1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 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 0-12353 ------- PLASMA-THERM, INC. ---------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 04-2554632 - ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 10050 16th Street North, St. Petersburg, Florida 33716 --------------------------------------------------------------------- (Address of principal executive offices and zip code) (813)577-4999 --------------------------------------------------------------------- Registrant's telephone number, including area code --------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No ------- ------- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, par value $.01 per share Outstanding at March 11, 1998: 11,160,561 ---------------------------------- Page 1 of 15 Pages 2 INDEX PAGE NUMBER PART 1. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Balance Sheets - February 28, 1998 and November 30, 1997..................................................3 Statements of Income - Three Months Ended February 28, 1998 and February 28, 1997 ...........................5 Statements of Cash Flows - Three Months Ended February 28, 1998 and February 28, 1997 ...........................6 Notes to Consolidated Financial Statements ..........................8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ......................10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K ...........................13 -2- 3 PLASMA-THERM, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS FEBRUARY 28, NOVEMBER 30, ASSETS 1998 1997 ------------ ------------ (UNAUDITED) Current assets Cash and cash equivalents $ 7,143,284 $ 5,398,030 Accounts receivable 14,799,199 13,755,778 Inventories 10,831,426 9,875,801 Prepaid expenses and other 251,255 414,521 Deferred tax asset 284,892 293,814 ------------ ------------ Total current assets 33,310,056 29,737,944 ------------ ------------ Propery, plant and equipment Building 4,496,853 4,444,649 Machinery and equipment 8,109,406 7,678,097 Leasehold improvements 148,055 148,055 ------------ ------------ 12,754,314 12,270,801 Less accumulated depreciation and amortization 3,969,370 3,405,935 ------------ ------------ 8,784,944 8,864,866 Land 1,012,992 786,017 ------------ ------------ 9,797,936 9,650,883 ------------ ------------ Other assets 195,557 218,263 ------------ ------------ $ 43,303,549 $ 39,607,090 ============ ============ See accompanying notes to these consolidated financial statements. -3- 4 PLASMA-THERM, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS FEBRUARY 28, NOVEMBER 30, LIABILITIES 1998 1997 ------------ ------------ Current liabilities Short-term borrowings $ 3,000,000 $ 2,000,000 Current maturities of long-term obligations 732,556 723,968 Accounts payable 3,551,755 3,141,397 Accrued payroll and related 531,512 651,505 Accrued expenses 1,318,505 734,720 Customer deposits 333,989 - ------------ ------------ Total current liabilities 9,468,317 7,251,590 ------------ ------------ Long-term obligations 3,484,751 3,670,581 ------------ ------------ SHAREHOLDERS' EQUITY Shareholders' equity Common stock, $.01 par value (25,000,000 shares authorized, 11,160,561 and 11,126,561 shares issued and outstanding at February 28, 1998 and November 30, 1997) 111,607 111,267 Additional paid-in capital 16,886,795 16,695,253 Retained earnings 13,352,079 11,878,399 ------------ ------------ 30,350,481 28,684,919 ------------ ------------ $ 43,303,549 $ 39,607,090 ============ ============ See accompanying notes to these consolidated financial statements. -4- 5 PLASMA-THERM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED -------------------------------------------- FEBRUARY 28, FEBRUARY 28, 1998 1997 -------------- -------------- Net sales $ 12,311,720 $ 9,480,580 Cost of sales 6,970,104 5,712,963 ------------- ------------ Gross profit 5,341,616 3,767,617 ------------- ------------ Operating expenses: Research and development 1,103,727 792,549 Selling and administrative 1,847,251 1,575,054 ------------- ------------ Total operating expenses 2,950,978 2,367,603 ------------- ------------ Operating income 2,390,638 1,400,014 Interest (income) expense, net 45,755 21,131 ------------- ------------ Income before income taxes 2,344,883 1,378,883 Income taxes 871,203 547,223 ------------- ------------ Net income $ 1,473,680 $ 831,660 ============= ============ Earnings per share: Basic and Diluted $ 0.13 $ 0.08 ============= ============ See accompanying notes to these consolidated financial statements. -5- 6 PLASMA-THERM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED FEBRUARY 28, ---------------------------------------- 1998 1997 -------------- ------------- Cash flows from operating activities Net income $ 1,473,680 $ 831,660 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 578,435 411,717 Deferred taxes 8,922 34,611 Compensation - stock options 6,000 2,280 Tax benefit related to certain stock options and warrants 51,522 193,730 Changes in assets and liabilities Increase in accounts receivable (1,043,421) (417,721) (Increase) decrease in inventories (955,625) 691,971 Decrease in prepaid expenses and other 163,266 84,056 Increase (decrease) in accounts payable 410,358 (44,128) Increase (decrease) in accrued payroll and related (119,993) 241,025 Increase in accrued expenses 583,785 186,842 Increase (decrease) in customer deposits 333,989 (218,000) ------------ ------------ Net cash provided by operating activities 1,490,918 1,998,043 ------------ ------------ Cash flows from investing activities Capital expenditures (710,488) (272,745) Other 7,706 9,329 ------------ ------------ Net cash used in investing activities (702,782) (263,416) ------------ ------------ See accompanying notes to these consolidated financial statements. -6- 7 PLASMA-THERM, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) THREE MONTHS ENDED FEBRUARY 28, ---------------------------------------- 1998 1997 -------------- ------------- Cash flows from financing activities Principal payments on long-term obligations (177,242) (169,373) Net proceeds (payments) under line of credit agreements 1,000,000 (1,000,000) Exercise of common stock and warrants 134,360 948,560 ------------ ------------ Net cash provided by (used in) financing activities 957,118 (220,813) ------------ ------------ Net increase in cash and cash equivalents 1,745,254 1,513,814 ------------ ------------ Cash and cash equivalents, beginning of period 5,398,030 5,266,279 ------------ ------------ Cash and cash equivalents, end of period $ 7,143,284 $ 6,780,093 ============ ============ See accompanying notes to these consolidated financial statements. -7- 8 PLASMA-THERM, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FEBRUARY 28, 1998 AND NOVEMBER 30, 1997 (UNAUDITED) NOTE 1 BASIS OF PRESENTATION In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of February 28, 1998 and November 30, 1997 and the results of operations and cash flows for the three months ended February 28, 1998 and 1997. The results of operations for the three months ended February 28, 1998 and 1997 are not necessarily indicative of results for the full year. The November 30, 1997 balance sheet amounts and disclosures included herein have been derived from the November 30, 1997 audited financial statements of the Registrant. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes included in the Company's latest annual report on Form 10-K. NOTE 2 PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Plasma-Therm, Inc. and its wholly-owned subsidiary, Magnetran Inc. All significant intercompany transactions and balances have been eliminated. NOTE 3 INVENTORIES Inventories consist of the following: February 28, November 30, 1998 1997 ------------------ ------------------ Raw materials $ 6,206,953 $6,738,918 Work-in-process 4,042,370 2,494,527 Furnished goods 582,103 642,356 ------- ------- $10,831,426 $ 9,875,801 =========== =========== -8- 9 NOTE 4 EARNINGS PER SHARE DISCLOSURES For the Three Months Ended February 28, 1998 --------------------------------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount -------------------- ----------------------- -------------------- Basic EPS: Income available to common shareholders $1,473,680 11,141,183 $.13 ==== Effect of Dilutive Securities: Options -- 245,364 ---------- ---------- Diluted EPS: Income available to common shareholders + assumed conversions $1,473,680 11,386,547 $.13 ========== ========== ==== For the Three Months Ended February 28, 1997 --------------------------------------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount -------------------- ------------------------ ------------------- Basic EPS: Income available to common shareholders $ 831,660 10,592,794 $.08 ==== Effect of Dilutive Securities: Options -- 327,808 --------- ---------- Diluted EPS: Income available to common shareholders + assumed conversions $ 831,660 10,920,602 $.08 ========= ========== ==== -9- 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net sales of $12,311,720 for the first quarter of 1998 increased by 30% from net sales of $9,480,580 for the first quarter of 1997. The increase in net sales for the first quarter was attributable to higher product demand and increased sales of the Company's fully automated production product line, the Versalock(R) 700 Series. Total sales related to this product in the first quarter of 1998 and 1997 were approximately $7,400,000 (60% of net sales) and $2,700,000 (30% of net sales), respectively. Gross profit increased to $5,341,616, or 43.4% of net sales for the first quarter of 1998, compared to $3,767,617, or 39.7% of net sales for 1997. The increase in gross margin percentage was due to increased sales of the Versalock(R) 700 product line described in the previous paragraph which has a higher gross margin than the Company's other product lines. Research and development expense for the first quarter of 1998 was $1,103,727 compared to $792,549 for the first quarter of 1997, or 9% and 8.4% of net sales, respectively. Research and development programs continue to be implemented to enhance development efforts in the Company's target markets: optoelectronics/telecommunications, thin film head, photomask, and microelectromechanical (MEMS). As a result, the Company's R&D lab is expanding requiring additional capital outlay. As new products and technology are introduced, total dollars expended on research and development are expected to continue to increase. Selling and administrative expense for the quarter ended February 28, 1998 was $1,847,251, up from $1,575,054 for the comparable quarter in 1997, accounting for 15% and 16.6% of net sales, respectively. The total dollar increase in selling and administrative expense for the first quarter of 1998 relates primarily to the marketing initiatives which did not begin until the second quarter of 1997. Total dollars expended in the first quarter of 1998 for this marketing effort approximated $200,000. The decrease in selling and administrative expense as a percentage of revenue is the result of certain overhead expenditures increasing at a slower rate than the increase in sales. Income before income taxes for the first quarter of 1998 was $2,344,883, an increase of $966,000 from $1,378,883 