APPLIED SCIENCE & TECHNOLOGY INC
10-Q, 1996-11-08
SPECIAL INDUSTRY MACHINERY, NEC
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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                                                       FORM 10-Q

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

         For the quarterly period ended September 28, 1996

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

         For the transition period from ________________ to _________________

         COMMISSION FILE NUMBER 0-22646


                      APPLIED SCIENCE AND TECHNOLOGY, INC.
                         (Name of Issuer in its Charter)


             DELAWARE                                     04-2962110
   (State or Other Jurisdiction of                     (I.R.S. Employer
    Incorporation or Organization)                   Identification Number)

  35 CABOT ROAD, WOBURN, MASSACHUSETTS                    01801-1053
(Address of Principal Executive Offices)                  (Zip Code)


                                 (617) 933-5560
              (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  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days.

                                         Yes__X__    No_____

Indicate the number of shares of each of the issuer's  classes of common  stock,
as of the latest practicable date:

   COMMON STOCK, $0.01 PAR VALUE                         4,448,725
   -----------------------------           ----------------------------------
              Class                        Outstanding as of November 5, 1996


================================================================================



              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                                      INDEX

PART I.  FINANCIAL INFORMATION                                         PAGE NO.

     Item 1.           Financial Statements

                       Consolidated Statements of Operations-
                         Three Months Ended September 28,1996
                         and Three Months Ended September 30, 1995          2

                       Consolidated Balance Sheets-
                         September 28, 1996 and June 29, 1996               3

                       Consolidated Statements of Cash Flows-
                         Three Months Ended September 28, 1996
                         and Three Months Ended September 30, 1995          4

                       Notes to Consolidated Financial Statements           5



     Item 2.           Management's Discussion and Analysis of
                         Results of Operations and Financial Condition      8


PART II.  OTHER INFORMATION

         Item 1-5      None

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


SIGNATURES                                                                  14



                                       1



              APPLIED SCIENCE AND TECHNOLOGY INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                         ----------------------------------
<S>                                                       <C>               <C>  
                                                           September 28,     September 30,
                                                              1996               1995
                                                         ---------------    ---------------
                                                          (unaudited)        (unaudited)


Product sales, net                                     $      8,822,457   $      5,087,837
Research contract revenue                                       259,916            207,621
Other revenue                                                   777,967            343,957
                                                         ---------------    ---------------
           Total revenue                                      9,860,340          5,639,415
                                                         ---------------    ---------------

Cost of sales and revenue:
      Product sales and other revenue                         5,927,383          3,449,655
      Research contracts                                        119,543             66,412
                                                         ---------------    ---------------
           Total cost of sales and revenue                    6,046,926          3,516,067
                                                         ---------------    ---------------

           Gross profit                                       3,813,414          2,123,348

Operating expenses:
      Research and development expenses (note 5)              1,669,430            736,032
      Selling expenses                                          765,963            532,990
      General and administrative expenses                       842,325            622,034
                                                         ---------------    ---------------
           Total operating expenses                           3,277,718          1,891,056
                                                         ---------------    ---------------

           Earnings from operations                             535,696            232,292

Other expense (income):
      Interest expense                                          152,200               -
      Interest income                                          (115,217)          (200,837)
      Other expense                                               3,797              4,609
                                                         ---------------    ---------------
           Total other (income) expense                          40,780           (196,228)
                                                         ---------------    ---------------

           Earnings before income taxes                         494,916            428,520

Income tax expense                                              183,000            130,000
                                                         ---------------    ---------------

           Net earnings                                $        311,916   $        298,520
                                                         ===============    ===============

Pimary net earnings per share                          $           0.07   $           0.07
                                                         ===============    ===============
Fully diluted net earnings per share                   $           0.07   $           0.07
                                                         ===============    ===============

Weighted average common shares outstanding used
      to calculate primary earnings per share                 4,489,287          4,071,174
                                                         ===============    ===============

Weighted average common shares outstanding used
      to calculate fully diluted earnings per share           4,489,287          4,072,411
                                                         ===============    ===============

</TABLE>


          See accompanying notes to consolidated financial statements.



