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 December 31, 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 REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practical date:
Title Outstanding as of February 9, 1999
Common Stock 13,792,023
<PAGE>
Part I. Financial Information
Item 1. Financial Statements
SEMITOOL, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except for Share Amounts)
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, September 30,
ASSETS 1998 1998
---------------- ---------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 6,549 $ 7,287
Trade receivables, less allowance for doubtful accounts
of $1,515 and $1,564 31,101 34,855
Inventories 31,716 36,435
Prepaid expenses and other current assets 2,352 2,052
Deferred income taxes 6,379 6,379
---------------- ---------------
Total current assets 78,097 87,008
Property, plant and equipment, net 36,740 36,302
Intangibles, less accumulated amortization of $2,714 and $2,399 3,754 3,965
Other assets, net 673 715
---------------- ---------------
Total assets $ 119,264 $ 127,990
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Note payable to bank $ 1,000 $ 3,000
Accounts payable 5,982 8,987
Accrued commissions 988 935
Accrued warranty and installation 10,543 11,970
Accrued payroll and related benefits 3,388 4,240
Other accrued liabilities 2,280 2,414
Customer advances 1,614 2,380
Long-term debt, due within one year 605 596
Payable to shareholder 16 78
---------------- ---------------
Total current liabilities 26,416 34,600
Long-term debt, due after one year 3,713 3,836
Deferred income taxes 2,860 2,860
---------------- ---------------
Total liabilities 32,989 41,296
---------------- ---------------
Contingency (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,
13,792,023 shares issued and outstanding in both periods 41,248 41,248
Retained earnings 44,613 45,754
Accumulated other comprehensive income (loss) 414 (308)
---------------- ---------------
Total shareholders' equity 86,275 86,694
---------------- ---------------
Total liabilities and shareholders' equity $ 119,264 $ 127,990
================ ===============
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<PAGE>
SEMITOOL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in Thousands, Except for Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
--------------------------
<S> <C> <C>
1998 1997
----------- -----------
Net sales $ 30,422 $ 47,002
Cost of sales 15,685 23,098
----------- -----------
Gross profit 14,737 23,904
----------- -----------
Operating expenses:
Selling, general and administrative 11,657 13,704
Research and development 5,549 6,127
----------- -----------
Total operating expenses 17,206 19,831
----------- -----------
Income (loss) from operations (2,469) 4,073
Other income (expense), net 741 61
----------- -----------
Income (loss) before income taxes (1,728) 4,134
Income taxes (587) 1,530
----------- -----------
Net income (loss) $ (1,141) $ 2,604
=========== ===========
Earnings (loss) per share:
Basic $ (0.08) $ 0.19
=========== ===========
Diluted $ (0.08) $ 0.19
=========== ===========
Average common shares:
Basic 13,792 13,770
Diluted 13,792 13,998
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<PAGE>
SEMITOOL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
-------------------------------
<S> <C> <C>
1998 1997
------------- -------------
Operating activities:
Net income (loss) $ (1,141) $ 2,604
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
(Gain) loss on sale of equipment 275 (10)
Depreciation and amortization 2,561 2,482
Provision for losses on accounts receivable (49) --
Change in:
Trade receivables 5,843 3,815
Inventories 3,774 (2,682)
Prepaid expenses and other current assets (263) 416
Other assets (15) 36
Accounts payable (5,161) (4,317)
Accrued commissions 53 (836)
Accrued warranty and installation (1,427) 472
Accrued payroll and related benefits (883) (1,337)
Other accrued liabilities 279 74
Customer advances (770) 754
Income taxes payable -- (397)
Shareholder payable (62) 17
------------- -------------
Net cash provided by operating activities 3,014 1,091
------------- -------------
Investing activities:
Purchases of property, plant and equipment (1,405) (4,627)
Increase in intangible assets (103) (835)
Proceeds from sale of equipment 6 29
------------- -------------
Net cash (used in) investing activities (1,502) (5,433)
------------- -------------
Financing activities:
Proceeds from exercise of stock options -- 137
Borrowings under line of credit 1,000 26,300
Repayments under line of credit (3,000) (24,300)
Repayments of long-term debt (114) (96)
Repayments of short-term debt (413) --
------------- -------------
Net cash provided by (used in) financing activities (2,527) 2,041
------------- -------------
Effect of exchange rate changes on cash and cash equivalents 277 (20)
------------- -------------
Net decrease in cash and cash equivalents (738) (2,321)
Cash and cash equivalents at beginning of period 7,287 5,060
------------- -------------
Cash and cash equivalents at end of period $ 6,549 $ 2,739
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
<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 (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, 1998
previously filed with the SEC on Form 10-K.
