<PAGE> 1
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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 November 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-26784
SPEEDFAM INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Illinois 36-2421613
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
305 North 54th Street, Chandler, Arizona 85226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 705-2100
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
---------- ----------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date (January 9, 1998).
Common Stock, no par value: 15,849,054 shares
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<PAGE> 2
SPEEDFAM INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
November 30, 1997 and May 31, 1997...............................................2
Condensed Consolidated Statements of Earnings
Three Months and Six Months Ended November 30, 1997 and 1996.....................3
Condensed Consolidated Statements of Cash Flows
Six Months Ended November 30, 1997 and 1996......................................4
Notes to Condensed Consolidated Financial Statements.............................5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...........................................................8
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.................................12
Item 6. Exhibits and Reports on Form 8-K....................................................12
SIGNATURE.....................................................................................................13
</TABLE>
EXHIBIT INDEX
Exhibit 3 Amendment to Articles of Incorporation
Exhibit 11 Computation of Net Earnings Per Share
Exhibit 27 Financial Data Schedule
<PAGE> 3
PART I - FINANCIAL INFORMATION
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
NOVEMBER 30, MAY 31,
1997 1997
---------------- ----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 170,861 $ 76,895
Trade accounts and notes receivable, net 60,532 38,021
Inventories 41,492 35,849
Other current assets 5,447 4,950
--------- ----------
Total current assets 278,332 155,715
Investments in affiliates 25,881 23,956
Property, plant and equipment, net 36,265 24,582
Other assets 2,642 2,247
--------- ----------
Total assets $ 343,120 $ 206,500
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt $ 274 $ 250
Accounts payable and due to affiliates 30,137 25,747
Customer deposits 3,591 4,165
Other current liabilities 19,025 18,731
--------- ----------
Total current liabilities 53,027 48,893
--------- ----------
Long-term liabilities:
Long-term debt 114 272
Deferred income taxes 802 802
--------- ---------
Total long-term liabilities 916 1,074
--------- ---------
Stockholders' equity:
Common stock, no par value, 60,000,000 shares authorized,
15,816,534 and 13,323,547 shares issued and outstanding
at November 30, 1997 and May 31, 1997, respectively 1 1
Additional paid-in capital 224,071 105,522
Retained earnings 62,643 49,466
Foreign currency translation adjustment 2,462 1,544
--------- ----------
Total stockholders' equity 289,177 156,533
--------- ----------
Total liabilities and stockholders' equity $ 343,120 $ 206,500
========= ==========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
2
<PAGE> 4
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996
(dollars and shares in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ ------------------------
November 30, November 30,
------------------------ ------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Net sales $ 53,899 $ 36,227 $105,814 $ 74,283
Commissions from affiliate 2,629 2,892 4,561 4,564
-------- -------- -------- --------
Total revenue 56,528 39,119 110,375 78,847
Cost of sales 31,769 24,092 62,600 49,873
-------- -------- -------- --------
Gross margin 24,759 15,027 47,775 28,974
Research, development and engineering 7,918 4,114 14,703 7,895
Selling, general and administrative 8,719 6,675 18,088 13,481
-------- -------- -------- --------
Operating profit 8,122 4,238 14,984 7,598
Other income (expense), net 1,510 (21) 2,269 (466)
-------- -------- -------- --------
Earnings from consolidated companies before income taxes 9,632 4,217 17,253 7,132
Income tax expense 3,351 1,703 6,144 2,766
-------- -------- -------- --------
Earnings from consolidated companies 6,281 2,514 11,109 4,366
Equity in net earnings of affiliates 1,339 2,269 2,068 4,455
-------- -------- -------- --------
Net earnings $ 7,620 $ 4,783 $ 13,177 $ 8,821
======== ======== ======== ========
Net earnings per share $ 0.49 $ 0.42 $ 0.89 $ 0.78
======== ======== ======== ========
Weighted average common and common equivalent shares 15,530 11,315 14,883 11,296
======== ======== ======== ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 5
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996
(dollars in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------------
NOVEMBER 30, NOVEMBER 30,
---------------- -----------------
1997 1996
---------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 13,177 $ 8,821
Adjustments to reconcile net earnings to net cash used in
operating activities:
Equity in net earnings of affiliates (2,068) (4,455)
Depreciation and amortization 1,760 948
Other (7) 416
Changes in assets and liabilities:
