APPLIED SCIENCE & TECHNOLOGY INC
10-Q, 1997-11-10
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 27, 1997
                                        -------------------

(    )   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)

                                   ----------

                                 (781) 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                5,673,800
     -----------------------------      ----------------------------------
                     Class              Outstanding as of October 29, 1997

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













              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                                      INDEX


         TITLE                                                     PAGE
         -----                                                     ----

Part I.       FINANCIAL INFORMATION

ITEM 1        FINANCIAL STATEMENTS


         Consolidated Statements of Operations for the Three Months Ended  
         September 27, 1997 and September 28, 1996                          2

         Consolidated Balance Sheets-
         September 27, 1997 and June 28, 1997                               3

         Consolidated Statements of Cash Flows for the Three Months Ended
         September 27, 1997 and September 28, 1996                          4

         Notes to Consolidated Financial Statements                         5



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


PART II.      OTHER INFORMATION

Items 1-5     None

Item 6        Exhibits and Reports on Form 8-K                             13


SIGNATURES                                                                 14




                                       1











ITEM 1   FINANCIAL STATEMENTS

                         APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                    --------------------------------------
                                                     September 27,        September 28,
                                                          1997                 1996
                                                    -----------------    -----------------
                                                      (unaudited)          (unaudited)


<S>                                               <C>                  <C>               
Product sales, net                                $       16,580,003   $        8,822,457
Research contract revenue                                    200,040              259,916
Other revenue                                                641,259              777,967
                                                    -----------------    -----------------
          Total revenue                                   17,421,302            9,860,340
                                                    -----------------    -----------------

Cost of sales and revenue:
      Product sales and other revenue                     10,879,415            5,927,383
      Research contracts                                      67,870              119,543
                                                    -----------------    -----------------
          Total cost of sales and revenue                 10,947,285            6,046,926
                                                    -----------------    -----------------

          Gross profit                                     6,474,017            3,813,414

Operating expenses:
      Research and development expenses (note 5)           2,561,006            1,669,430
      Selling expenses                                       835,059              765,963
      General and administrative expenses                  1,400,904              842,325
                                                    -----------------    -----------------
          Total operating expenses                         4,796,969            3,277,718
                                                    -----------------    -----------------

          Earnings from operations                         1,677,048              535,696

Other expense (income):
      Interest expense                                       160,711              152,200
      Interest income                                        (80,056)            (115,217)
      Other expense (income)                                (236,557)               3,797
                                                    -----------------    -----------------
          Total other (income) expense                      (155,902)              40,780
                                                    -----------------    -----------------

          Earnings before income taxes                     1,832,950              494,916

Income tax expense                                           678,000              183,000
                                                    -----------------    -----------------

          Net earnings                            $        1,154,950     $        311,916
                                                    -----------------    -----------------

Primary net earnings per share                    $             0.23     $           0.07
                                                    -----------------    -----------------
Fully diluted net earnings per share              $             0.22     $           0.07
                                                    -----------------    -----------------

Weighted average common shares outstanding used
      to calculate primary earnings per share              5,069,825            4,489,287
                                                    -----------------    -----------------

Weighted average common shares outstanding used
      to calculate fully diluted earnings per share        5,205,765            4,489,287
                                                    -----------------    -----------------

</TABLE>


See accompanying Notes to Consolidated Financial Statements.

                                       2





              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>



       Assets                                                                September 27,           June 28,
                                                                                1997                  1997
                                                                           ----------------      ----------------
                                                                             (unaudited)
<S>                                                                    <C>                   <C>              


Current assets:
       Cash and cash equivalents                                       $       9,293,426     $       3,246,337
       Short-term marketable investments                                       1,299,658                     0
       Accounts receivable, trade, net (note 3)                               10,116,114            11,915,919
       Inventories (note 4)                                                   10,866,968            10,013,422
       Prepaid expenses and other assets                                         249,067               276,682
       Deferred income taxes                                                     895,237               895,237
                                                                         ----------------      ----------------
                         Total current assets                                 32,720,470            26,347,597
                                                                         ----------------      ----------------

Property, plant and equipment:
       Land                                                                      473,000               473,000
       Building and improvements                                               1,624,578             1,621,469
       Equipment                                                               8,103,478             7,871,718
       Furniture and fixtures                                                    746,955               741,143
       Leasehold improvements                                                  1,946,801             1,946,800
                                                                         ----------------      ----------------
                                                                              12,894,812            12,654,130
       Less accumulated depreciation and amortization                         (5,670,168)           (5,150,881)
                                                                         ----------------      ----------------
                         Net property, plant and equipment                     7,224,644             7,503,249
                                                                         ----------------      ----------------