                                       2



              APPLIED SCIENCE AND TECHNOLOGY INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

<S>                                                                               <C>           <C>
       Assets                                                               September 28,      June 29,
                                                                             1996                1996
                                                                         --------------      --------------
                                                                          (unaudited)

Current assets:
       Cash and cash equivalents                                       $     4,393,647     $     5,182,294
       Short-term marketable investments                                       996,259           1,990,962
       Accounts receivable, trade, net (note 3)                              7,545,287           8,921,890
       Inventories (note 4)                                                  9,234,939           8,734,401
       Prepaid expenses and other assets                                       337,152             276,848
       Deferred income taxes                                                   969,741             969,741
                                                                         --------------      --------------
                           Total current assets                             23,477,025          26,076,136
                                                                         --------------      --------------

Property, plant and equipment:
       Land                                                                    473,000             473,000
       Building and improvements                                             1,619,007           1,606,947
       Equipment                                                             7,034,500           7,068,802
       Furniture and fixtures                                                  536,639             543,860
       Leasehold improvements                                                1,458,390           1,455,977
                                                                         --------------      --------------
                                                                            11,121,536          11,148,586
       Less accumulated depreciation and amortization                       (3,828,531)         (3,458,407)
                                                                         --------------      --------------
                           Net property, plant and equipment                 7,293,005           7,690,179
                                                                         --------------      --------------

Other assets:
       Patents, net                                                            161,878             141,525
       Other                                                                   258,459             262,224
       Long-term investments                                                 1,300,271             -
       Notes receivable                                                        161,283             191,362
                                                                         --------------      --------------
                           Total other assets                                1,881,891             595,111
                                                                         --------------      --------------
                                                                       $    32,651,921     $    34,361,426
                                                                         ==============      ==============
       Liabilities and Stockholders' Equity

Current liabilities:
       Current maturities of long term debt (note 7)                         1,625,201           1,624,641
       Accounts payable                                                      1,904,253           2,564,149
       Accrued expenses                                                        796,933             820,030
       Accrued compensation expense and related costs                          646,994           1,428,759
       Accrued income tax expense                                               93,459             173,179
       Commissions payable and customer advances                               181,769             248,836
                                                                         --------------      --------------
                           Total current liabilities                         5,248,609           6,859,594

Long-term debt, less current maturities (note 7)                             5,758,581           6,169,517
Deferred income taxes                                                           36,507              36,507
                                                                         --------------      --------------
                           Total liabilities                                11,043,697          13,065,618
                                                                         --------------      --------------

Stockholders' equity (note 6):
       Common stock: issued 4,448,475 shares (4,448,375 shares at 6/29/96):     44,485              44,484
       outstanding 4,448,475 shares (4,448,375 shares at 6/29/96)
       Additional paid-in capital                                           26,690,607          26,690,108
       Retained earnings (accumulated deficit)                              (4,893,542)         (5,205,458)
       Less:      Notes receivable for common stock purchases                 (233,326)           (233,326)
                                                                         --------------      --------------
                           Total stockholders' equity                       21,608,224          21,295,808
                                                                         --------------      --------------
                                                                       $    32,651,921     $    34,361,426
                                                                         ==============      ==============

</TABLE>


          See accompanying notes to consolidated financial statements.


                                       3


              APPLIED SCIENCE AND TECHNOLOGY INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                         ---------------------------------
<S>                                                         <C>            <C> 
                                                           September 28,    September 30,
                                                             1996               1995
                                                         --------------     --------------
                                                          (unaudited)        (unaudited)

Cash flows from operating activities:
         Net earnings                                  $       311,916    $       298,520
         Adjustments to reconcile net earnings to net cash
         provided by (used for) operating activities:
               Depreciation                                    423,167            218,414
               Amortization                                     16,322             18,218
               Equipment transferred to inventory               54,154                  0
               Changes in assets and liabilities:
                  Accounts receivable                        1,376,603         (1,049,059)
                  Inventories                                 (500,538)          (626,163)
                  Prepaid expenses and other assets            (60,304)           (89,856)
                  Note receivable                               30,079             10,948
                  Accounts payable                            (659,896)           148,673
                  Accrued expenses                            (884,582)          (384,682)
                  Commissions payable and customer advances    (67,067)           (51,169)
                                                         --------------     --------------
                          Net cash provided by (used for)
                             operating activities               39,854         (1,506,156)