(Increase) decrease in trade accounts and notes receivable (22,303) 736
(Increase) decrease in inventories (5,482) 11
Increase in other current assets (477) (970)
Increase (decrease) in accounts payable and due to affiliates 4,106 (7,042)
Increase (decrease) in accrued expenses, customer deposits
and other liabilities (376) 2,709
--------- --------
Net cash provided by (used in) operating activities (11,670) 1,174
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (13,495) (4,832)
Dividend from affiliate 875 454
Other investing activities (353) (309)
--------- --------
Net cash used in investing activities (12,973) (4,687)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock 116,732 -
Proceeds from exercise of stock options 731 150
1,086 273
Proceeds from sale of stock to employees
Principal payments on long-term debt (134) (479)
--------- --------
Net cash provided by (used in) financing activities 118,415 (56)
--------- --------
Effects of foreign currency rate changes on cash 194 144
--------- --------
Net increase (decrease) in cash and cash equivalents 93,966 (3,425)
Cash and cash equivalents at beginning of year 76,895 10,871
--------- --------
Cash and cash equivalents at November 30, 1997 and 1996 $ 170,861 $ 7,446
========= ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 6
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
(1) BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have
been prepared by management without audit. Certain information and note
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted, although management believes that the disclosures
made are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements of the Company
for the year ended May 31, 1997, as filed with the Securities and
Exchange Commission on August 26, 1997 as part of its Annual Report on
Form 10-K. In the opinion of management the information furnished herein
reflects all adjustments (consisting of normal recurring adjustments)
necessary for a fair statement of results for the interim periods
presented. Results of operations for the three months and six months
ended November 30, 1997 are not necessarily indicative of results to be
expected for the full fiscal year.
(2) INVENTORIES
The components of inventory were:
<TABLE>
<CAPTION>
November 30, May 31,
1997 1997
------------------ -----------------
<S> <C> <C>
Raw materials $20,327 $16,323
Work-in-process 15,520 16,030
Finished goods 5,645 3,496
------- -------
$41,492 $35,849
======= =======
</TABLE>
(3) INVESTMENTS IN AFFILIATES
The Company owns a 50% interest in SpeedFam Co., Ltd. The Company's
equity interest in SpeedFam Co., Ltd. was $21,364 and $20,363 at
November 30, 1997 and at May 31, 1997, respectively, based on the
balance sheet of SpeedFam Co., Ltd. at October 31, 1997 and April 30,
1997, respectively. The remaining equity interest included in
investments in affiliates relates to the Company's 50% ownership
interest in Fujimi Corporation. Condensed consolidated financial
statements of SpeedFam Co., Ltd., which are consolidated on a fiscal
year that ends April 30, are as follows:
5
<PAGE> 7
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
<TABLE>
<CAPTION>
BALANCE SHEETS
OCTOBER 31, APRIL 30,
1997 1997
----------------- -----------------
<S> <C> <C>
ASSETS
Total current assets $ 141,149 $ 115,671
Investment in affiliates 942 780
Property, plant and equipment, net 32,160 30,327
Deferred income taxes and other assets 7,886 6,922
----------------- -----------------
Total assets $ 182,137 $ 153,700
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities $ 122,560 $ 96,034
Long-term debt 9,446 10,786
Other long-term liabilities 7,403 6,154
Stockholders' equity
Common stock 664 664
Retained earnings 37,513 37,049
Foreign currency translation adjustment 4,372 2,817
Unrealized gains on marketable securities 179 196
----------------- -----------------
Total liabilities and stockholders' equity $ 182,137 $ 153,700
================= =================
</TABLE>
STATEMENTS OF EARNINGS AND RETAINED EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------- --------------------------
October 31, October 31,
---------------------------- --------------------------
1997 1996 1997 1996
------------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
Net sales $53,681 $54,104 $113,795 $110,854
Costs and operating expenses 49,860 46,256 109,149 95,048
------- ------- -------- --------
Earnings before income taxes 3,821 7,848 4,646 15,806
Income taxes 2,256 3,641 2,680 7,744
------- ------- -------- --------
Net earnings before minority interest 1,565 4,207 1,966 8,062
Minority interest (123) 468 (248) 502
------- ------- -------- --------
Net earnings 1,688 3,739 2,214 7,560
Beginning retained earnings 35,825 29,857 37,049 26,943
Dividends - - (1,750) (907)
------- ------- -------- --------
Ending retained earnings $37,513 $33,596 $ 37,513 $ 33,596
======= ======= ======= ========
</TABLE>
6
<PAGE> 8
SPEEDFAM INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)
The Company pays a commission to SpeedFam Co., Ltd. on sales of
equipment produced by the Company in the U. S. and exported to Pacific
Rim customers through SpeedFam Co., Ltd. As of November 30, 1997 the
Company had accrued $3,400 of commission expense to SpeedFam Co., Ltd.