The financial information presented as of any date other than September 30, 1998
has been prepared from the books and records without audit. Financial
information as of September 30, 1998 has been derived from the audited financial
statements of the Company, but does not include all disclosures required by
generally accepted accounting principles. In the opinion of management, these
unaudited financial statements contain all of the adjustments (normal and
recurring in nature) necessary to present fairly the consolidated financial
position of the Company as of December 31, 1998, the consolidated results of
operations for the three month periods ended December 31, 1998 and 1997 and the
consolidated cash flows for the three month periods ended December 31, 1998 and
1997. The results of operations for the periods presented may not be indicative
of those which may be expected for the full year.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, Statement of Financial Accounting Standards No. 131 (SFAS 131),
"Disclosures about Segments of an Enterprise and Related Information," was
issued. SFAS 131 establishes standards for the way that a public enterprise
reports information about operating segments in its financial statements. SFAS
131 is effective for fiscal years beginning after December 15, 1997, and
requires restatement of earlier periods presented. The Company has not yet
determined the effect this standard will have on the form of presentation of its
financial statements.
In June 1998, Statement of Financial Accounting Standards No. 133 (SFAS 133),
"Accounting for Derivative Instruments and Hedging Activities" was issued. SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999; however, earlier application of all of the
provisions of this Statement is encouraged as of the beginning of any fiscal
quarter. The Company has not yet determined the effect the adoption of this
standard will have on the financial condition, results of operations, and cash
flows of the Company.
In March 1998, the AICPA issued Statement of Position 98-1 (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. The Company does not
believe the application of this standard will have a material effect on the
results of operations, financial condition or cash flows of the Company.
Note 2. Principles of Consolidation
The consolidated financial statements include the accounts of Semitool, Inc. and
its wholly-owned subsidiaries. All significant intercompany accounts and
transactions are eliminated in consolidation.
Note 3. Inventories
Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, 1998 September 30, 1998
---------------------- ---------------------
Parts and raw materials $ 20,999 $ 22,334
Work-in-process 5,964 8,344
Finished goods 4,753 5,757
---------------------- ---------------------
$ 31,716 $ 36,435
====================== =====================
</TABLE>
During the three months ended December 31, 1998 and 1997, $1,444,000 and
$1,438,000, 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):
<TABLE>
<CAPTION>
Three Months Ended
December 31,
--------------------------
<S> <C> <C>
1998 1997
----------- -----------
Federal $ (525) $ 1,621
State (62) 197
Foreign -- (288)
----------- -----------
Total $ (587) $ 1,530
=========== ===========
</TABLE>
Note 5. Contingency
A lawsuit brought by Mitsubishi Silicon America Corporation, successor to Siltec
Corporation (Case No. CV-98-826AA) was filed on July 7, 1998 in the United
States Federal District Court for the District of Oregon against the Company.
The lawsuit alleges breach of warranties and seeks damages and attorney's fees
in excess of $5 million. The Company believes the lawsuit to be without merit
and intends to contest the action vigorously. However, given the inherent
uncertainty of litigation and the early stages of discovery, there can be no
assurance that the ultimate outcome will be in the Company's favor, or that if
the ultimate outcome is not in the Company's favor, that such an outcome, the
diversion of management's attention, and any costs associated with the lawsuit,
will not have a material adverse effect on the Company's financial condition,
results of operations or cash flows.
The Company is subject to other legal proceedings and claims which have arisen
in the ordinary course of its business and have not been finally adjudicated.
Although there can be no assurance as to the ultimate disposition of these
matters, it is the opinion of the Company's management, based upon the
information available at this time, that the currently expected outcome of these
matters, individually or in the aggregate, will not have a material adverse
effect on the results of operations, financial condition or cash flows of the
Company.