Cash flows from investing activities:
         Purchases of investments                           (1,299,102)        (2,997,851)
         Sales of investments                                  993,534          4,179,769
         Additions to property and equipment                   (80,147)          (895,215)
         Patents and other assets                              (32,910)            (9,974)
                                                         --------------     --------------
                          Net cash provided by (used for)
                             investing activities             (418,625)           276,729

Cash flows from financing activities:
         Repayments of notes payable                          (410,376)                 0
         Net proceeds from issuance of common stock                500          1,009,824
         --------------------------------------------------------------     --------------
                          Net cash provided by (used for)
                             financing activities             (409,876)         1,009,824
                                                         --------------     --------------

Net decrease in cash and cash equivalents                     (788,647)          (219,603)

Cash and cash equivalents at beginning of period             5,182,294          2,303,645
- -----------------------------------------------------------------------     --------------

Cash and cash equivalents at end of period             $     4,393,647    $     2,084,042
                                                         ==============     ==============

Supplemental disclosures of cash flow  information:  Cash paid during the period
         for:
              Interest                                 $       152,200    $             0
              Income taxes                             $       412,304    $       218,750

</TABLE>



          See accompanying notes to consolidated financial statements.


                                       4


                                         
              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1) BASIS OF PRESENTATION
         The  unaudited  financial  statements  as of  September  28,  1996  and
         September  30, 1995 and for the three month  periods  then ended,  have
         been  prepared  in  accordance  with  generally   accepted   accounting
         principles  and  include  all  adjustments,  which  in the  opinion  of
         management,  are necessary to present  fairly the results of operations
         for the  periods  then  ended.  All  such  adjustments  are of a normal
         recurring  nature.   These  financial  statements  should  be  read  in
         conjunction  with the financial  statements for the year ended June 29,
         1996,  and the notes thereto  included in the Company's Form 10-K filed
         with the Securities and Exchange Commission.

         Certain first quarter  Fiscal 1996 accounts have been  reclassified  to
         conform to the first quarter Fiscal 1997 presentation.

         The results of the Company's  operations for any interim period are not
         necessarily indicative of the results of the Company's operations for a
         full fiscal year.

2)  EARNINGS PER SHARE
         Earnings per share is computed based on the weighted  average number of
         common shares  outstanding  during each period,  after giving effect to
         stock  options and  warrants  considered  to be dilutive  common  stock
         equivalents.  Fully  diluted  earnings  per  share  is  not  materially
         different from primary earnings per share.

3)  ACCOUNTS RECEIVABLE
         Accounts receivable consist of the following:


                                                  September 28,     June 29,
                                                     1996             1996
                                                 -------------    --------------
                                                 (unaudited)

          Accounts receivable, trade           $    7,688,904   $     9,115,345
          Notes receivable, current portion           164,833           158,754
          Allowance for doubtful accounts            (308,450)         (352,209)
                                                 -------------    --------------
                                               $    7,545,287   $     8,921,890
                                                 =============    ==============


                                       5



              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


4)  INVENTORIES
         Inventories consist of the following:


                                                  September 28,     June 29,
                                                     1996             1996
                                                 -------------    --------------
                                                 (unaudited)

              Raw materials                    $    6,197,386   $     5,630,926
              Work in process                       2,230,335         2,249,579
              Finished goods                          807,218           853,896
                                                 -------------    --------------
                                               $    9,234,939   $     8,734,401
                                                 =============    ==============



5)  RESEARCH AND DEVELOPMENT COSTS
         All research and development  costs are expensed as incurred.  Research
         and development  expenses attributed to research contracts are included
         in cost of sales and revenue.