(4) LONG-TERM DEBT
On August 29, 1997, the Company entered a new unsecured credit facility
with its U.S. bank group. The new credit agreement provides for a
revolving loan facility in the amount of $60,000 with a term of three
years. Should the loan be utilized, principal will be repaid at the end
of the loan term. Interest will accrue and be paid monthly on the
outstanding balance based on a 90 day LIBOR rate plus 25 to 100 basis
points. The Company must meet certain financial objectives each year as
defined in the credit agreement. At November 30, 1997, no amounts were
outstanding on this loan facility.
(5) OFFERING OF COMMON STOCK
On October 15, 1997, the Company completed a public offering of common
stock. The Company issued 2,327,000 shares of common stock and received
proceeds of $116,700 net of underwriters' discounts and commissions and
offering expenses.
(6) DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivative financial instruments to offset exposure to
market risks arising from changes in foreign exchange rates. Derivative
financial instruments currently utilized by the Company are foreign
exchange forward contracts for certain currencies. The Company evaluates
and monitors consolidated net exposures by currency and maturity, and
external derivative financial instruments correlate with that net
exposure in all material respects. Gains or losses related to hedges of
firm commitments are deferred and included in the basis of the
transaction when it is completed. Gains or losses on unhedged foreign
currency transactions are included in income as part of cost of sales.
7
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEGMENTS
The Company's total revenue consists of net sales in two segments: (i)
equipment, parts and expendables, and (ii) slurries, as well as commissions
earned on the distribution in the U.S. and Europe of products produced by
SpeedFam Co., Ltd., the Company's Far East Joint Venture.
RESULTS OF OPERATIONS
The following table sets forth certain consolidated statements of
earnings data for the periods indicated as a percentage of total revenue:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------------- --------------------------------
November 30, November 30,
---------------------------------- --------------------------------
1997 1996 1997 1996
---------------- --------------- ---------------- --------------
<S> <C> <C> <C> <C>
Revenue:
Net sales 95.3% 92.6% 95.9% 94.2%
Commissions from affiliate 4.7 7.4 4.1 5.8
---------------- --------------- ---------------- --------------
Total revenue 100.0 100.0 100.0 100.0
Cost of sales 56.2 61.6 56.7 63.3
---------------- --------------- ---------------- --------------
Gross margin 43.8 38.4 43.3 36.7
Research, development and engineering 14.0 10.5 13.3 10.0
Selling, general and administrative 15.4 17.1 16.4 17.1
---------------- --------------- ---------------- --------------
Operating profit 14.4 10.8 13.6 9.6
Other income (expense), net 2.6 0.0 2.0 (0.6)
---------------- --------------- ---------------- --------------
Earnings from consolidated companies before 17.0 10.8 15.6 9.0
income taxes
Income tax expense 5.9 4.4 5.5 3.5
---------------- --------------- ---------------- --------------
Earnings from consolidated companies 11.1 6.4 10.1 5.5
Equity in net earnings of affiliates 2.4 5.8 1.8 5.7
---------------- --------------- ---------------- --------------
Net earnings 13.5% 12.2% 11.9% 11.2%
================ =============== ================ ==============
</TABLE>
8
<PAGE> 10
Net Sales. The Company's net sales for the three months ended November
30, 1997 were $53.9 million, an increase of 48.8% over net sales of $36.2
million for the corresponding period in the prior year. Sales of equipment,
parts and expendables increased to $46.0 million or 85.3% of net sales in the
second quarter of fiscal 1998, up from $30.4 million or 83.9% of net sales in
the same period of fiscal 1997. The growth in this segment was attributable to
higher sales of the Company's CMP systems to the semiconductor industry. Sales
of CMP systems generated $34.7 million, or 64.4% of net sales, more than double
the $16.8 million, or 46.3% of net sales, reported a year earlier. The growth in
net sales was also attributable to an increase in sales of slurries. Sales of
slurries increased 36.3% to $7.9 million or 14.7% of net sales in the second
quarter of fiscal 1998 from $5.8 million or 16.1% in the comparable period of
fiscal 1997.