Other assets:
       Patents, net                                                              156,828               148,794
       Goodwill, net of accumulated amortization                               3,227,599             3,261,652
       Long-term investments                                                           0             1,299,545
       Notes receivable, less current maturities                                 382,072               383,080
       Other                                                                     141,486               383,304
                                                                         ----------------      ----------------
                         Total other assets                                    3,907,985             5,476,375
                                                                         ----------------      ----------------
                                                                       $      43,853,099     $      39,327,221
                                                                         ================      ================
       Liabilities and Stockholders' Equity

Current liabilities:
       Current maturities of long-term debt (note 7)                           1,824,397             1,824,397
       Accounts payable                                                        3,568,376             3,869,521
       Accrued expenses                                                        1,240,960             1,374,635
       Accrued compensation expense and related costs                          1,048,872             1,448,928
       Accrued income tax expense                                                704,488               647,142
       Commissions payable and customer advances                                 264,749               226,672
                                                                         ----------------      ----------------
                         Total current liabilities                             8,651,842             9,391,295
                                                                         ----------------      ----------------

Long-term debt, less current maturities (note 7)                               5,909,666             6,368,913
Deferred income taxes                                                             78,003                78,003
                                                                         ----------------      ----------------
                         Total liabilities                                    14,639,511            15,838,211
                                                                         ----------------      ----------------

Stockholders' equity (note 6):
       Common stock: issued 4,862,437 shares (4,519,006 shares at 6/28/97);       48,624                45,190
       outstanding 4,862,437 shares (4,519,006 shares at 6/28/97)
       Additional paid-in capital                                             32,426,039            27,859,845
       Accumulated deficit                                                    (3,112,749)           (4,267,699)
       Less:  Notes receivable for common stock purchases                       (148,326)             (148,326)
                                                                         ----------------      ----------------
                         Total stockholders' equity                           29,213,588            23,489,010
                                                                         ----------------      ----------------
                                                                       $      43,853,099     $      39,327,221
                                                                         ================      ================


See accompanying Notes to Consolidated Financial Statements.

</TABLE>




                                       3

























              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

 

<TABLE>
<CAPTION>

                                                                       Three Months Ended
                                                             ----------------------------------------
                                                               September 27,         September 28,
                                                                   1997                  1996
                                                             ------------------    ------------------
                                                                (unaudited)           (unaudited)

Cash flows from operating activities:
<S>                                                        <C>                   <C>                
         Net earnings                                      $         1,154,950   $           311,916
         Adjustments to reconcile net earnings to net cash
         provided by operating activities:
               Depreciation                                            519,287               423,167
               Amortization                                             89,770                16,322
               Equipment transferred to inventory                            0                54,154
               Gain on investment                                     (250,000)                    0
               Changes in assets and liabilities:
                   Accounts receivable                               1,799,805             1,376,603
                   Inventories                                        (853,546)             (500,538)
                   Prepaid expenses and other assets                    27,615               (60,304)
                   Note receivable                                       1,008                30,079
                   Accounts payable                                   (301,145)             (659,896)
                   Accrued expenses                                   (476,385)             (884,582)
                   Commissions payable and customer advances            38,077               (67,067)
                                                             ------------------    ------------------
                           Net cash provided by
                              operating activities                   1,749,436                39,854
                                                             ------------------    ------------------

Cash flows from investing activities:
         Acquisition related expenses                                  (50,521)                    0
         Purchases of investments                                         (113)           (1,299,102)
         Sales of investments                                                0               993,534
         Additions to property and equipment                          (240,682)              (80,147)
         Patents and other assets                                      (21,412)              (32,910)
         Proceeds from sale of investment                              500,000                     0
                                                             ------------------    ------------------
                           Net cash provided by (used for)
                              investing activities                     187,272              (418,625)
                                                             ------------------    ------------------

Cash flows from financing activities:
         Repayments of notes payable                                  (459,247)             (410,376)
         Net proceeds from issuance of common stock                  4,569,628                   500
                           Net cash provided by (used for)
                              financing activities                   4,110,381              (409,876)
                                                             ------------------    ------------------

Net increase (decrease) in cash and cash equivalents                 6,047,089              (788,647)

Cash and cash equivalents at beginning of period                     3,246,337             5,182,294
                                                            -------------------   ------------------

Cash and cash equivalents at end of period                 $         9,293,426   $         4,393,647
                                                             ==================    ==================

Supplemental disclosures of cash flow information:
         Cash paid during the period for:
              Interest                                     $           165,362   $           152,200
              Income taxes                                 $           620,654   $           412,304

See accompanying Notes to Consolidated Financial Statements.

