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 June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to ______________
Commission file number 0-25424
Semitool, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Montana 81-0384392
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
655 West Reserve Drive
Kalispell, Montana 59901
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (406)752-2107
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO __
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:
Title Outstanding as of August 5, 1998
Common Stock 13,792,023
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SEMITOOL, INC.
CONSOLIDATED BALANCE SHEETS
June 30, 1998 and September 30, 1997
(Amounts in Thousands, Except for Share Amounts)
<TABLE>
June 30, September 30,
ASSETS 1998 1997
---------------- ---------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,087 $ 5,060
Trade receivables, less allowance for doubtful
accounts of $251 and $224 36,303 40,896
Inventories 42,054 41,124
Prepaid expenses and other current assets 2,232 1,771
Deferred income taxes 5,902 5,902
---------------- ---------------
Total current assets 91,578 94,753
Property, plant and equipment, net 36,209 33,685
Intangibles, less accumulated amortization of $2,149 and $1,460 3,499 2,142
Other assets, net 1,115 1,145
---------------- ---------------
Total assets $ 132,401 $ 131,725
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ 4,000 $ 4,000
Accounts payable 10,657 16,735
Accrued commissions 1,705 1,850
Accrued warranty and installation 11,462 9,820
Accrued payroll and related benefits 5,978 6,164
Other accrued liabilities 1,631 1,029
Customer advances 2,697 1,722
Income taxes payable 766 2,986
Long-term debt, due within one year 605 393
Payable to shareholder 6 7
---------------- ---------------
Total current liabilities 39,507 44,706
Long-term debt, due after one year 3,951 3,364
Deferred income taxes 2,075 2,075
---------------- ---------------
Total liabilities 45,533 50,145
---------------- ---------------
Contingencies (Note 5)
Shareholders' equity:
Preferred stock, no par value, 5,000,000 shares authorized,
no shares issued and outstanding -- --
Common stock, no par value, 30,000,000 shares authorized,
13,791,423 and 13,755,514 shares issued and outstanding 41,242 40,590
Retained earnings 46,457 40,949
Foreign currency translation adjustment (831) 41
---------------- ---------------
Total shareholders' equity 86,868 81,580
---------------- ---------------
Total liabilities and shareholders' equity $ 132,401 $ 131,725
================ ===============
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
2
<PAGE>
SEMITOOL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
for the three and nine months ended June 30, 1998 and 1997
(Amounts in Thousands, Except for Per Share Amounts)
<TABLE>
Three Months Ended Nine Months Ended
June 30, June 30,
--------------------------- ---------------------------
<S> <C> <C> <C> <C>
1998 1997 1998 1997
----------- ----------- ----------- -----------
Net sales $ 46,572 $ 49,480 $ 138,815 $ 137,215
Cost of sales 22,463 26,319 66,960 74,064
----------- ----------- ----------- -----------
Gross profit 24,109 23,161 71,855 63,151
----------- ----------- ----------- -----------
Operating expenses:
Selling, general and administrative 15,181 12,677 43,381 34,499
Research and development 6,313 5,154 19,336 15,457
----------- ----------- ----------- -----------
Total operating expenses 21,494 17,831 62,717 49,956
----------- ----------- ----------- -----------
Income from operations 2,615 5,330 9,138 13,195
Other income (expense), net (252) (56) (395) (128)
----------- ----------- ----------- -----------
Income before income taxes 2,363 5,274 8,743 13,067
Provision for income taxes 874 2,004 3,235 4,965
----------- ----------- ----------- -----------
Net income $ 1,489 $ 3,270 $ 5,508 $ 8,102
=========== =========== =========== ===========
Earnings per share:
Basic $ 0.11 $ 0.24 $ 0.40 $ 0.59
=========== =========== =========== ===========
Diluted $ 0.11 $ 0.24 $ 0.40 $ 0.59
=========== =========== =========== ===========
Average common shares:
Basic 13,790 13,669 13,780 13,665
=========== =========== =========== ===========
Diluted 13,874 13,791 13,944 13,775
=========== =========== =========== ===========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
3
<PAGE>
SEMITOOL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
for the nine months ended June 30, 1998 and 1997
(Amounts in Thousands)
<TABLE>
Nine Months Ended
June 30,
-----------------------------
<S> <C> <C>
1998 1997
----------- -----------
Operating activities:
Net income $ 5,508 $ 8,102
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 7,778 4,272
Other 120 (2)
Change in:
Trade receivables 3,305 4,962
Inventories (3,032) (14,219)
Prepaid expenses and other current assets (462) 732
Other assets (214) (279)
Accounts payable (5,515) (2,715)
Accrued commissions (145) (176)
Accrued warranty and installation 1,642 1,521
Accrued payroll and related benefits (186) 928
Other accrued liabilities 602 67
Customer advances 977 (1,516)
Income taxes payable (1,904) 215
Shareholder payable (1) (28)
----------- -----------
Net cash provided by operating activities 8,473 1,864
----------- -----------
Investing activities:
Purchases of property, plant and equipment (7,537) (4,600)
Increase in intangible assets (2,061) (552)
Proceeds from sale of equipment 52 45
----------- -----------
Net cash used in investing activities (9,546) (5,107)
----------- -----------
Financing activities:
Proceeds from exercise of stock options 336 122
Borrowings under line of credit 62,420 44,155
Repayments under line of credit (62,420) (39,155)
Proceeds from long-term debt 1,100 128
Repayments of long-term debt (301) (281)
----------- -----------
Net cash provided by financing activities 1,135 4,969
----------- -----------
Effect of exchange rate changes on cash and cash equivalents (35) --
----------- -----------
Net increase in cash and cash equivalents 27 1,726
Cash and cash equivalents at beginning of period 5,060 3,058
----------- -----------
Cash and cash equivalents at end of period $ 5,087 $ 4,784
=========== ===========
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
4
<PAGE>
SEMITOOL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The consolidated financial statements included herein have been prepared by
Semitool, Inc., (the "Company") without audit, pursuant to the rules and
regulations of the United States Securities and Exchange Commission (the "SEC").