Sales to the thin film memory disk media market accounted for $13.4
million, or 24.8% of net sales, compared with $13.4 million, or 36.9%, for the
second quarter of fiscal 1997. Although overall sales to this market were flat
with the prior year, equipment sales declined due to manufacturing over capacity
and excess inventories of disk drives in the memory disk industry. The Company
expects these problems to continue in that industry for the next several
quarters.
Net sales for the six months ended November 30, 1997 were $105.8
million, up 42.4% over net sales of $74.3 million for the same period in fiscal
1997. Equipment, parts and expendables accounted for 84.8% of net sales in the
first six months of fiscal 1998 compared to 83.0% in the same period of fiscal
1997. CMP equipment accounted for the significant portion of this sales growth.
In the first half of fiscal 1998, sales of CMP systems were $65.4 million, or
61.8% of net sales, almost double the $33.1 million or 44.5% of net sales,
reported a year earlier. In addition, net sales have increased due to a 26.8%
increase in sales of slurries from $12.7 million in the first six months of
fiscal 1997 to $16.0 million in the same period of fiscal 1998. In the six
months ended November 30, 1997, sales to the thin film memory disk media market
of $28.9 million remained flat compared to $28.9 million in the same six months
of the prior year. However, equipment sales to the thin film memory disk media
market have declined during this period due to the reasons set forth above.
Commissions from Affiliate. Commissions from affiliate decreased to
$2.6 million during the second quarter of fiscal 1998 from $2.9 million in the
corresponding period of fiscal 1997. The decline in commission revenue in the
three months ended November 30, 1997 is due primarily to the continued slowdown
in the thin film memory disk media market. Commissions from affiliate were $4.6
million for both the first six months of fiscal 1998 and the first six months of
fiscal 1997.
Gross Margin. Gross margin increased to $24.8 million or 43.8% of total
revenue for the three months ended November 30, 1997 from $15.0 million or 38.4%
of total revenue for the three months ended November 30, 1996. For the first six
months of fiscal 1998, gross margin was $47.8 million or 43.3% of total revenue
compared to $29.0 million or 36.7% of total revenue in fiscal 1997. The increase
in gross margin and gross margin percentage for both the three and six months
ended November 30, 1997 was due to the continued shift in the revenue mix to
higher margin CMP systems.
Research, Development and Engineering. Research, development and
engineering expense was $7.9 million or 14.0% of total revenue in the second
quarter of fiscal 1998 up from $4.1 million or 10.5% of total revenue in the
second quarter of fiscal 1997. In the six months ended November 30, 1997,
research, development, and engineering expense increased to $14.7 million or
13.3% of total revenue compared to $7.9 million or 10.0% of total revenue in the
same period of fiscal year 1997. The increase in both the three month and six
month periods ended November 30, 1997 is a result of the Company's significant
investment in dry-in/dry-out and end-point detection capabilities for its CMP
systems; improvements in CMP systems reliability and productivity; upgrading a
key product in the memory disk polishing market; and various process
technologies for the semiconductor device, thin film memory disk media and
silicon wafer markets.
9
<PAGE> 11
Selling, General and Administrative. In the second quarter of fiscal
1998 selling, general and administrative expense was $8.7 million, or 15.4% of
total revenue, compared with $6.7 million, or 17.1%, a year ago. Selling,
general and administrative expense increased to $18.1 million or 16.4% of total
revenue in the first six months of fiscal 1998 from $13.5 million or 17.1% of
total revenue in the first six months of fiscal 1997. The dollar increase was
due primarily to higher commissions paid to the Far East Joint Venture for sales
of CMP systems manufactured in the United States which the Company sold into the
Asian markets, and continued investments in the Company's sales, support and
administrative infrastructure.
Other Income (Expense). Other income increased to $1.5 million in the
second quarter of fiscal 1998 from $21,000 of other expense in the comparable
period of fiscal 1997. Other income increased to $2.3 million in the first six
months of fiscal 1998 from $466,000 of other expense in the comparable period of
fiscal 1997. Other income consisted almost entirely of interest income in the
first two quarters of fiscal 1998.
Equity in Net Earnings of Affiliates. The Company's equity in the net
earnings of its joint ventures was $1.3 million for the second quarter, down
from $2.3 million a year ago. For the first six months of fiscal 1998, equity in
net earnings of affiliates decreased to $2.1 million from $4.5 million in the
corresponding period in the prior year. This decrease in the three and six month
periods is a result of decreased net earnings of the Far East Joint Venture. Net
earnings of the Far East Joint Venture are down from the prior year due to
competitive pricing pressures for the automated disk polishing systems,
affecting gross profit margins, combined with higher costs of producing these
systems. However, revenue of the Far East Joint Venture reported in yen, grew in
the three and six month periods of fiscal 1998 from the same periods a year ago.