Note 6. Earnings (Loss) Per Common Share
The following table sets forth the computation of basic and diluted earnings
(loss) per share (in thousands, except for per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
December 31,
--------------------------
<S> <C> <C>
1998 1997
----------- -----------
Numerator:
Net income (loss) for basic and diluted earnings
(loss) per share $ (1,141) $ 2,604
=========== ===========
Denominator:
Average common shares used for basic
earnings (loss) per share 13,792 13,770
Effect of dilutive stock options: -- 228
----------- -----------
Denominator for diluted earnings (loss) per share 13,792 13,998
=========== ===========
</TABLE>
The effect of stock options were not included in the calculation of the diluted
loss per share for the three months ended December 31, 1998 because their
inclusion would have been anti-dilutive due to the net loss.
Note 7. Comprehensive Income (Loss).
The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 130,
"Reporting Comprehensive Income" as of the first quarter of fiscal 1999. The
adoption of this statement had no impact on the Company's current or previously
reported net income (loss) or shareholders' equity.
<TABLE>
<CAPTION>
Three Months Ended
December 31,
--------------------------
<S> <C> <C>
1998 1997
----------- -----------
Net income (loss) (1,141) 2,604
Foreign currency translation adjustment 722 317
----------- -----------
Comprehensive income (loss) (419) 2,921
=========== ===========
</TABLE>
Accumulated other comprehensive income (loss) presented in the accompanying
consolidated balance sheets consists of the cumulative foreign currency
translation adjustment.
<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 on Form 10-Q
which are not historical facts are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, including
without limitation, statements regarding use of sales, service and support
organizations, gross margins, research and development, costs of manufacturing,
future balances, and effects of new accounting standards, and are subject to the
safe harbor provisions created by that statute. 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." 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, 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
FIRST QUARTER OF FISCAL 1999 COMPARED WITH FIRST QUARTER OF FISCAL 1998
Net Sales. Net sales consist of revenues from sales of equipment, spare parts,
software and service contracts. Net sales decreased 35.3% to $30.4 million in
the first quarter of fiscal 1999 from $47.0 million for the same period in
fiscal 1998. Sales in the first quarter of fiscal 1999 were down in all product
categories except Electrochemical Deposition (ECD) which more than doubled to
$8.5 million and Supervisory Systems which were up 29.9% to $3.2 million.
Surface preparation equipment sales were down 40.7%.
Gross Profit. Gross margin was 48.4% of net sales in the first quarter of fiscal
1999 compared to 50.9% of net sales for the same period in fiscal 1998. The
decline in gross margin was due to a lower level of cost absorption caused by
reduced manufacturing activity which was only partially offset by overhead cost
reductions. The Company's gross margin has been, and will continue to be,
affected by a variety of factors, including the mix and average selling price of
products sold, and the cost to manufacture, service and support new and enhanced
products.
Selling, General and Administrative. Selling, general and administrative (SG&A)
expenses were 38.3% of net sales in the first quarter of fiscal 1999 compared to
29.2% of net sales for the same period in fiscal 1998. The Company's SG&A
expenses decreased to $11.7 million in the first quarter of fiscal 1999 from
$13.7 million for the same period in fiscal 1998. The decrease in SG&A expenses
primarily reflects cost reductions in response to lower business levels. A
substantial portion of the Company's SG&A expense is fixed in the short term.
Research and Development. Research and development (R&D) expenses consist of
salaries, project materials, laboratory costs, consulting fees and other costs
associated with the Company's research and development efforts. R&D expense was
$5.5 million (18.2% of net sales) in the first quarter of fiscal 1999 as
compared to $6.1 million (13.0% of net sales) for the same period in fiscal
1998.
The Company is committed to technology leadership in the semiconductor equipment
industry and expects to continue to fund R&D expenditures with a multiyear
perspective. The Company's research and development expenses have fluctuated
from quarter to quarter in the past. The Company expects such fluctuation to
continue in the future, both in absolute dollars and as a percentage of net
sales, primarily due to the timing of expenditures and fluctuations in the level
of net sales in a given quarter.