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted as permitted by such rules and regulations. The
Company believes the disclosures included herein are adequate; however, these
consolidated statements should be read in conjunction with the consolidated
financial statements and the notes thereto for the year ended September 30, 1997
previously filed with the SEC on Form 10-K.
Financial information as of September 30, 1997 has been derived from the audited
financial statements of the Company. In the opinion of management, the
accompanying unaudited financial statements contain all of the adjustments
(normal and recurring in nature) necessary to present fairly the consolidated
financial position of the Company and subsidiaries and the consolidated results
of their operations and their cash flows. The results of operations for the
periods presented may not be indicative of those which may be expected for the
full year.
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) NO. 130, "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for the reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. Comprehensive income is defined as the change in equity of
a business enterprise during a period from transactions and other events and
circumstances from nonowner sources. The adoption of SFAS No. 130 is effective
for the Company in fiscal 1999.
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 requires publicly-held
companies to report financial and other information about key revenue-producing
segments of the entity for which such information is available and is utilized
by the chief operation decision maker. Specific information to be reported for
individual segments includes profit or loss, certain revenue and expense items
and total assets. A reconciliation of segment financial information to amounts
reported in the financial statements is also to be provided. SFAS No. 131 is
effective for the Company in fiscal 1999 and the form of the presentation of the
Company's financial statements has not yet been determined.
In March 1998, the AICPA issued Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use." SOP
98-1 requires companies to capitalize certain costs of computer software
developed or obtained for internal use, provided that those costs are not
research and development. SOP 98-1 is effective for the Company in fiscal 2000
and the timing and effect of adoption has not yet been determined.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting and
reporting standards for derivative financial instruments and for hedging
activities. SFAS 133 is effective for the Company in fiscal 2000 and the timing
and effect of adoption has not yet been determined.
Note 2. Principles of Consolidation
The consolidated financial statements include the accounts of Semitool, Inc. and
its wholly-owned subsidiaries. All significant intercompany and affiliated
accounts and transactions are eliminated in consolidation.
5
<PAGE>
Note 3. Inventories
Inventories are summarized as follows (in thousands):
June 30, 1998 September 30, 1997
------------------ ------------------
Parts and raw materials $ 23,226 $ 22,028
Work-in-process 13,140 14,869
Finished goods 5,688 4,227
------------------ ------------------
$ 42,054 $ 41,124
================== ==================
During the nine months ended June 30, 1998 and 1997, $2,033,000 and $1,417,000,
respectively, of finished goods inventory was transferred to property, plant and
equipment.
Note 4. Income Taxes
The components of the Company's income tax provision (benefit) are as follows,
(in thousands):
Three Months Ended Nine Months Ended
June 30, June 30,
--------------------------- --------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
Federal $ 505 $ 2,209 $ 2,799 $ 4,661
State 61 260 341 548
Foreign 308 (465) 95 (244)
----------- ----------- ----------- -----------
Total $ 874 $ 2,004 $ 3,235 $ 4,965
=========== =========== =========== ===========
Note 5. Contingencies
On July 17, 1998 an agreement to settle was reached in a Montana securities
class action (Case No. DV-96-124A) filed in the Montana Eleventh Judicial
District Court, Flathead County, Kalispell, Montana. A Stipulation of Settlement
will be presented to the District Court for its preliminary approval on August
25, 1998. In connection with the settlement, the plaintiff class has also agreed
to dismiss with prejudice their alleged claims against the Company and its
Chairman, Raymon F. Thompson. Insurance policies will fully fund the class
action settlement. The settlement is conditioned upon the District Court's
approval and a judgment settling all claims becoming final. Reference is made to
the Company's Form 10-K for the year ended September 30, 1997 for a more
complete history of this litigation.