</TABLE>




                                       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  27,  1997  and
         September  28, 1996 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 28, 1997,  and the notes
         thereto  included in the Company's  Form 10-K filed with the Securities
         and Exchange Commission.

         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.


3)   ACCOUNTS RECEIVABLE


<TABLE>
<CAPTION>

                                                        September 27,          June 28,
                                                           1997                  1997
                                                      ---------------      --------------
                                                       (unaudited)

<S>                                                 <C>                  <C>            
            Accounts receivable, trade              $     10,396,092     $    11,857,598
            Notes receivable, current portion                 64,982             384,663
            Allowance for doubtful accounts                 (344,960)           (326,342)
                                                      ---------------      --------------
                                                    $     10,116,114     $    11,915,919
                                                      ===============      ==============

</TABLE>

(4)  INVENTORIES

         Inventories consist of the following:

<TABLE>
<CAPTION>

                                                        September 27,        June 28,
                                                           1997                1997
                                                      ---------------      --------------
                                                       (unaudited)

<S>                                                 <C>                  <C>            
            Raw materials                           $      7,018,800     $     6,566,718
            Work in process                                2,843,601           2,534,245
            Finished goods                                 1,004,567             912,459
                                                      ---------------      --------------
                                                    $     10,866,968     $    10,013,422
                                                      ===============      ==============
</TABLE>



                                       5






              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

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:

        
<TABLE>
<CAPTION>


                                                               Three Months Ended
                                                        -----------------------------------------------
                                                           September 27,              September 28,
                                                               1997                       1996
                                                        --------------------       --------------------
                                                            (unaudited)                (unaudited)

<S>                                                   <C>                        <C>                  
            Research and development costs            $           2,673,392      $           1,727,644
            Less funding                                            112,385                     58,214
                                                        --------------------       --------------------
                                                      $           2,561,007      $           1,669,430
                                                        ====================       ====================

</TABLE>




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

<TABLE>
<CAPTION>

                                                              Number of Shares
                                               -----------------------------------------------
                                                 Authorized              Issued and Outstanding
                                               -----------------------------------------------
                                                               September 27,      June 28,
                                                                   1997             1997
                                                              ---------------  ---------------
             Preferred stock:                                  (unaudited)
<S>                                            <C>               <C>            <C>                       
                 Preferred stock, $.01 par value,   1,000,000       -                -
                                               ------------------------------  ---------------
                        Total preferred stock       1,000,000       -                -
                                               ------------------------------  ---------------

             Common Stock:
                  Common stock, $.01 par value     10,000,000      4,862,437        4,519,006
                                               ------------------------------  ---------------
                        Total common stock         10,000,000      4,862,437        4,519,006
                                               ------------------------------  ---------------

                        Total capital stock        11,000,000      4,862,437        4,519,006
                                               ==============================  ===============


</TABLE>



                                       6









              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

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

<TABLE>
<CAPTION>

                                                                       September 27,                June 28,
                                                                           1997                       1997
                                                                    --------------------       --------------------
                                                                        (unaudited)
<S>                                                              <C>                          <C>
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, 1997).
        The Note is secured by the land and
        building.                                                 $             439,148      $             445,853

Unsecured note payable to the bank with interest
        at bank's prime rate (8.5% at September
        27, 1997) payable in monthly principal
        installment of $83,051, plus interest,
        due June 30, 2002                                                     4,650,847                  4,900,000

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.                                                2,644,068                  2,847,457
                                                                    --------------------       --------------------
                                                                              7,734,063                  8,193,310

Less current maturities                                                       1,824,397                  1,824,397
                                                                    --------------------       --------------------
        Long-term debt, less current maturities                   $           5,909,666      $           6,368,913
                                                                    ====================       ====================

</TABLE>



8)   SUBSEQUENT EVENTS

On October 1, 1997 the Company  acquired all the shares of Sorbios  GmbH,  to be
renamed  ASTeX  Sorbios  GmbH.  The  acquisition  will be  accounted  for by the
purchase  method of  accounting  and  accordingly  the  purchase  price  will be
allocated to the assets acquired and liabilities assumed based on fair values at
the date of acquisition.

