================================================================================ 1999 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1999. 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: 0-12742 SPIRE CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Massachusetts 04-2457335 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization Identification No.) One Patriots Park, Bedford, Massachusetts 01730-2396 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 781-275-6000 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 --- --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. There were 3,245,016 outstanding shares of the issuer's only class of common equity, Common Stock, $.01 par value, on July 30, 1999. Transitional Small Business Disclosure Format (Check One): Yes No X --- --- SPIRE CORPORATION INDEX Page Number PART I - FINANCIAL INFORMATION ----------- - ------------------------------ Condensed Consolidated Balance Sheets at June 30, 1999 (unaudited) and December 31, 1998 .................... 3 Condensed Consolidated Statements of Operations For the Three Months Ended June 30, 1999 and 1998 and For the Six Months Ended June 30, 1999 and 1998 (unaudited) ........ 4 Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 1999 and 1998 (unaudited) ........ 5 Notes to Condensed Consolidated Financial Statements ............... 6 Management's Discussion and Analysis of Financial Condition and Results of Operations .......................................... 7 - 11 PART II - OTHER INFORMATION - --------------------------- Item 1. Legal Proceedings ......................................... 12 Item 6. Exhibits and Reports on Form 8-K .......................... 12 2 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, DECEMBER 31, 1999 1998 --------------- --------------- (Unaudited) ASSETS Current assets - -------------- Cash and cash equivalents $ 359,189 $ 121,866 Accounts receivable, trade: Amounts billed 2,177,523 2,799,037 Retainage 62,173 62,173 Unbilled costs 380,732 355,716 --------------- --------------- 2,620,428 3,216,926 Less allowance for doubtful accounts 102,000 102,000 --------------- --------------- Net accounts receivable 2,518,428 3,114,926 --------------- --------------- Inventories (Note 2) 1,693,242 2,254,043 Prepaid expenses and other current assets 284,454 363,649 --------------- --------------- Total current assets 4,855,313 5,854,484 --------------- --------------- Property and equipment 26,143,515 25,675,700 Less accumulated depreciation and amortization 21,455,963 20,986,170 --------------- --------------- Net property and equipment 4,687,552 4,689,530 --------------- --------------- Patents (less accumulated amortization, $628,876 in 1999 and $611,650 in 1998) 196,471 214,758 Other assets 64,020 15,071 --------------- --------------- 260,491 229,829 =============== =============== $ 9,803,356 $10,773,843 =============== =============== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities - ------------------- Accounts payable $ 1,245,008 $ 1,555,019 Accrued liabilities 903,404 836,846 Notes payable 1,400,000 850,000 Advances on contracts in progress 539,195 1,112,058 --------------- --------------- Total current liabilities 4,087,608 4,353,923 --------------- --------------- Stockholders' equity - -------------------- Common stock, $.01 par value; shares authorized 20,000,000; issued 3,797,176 shares in 1999 and 3,795,926 shares in 1998 37,972 37,959 Additional paid-in capital 9,783,768 9,780,494 Accumulated deficit (2,886,304) (2,178,845) --------------- --------------- 6,935,436 7,639,608 Treasury stock at cost, 552,160 shares (1,219,688) (1,219,688) --------------- --------------- Total stockholders' equity 5,715,748 6,419,920 =============== =============== $ 9,803,356 $10,773,843 =============== =============== See accompanying notes to condensed consolidated financial statements. 3 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, ------------------------------------ ------------------------------------ 1999 1998 1999 1998 --------------- --------------- --------------- --------------- Net sales and revenues - ---------------------- Contract research, service and license revenues $ 2,227,249 $ 2,619,588 $ 4,882,346 $ 5,735,474 Sales of manufacturing equipment 454,329 825,703 1,616,948 2,152,343 --------------- --------------- --------------- --------------- Total sales and revenues 2,681,578 3,445,291 6,499,294 7,887,817 --------------- --------------- --------------- --------------- Costs and expenses - ------------------ Cost of contract research, services and licenses 1,708,038 2,328,026 3,524,059 4,535,204 Cost of manufacturing equipment 395,849 763,599 1,402,274 1,567,360 Selling, general and administrative expenses 1,114,684 1,371,460 2,232,309 2,732,310 Other operating charges -- 763,700 -- 820,615 --------------- --------------- --------------- --------------- Total costs and expenses 3,218,571 5,226,785 7,158,642 9,655,489 --------------- --------------- --------------- --------------- Loss from operations (536,993) (1,781,494) (659,348) (1,767,672) - -------------------- Interest income (expense), net (21,313) 6,150 (48,112) 18,487 --------------- --------------- --------------- --------------- Loss before income taxes (558,306) (1,775,344) (707,460) (1,749,185) Income