The Company is from time to time named as a defendant in legal matters arising
out of the ordinary course of its business. The Company does not believe that
the outcome of any of these legal matters will have a material adverse effect on
the Company's financial position or the overall trend in its results of
operations, although an adverse result in any one of these matters could, in the
fiscal period in which such matter was resolved, have a material adverse effect
on the Company's reported results of operations in that fiscal period.
Note 6. Earnings Per Common Share
In 1997, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 128 (SFAS 128), "Earnings per Share." The Company
adopted SFAS 128 during the first quarter of fiscal 1998. SFAS 128 replaced the
previously required primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is calculated in a manner that is similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented to conform to the requirements
of SFAS 128.
6
<PAGE>
<TABLE>
The following table sets forth the computation of basic and diluted earnings per share (in thousands):
Three Months Ended Nine Months Ended
June 30, June 30,
-------------------------- --------------------------
<S> <C> <C> <C> <C>
1998 1997 1998 1997
----------- ---------- ----------- -----------
Numerator:
Net income for basic and diluted earnings
per share $ 1,489 $ 3,270 $ 5,508 $ 8,102
=========== ========== =========== ===========
Denominator:
Average common shares used for basic
earnings per share 13,790 13,669 13,780 13,665
Effect of diluted securities:
Stock options 84 122 164 110
----------- ---------- ----------- -----------
Denominator for diluted earnings per share 13,874 13,791 13,944 13,775
=========== ========== =========== ===========
</TABLE>
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
CAUTION
Statements contained in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this report which are not
historical facts are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. A forward-looking
statement may contain words such as "will continue to be," "will be," "continue
to," "expect to," "anticipates that," "to be" or "can impact." Forward looking
statements include: the Company's statements in Part I, Item 2 under the
headings (a) "Results of Operations" regarding the Company's expectations that
(i) it will continue to fund research and development with a multiyear
perspective, (ii) research and development expenses to fluctuate from quarter to
quarter, and (iii) new order rates will be lower, (b) "Nine Months of Fiscal
year 1998 Compared with Nine Months of Fiscal Year 1997" regarding (i) the
Company's anticipation that its income tax rate will be 37% for the remainder of
fiscal 1998, (ii) the Company anticipation that it will not have major year 2000
compliance problems, and (iii) the Company expectation that year 2000 compliance
costs will not significantly exceed normal information technology department
costs, and (c) "Liquidity and Capital Resources" regarding (i) its belief that
cash and cash equivalents, funds generated from operations, and borrowings under
the Company's line of credit agreements will be sufficient to meet the Company's
planned requirements for the balance of the fiscal year, and (ii) that the
Company expects total purchases of property, plant and equipment to be
approximately $13.0 million for fiscal 1998. Management cautions that
forward-looking statements are subject to risks and uncertainties that could
cause the Company's actual results to differ materially from those projected in
such forward-looking statements. These risks and uncertainties include, but are
not limited to, the cyclical nature of the semiconductor industry in general,
lack of market acceptance for new products, decreasing demand for the Company's
existing products, impact of competitive products and pricing, product
development, anticipated growth opportunities in the copper and metal plating
market segments, commercialization and technological difficulties, capacity and
supply constraint difficulties and other risks detailed herein. The Company's
future results will depend on its ability to continue to enhance its existing
products and to develop and manufacture new products and to finance such
activities. There can be no assurance that the Company will be successful in the
introduction, marketing and cost-effective manufacture of any new products or
that the Company will be able to develop and introduce in a timely manner new
products or enhancements to its existing products and processes which satisfy
customer needs or achieve widespread market acceptance.
The Company undertakes no obligation to release revisions to forward-looking
statements to reflect subsequent events, changed circumstances, or the
occurrence of unanticipated events.
RESULTS OF OPERATIONS
THIRD QUARTER OF FISCAL YEAR 1998 COMPARED WITH THIRD QUARTER OF
FISCAL YEAR 1997
Net Sales. Net sales consist of revenues from sales of equipment, including
associated spare parts and service contracts, and software products. Net sales
were $46.6 million in the third quarter of fiscal year 1998 compared with net
sales of $49.5 million for the same period in fiscal year 1997. Sales of single
wafer processors, including electrochemical deposition tools, parts and service,
and software were higher in the current quarter but that increase was offset by
lower shipments of batch wet processing tools and vertical thermal processors.