Other Income (Expense), Net. Other income (expense), net was a net other income
of $741,000 in the first quarter of fiscal 1999, which includes foreign exchange
gain of $742,000, compared to a net other income of $61,000 for the same period
in fiscal 1998.
Income Taxes. Income taxes for the first fiscal quarter of 1999 were a $587,000
tax benefit and a $1.5 million provision for the first fiscal quarter of 1998.
Income tax provisions and benefits are made based on the blended estimate of
federal, state and foreign effective income tax rates which is estimated to be
34% in the first fiscal quarter of 1999 and 37% in fiscal 1998.
Backlog. The Company includes in its backlog those customer orders for which it
has received purchase orders or purchase order numbers and for which shipment is
scheduled within the next twelve months. Sales backlog was approximately $22.2
million at December 31, 1998 compared to $59.8 million at December 31, 1997.
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 backlog at any particular date is not
necessarily indicative of actual sales for any succeeding period.
The continuing market weakness and the low orders backlog level at the beginning
of fiscal 1999 limits the Company's visibility into fiscal 1999, however, the
Company will likely have substantially lower sales and possibly a net loss for
the fiscal year.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, Statement of Financial Accounting Standards No. 131 (SFAS 131),
"Disclosures about Segments of an Enterprise and Related Information," was
issued. SFAS 131 establishes standards for the way that a public enterprise
reports information about operating segments in its financial statements. SFAS
131 is effective for fiscal years beginning after December 15, 1997, and
requires restatement of earlier periods presented. The Company has not yet
determined the effect this standard will have on the form of presentation of its
financial statements.
In June 1998, Statement of Financial Accounting Standards No. 133 (SFAS 133),
"Accounting for Derivative Instruments and Hedging Activities" was issued. SFAS
133 establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts,
(collectively referred to as derivatives) and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. SFAS 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999; however, earlier application of all of the
provisions of this Statement is encouraged as of the beginning of any fiscal
quarter. The Company has not yet determined the effect the adoption of this
standard will have on the financial condition, results of operations, and cash
flows of the Company.
In March 1998, the AICPA issued Statement of Position 98-1 (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. The Company does not
believe the application of this standard will have a material effect on the
results of operations, financial condition or cash flows of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities was $3.0 million during the first three
months of fiscal 1999, compared to $1.1 million provided in the same period in
fiscal 1998. During the first three months of fiscal 1999 the Company's
inventory decreased $3.8 million to $31.7 million. A decrease in trade
receivables of $5.8 million was partially offset by a decrease in accounts
payable of $5.2 million. The Company expects future working capital balances to
fluctuate based on net sales and the average cycle time of the specific
equipment types being manufactured.
Investing activities consisted primarily of $1.4 million of property, plant and
equipment acquisitions. Major additions included a building and land, $1
million, purchased in Phoenix, AZ for Semy Engineering operations. Financing
activities included $2.0 million in net repayments under the Company's $25.0
million revolving line of credit.
As of December 31, 1998, the Company's principal sources of liquidity consisted
of approximately $6.5 million of cash and cash equivalents, $24.0 million
available under the Company's $25 million revolving line of credit, which was
renewed during the fourth quarter of fiscal 1998. The credit facility is with
Seafirst Bank and bears interest at the bank's prime lending rate. The revolving
line of credit expires on April 1, 2001 and all principal amounts owing are due
by April 1, 2004. The revolving line of credit agreement has various restrictive
covenants, including a prohibition against pledging or in any way encumbering
current or operating assets during the term of the agreement and the maintenance
of various financial ratios.
The Company believes that cash and cash equivalents, funds generated from
operations, and funds available under its bank lines will be sufficient to meet
the Company's planned capital requirements during the next twelve months
including the spending of approximately $5.0 million to purchase property, plant
and equipment. The Company believes that success in its industry requires
substantial capital in order to maintain the flexibility to take advantage of
opportunities as they arise. The Company may, from time to time, as market and
business conditions warrant, invest in or acquire complementary businesses,
products or technologies. The Company may effect additional equity or debt
financings to fund such activities or to fund greater than anticipated growth.
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.