At September 27, 1997  $4,861,000  had been  transferred to an escrow account in
anticipation  of the  acquisition.  These  funds are  included  in cash and cash
equivalents in the September 27, 1997 balance sheet. Of these funds,  $3,507,000
was used for the  acquisition  while the  remainder  was used to repay  debt and
recapitalize the acquired company.

On September 3, 1997 the Company  announced that it had met the requirements for
redemption of the 1,955,000  redeemable  warrants  issued in connection with the
Company's IPO and would call the warrants for redemption. At September 27, 1997,
599,226  warrants had been  redeemed for 304,107  shares of common stock for net
cash of $4,221,000.  As of October 29, 1997 a total of  approximately  1,069,270
shares of common stock had been issued  associated  with the warrant  conversion
for net cash of  $14,903,000.  These  funds  have  been used to repay all of the
Company's long-term debt.


                                       7






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

GENERAL

Applied  Science and  Technology,  Inc. (the  "Company" or "ASTeX") is a leading
provider of innovative  production  technology  for the  manufacture of advanced
semiconductor  devices.  The  Company's  products are  typically  used in plasma
production  techniques  in  which  gases  are  heated  to  form a  plasma  which
chemically interacts with a substrate material. ASTeX markets its plasma sources
and subsystems,  ozone generators and subsystems, and specialty power sources to
the world's leading semiconductor capital equipment manufacturers. ASTeX markets
the same  underlying core  technology for medical,  electro-optic  and synthetic
diamond applications.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1997 AND
SEPTEMBER 28, 1996

The following table compares the  consolidated  statements of operations for the
three-month periods ended September 27, 1997 and September 28, 1996.



             APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES
 
              COMPARATIVE CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>



                                                                                 THREE MONTHS ENDED
                                                      --------------------------------------------------------------------------
                                                          SEPT 27, 1997             SEPT 28, 1996          CHANGE     CHANGE
                                                        $ (000)       %          $ (000)        %         $ (000)       %
<S>                                                        <C>            <C>        <C>            <C>      <C>             <C>
Product sales, net                                         16,580         95%        8,822          89%      7,758           88%
Research contract revenue                                     200          1%          260           3%        (60)         (23%)
Other revenue                                                 641          4%          778           8%       (137)         (18%)
                                                      -----------------------   -----------------------   ----------------------
        Total revenue                                      17,421        100%        9,860         100%      7,561           77%

Cost of sales and revenue:
     Product sales and other revenues                      10,879         63%        5,927          60%      4,952           84%
     Research contracts                                        68          0%          120           1%        (52)         (43%)
                                                      -----------------------   -----------------------   ----------------------
        Total cost of sales and revenue                    10,947         63%        6,047          61%      4,900           81%
                                                      -----------------------   -----------------------   ----------------------

        Gross profit                                        6,474         37%        3,813          39%      2,661           70%
                                                      -----------------------   -----------------------   ----------------------

Operating expenses:
     Research and development expenses                      2,561         15%        1,669          17%        892           53%
     Selling expenses                                         835          4%          766           8%         69            9%
     General and administrative expenses                    1,401          8%          842           9%        559           66%
                                                      -----------------------   -----------------------   ----------------------
        Total operating expenses                            4,797         27%        3,277          34%      1,520           46%
                                                      -----------------------   -----------------------   ----------------------

        Earnings from operations                            1,677         10%          536           5%      1,141          213%
                                                      -----------------------   -----------------------   ----------------------

Other (income) expense:
     Interest expense                                         161          0%          152           1%          9            6%
     Interest income                                          (80)        (0%)        (115)         (1%)        35          (30%)
     Other (income) expense                                  (237)        (1%)           4           0%       (241)       (6025%)
                                                      -----------------------   -----------------------   ----------------------
        Total other expense (income)                         (156)        (1%)          41           0%       (197)        (480%)
                                                      -----------------------   -----------------------   ----------------------

        Earnings before income taxes                        1,833         11%          495           5%      1,338          270%

Income tax expense                                            678          4%          183           2%        495          270%
                                                      -----------------------   -----------------------   ----------------------

        Net earnings                                        1,155          7%          312           3%        843          270%
                                                      -----------------------   -----------------------   ----------------------



</TABLE>







                                       8











Total  revenue  increased  in  the  first  quarter  of  Fiscal  1998  by  77% to
$17,421,000  compared to the first quarter Fiscal 1997.  This growth is a result
of acquisitions and a 92% increase in semiconductor  capital equipment  revenues
primarily due to the industry's recovery.  Specialty power supplies increased by
58%  compared to Fiscal 1997,  primarily  due to the  acquisition  of ASTeX CPI,
completed in May 1997,  which  contributed  $3,557,000 in revenues for the first
quarter of Fiscal 1998.  Research contract revenue and other revenue  consisting
of service, spare parts and repairs declined in the first quarter of Fiscal 1998
compared to the first quarter of Fiscal 1997.