Gross Profit. Gross profit margin was 51.8% of net sales in the third quarter of
fiscal year 1998 compared to 46.8% of net sales for the same period in fiscal
year 1997. Lower manufacturing costs and changes in sales mix, were the primary
factors in this increase. The Company's gross profit margin has been, and will
continue to be, affected by a variety of factors, including an increase or
decrease in operating levels or sales volume, the mix and average selling price
of products sold, and the cost to manufacture, service and support new and
enhanced products.
8
<PAGE>
Selling, General and Administrative. Selling, general and administrative
expenses were $15.2 million or 32.6% of net sales in the third quarter of fiscal
year 1998 compared to $12.7 million or 25.6% of net sales for the same period in
fiscal year 1997. The increase in selling, general and administrative expense is
primarily attributable to the larger infrastructure put in place to support the
Asian and domestic markets, and the growing installed base of a broader range of
equipment. A substantial portion of the Company's selling, general and
administrative expenses are fixed in the short term and as such may fluctuate as
a percentage of net sales from period to period.
Research and Development. Research and development expenses consist of salaries,
project materials, laboratory costs, professional fees, and other costs
associated with the Company's research and development efforts. Research and
development expense was $6.3 million or 13.6% of net sales in the third quarter
of fiscal year 1998 compared to $5.2 million or 10.4% of net sales in the same
period in fiscal year 1997. The Company's development efforts associated with
its electrochemical deposition tool and software products for fab equipment data
collection, analysis, and control accounted for most of the increase.
The Company is committed to technology leadership in the semiconductor equipment
industry and expects to continue to fund research and development with a
multiyear perspective. The Company's research and development expenses have
fluctuated from quarter to quarter in the past and this fluctuation is expected
to continue in the future, both in the absolute dollar amount and as a
percentage of net sales.
Other Income (Expense), Net. Other income (expense), net was a net expense of
$252,000 in the third quarter of fiscal year 1998 compared to a net expense of
$56,000 for the same period in fiscal year 1997. A write-off of leasehold
improvements associated with a canceled lease was the largest contributor to the
increase. Interest expense exceeded interest income in both periods.
Provision for Income Taxes. Income tax provisions are made based on the blended
estimate of federal, state and foreign effective income tax rates.
Orders Backlog. The Company includes in its orders backlog those customer orders
for which it has received purchase orders or purchase order numbers and shipment
is scheduled within the next twelve months. Orders backlog was approximately
$53.2 million at June 30, 1998 compared to approximately $77.6 million at June
30, 1997 and $63.8 million at the beginning of the current fiscal year. The
decline in orders backlog reflects a slowing orders rate and order
cancellations. The difficult economic conditions in Asia and weak DRAM prices
caused by excess capacity have resulted in major capital spending reductions
across the semiconductor industry further resulting in a declining new orders
rate for the semiconductor capital equipment industry. Until this market begins
to recover, the Company anticipates its new order rates will be lower.
Orders are generally subject to cancellation or rescheduling by customers with
limited or no penalty. As the result of tools ordered and shipped in the same
quarter, changes in customer delivery schedules, cancellations of orders and
delays in product shipments, the Company's orders backlog at any particular date
is not necessarily indicative of actual sales for any succeeding period.
NINE MONTHS OF FISCAL YEAR 1998 COMPARED WITH NINE MONTHS OF FISCAL YEAR 1997
Net Sales. Net sales increased 1.2% to $138.8 million in the first nine months
of fiscal year 1998 from $137.2 million for the same period in fiscal year 1997.
Increased shipments of single wafer processors, including electrochemical
deposition tools, spare parts and software products were partially offset by
decreases in shipments of batch wet processing tools.
Gross Profit. Gross profit margin was 51.8% of net sales in the first nine
months of fiscal year 1998 compared to 46.0% of net sales for the same period in
fiscal year 1997. Reduced manufacturing costs, changes in sales mix, and first
quarter performance based incentives were the most significant factors in the
increase in gross profit margin. The Company's gross profit margin has been, and
will continue to be, affected by a variety of factors, including an increase or
decrease in operating levels and sales volume, the mix and average selling price
of products sold, and the cost to manufacture, service and support new and
enhanced products.
9
<PAGE>
Selling, General and Administrative. Selling, general and administrative
expenses were $43.4 million or 31.3% of net sales in the first nine months of
fiscal year 1998 compared to $34.5 million or 25.1% of net sales for the same
period in fiscal year 1997. The 6.2% increase in selling, general and
administrative expenses relative to net sales consists primarily of a 5.2%
increase in sales and service expenses due to the larger infrastructure put in
place to support both the Asian and domestic markets, and the larger installed
base of a broader range of equipment.