earned the first quarter of 1997. Net income per share was $.13 for the first quarter of 1998, an increase of $.05 from $.08 for the first quarter of 1997. The primary reason for the increase in the first quarter of 1998 relates to increased net sales with higher margins as described in the previous paragraphs. -10- 11 FINANCIAL POSITION, LIQUIDITY AND CAPITAL REQUIREMENTS Net cash provided by operations totaled approximately $1,500,000 for the first three months of 1998, compared to approximately $2,000,000 for the same period in 1997. The increase in cash provided by operations of $1,500,000 for the first three months of 1998 consisted of various components, including net income of $1,473,680 and non-cash expenses (depreciation and amortization) of $578,435. Other sources of cash include an increase in accounts payable and accrued expenses of $874,150 and an increase in customer deposits of $333,989. Uses of cash include an increase in accounts receivable of $1,043,421 and an increase in inventories of $955,625. The 19% increase in accounts payable and accrued expenses was primarily related to a higher level of purchases associated with increased sales. In addition, accrued expenses include approximately $550,000 for corporate income taxes. As of November 30, 1997, the corporate income tax liability for the year was paid. The increase in customer deposits of $333,989 is comprised primarily of prepayments from one customer for two orders to be shipped in a subsequent quarter in fiscal 1998. The 7.6% increase in accounts receivable is due to increased sales and the timing of sales and related payments. The 9.7% increase in inventories is due to purchases required for the increased level of sales. Net cash used in investing activities for the first three months of 1998 was $702,782 compared to $263,416 for the same period in 1997. For the first three months of 1998, the Company incurred approximately $710,000 in capital expenditures, of which $227,000 was for the purchase of land to construct a building to be used for additional research and development and office space. Approximately $310,000 was for the purchase of various lab equipment to be used in research and development. The remaining $173,000 was primarily for various computer equipment. Net cash provided by financing activities for the first three months of 1998 was $957,118 as compared to $220,813 used in financing activities for the same period in 1997. Cash used for financing activities in the first quarter of 1998 included the principal repayment of approximately $177,000 of notes payable and capital lease obligations. Cash provided by financing activities included net receipts of $1,000,000 on the line of credit. The Company has extensive ongoing capital requirements for research and development, the repayment of debt, capital equipment and inventory. The Company believes that its current cash reserves, together with the funds available under its line of credit, should be sufficient to meet its capital requirements for the immediate future. FORWARD LOOKING INFORMATION From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products, inventory, research and development activities and expenditures and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the -11- 12 Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. The risks and uncertainties that may affect the operations, performance, development and results of the Company's business include, but are not limited to, the following: The Company sells relatively expensive capital equipment, and, in any given quarter or financial period, any one customer or any individual shipment may represent a significant portion of revenue in that period. Therefore, a delay or cancellation of that shipment could cause the Company to experience a revenue or earnings shortfall for a given financial period. The Company relies on distributors' and representatives, which complement its direct sales and service staff, to sell and service its products in various geographic locations. Should these sales and service channels be rendered ineffective, it could materially impact the Company's business. Some of the Company's competitors have more extensive direct sales and service locations in the Company's distributor's and representatives' channels, which could provide these competitors with a competitive advantage in certain geographic areas. The Company depends heavily on the success and growth of the high technology marketplace. In particular, the Company sells equipment directly to manufacturers in the optoelectronics/telecommunications, thin film head, photomask and microelectromechanical (MEMS) industries. A slowdown in more than one of these industries could materially effect the Company's business. The Company also relies on the health of the general semiconductor equipment marketplace. A slowdown in semiconductor capital equipment purchases could also affect the Company's business from time to time. -12- 13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBIT METHOD OF FILING ------- ---------------- (a) Exhibits -------- 27.Financial Data Schedule (for SEC use only) * * Filed electronically herewith. (b) Reports on Form 8-K. No reports on Form 8-K were filed during the first quarter of fiscal 1998. -13- 14 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLASMA-THERM, INC. Date: March 12, 1998 /S/ STACY WAGNER ------------------------------------- Stacy Wagner V.P. of Finance and Administration, Controller Date: March 12, 1998 /S/ RONALD S. DEFERRARI ------------------------------------- Ronald S. Deferrari President, Chief Operating Officer SIGNATURES -14-