YEAR 2000
The status of the Company's Year 2000 (Y2K) readiness project is presented
below:
1. Planning (completed July 1998)
2. Assessment (completed October 1998)
3. Testing (in progress, scheduled to be completed March 1999)
4. Repairs/Reinstallations (in progress, scheduled to be completed March 1999)
5. Retesting (in progress, scheduled to be completed June 1999)
6. Contingency plans (June 1999 - October 1999).
The Company is currently in the testing phase with its IT systems, non-IT
systems, and its customers and suppliers. The Company is using test procedures
developed by Sematech, a semiconductor industry consortium, for its IT systems.
All mission critical IT systems have been tested and are Y2K ready.
Some of the Company's equipment and the fab supervisory systems that it sells
contain hardware and software components that are subject to the Y2K problem.
The Company is currently in the testing, repairs/reinstallation and retesting
phases with its products. All products shipped since April 11, 1998 are Y2K
ready and most of the products shipped prior to that date have upgrades
available or installed. The installed upgrades have been retested.
Due to the inherent uncertainty surrounding the Y2K issue, the Company cannot
anticipate all of the possible problems that may occur. Adverse consequences
from Y2K issues may materially affect the Company's warranty liability, the
value of its capitalized software and the carrying value of its inventory as
well as the Company's financial condition, results of operations and cash flows.
The Y2K problems could also subject the Company to litigation which may include
consequential damages.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risks
Market risks relating to the Company's operations result primarily from changes
in interest rates and changes in foreign currency exchange rates.
Interest Rate Sensitivity
The Company as of December 31, 1998 has approximately $4.3 million in long-term
debt and approximately $1.0 million in short-term debt. The Company's long-term
debt bears interest at a fixed rate. As a result, changes in the fixed rate
interest market would change the estimated fair value of its fixed rate
long-term debt. The Company believes that a 10% change in the long-term interest
rate would not have a material effect on the Company's financial condition or
result of operations. The Company's short-term debt bears interest at a variable
rate. Based on the $1.0 million of short-term debt outstanding as of December
31, 1998, a 10% change in interest rates would not have a material affect on the
Company's results of operations.
Foreign Currency Exchange Rate Sensitivity
The Company conducts its Japanese business in Japanese yen. The Company enters
into forward foreign exchange contracts primarily as an economic hedge against
the short-term impact of foreign currency fluctuations of its Japanese
subsidiary. These contracts are denominated in Japanese yen. The maturities of
the forward foreign exchange contracts are generally short-term in nature. The
Company's forward exchange contracts are marked-to-market as are the underlying
transactions being hedged. The impact of movements in currency exchange rates on
forward foreign exchange contracts generally offsets the related impact on
anticipated transactions denominated in yen. Given the historic average level of
hedging, the effect of a ten percent change in foreign exchange rates on the
Japanese Yen would not be material to the Company's financial condition, results
of operations or the cash flows. However, during the quarter the Company had
significant assets denominated in Japanese Yen that were not hedged. The Yen
during the quarter increased in value as compared to the US dollar by 17%. This
change resulted in a foreign exchange gain of $742,000 which was reported in
other income on the statement of operations.
LITIGATION
A lawsuit brought by Mitsubishi Silicon America Corporation, successor to Siltec
Corporation (Case No. CV-98-826AA) was filed on July 7, 1998 in the United
States Federal District Court for the District of Oregon against the Company.
The lawsuit alleges breach of warranties and seeks damages and attorney's fees
in excess of $5 million. The Company believes the lawsuit to be without merit
and intends to contest the action vigorously. However, given the inherent
uncertainty of litigation and the early stages of discovery, there can be no
assurance that the ultimate outcome will be in the Company's favor, or that if
the ultimate outcome is not in the Company's favor, that such an outcome, the
diversion of management's attention, and any costs associated with the lawsuit,
will not have a material adverse effect on the Company's financial condition,
results of operations or cash flows.
The Company is subject to other legal proceedings and claims which have arisen
in the ordinary course of its business and have not been finally adjudicated.
Although there can be no assurance as to the ultimate disposition of these
matters, it is the opinion of the Company's management, based upon the
information available at this time, that the currently expected outcome of these
matters, individually or in the aggregate, will not have a material adverse
effect on the results of operations, financial condition or cash flows of the
Company.