Research and Development. Research and development expense was $19.3 million or
13.9% of net sales in the first nine months of fiscal year 1998 compared to
$15.5 million or 11.3% of net sales for the same period in fiscal year 1997. The
Company's development efforts associated with its electrochemical deposition
tool and software products for fab equipment data collection, analysis and
control accounted for most of the increase.
Other Income (Expense), Net. Other income (expense), net was a net expense of
$395,000 in the first nine months of fiscal year 1998 compared to a net expense
of $128,000 for the same period in fiscal year 1997. A write-off of leasehold
improvements associated with a canceled lease and greater interest expense
accounts for the majority of the change. Interest expense exceeded interest
income in the first nine months of fiscal year 1998.
Provision for Income Taxes. Income tax provisions are made based on the blended
estimate of federal, state and foreign effective income tax rates. The effective
income tax rate for the first nine months of fiscal year 1998 was 37% compared
to 38% for the comparable period in fiscal year 1997. The Company anticipates
its effective income tax rate will be 37% for the remainder of fiscal 1998.
Year 2000 Software System Status. The Company has conducted a preliminary review
of its software systems for year 2000 compliance. This includes software used by
the Company and the software developed by the Company and incorporated in its
products. The tests completed to date show that most of the Company's software
is year 2000 compliant and will operate as is, or with minor modifications. The
Company will continue to test its software, but does not anticipate major year
2000 compliance problems at this time. Cost of year 2000 compliance is not
expected to significantly increase the Company's Information Technology costs. A
contingency plan is being developed but there can be no assurance that the
Company will not experience unanticipated year 2000 compliance difficulties that
could have a material negative impact on the Company's operations.
Recently Issued Accounting Standards. Recently issued accounting standards
include Statement of Financial Accounting Standards (SFAS) No. 128 "Earnings Per
Share," issued by the Financial Accounting Standards Board (FASB) in February
1997, SFAS No. 130 "Reporting Comprehensive Income," SFAS No. 131 "Disclosures
about Segments of an Enterprise and Related Information," issued by the FASB in
June 1997. Also, Statement of Position (SOP) 98-1 "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," was issued by the
AICPA in March 1998 and SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities" was issued by FASB in June 1998. SFAS No. 128 was first
effective for the Company for its interim period ended December 31, 1997. Basic
and diluted earnings per share pursuant to the requirements of SFAS No. 128 are
presented on the face of the income statement and in the notes to the financial
statements. Descriptions of SFAS No. 130, SFAS No. 131, SOP 98-1 and SFAS 133
are included in the notes to the financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $8.5 million during the first nine
months of fiscal year 1998 due primarily to net income of $5.5 million, non-cash
depreciation and amortization charges of $7.8 million, a $3.3 million decrease
in accounts receivable and a $1.9 million increase in accrued expenses. These
increases were partially offset by a $5.5 million decline in accounts payable, a
$1.0 million increase in inventories combined with a transfer of $2.0 million of
finished goods inventory to property, plant and equipment, and a $1.9 million
reduction in income taxes payable. The accounts receivable decrease was mainly
due to the timing of collections while the accounts payable decline was
primarily because of lower operating levels. The Company expects future
operating assets and liabilities to fluctuate based on changes in net sales, net
income, and the manufacturing cycle time of the specific equipment types being
produced.
10
<PAGE>
Investing activities consisted primarily of $7.5 million of property, plant and
equipment acquisitions, and $1.7 million for internally developed software
products included in intangible assets. The expenditures for property, plant and
equipment included the purchase of land to be used as a site for an office
building for Semy Engineering, Inc., a wholly-owned subsidiary, which markets
software products for semiconductor fab automation, and a manufacturing facility
for Rhetech, Inc., a wholly-owned subsidiary, which refurbishes and markets used
semiconductor equipment. New financing in the amount of $1.1 million was
obtained for the Rhetech facility purchase. The financing included a $540,000,
ten year loan with monthly pricipal and interest payments, a fixed interest rate
of 7.50% for seven years, and a variable interest rate of one percentage point
above the lender's then current prime rate for the remaining three years. A
$560,000 bridge loan was provided by the same lender with a maturity date of
September 3, 1998 and it is expected to be repaid from the proceeds of an
industrial development association loan. Financing activity under the Company's
$10.0 million revolving line of credit resulted in no new net borrowings, and
borrowings of $4.0 million were outstanding under this credit facility at June
30, 1998.
As of June 30, 1998, the Company's principal sources of liquidity consisted of
approximately $5.1 million of cash and cash equivalents, $6.0 million available
under the Company's $10.0 million revolving line of credit, and $15.0 million
under its long-term credit facility. The revolving line of credit facility
expires on March 31, 1999, when all principal amounts owing are due. The
long-term credit facility expires on December 31, 1999, with amounts outstanding
repayable in monthly principal and interest payments over a five-year period
ending December 2004.