The Far East Joint Venture has adopted an aggressive pricing strategy designed
to gain market share for the automated disk polishing systems, in turn
sacrificing gross margins and profit. Although the Far East Joint Venture
expects this situation to continue to negatively impact the Far East Joint
Venture's earnings for at least the near term, the Far East Joint Venture
believes that this pricing strategy represents an important strategic
investment.
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended November 30, 1997, $11.7 million in cash was
used in operating activities. Cash from operations was used to invest in working
capital, primarily accounts receivable and inventories. This use of cash from
operations was offset somewhat by cash generated from net earnings and increases
in accounts payable and due to affiliates.
On August 29, 1997, the Company entered a new unsecured credit facility
with its U.S bank group which replaced the $22.5 million credit facility and a
$14 million term loan commitment. The new credit agreement provides for a
revolving loan facility in the amount of $60 million with a term of three years.
At November 30, 1997, no amounts were outstanding on this loan facility.
On October 15, 1997, the Company completed a public offering of common
stock. The Company issued 2,327,000 shares of common stock and received net
proceeds of $116.7 million.
The Company currently anticipates capital expenditure spending of
approximately $30.5 million for all of fiscal 1998. In addition, the Company has
announced its intent to build a new 87,000 square foot Technology Center next to
the corporate headquarters in Chandler, Arizona. The current projected cost of
this new facility is estimated at $22.5 million with another $20.0 million for
capital equipment. Through the six months ended November 30, 1997, the Company
had made capital expenditures of $13.5 million primarily to purchase machinery
and plant equipment, complete payments for the construction of the corporate
headquarters in Chandler, Arizona and purchase furniture and computer equipment.
The
10
<PAGE> 12
Company believes that cash proceeds from the common stock offering described
above and the revolving loan facilities will be sufficient to meet the Company's
capital requirements during at least the next 12 months.
Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings per Share" is effective for financial statements issued for periods
ending after December 15, 1997. SFAS No. 128 replaces Accounting Principles
Board Opinion ("APB") No. 15 and simplifies the computation of earnings per
share ("EPS") by replacing the presentation of primary EPS with a presentation
of basic EPS. Basic EPS includes no dilution and is computed by dividing income
available to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution from
securities that could share in the earnings of the Company, similar to fully
diluted EPS under APB No. 15. The Statement requires dual presentation of basic
and diluted EPS by entities with complex capital structures. The Company will
adopt SFAS No. 128 for the financial statements beginning in the third quarter
of fiscal 1998.
SFAS No. 130, "Reporting Comprehensive Income" is effective for fiscal
years beginning after December 15, 1997. SFAS No. 130 established standards for
the reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general-purpose financial
statements. The Statement requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements. The Company is evaluating the Statement's provisions
to conclude how it will present comprehensive income it its financial
statements, and has not yet determined the amounts to be disclosed. The Company
will adopt SFAS No. 130 effective June 1, 1998.
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" is effective for financial statements for periods beginning after
December 15, 1997. SFAS No. 131 establishes standards for the way that public
business enterprises report financial and descriptive information about
reportable operating segments in annual financial statements and interim
financial reports issued to stockholders. SFAS No. 131 supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise," but retains the
requirement to report information about major customers. The Company is
evaluating the new Statement's provisions to determine the additional
disclosures required in its financial statements, if any. The Company will adopt
SFAS No. 131 effective June 1, 1998.
Certain statements and information in this Form 10-Q constitute
"forward-looking statements" within the meaning of the federal securities laws.
Such forward-looking statements involve risks and uncertainties which may cause
the actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Factors that may affect the
Company's business and may therefore affect actual results include, among
others, the cyclical nature of the Company's business and the industries which
it serves, the Company's dependence on new product development and the effects
of rapid technological change in the semiconductor and disk media industries,
including the effects of significant competition in these industries, the normal
fluctuations in the Company's quarterly operating results, including the effects
of the Far East Joint Venture's results of operations. This is only a summary of
some of the important factors that could cause actual results to vary. For a
more complete description of these and other factors, refer to "Certain Factors
Affecting the Company's Business" in the Company's Form 10-K filed with the
Securities and Exchange Commission. The Company undertakes no obligation to
update the information, including the forward-looking statements, in the Form
10-Q.