         The Company also receives  funding for certain research and development
         costs which is used to offset  research and development  expenses.  The
         Company  incurred  research and  development  expenses,  net of funding
         received, as follows:


                                                        Three Months Ended
                                                 -------------------------------
                                                  September 28,   September 30,
                                                     1996             1995
                                                 -------------    --------------
                                                 (unaudited)       (unaudited)

              Research and development costs   $    1,727,644   $     1,209,659
              Less funding                             58,214           473,627
                                                 -------------    --------------
                                               $    1,669,430   $       736,032
                                                 =============    ==============


                                       6



              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


6)  STOCKHOLDERS' EQUITY
         Capital stock consists of the following:


                                                     Number of Shares
                                     -------------------------------------------
                                      Authorized          Issued and Outstanding
                                     -------------------------------------------
                                                  September 28,        June 29,
                                                      1996               1996
                                                  -------------     ------------
Preferred stock:                                   (unaudited)
    Preferred stock, $.01 par value    1,000,000        -                 -
                                     --------------------------     ------------
           Total preferred stock       1,000,000        -                 -
                                     --------------------------     ------------

Common Stock:
     Common stock, $.01 par value     10,000,000    4,448,475        4,448,375
                                     --------------------------     ------------
           Total common stock         10,000,000    4,448,475        4,448,375
                                     --------------------------     ------------

           Total capital stock        11,000,000    4,448,475        4,448,375
                                     ==========================     ============


                                       7



              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

7)  LONG-TERM DEBT
         Long-term debt consists of the following:


                                                  September 28,       June 29,
                                                     1996               1996
                                                  -------------    -------------
                                                  (unaudited)

    Unsecured note  payable  to the bank with
            interest  at  bank's  prime  rate
            (8.25%  at  September  28,  1996)
            payable  in   monthly   principal
            installment   of  $67,797,   plus
            interest, due December 31, 2000    $    3,457,627         3,661,017

    Unsecured note  payable  to the bank with
            interest  at  7.19%,  payable  in
            monthly principal installments of
            $67,797,   plus   interest,   due
            December 31,  2000.  This note is
            subject to a  prepayment  penalty
            equal  to the  lender's  lost net
            interest  income  resulting  from
            any  prepayment as defined in the
            loan agreement.                         3,457,627         3,661,017

    Note    payable   to  bank,   payable  in
            monthly  installments  of  $5,415
            including   interest,   with  any
            remaining  balance  due  in  July
            1999. The interest is adjusted to
            bank's  prime rate with a maximum
            change of 1%  annually  (8.75% at
            September 28, 1996).  The Note is
            secured by the land and building.         468,528           472,124
                                                 -------------    --------------
                                                    7,383,782         7,794,158

    Less current maturities                         1,625,201         1,624,641
                                                 =============    ==============
      Long-term debt, less current maturities       5,758,581         6,169,517
                                                 =============    ==============







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

GENERAL

The  Company  was formed in  January  1987.  The  Company's  initial  activities
consisted of selling  microwave  components and power  supplies,  and conducting
funded and nonfunded research and development  activities.  This research led to
the Company's  development  of  proprietary  plasma  deposition  systems used in
commercial   applications.   Although  the



                                       8



Company has supplied  products to  end-users,  semiconductor  capital  equipment
manufacturers (SCEMs), and researchers since inception,  it did not commence the
marketing of  deposition  systems for CVD diamond until Fiscal 1990. In February
1992,  the  Company,   through  its   wholly-owned   subsidiary,   ASTeX/Gerling
Laboratories,  Inc.  ("AGL"),  acquired  substantially all of the assets of Jova
Enterprises,   Inc.,  which  conducted  business  under  the  name  of  "Gerling
Laboratories".  In November 1995 the Company acquired all the outstanding shares
of Newton Engineering Service,  Inc. ("NES"), a manufacturer of high performance
transformers  used  across the  Company's  product  lines.  In January  1996 the
Company  acquired  all the shares of Ehrhorn  Technological  Operations,  Inc. a
manufacturer of radio frequency ("RF") generators used in semiconductor, medical
diagnostic imaging, and medical sterilization  applications.  At the acquisition
date the name was changed to ETO, Inc.  Applied Science and Technology,  GmbH, a
German  wholly-owned  subsidiary  of the Company,  has been  inactive  since its
inception.  The Company may use this subsidiary for future activities in Europe.
As set forth in the Company's Consolidated  Financial Statements,  total revenue
consists of product sales,  research  contract revenue and other revenue.  Other
revenue includes service, repair, spare parts and consulting services.