The Company believes that cash and cash equivalents, funds generated from
operations, and borrowings under its credit agreements will be sufficient to
meet the Company's planned capital requirements for the balance of the fiscal
year. Total purchases of property, plant and equipment for fiscal year 1998 are
expected to be approximately $13.0 million. The Company has formulated
preliminary expansion plans for certain areas of its business which can be
triggered quickly. Any decision to implement a major facility expansion, to add
an additional facility, to invest in or acquire complementary businesses,
products, or technology, or any significant increase in working capital to fund
such growth could result in the Company effecting additional equity or debt
financing. The sale of additional equity securities or the issuance of equity
securities in a business combination could result in dilution to the Company's
shareholders.
LITIGATION
On July 17, 1998 an agreement to settle was reached in a Montana securities
class action (Case No. DV-96-124A) filed in the Montana Eleventh Judicial
District Court, Flathead County, Kalispell, Montana. A Stipulation of Settlement
will be presented to the District Court for its preliminary approval on August
25, 1998. In connection with the settlement, the plaintiff class has also agreed
to dismiss with prejudice their alleged claims against the Company and its
Chairman, Raymon F. Thompson. Insurance policies will fully fund the class
action settlement. The settlement is conditioned upon the District Court's
approval and a judgment settling all claims becoming final. Reference is made to
the Company's Form 10-K for the year ended September 30, 1997 for a more
complete history of this litigation.
The Company is from time to time named as a defendant in legal matters arising
out of the ordinary course of its business. The Company does not believe that
the outcome of any of these legal matters will have a material adverse effect on
the Company's financial position or the overall trend in its results of
operations, although an adverse result in any one of these matters could, in the
fiscal period in which such matter was resolved, have a material adverse effect
on the Company's reported results of operations in that fiscal period.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On July 17, 1998 an agreement to settle was reached in a Montana securities
class action (Case No. DV-96-124A) filed in the Montana Eleventh Judicial
District Court, Flathead County, Kalispell, Montana. A Stipulation of Settlement
will be presented to the District Court for its preliminary approval on August
25, 1998. In connection with the settlement, the plaintiff class has also agreed
to dismiss with prejudice their alleged claims against the Company and its
Chairman, Raymon F. Thompson. Insurance policies will fully fund the class
action settlement. The settlement is conditioned upon the District Court's
approval and a judgment settling all claims becoming final. Reference is made to
the Company's Form 10-K for the year ended September 30, 1997 for a more
complete history of this litigation.
The Company is from time to time named as a defendant in legal matters arising
out of the ordinary course of its business. The Company does not believe that
the outcome of any of these legal matters will have a material adverse effect on
the Company's financial position or the overall trend in its results of
operations, although an adverse result in any one of these matters could, in the
fiscal period in which such matter was resolved, have a material adverse effect
on the Company's reported results of operations in that fiscal period.
Item 5. Other Information
Any shareholder proposal submitted with respect to the Company's 1999 Annual
Meeting of Shareholders, which proposal is submitted outside the requirements of
Rule 14a-8 under the Securities Exchange Act of 1934, will be considered
untimely for purposes of Rule 14a-4 and 14a-5 if notice thereof is received by
the Company after December 8, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit No. Description
----------- -----------
3.6 Amended By-Laws of Semitool, Inc.
27 Financial Data Schedule for Form 10-Q dated June 30, 1998.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the three months ended
June 30, 1998.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEMITOOL, INC.
--------------
(Registrant)
Date: August 11, 1998 By /s/ Larry Viano
---------------------------------------
Larry A. Viano
Controller, Treasurer and
Chief Accounting Officer
Date: August 11, 1998 By /s/ W. A. Freeman
---------------------------------------
William A. Freeman
Vice President, Finance
and Chief Financial Officer
13
EXHIBIT 3.6
AMENDED BYLAWS
OF
SEMITOOL, INC.
(May 20, 1998)
ARTICLE I.
Offices
The principal office of the corporation in the State of Montana shall
be located in the City of Kalispell, County of Flathead. The corporation may
have such other offices, either within or without the State of Montana as the
Board of Directors may designate or as the business of the corporation may
require from time to time.
The registered office of the corporation required by the Montana
Business Corporation Act to be maintained in the State of Montana may be, but
need not be, identical with the principal office in the State of Montana, and
the registered agent and the address of the registered office may be changed
from time to time by the Board of Directors.
ARTICLE II.
Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held in the month of February, beginning with the year 1996, and at such
date, and at such hour, and at such place as shall be determined by the Board of
Directors, and such meeting shall be held for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.
If the election of directors shall not be held on the date designated by the
action of the Board of Directors at the annual meeting of the shareholders, or
at any adjournment thereof, the Board of Directors shall cause the election to
be held at a special annual meeting of the shareholders as soon thereafter as
conveniently may be and as determined by the Board of Directors in accordance
with the statutes of the State of Montana.