tax expense -- -- -- 9,000 --------------- --------------- --------------- --------------- Net loss $ (558,306) $(1,775,344) $ (707,460) $(1,758,185) - -------- =============== =============== =============== =============== Loss per share of common stock - basic $ (0.17) $ (0.55) $ (0.22) $ (0.54) - -------------------------------------- =============== =============== =============== =============== Loss per share of common stock - diluted $ (0.17) $ (0.55) $ (0.22) $ (0.54) - ---------------------------------------- =============== =============== =============== =============== Weighted average number of common and common shares outstanding - basic 3,244,183 3,241,291 3,243,945 3,227,989 =============== =============== =============== =============== Weighted average number of common and common equivalent shares outstanding - diluted 3,244,183 3,241,291 3,243,945 3,227,989 =============== =============== =============== =============== See accompanying notes to condensed consolidated financial statements. 4 SPIRE CORPORATION AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) SIX MONTHS ENDED JUNE 30, ------------------------------------ 1999 1998 --------------- --------------- Cash flows from operating activities: Net loss $ (707,640) $(1,758,185) Adjustments to reconcile net earnings (loss) to net cash used in operating activities: Depreciation and amortization 493,144 483,093 Changes in assets and liabilities: Accounts receivable 596,498 698,098 Inventories 560,801 (761,361) Prepaid expenses and other current assets 79,195 (94,042) Accounts payable and accrued liabilities (243,453) 576,218 Advances on contracts in progress (572,863) 157,582 --------------- --------------- Net cash provided by (used in) by operating activities 205,682 (698,597) --------------- --------------- Cash flows from investing activities: Additions to property and equipment (467,815) (599,470) Increase in patent costs (5,064) (12,482) Other assets (48,949) 2,458 --------------- --------------- Net cash used in investing activities (521,828) (609,494) --------------- --------------- Cash flows from financing activities: Net receipts (payments) on short-term debt 550,000 -- Exercise of stock options 3,287 135,414 --------------- --------------- Net cash provided by (used in) financing activities 553,287 135,414 --------------- --------------- Net increase (decrease) in cash and cash equivalents 237,141 (1,172,677) Cash and cash equivalents, beginning of period 121,866 1,695,727 =============== =============== Cash and cash equivalents, end of period $ 359,189 $ 523,050 =============== =============== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest expense $ 21,313 $ 723 =============== =============== Income taxes $ 3,000 $ 44,400 =============== =============== See accompanying notes to condensed consolidated financial statements. 5 SPIRE CORPORATION AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 1999 (1) Interim Financial Statements ---------------------------- In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position as of June 30, 1999 and the results of operations and changes in cash flows for the six months ended June 30, 1999 and 1998. The results of operations for the six months ended June 30, 1999 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 1999. The accounting policies followed by the Company are set forth in Note 2 to the Company's consolidated financial statements in its annual report on Form 10-KSB for the year ended December 31, 1998. The financial statements, with the exception of the December 31, 1998 balance sheet, are unaudited and have not been examined by independent certified public accountants. (2) Inventories ----------- Inventories consist of the following: June 30, December 31, 1999 1998 ----------------- ----------------- Raw materials $ 696,157 $ 776,933 Work in process 823,890 1,307,088 Finished goods 173,195 170,022 ----------------- ----------------- $ 1,693,242 $ 2,254,043 ================= ================= (3) Earnings Per Share ------------------ The reconciliation of the denominators of the basic and diluted earnings (loss) per share computations for the Company's reported earnings (loss) is as follows: Three Months Ended June 30, Six Months Ended June 30, ------------------------------------ ------------------------------------ 1999 1998 1999 1998 --------------- --------------- --------------- --------------- Weighted average number of shares outstanding - basic 3,244,183 3,241,291 3,243,945 3,227,989 Add net additional common shares upon exercise of common -- -- -- -- =============== =============== =============== =============== Adjusted weighted average common shares outstanding - diluted 3,244,183 3,241,291 3,243,945 3,227,989 =============== =============== =============== =============== 6 (4) Operating Segments and Related Information ------------------------------------------ The following table presents certain operating division information in accordance with the provisions of SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information", which was adopted in 1998. Spire Spire Spire Total Solar Optoelectronics Biomedical Company ------------------ ------------------ ------------------ ------------------ For the Three Months Ended June 30, 1999 ---------------------------------------- Net