SEMITOOL, INC.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
A lawsuit brought by Mitsubishi Silicon America Corporation, successor to Siltec
Corporation (Case No. CV-98-826AA) was filed on July 7, 1998 in the United
States Federal District Court for the District of Oregon against the Company.
The lawsuit alleges breach of warranties and seeks damages and attorney's fees
in excess of $5 million. The Company believes the lawsuit to be without merit
and intends to contest the action vigorously. However, given the inherent
uncertainty of litigation and the early stages of discovery, there can be no
assurance that the ultimate outcome will be in the Company's favor, or that if
the ultimate outcome is not in the Company's favor, that such an outcome, the
diversion of management's attention, and any costs associated with the lawsuit,
will not have a material adverse effect on the Company's financial condition,
results of operations or cash flows.
The Company is subject to other legal proceedings and claims which have arisen
in the ordinary course of its business and have not been finally adjudicated.
Although there can be no assurance as to the ultimate disposition of these
matters, it is the opinion of the Company's management, based upon the
information available at this time, that the currently expected outcome of these
matters, individually or in the aggregate, will not have a material adverse
effect on the results of operations, financial condition or cash flows of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held on February 9, 1999, the
following proposals were adopted:
1. To elect six directors of the Company to serve until the 2000 Annual
Meeting of Shareholders or until their successors are elected and
qualified. All director nominees received votes which exceeded the minimum
number of votes to be elected. The table below summarizes voting results:
Votes Votes
For Withheld
----------- --------
Raymon F. Thompson 7,976,222 52,485
Howard E. Bateman 7,975,713 52,994
Richard A. Dasen 7,976,243 52,464
Timothy C. Dodkin 7,972,913 55,794
Daniel J. Eigeman 7,970,963 57,744
Calvin S. Robinson 7,971,363 57,344
2. To ratify and approve an amendment to the Amended and Restated Semitool,
Inc. 1994 Stock Option Plan, as amended to increase the number of shares of
Common Stock available for issuance thereunder by 200,000 shares from
1,300,000 shares to 1,500,000 shares.
For Against Abstain
----------- ----------- -----------
7,833,579 165,670 29,458
3. To ratify the appointment of PricewaterhouseCoopers, LLP independent
auditors for the Company for the fiscal year ending September 30, 1999.
For Against Abstain
----------- ----------- -----------
7,974,938 16,332 37,437
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(3.6) Amended By-Laws of Semitool, Inc.
(27) Financial Data Schedule for Form 10-Q dated December 31, 1998.
(b) Reports on Form 8-K:
There were no reports on Form 8-K filed during the three months ended
December 31, 1998.
<PAGE>
SIGNATURE
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: February 11, 1999 By /s/William A. Freeman
------------------------------------------
William A. Freeman
Vice President and Chief Financial Officer
By /s/Larry A. Viano
------------------------------------------
Larry A. Viano
Chief Accounting Officer
EXHIBIT 3.6
AMENDED BYLAWS
OF
SEMITOOL, INC.
(February 9, 1999)
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.
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.
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 six (6). 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.
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
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.
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.
<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 9th day of February, 1999.
/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/Timothy C. Dodkin
- ----------------------------------- ------------------------------------
Howard Bateman Timothy C. Dodkin
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AS
OF DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 6,549
<SECURITIES> 0
<RECEIVABLES> 32,616
<ALLOWANCES> 1,515
<INVENTORY> 31,716
<CURRENT-ASSETS> 78,097
<PP&E> 62,451
<DEPRECIATION> 25,711
<TOTAL-ASSETS> 119,264
<CURRENT-LIABILITIES> 26,416
<BONDS> 3,713
0
0
<COMMON> 41,248
<OTHER-SE> 45,027
<TOTAL-LIABILITY-AND-EQUITY> 119,264
<SALES> 29,311
<TOTAL-REVENUES> 30,422
<CGS> 15,418
<TOTAL-COSTS> 15,685
<OTHER-EXPENSES> 5,549
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 529
<INCOME-PRETAX> (1,728)
<INCOME-TAX> (587)
<INCOME-CONTINUING> (1,141)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,141)
<EPS-PRIMARY> (0.08)
<EPS-DILUTED> (0.08)
</TABLE>