Section 2. Special Meetings. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the Chairman of the Board, President, Vice President, Secretary, or by the
Board of Directors, or by the holders of not less than one-fourth of all shares
entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place either within or without the State of Montana, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A Waiver of Notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Montana, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the registered office
of the corporation in the State of Montana.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman of the Board,
President, or the Secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his or her address as it appears on the stock
transfer books of the corporation, with postage thereon prepaid.
1
<PAGE>
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed, in any case, sixty (60) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of the shareholders, such books
shall be closed for a period of at least ten (10) days immediately preceding
such meeting and not to exceed sixty (60) days preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than sixty (60) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to receive payment of a dividend, the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 6. Voting Right. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at least ten (10)
days before each meeting of the stockholders, a complete list of the
shareholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting. The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of the shareholders, but in no event shall a
quorum consist of less than one-third (1/3) of the shares entitled to vote at
the meeting. If a meeting cannot be organized because a quorum has not attended,
those present may adjourn the meeting from time to time until a quorum is
present, at which time any business may be transacted that may have been
transacted at the meeting as originally called. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 8. Voting of Shares. Subject to the provisions of Section 10 of
this Article II, each outstanding share shall be entitled to one vote, and each
fractional share shall be entitled to a corresponding fractional vote, on each
matter submitted to a vote at a meeting of shareholders. Neither treasury shares
nor shares of its own stock held by the corporation in a fiduciary capacity nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of director of such other corporation is held by the
corporation shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Shares held by an administrator, executor, guardian or conservator may
be voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of the trustee may be
voted by him or her, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority so
to do be contained in an appropriate order of the court by which such receiver
was appointed.
2
<PAGE>
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 9. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 10. Cumulative Voting. At each election for directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares and fractional shares owned by him or
her for as many persons as there are directors to be elected and for whose
election he or she has a right to vote, or to cumulate his or her votes by
giving a candidate as many votes as the number of such directors multiplied by
the number of his or her shares including fractional shares shall equal, or by
distributing such votes and fractional votes on the same principal among any
number of candidates.
ARTICLE III.
Board of Directors
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be seven (7). Each director shall hold office until the
next annual meeting of shareholders and until his or her successor shall have
been elected and qualified. Directors need not be residents of the State of
Montana or shareholders of the corporation.
Section 3. Annual Meeting. The annual meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders.
Section 3a. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such time as shall be determined by the Chairman of
the Board, President, or by resolution of the Board. No notice need be given of
meetings held pursuant to the determination by the Chairman of the Board,
President, or by resolution of the Board.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, President, or
any two directors. The person or persons authorized to call special meetings of
the Board of Directors may fix any place, either within or without the State of
Montana, as the place for holding any special meeting of the Board of Directors
called by them.
Section 5. Notice. Notice of any Special Meeting shall be given at
least two (2) days previously thereto by written notice delivered personally,
mailed or faxed to each director at his or her business address, or by telegram.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage prepaid thereon. If notice is
given by fax, the notice shall be deemed to be delivered when the fax is sent to
the fax number maintained in the records of the corporation for each director.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. The notice is not
required to describe the purpose of the meeting.
3
<PAGE>
Section 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at the meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors.
Section 8. Compensation. By resolution of the Board of Directors,
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and non-employee directors may be paid an annual
retainer plus a fixed sum for attendance at each meeting of the Board of
Directors. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV.
Officers
Section 1. Number. The officers of the corporation shall be the
Chairman of the Board, a President, and such Vice Presidents (the number,
qualification and titles thereof to be determined by the Board of Directors from
time to time, and who may or may not be directors), as in the opinion of the
Board the business of the corporation requires, a Secretary, and a Treasurer.
Such other officers, assistant officers, and agents as may be necessary may be
elected or appointed from time to time by the Board of Directors. Any two or
more offices may be held by the same person, except for the offices of President
and Secretary.
Section 2. Election and Term of Office. The officers of the corporation
to be elected by the Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his or her successor
shall have been duly elected and shall have qualified or until his or her death
or until he or she shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not in itself
create contract rights.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board. If the Chairman of the Board is in
office, he or she shall preside at all meetings of the shareholders and the
Board of Directors. During the absence or disability of the Chairman of the
Board, or during a vacancy in the office of the Chairman of the Board, the
President shall preside at all meetings of the stockholders and the Board of
Directors, and shall perform such other duties as may be prescribed from time to
time by the Board of Directors or the Bylaws.