11
<PAGE> 13
SPEEDFAM INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting of Shareholders held on October 10,
1997, shareholders elected Messrs. James N. Farley, Makoto Kouzuma,
Neil R. Bonke, Richard S. Hill, Thomas J. McCook, Dr. Stuart Meyer
and Robert M. Miller to serve the Company as directors for a one-year
term or until their respective successors have been elected. The
results of the voting for each director were as follows:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
Farley 10,463,188 88,421
Kouzuma 10,463,151 88,458
Bonke 10,463,188 88,421
Hill 10,462,788 88,821
McCook 10,463,188 88,421
Meyer 10,463,188 88,421
Miller 10,463,188 88,421
</TABLE>
Shareholders also approved a proposal to amend the Articles of
Incorporation of SpeedFam International, Inc. to increase the number
of authorized shares of Common Stock from 20,000,000 to 60,000,000.
The results of the voting for the matter were as follows:
<TABLE>
<CAPTION>
For Against Abstained Broker Non-Vote
--- ------- --------- ---------------
<S> <C> <C> <C>
7,823,096 2,676,792 3,482 48,239
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit - 3 Amendment to Articles of Incorporation
Exhibit - 11 Computation of Net Earnings Per Share
Exhibit - 27 Financial Data Schedule
(b) Reports on Form 8-K.
Form 8-K (Item 5) was filed September 17, 1997.
12
<PAGE> 14
SPEEDFAM INTERNATIONAL, INC.
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.
SPEEDFAM INTERNATIONAL, INC.
/s/ Roger K. Marach
---------------------------------------------
Date: January 13, 1998 By Roger K. Marach
Treasurer and Chief Financial Officer
(As Chief Accounting Officer and Duly
Authorized Officer of SpeedFam
International, Inc.)
13
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3 Amendment to Articles of Incorporation
11 Computation of Net Earnings Per Share
27 Financial Data Schedule
</TABLE>
14
<PAGE> 1
Exhibit 3
Paragraph 1 Article Five of the Articles of Incorporation is amended in its
entirety to read as follows:
"Paragraph 1: The aggregate number of shares which the corporation is
authorized to issue is 61,000,000, divided into two classes consisting
of 1,000,000 shares designated as Preferred Stock, without par value,
issuable in series as hereinafter provided (hereinafter referred to as
the "Preferred Stock"), and 60,000,000 shares designated as Common
Stock, without par value (hereinafter referred to as the "Common
Stock")."
<PAGE> 1
Exhibit 11
SPEEDFAM INTERNATIONAL, INC.
COMPUTATION OF NET EARNINGS PER SHARE
THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 30, 1997 AND 1996
(dollars and shares in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
----------------------------- -----------------------------
November 30, November 30,
----------------------------- -----------------------------
1997 1996 1997 1996
------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Net Earnings $ 7,620 $ 4,783 $13,177 $ 8,821
======= ======= ======= =======
Weighted average shares:
Common shares outstanding 14,689 10,596 14,040 10,565
Common equivalent shares issuable upon
exercise of employee stock options using
the treasury stock method 841 719 843 731
------- ------- ------- -------
Shares used in net earnings per share 15,530 11,315 14,883 11,296
======= ======= ======= =======
Net earnings per share $ 0.49 $ 0.42 $ 0.89 $ 0.78
======= ======= ======= =======
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1998
<PERIOD-START> JUN-01-1997
<PERIOD-END> NOV-30-1997
<EXCHANGE-RATE> 1
<CASH> 170,861
<SECURITIES> 0
<RECEIVABLES> 60,532
<ALLOWANCES> 0
<INVENTORY> 41,492
<CURRENT-ASSETS> 278,332
<PP&E> 36,265
<DEPRECIATION> 0
<TOTAL-ASSETS> 343,120
<CURRENT-LIABILITIES> 53,027
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 289,176
<TOTAL-LIABILITY-AND-EQUITY> 343,120
<SALES> 105,814
<TOTAL-REVENUES> 110,375
<CGS> 62,600
<TOTAL-COSTS> 95,391
<OTHER-EXPENSES> (2,269)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,253
<INCOME-TAX> 6,144
<INCOME-CONTINUING> 11,109
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,177
<EPS-PRIMARY> .89
<EPS-DILUTED> 0
</TABLE>