Gross profits increased by $2,661,000 or 70% in the first quarter of Fiscal 1998
compared to Fiscal 1997.  Gross profit as a percent of revenues  decreased  from
39% in Fiscal 1997 to 37% in Fiscal 1998 primarily due to the acquisition of CPI
whose products have lower gross margins than other product lines in the Company.
In addition,  gross margins were negatively impacted by new product introduction
ramp-up costs.  The Company  continues to focus on improving  gross margins with
the introduction of new products with anticipated  higher margins,  and improved
manufacturing efficiencies and methods.

Net research and development  expenses  increased by 53% to $2,561,000 in Fiscal
1998 compared to Fiscal 1997.  Gross spending  (total  research and  development
spending  including  funded  joint  development  and the direct cost of research
contracts)  increased  by 48% to  $2,741,000  in Fiscal 1998  compared to Fiscal
1997.  The  increase  is  primarily  due  to  new   acquisitions  and  increased
investments in new products.  The Company is committed to continued  investments
in research  and  development  in order to advance its  position as a market and
technological leader.

Selling expenses  increased by 9% but decreased as a percent of revenue to 4% in
Fiscal 1998 compared to 8% in Fiscal 1997. The decrease as a percent of revenues
is due  to  consolidation  of  the  Company's  semiconductor  sales  activities,
reduction of headcount and other expense reductions.  General and administrative
expenses  increased  by 66% but  decreased  to 8% of  revenues  in  Fiscal  1998
compared  to 9% in Fiscal  1997.  The  increase  is  primarily  due to  goodwill
amortization and increased  expenses from the acquisition of ASTeX CPI and other
increases due to growth and complexity of the Company.  Despite these additions,
cost reduction efforts have reduced the overall level of increase.

Operating  income  increased by 213% to  $1,677,000  or 10% of revenue in Fiscal
1998 compared to Fiscal 1997. The increased operating income is due to increased
revenues,  increased  gross  profit and a reduction  of expenses as a percent of
revenue.

Interest expense increased by $9,000 and interest income decreased by $35,000 in
Fiscal 1998  compared to Fiscal  1997.  Other  income  increased  by $241,000 in
Fiscal 1998 compared to Fiscal 1997 due to the gain on the sale of the Company's
investment in Low Entropy Systems, Inc.

Income tax  expense was  $678,000 in Fiscal 1998  compared to $183,000 in Fiscal
1997.

The Company's  backlog consists of purchase orders for products and research and
development  contracts.   At  September  27,  1997  the  Company's  backlog  was
$18,767,000  (consisting of  $18,137,000  for products and $630,000 for research
contracts)  compared to backlog at September 28, 1996 of $5,595,000  (consisting
of $4,925,000  for products and $670,000 for research  contracts).  Bookings for
Fiscal  1998 were a record  $22,479,000  compared  to Fiscal  1997  bookings  of
$7,438,000.  The Company expects to complete all product backlog during the next
12 months.  The backlog  excludes supply  agreements  with certain  SCEM's.  The
supply agreements,  as well as certain government  contracts,  typically provide
for modification or cancellation with little or no penalty.

The  Company  does  not  expect  inflation  to  have a  material  effect  on its
operations.  The Company  does not know of any  environmental  issues that would
have a material effect on its operations.



                                       9










LIQUIDITY AND CAPITAL RESOURCES

At September 27, 1997 the Company had cash and short-term marketable investments
of $10,593,000  with working  capital of  $24,069,000  compared to September 28,
1996 when the Company had cash, short-term marketable  investments and long-term
investments of $6,690,000 with working capital of $18,228,000.  At September 27,
1997 the Company had  committed  $4,861,000 to the purchase of Sorbios GmbH (see
footnote 8 of the Notes to Consolidated Financial Statements).