sales and revenues $ 715,898 $ 1,029,606 $ 936,074 $ 2,681,578 Earnings (loss) from operations (216,461) (271,509) (70,336) (558,306) For the Three Months Ended June 30, 1998 ---------------------------------------- Net sales and revenues $ 1,145,000 $ 1,358,000 $ 942,000 $ 3,445,000 Earnings from operations (538,000) (817,000) (421,000) (1,775,000) For the Six Months Ended June 30, 1999 -------------------------------------- Net sales and revenues $ 2,193,298 $ 2,319,544 $ 1,986,452 $ 6,499,294 Earnings (loss) from operations (375,593) (300,427) (31,440) (707,460) For the Six Months Ended June 30, 1998 -------------------------------------- Net sales and revenues $ 2,482,000 $ 3,376,000 $ 2,030,000 $ 7,888,000 Earnings from operations (591,000) (751,000) (417,000) (1,758,000) ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - -------------------------------------------------------------------------------- OF OPERATIONS - ------------- OVERVIEW Spire develops, manufactures and markets highly-engineered photovoltaic module manufacturing equipment and optoelectronic products and provides biomedical processing services. Spire is the world's leader in the design and manufacture of specialized equipment for the production of terrestrial photovoltaic modules from solar cells, with its equipment installed in 142 factories and in 38 countries. The Company also offers certain optoelectronic products and is continuing to develop additional advanced optoelectronic products for telecommunications, biomedical and electronics applications. Spire's value-added biomedical processing services offer surface treatments to enhance the durability or antimicrobial characteristics of orthopedic and other medical devices. The Company's net sales and revenues for the three and six months ended June 30, 1999 declined, compared to the three and six months ended June 30, 1998. 7 Results of Operations - --------------------- The following table sets forth certain items as a percentage of net sales and revenues for the periods presented: Three Months Ended June 30, Six Months Ended June 30, ---------------------------------- ---------------------------------- 1999 1998 1999 1998 -------------- -------------- -------------- -------------- Net sales and revenues 100.0% 100.0% 100.0% 100.0% Cost of sales and revenues 78.5 89.7 75.8 77.4 -------------- -------------- -------------- -------------- Gross profit 21.5 10.3 24.2 22.6 Selling, general and administrative expenses 41.6 39.8 34.3 34.6 Other operating charge -- 22.2 -- 10.4 -------------- -------------- -------------- -------------- Loss from operations (20.0) (51.7) (10.1) (22.4) Loss before income taxes (20.8) (51.5) (10.9) (22.2) Income tax expense -- -- -- 0.1 ============== ============== ============== ============== Net loss (20.8%) (51.5%) (10.9%) (22.3%) ============== ============== ============== ============== THREE AND SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THREE AND SIX MONTHS ENDED JUNE 30, 1998 Net Sales and Revenues Net sales and revenues decreased $763,000 or 22% for the three months ended June 30, 1999 to $2,682,000, compared to $3,445,000 for the three months ended June 30, 1998. Contract research, service and license revenues decreased $392,000 or 15% to $2,227,000 for the three months ended June 30, 1999 compared to $2,619,000 for 1998. Manufacturing equipment sales decreased $372,000 or 45% to $454,000 for 1999, compared to $826,000 for 1998. The following table categorizes the Company's net sales and revenues for the periods presented: Three Months Ended June 30, ---------------------------------------------------- 1999 1998 % Change -------------- -------------- -------------- Contract research, service and license revenues $2,227,000 $2,619,000 (15%) Manufacturing equipment sales 454,000 826,000 (45%) -------------- -------------- Net sales and revenues $2,682,000 $3,445,000 (22%) ============== ============== Net sales and revenues decreased $1,389,000 or 18% for the six months ended June 30, 1999 to $6,499,000, compared to $7,888,000 for the six months ended June 30, 1998. Contract research, service and license revenues decreased $854,000 or 15% to $4,882,000 for the six months ended June 30, 1999 compared to $5,736,000 for 1998. Manufacturing equipment sales decreased $535,000 or 25% to $1,617,000 for 1999, compared to $2,152,000 for 1998. The following table categorizes the Company's net sales and revenues for the periods presented: Six Months Ended June 30, ---------------------------------------------------- 1999 1998 % Change -------------- -------------- -------------- Contract research, service and license revenues $4,882,000 $5,736,000 (15%) Manufacturing equipment sales 1,617,000 2,152,000 (25%) -------------- -------------- Net sales and revenues $6,499,000 $7,888,000 (18%) ============== ============== The decline in manufacturing equipment sales for the three and six month periods ended June 30, 1999 is primarily due to limited capacity expansion in photovoltaic module production. The decline in contract research, service and license revenues for the three and six month periods ended June 30, 1999 is primarily due to a decline in new awards experienced during the latter part of 1998 as more of the Company's development efforts went toward commercial products. The Company's inability to complete a commercial order on schedule delayed revenue on that order and caused the Company to incur substantial non-reimbursable cost, which otherwise would have been applied to chargeable contract research activities. 