RESULTS  OF  OPERATIONS  FOR THE  THREE  MONTHS  ENDED  SEPTEMBER  28,  1996 AND
SEPTEMBER 30, 1995

The following table compares the  consolidated  statements of operations for the
three-month periods ended September 28,1996 and September 30, 1995.



              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
                COMPARATIVE CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

          
                                                SEPTEMBER 28, 1996      SEPTEMBER 30, 1995      CHANGE      CHANGE
<S>                                               <C>          <C>        <C>          <C>        <C>         <C>
                                                $ (000)       %         $ (000)       %         $ (000)       %
Product sales, net                               8,822         89%       5,088         90%      3,734          73%
Research contract revenue                          260          3%         207          4%         53          26%
Other revenue                                      778          8%         344          6%        434         126%
                                            ----------------------  ----------------------   ---------------------
        Total revenue                            9,860        100%       5,639        100%      4,221          75%

Cost of sales and revenue:
    Product sales and other revenues             5,927         60%       3,450         61%      2,477          72%
    Research contracts                             120          1%          66          1%         54          82%
                                            ----------------------  ----------------------   ---------------------
        Total cost of sales and revenue          6,047         61%       3,516         62%      2,531          72%
                                            ----------------------  ----------------------   ---------------------

        Gross profit                             3,813         39%       2,123         38%      1,690          80%
                                            ----------------------  ----------------------   ---------------------

Operating expenses:
    Research and development expenses            1,669         17%         736         13%        933         127%
    Selling expenses                               766          8%         533         10%        233          44%
    General and administrative expenses            842          8%         622         11%        220          35%
                                            ----------------------  ----------------------   ---------------------
        Total operating expenses                 3,277         33%       1,891         34%      1,386          73%
                                            ----------------------  ----------------------   ---------------------

        Earnings from operations                   536          6%         232          4%        304         131%
                                            ----------------------  ----------------------   ---------------------

Other expense (income):
    Interest expense                               152          2%           0          0%        152      -
    Interest income                               (115)        (1%)       (201)        (3%)        86         (43%)
    Other expense (income)                           4          0%           5          0%         (1)        (20%)
                                            ----------------------  ----------------------   ---------------------
        Total other expense (income)                41          1%        (196)        (3%)       237        (121%)
                                            ----------------------  ----------------------   ---------------------

        Earnings before income taxes               495          5%         428          8%         67          16%

Income tax expense                                 183          2%         130          2%         53          41%
                                            ----------------------  ----------------------   ---------------------

        Net earnings                               312          3%         298          5%         14           5%
                                            ----------------------  ----------------------   ---------------------
</TABLE>


                                       9



Total revenue increased in the first quarter of Fiscal 1997 by 75% to $9,860,000
compared to the first  quarter of Fiscal 1996. Of this sum  $3,553,000  was from
sales by ETO.  Product sales  increased by 73% to  $8,822,000.  Product sales to
OEMs increased by 70%,  primarily due to the acquisition of ETO and its sales of
medical  sterilization  and MRI imaging  products which accounted for 51% of the
increase in OEM sales in the first  quarter of Fiscal 1997 compared to the first
quarter of Fiscal 1996.  OEM sales to SCEM's  accounted for 19% of the increase,
primarily due to ozone generator sales (16% of the increase) and the acquisition
of ETO (9% of the  increase),  offset  by a 6%  decline  in sales  of  microwave
generators,  components,  and plasma  products  due to the  slowdown in the SCEM
market. Sales of equipment to end users (3% of the increase) is primarily due to
the acquisition of ETO's amateur radio business.
Sales to diamond customers of was unchanged.

