation, there
can be no assurance that the Company will not be materially adversely affected
by claims related to year 2000 compliance.
The Company has completed its contingency plan to cover any potential year 2000
operating issues. The worst-case scenario is that Year 2000 problems would
render its computer systems operating its core business functions
non-operational. In this event, the contingency plan has identified alternative
methods of operating and accomplishing these core business functions through the
use of paper back-up files and manual information handling. This should minimize
the Company's exposure to work slowdowns or business disruptions and any adverse
effects on its results of operations.
IMPACT OF ACCOUNTING STANDARDS
11
<PAGE>
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" was issued. SFAS No. 133 establishes a new model for accounting for
derivatives and hedging activities and supersedes and amends a number of
existing accounting standards. SFAS No. 133 requires that all derivatives be
recognized in the balance sheet at their fair market value, and the
corresponding derivative gains or losses be either reported in the statement of
operations or as a deferred item depending on the type of hedge relationship
that exists with respect to such derivative. Management has not yet completed an
assessment of the impact of adopting the provisions of SFAS No. 133 on the
Company's financial statements. The standard is effective for the Company in
fiscal 2001.
RISK FACTORS
Except for the historical information contained herein, certain of the matters
discussed in this report are "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These "forward-looking
statements" involve certain risks and uncertainties, including, but not limited
to, the following: (1) fluctuations and periodic downturns in the semiconductor
market which often have had a disproportionately negative effect on
manufacturers of semiconductor capital equipment; (2) rapid changes in
technology and in tester and handler products, which the Company must respond to
successfully in order for its products to avoid becoming noncompetitive or
obsolete; (3) customer acceptance of the Company's new products, including the
MCT 5100, MCT 5200, MCT 7632 and Tapestry handling systems, in which the Company
has invested significant amounts of inventory; (4) possible loss of any of the
Company's key customers, who account for a substantial percentage of the
Company's business; (5) the possible adverse impact of competition in markets
which are highly competitive, including increased pressure on pricing and
payment terms which may adversely affect net sales and gross margins and
increase the Company's exposure to credit risk; (6) the possible adverse impact
of economic or political changes in markets the Company serves; (7) the possible
adverse impact on the Company's operations or material costs which may be
incurred by the Company due to undetected errors or defects in preparing its
internal operating systems for the year 2000; (8) the possible adverse impact on
the Company's operations or material costs which may be incurred by the Company
arising from year 2000 related repair costs or litigation due to undetected
errors or defects in its products which use software; (9) the possible adverse
impact on the Company's operations if the merger agreement between MCT and Aseco
fails to be consummated; (11) failure to realize the expected benefits of the
MCT and Aseco merger; and, (12) other factors detailed from time to time in the
Company's SEC reports, including but not limited to the discussion in the
Management's Discussion & Analysis included in the Annual Report on Form 10-K/A
for the year ended June 26, 1999 and the discussion of risk factors included in
the Joint Proxy/Prospectus on Form S-4 dated December 30, 1999. All forecasts
and projections in this report are "forward-looking statements," and are based
on management's current expectations of the Company's near-term results, based
on current information available pertaining to the Company, including risk
factors discussed above. Actual results could differ materially.
12
<PAGE>
MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the quarter ended December 25, 1999, the Company issued the following
unregistered securities:
On December 7, 1999, the Company issued 16,638 shares of common stock pursuant
to the exercise of 50,942 warrants. There were no proceeds from the conversion
of the warrants to common stock as it was a cashless transaction. The shares
were issued to Guaranty Finance Management Corporation. The Company paid no
discounts or commissions.
The securities issued are exempt from registration pursuant to section 4(2) of
the Securities Act of 1933 because the exercise was limited to a single
sophisticated investor having access to current information about the Company.
ITEM 5. OTHER INFORMATION
On June 29, 1999, the Company acquired certain assets and assumed certain
liabilities of the Systems Integration unit of FICO America, Inc., forming the
Infinity Systems Division of the Company to develop and implement Manufacturing
Execution Systems ("MES") and factory control systems to customers in the
semiconductor industry. The acquisition was accounted for as a purchase, and
accordingly, the net assets acquired were recorded at their estimated fair
market value at the effective date of the acquisition. The purchase price and
pro forma impact on fiscal 1999 results were not material to the company.
On September 18, 1999, the Company entered into a definitive merger agreement to
acquire Aseco Corporation, a Massachusetts based manufacturer of handling
equipment. The acquisition is structured as a stock for stock purchase. Were the
merger to be effective January 26, 2000, the value of the acquisition would
approximate $27.0 million, subject to adjustment under certain terms of the
agreement. The Joint Proxy Statement/Prospectus on Form S-4 was declared
effective by the Securities and Exchange Commission on December 30, 1999. The
Board of Directors of both companies has approved the agreement. The MCT and
Aseco shareholders, at separate meetings, are scheduled to vote on the
acquisition on January 31, 2000. Pending shareholder approval, the merger is
scheduled to close on January 31, 2000, immediately following the shareholders'
meetings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
13
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MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
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.
Micro Component Technology, Inc.
Registrant
Dated: January 28, 2000 By: /s/Roger E. Gower
------------------
Roger E. Gower
President and Chief Executive Officer
And
Dated: January 28, 2000 By: /s/Jeffrey S. Mathiesen
-------------------------
Jeffrey S. Mathiesen
Chief Financial Officer
Chief Accounting Officer
14
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MICRO COMPONENT TECHNOLOGY, INC.
FORM 10-Q
EXHIBIT INDEX
Exhibit
Number Page
27 Financial Data Schedule 16
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-24-2000
<PERIOD-END> DEC-25-1999
<CASH> 1,575
<SECURITIES> 0
<RECEIVABLES> 4,339
<ALLOWANCES> (136)
<INVENTORY> 3,648
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0
0
<COMMON> 75
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<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-DILUTED> 0.02
</TABLE>