Section 6. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of Directors
shall, in general, supervise and control all of the business and affairs of the
corporation. He or she shall, in the absence or disability of the Chairman of
the Board, preside at all meetings of the shareholders and of the Board of
Directors. He or she may sign, with the Secretary or any other proper officer of
the corporation thereunto authorized by the Board of Directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed;
and, in general, shall perform all duties incident to the office of President
4
<PAGE>
and such other duties as may be prescribed by the Board of Directors from time
to time.
Section 7. Vice President. In the absence of the President or in the
event of his or her death, inability or refusal to act, the Vice President (or
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, or a Vice President,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the corporation; and (g) in general, perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors.
Section 9. Treasurer. The Treasurer shall have charge and supervision
and be responsible for all funds and securities of the corporation and shall
have charge and supervision of the deposits of all monies due and payable to the
corporation from any source whatsoever in such banks or depositories as shall be
selected by the Board of Directors, and shall, in general, perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors.
Section 10. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries shall exercise the duties of the Secretary and those
duties incident to the office of the Secretary when the Secretary is absent or
not available and such other duties as shall be assigned by the President or by
the Board of Directors. The Assistant Treasurers shall perform those duties
incident to the office of Treasurer and those assigned to the Treasurer in the
absence or unavailability of the Treasurer and such other duties as from time to
time may be assigned to him or her by the President or by the Board of
Directors.
Section 11. Exercise of Rights as Stockholders. Unless otherwise
ordered by the Board of Directors, the President or a Vice President thereunto
duly authorized by the President, shall have full power and authority on behalf
of the corporation to attend and to vote at any meeting of stockholders of any
corporation in which this corporation may hold stock, and may exercise on behalf
of this corporation any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and authority
to execute and deliver proxies and consents on behalf of this corporation in
connection with the exercise by this corporation of the rights and powers
incident to the ownership of such stock. The Board of Directors, from time to
time, may confer like powers upon any other person or persons.
ARTICLE V.
Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary. The names and
addresses of the persons to whom the shares represented thereby are issued, with
the number of shares and dates of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.
5
<PAGE>
Section 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his or her legal representative, who shall furnish
proper evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
ARTICLE VI.
Fiscal Year
The fiscal year of the corporation shall begin on the 1st day of
October and end on the 30th day of September in each year.
ARTICLE VII.
Dividends
The Board of Directors may from time to time declare, and the
corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law.
ARTICLE VIII.
Seal
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE IX.
Waiver of Notice
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these Bylaws or under the
provisions of the Montana Business Corporation Act, a waiver therefor in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE X.
Action Without a Meeting
Any action required to be taken at a meeting of the shareholders or
directors of the corporation or any action which may be taken at a meeting of
the shareholders or directors, may be taken without a meeting if a consent, in
writing, setting forth the action so taken, shall be signed by all the
shareholders or directors entitled to vote with respect to the subject matter
thereof. Such consent shall have the same effect as a unanimous vote and may be
stated in any articles or documents filed with the Secretary of State under the
Montana Business Corporation Act.
ARTICLE XI.
Amendments
These Amended Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or special meeting of
the Board of Directors.
6
<PAGE>
We, the undersigned, being all of the directors of SEMITOOL, INC., do
hereby formally and regularly adopt, ratify and sign the foregoing Amended
Bylaws as the Bylaws of this corporation for the guidance of the corporation and
regulation of its business and as evidence of such adoption and ratification, we
do hereby set our hands this 20th day of May, 1998.
/s/R. Thompson /s/C.S. Robinson
- ------------------------------ ------------------------------
Raymon F. Thompson C.S. Robinson
/s/Daniel Eigeman /s/Richard Dasen
- ------------------------------ ------------------------------
Daniel Eigeman Richard Dasen
/s/Howard Bateman /s/John Osborne
- ------------------------------ ------------------------------
Howard Bateman John Osborne
/s/Timothy C. Dodkin
- ------------------------------
Timothy C. Dodkin
7
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AS
OF JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 5,087
<SECURITIES> 0
<RECEIVABLES> 36,554
<ALLOWANCES> 251
<INVENTORY> 42,054
<CURRENT-ASSETS> 91,578
<PP&E> 58,165
<DEPRECIATION> 21,956
<TOTAL-ASSETS> 132,401
<CURRENT-LIABILITIES> 39,507
<BONDS> 3,951
0
0
<COMMON> 41,242
<OTHER-SE> 45,626
<TOTAL-LIABILITY-AND-EQUITY> 132,401
<SALES> 135,088
<TOTAL-REVENUES> 138,815
<CGS> 66,370
<TOTAL-COSTS> 66,960
<OTHER-EXPENSES> 19,336
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 439
<INCOME-PRETAX> 8,743
<INCOME-TAX> 3,235
<INCOME-CONTINUING> 5,508
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,508
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0.40
</TABLE>