Research  contract revenue  increased by $53,000 and other revenue  increased by
$434,000  (or 126%) in the first  quarter of Fiscal  1997  compared to the first
quarter of Fiscal 1996.  The increase in other  revenue is primarily  due to the
acquisition  of ETO which  obtains a larger  fraction of its total  revenue from
this category. Without ETO, the revenue growth in this classification would have
been 47% which is consistent with total growth without ETO.

Gross profits increased by $1,690,000 or 80% in the first quarter of Fiscal 1997
compared  to the first  quarter of Fiscal  1996.  Gross  margins as a percent of
sales improved to 39% in the first quarter of Fiscal 1997 compared to 38% in the
first  quarter of Fiscal 1996.  ETO's gross margin  historically  has been lower
than ASTeX primarily due to lower prices in a more competitive  market.  Without
the  acquisition  of ETO the gross  margin as a percent of sales would have been
46% in the first  quarter of Fiscal 1997 compared to 38% in the first quarter of
Fiscal  1996.  The  Company's  gross  margin   improved  due  to   manufacturing
efficiencies,  design improvements,  controlling of fixed manufacturing overhead
and increased volume in ozone products.  The  semiconductor  segment is a highly
competitive  market that will require  continued  cost  improvement  in order to
maintain existing margins.  The Company anticipates that downward price pressure
due to the  downturn  in the SCEM  market  could  impact  future  gross  margins
although the Company is actively implementing cost reduction measures.  Research
contract  gross margin  declined in the first quarter of Fiscal 1997 compared to
the first  quarter of Fiscal  1996  primarily  due to  increased  overhead  cost
sharing on government funded CVD contracts.

Research  and  development  expenses  increased by $933,000 or 127% in the first
quarter of Fiscal 1997 compared to the first quarter of Fiscal 1996. The Company
continues to make  significant  investments  in RD&E in order to support  future
growth. The investments are in the  semiconductor,  medical and diamond business
segments.  Outcomes  of  these  investments  will  be  anticipated  new  product
introductions  in Fiscal 1997 such as an advanced compact  integrated  microwave
plasma source.  This product will be used for  photoresist  stripping by leading
SCEMs,  which is  expected  to go into  production  in the second half of Fiscal
1997. The Company anticipates  comparable expense spending as a percent of sales
though Fiscal 1997.


                                       10



Selling  expenses  decreased to 8% of sales in the first  quarter of Fiscal 1997
compared to 10% of sales in the first  quarter of Fiscal  1996.  Gross  spending
increased  by  44%  primarily  due  to  the  acquisition  of  ETO.  The  Company
anticipates  comparable  expense  spending as a percent of sales  though  Fiscal
1997.

General  and  administrative  expenses  decreased  to 8% of sales  in the  first
quarter of Fiscal 1997  compared to 11% of sales in the first  quarter of Fiscal
1996.  Gross spending  increased by 35% primarily due to the acquisition of ETO,
additional personnel in finance, human resources,  MIS and facility maintenance,
higher cost of audit and tax fees due to the  increased  size and  complexity of
the Company,  and increased  cost of legal expenses  associated  with patent and
intellectual  property  issues.  The  Company  anticipates   comparable  expense
spending as a percent of sales though Fiscal 1997.

Earnings from  operations  increased by 131% to 6% of sales in the first quarter
of Fiscal 1997  compared to 4% of sales the first  quarter of Fiscal  1996.  The
increase in operating  income is a result of  increased  sales,  improved  gross
margins,  and the  reduction as a percent of sales in sales  expense and general
and administrative costs. The Company anticipates comparable expense spending as
a percent of sales though Fiscal 1997.

Interest  expense  was  $152,000  in the first  quarter  of Fiscal  1997 with no
comparable expense in the first quarter of Fiscal 1996. The increase in interest
expense is primarily due to two bank notes  incurred as part of the financing of
the ETO acquisition. Interest income was $115,000 in the first quarter of Fiscal
1997  compared to $201,000  the first  quarter of Fiscal  1996.  The decrease in
interest  income is primarily  due to having less cash  investments  than in the
prior fiscal year due to the cash used for the ETO acquisition.