For the  first  three  months of  Fiscal  1998,  the  Company  provided  cash of
$1,749,000  from  operating  activities  and  provided  cash  of  $187,000  from
investing activities.  Cash used for investing activities was primarily $262,000
for  additions  to  fixed  assets  and  patents  and  $51,000  for   acquisition
activities,  off-set by the proceeds of the sale of the Company's  investment in
Low Entropy Systems, Inc. The Company provided cash of $4,110,000 from financing
activities,  primarily due to exercise of redeemable  warrants and options which
provided  cash of  $4,570,000  (see  footnote  8 of the  Notes  to  Consolidated
Financial Statements), offset by repayment of debt for $459,000.

The Company has two unsecured  promissory note agreements with State Street Bank
and Trust  Company,  as  described  in  footnote 7 of the Notes to  Consolidated
Financial Statements.  In addition, the Company has a credit facility with State
Street Bank and Trust Company which consists of an $8,000,000  unsecured  demand
line  of  credit  for  working  capital  purposes.  There  were  no  outstanding
borrowings  under the line of credit at September 27, 1997. The credit  facility
expires in May, 2000.

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.

Management believes that existing cash resources, investments,  anticipated cash
flows from operations and its credit facility will be sufficient to meet planned
operating expenses and working capital requirements for a period of at least the
next 12 months.


                                       10












              APPLIED SCIENCE AND TECHNOLOGY, INC. AND SUBSIDIARIES

PART II.      OTHER INFORMATION


ITEM 6        EXHIBITS AND REPORTS ON FORM 8-K


         Computation of Per Share Earnings

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

                                               September 27,    September 28,
                                                 1997                1996
                                            ----------------    ---------------
                                              (unaudited)        (unaudited)

Net earnings (loss)                       $       1,154,950   $      $ 311,915
                                            ================    ===============

Primary earnings per share:
      Weighted average common
      shares outstanding...                       4,551,733          4,448,402
      Dilutive stock options
      and warrants...                               518,092             40,885

                                            ----------------    ---------------
                                                  5,069,825          4,489,287
                                            ================    ===============

Earnings per share                        $            0.23    $          0.07
                                            ================    ===============

Fully diluted earnings per share:
      Weighted average common
      shares outstanding...                       4,551,733          4,448,402
      Dilutive stock options
      and warrants...                               654,032             40,885

                                            ----------------    ---------------
                                                  5,205,765          4,489,287
                                            ================    ===============

Earnings per share...                     $            0.22     $         0.07
                                            ================    ===============



                                       11






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:       October 29, 1997


         APPLIED SCIENCE AND TECHNOLOGY, INC.
         (Registrant)

<TABLE>
<CAPTION>

Name                          Capacity                                 Date
- ----                          --------                                 ----
                                                                    
                                                                    
<S>                           <C>                                     <C> 
/S/ Richard S. Post           Chairman of the Board, Chief             October 29, 1997
- -------------------------     Executive Officer and President       
Richard S. Post               (principal executive officer)          
                                                                    
                                                                    
                                                                    
/S/ John M. Tarrh             Chief Financial Officer, Senior          October 29, 1997
- ------------------------      Vice President of Finance             
John M. Tarrh                 (principal financial and accounting    
                              officer) and Director                 
                                                                    

</TABLE>





                                       12

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              JUN-28-1997
<PERIOD-END>                                   SEP-27-1997
<CASH>                                         9,293,426
<SECURITIES>                                   1,299,658
<RECEIVABLES>                                  10,461,074
<ALLOWANCES>                                   344,960
<INVENTORY>                                    10,866,968
<CURRENT-ASSETS>                               32,720,470
<PP&E>                                         12,894,812
<DEPRECIATION>                                 (5,670,168)
<TOTAL-ASSETS>                                 43,853,099
<CURRENT-LIABILITIES>                          8,651,842
<BONDS>                                        5,909,666
                          0
                                    0
<COMMON>                                       48,624
<OTHER-SE>                                     29,164,964
<TOTAL-LIABILITY-AND-EQUITY>                   43,853,099
<SALES>                                        17,221,262
<TOTAL-REVENUES>                               17,421,302
<CGS>                                          10,879,415
<TOTAL-COSTS>                                  10,947,285
<OTHER-EXPENSES>                               4,796,969
<LOSS-PROVISION>                               (18,618)
<INTEREST-EXPENSE>                             160,711
<INCOME-PRETAX>                                1,832,950
<INCOME-TAX>                                   678,000
<INCOME-CONTINUING>                            1,832,950
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,154,950
<EPS-PRIMARY>                                  0.23
<EPS-DILUTED>                                  0.22
        


</TABLE>


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