Income tax expense was $183,000 in the first  quarter of Fiscal 1997 compared to
$130,000 in the first quarter of Fiscal 1996.

ETO  contributed  $3,553,000 in sales or 36% of the total Company's sales in the
first quarter of Fiscal 1997. While ETO was profitable  during the quarter,  the
acquisition was dilutive to earnings, which is consistent with the impairment of
goodwill  write-off  that the Company took in the fourth quarter of Fiscal 1996.
Without ETO, earnings per share would have been $0.11 for the quarter.


LIQUIDITY AND CAPITAL RESOURCES

At  September  28,  1996  the  Company  had cash and  long-term  investments  of
$6,690,000  with working  capital of $18,228,000  compared to September 30, 1995
when the Company had had cash and  long-term  investments  of  $11,129,000  with
working capital of $17,322,000.

For the first  quarter of Fiscal 1997 the Company  provided cash of $40,000 from
operating  activities and used cash of $419,000 for investing  activities.  Cash
used  for  investing  activities  was  primarily  $1,299,000  used  to  purchase
investments,  off-set by sales of $994,000 of  investments,  and the addition of
fixed assets and patents for


                                       11




$113,000. The Company used cash of $410,000 for financing activities,  primarily
for repayment of notes payable.

For the first quarter of Fiscal 1996 the Company used  $1,506,000  for operating
activities  and provided  $277,000  from  investment  activities.  Sales of cash
investments  provided  $4,180,000,  while  purchase  of  cash  investments  used
$2,998,000 and additions to fixed assets and patents used $905,000.  Net cash of
$1,010,000 was provided by financing activities,  primarily from the exercise of
private placement warrants and incentive stock options.  At September 30, 1995 a
total of 84,237  warrants had been exercised to purchase common stock at a price
of $9.60 per share, which provided funds of $809,000 during the quarter.

The Company has two unsecured  promissory note agreements with State Street Bank
and Trust  Company,  as  described  in footnote 7. In addition the Company has a
credit  facility with State Street Bank and Trust Company which consists of a $2
million unsecured demand line of credit for working capital purposes. There were
no  outstanding  borrowings at September 28, 1996. The credit  facility  expires
November 30, 1996, and the Company  anticipates  that the line of credit will be
renewed.

The Company continues to use its cash resources for development of new products,
expanding  sales and marketing,  performing  collaborative  product  development
projects,  and for general working capital.  The Company continues to seek joint
ventures  and/or  acquisitions  that will enhance the Company's  position in the
market while increasing revenue growth and profitability.  However,  the Company
has made no material commitments to acquire other businesses at this time and no
assurance  can be given  that the  Company  will make such  acquisitions  in the
future.

  
                                     12



              APPLIED SCIENCE AND TECHNOLOGY INC. AND SUBSIDIARIES

                            PART II OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 10Q

         Computation of Per Share Earnings

                                    Three Months Ended
                              -----------------------------

                               September 28,  September 30,
                                 1996             1995
                              ------------    -------------
                                (unaudited)   (unaudited)

Net earnings                $     311,915   $      298,520
                              ============    =============

Primary earnings per share:
      Weighted average common
      shares outstanding...     4,448,402        3,910,332
      Dilutive stock options
      and warrants...              40,885          160,842

                              ------------    -------------
                                4,489,287        4,071,174
                              ============    =============

Earnings per share...       $        0.07$            0.07
                              ============    =============

Fully diluted earnings per share:
      Weighted average common
      shares outstanding...     4,448,402        3,910,332
      Dilutive stock options
      and warrants...              40,885          162,079

                              ------------    -------------
                                4,489,287        4,072,411
                              ============    =============

Earnings per share...       $        0.07$            0.07
                              ============    =============


                                       13


SIGNATURES



Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



         Dated:       November 5, 1996


         APPLIED SCIENCE AND TECHNOLOGY, INC.
         (Registrant)



         /s/ Richard S. Post
         --------------------------
         Richard S. Post
         President & Chairman of the Board



         /s/ John M. Tarrh
         --------------------------
         John M. Tarrh
         Senior Vice President
         Principal Financial Officer




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