8 Cost of Sales and Revenues The cost of sales and revenues decreased $988,000 to $2,104,000, and decreased to 78% of net sales and revenues, for the quarter ended June 30, 1999, compared to $3,092,000 or 90% of net sales and revenues for the quarter ended June 30, 1998. The cost of contract research, service and license revenues decreased $530,000 to $1,708,000, and decreased to 77% of related revenues, for the quarter ended June 30, 1999, compared to $2,328,000 or 89% of related revenues for the quarter ended June 30, 1999. The decline is due to cost reduction steps the Company undertook in 1998 and 1999. Cost of manufacturing equipment sales decreased $368,000 to $396,000, and increased to 87% of related sales, for the quarter ended June 30, 1999, compared to $764,000 or 92% of related sales, for the quarter ended June 30, 1998. Cost of manufacturing equipment sales decreased due to a decrease in sales volume. The following table categorizes the Company's cost of sales and revenues for the periods presented, stated in dollars and as a percentage of related sales and revenues: Three Months Ended June 30, -------------------------------------------------------- 1999 % 1998 % -------------- ------- -------------- ------- Contract research, service and license revenues $ 1,708,000 77% $ 2,328,000 89% Manufacturing equipment sales 396,000 87% 764,000 92% ============== ============== Total cost of sales and revenues $ 2,104,000 78% $ 3,092,000 90% ============== ============== The cost of sales and revenues decreased $1,125,000 to $4,978,000, or 77% of net sales and revenues, for the six months ended June 30, 1999, compared to $6,103,000 or 77% of net sales and revenues for the quarter ended June 30, 1998. The cost of contract research, service and license revenues decreased $1,011,000 to $3,524,000, and decreased to 72% of related revenues, for the six months ended June 30, 1999, compared to $4,535,000 or 79% of related revenues for the six months ended June 30, 1999. The decline is due to cost reduction steps the Company undertook in 1998 and 1999. Cost of manufacturing equipment sales decreased $166,000 to $1,402,000, and increased to 87% of related sales, for the six months ended June 30, 1999, compared to $1,568,000 or 73% of related sales, for the six months ended June 30, 1998. Cost of manufacturing equipment sales decreased due to a decrease in sales volume. The following table categorizes the Company's cost of sales and revenues for the periods presented, stated in dollars and as a percentage of related sales and revenues: Six Months Ended June30, -------------------------------------------------------- 1999 % 1998 % -------------- ------- -------------- ------- Contract research, service and license revenues $ 3,524,000 72% $ 4,535,000 79% Manufacturing equipment sales 1,402,000 87% 1,568,000 73% ============== ============== Total cost of sales and revenues $ 4,926,000 76% $ 6,103,000 77% ============== ============== Selling, General and Administrative Expenses Selling, general and administrative expenses for the quarter ended June 30, 1999 decreased $1,021,000 to $1,114,000, and increased to 42% of sales and revenues, compared to $1,371,000 or 40% of sales and revenues for the quarter ended June 30, 1998, primarily due to lower sales volume. For the quarter ended June 30, 1999, the Company had no Other operating charges compared to $764,000 in the quarter ended June 30, 1998. Depreciation and Amortization Expenses Depreciation and amortization expenses for the six months ended June 30, 1999 increased $11,000 or 2% to $494,000, compared to $483,000 for the six months ended June 30, 1998. Capital expenditures decreased $131,000 or 22% to $468,000 for the six months ended June 30, 1999, compared to $599,000 for the six months ended June 30, 1998. 9 Interest The Company earned no interest income for the quarter ended June 30, 1999, compared to $6,150 interest income for the quarter ended June 30, 1998. The Company incurred interest expense of $21,313 in the second quarter of 1999, primarily due to its borrowings under a revolving line of credit. The Company incurred insignificant interest expense for the quarter ended June 30, 1998. Income Taxes The Company recorded no income tax expense or benefit for the quarters ended June 30, 1999 sand 1998. Net Earnings (Loss) The Company reported a net loss for the quarter ended June 30, 1999 of $558,000, compared to $1,775,000 for the quarter ended June 30, 1998. The decline in the Company's loss resulted from no Other operating charges in 1999, and from cost reductions implemented by the Company in 1998. LIQUIDITY AND CAPITAL RESOURCES To date the Company has been able to fund its liquidity requirements using cash from operations and available lines of credit. On March 19, 1999, the Company amended and extended its revolving credit agreement with Silicon Valley Bank. This agreement provides for a $2 million revolving credit facility, based upon eligible accounts receivable requirements. This line of credit has been established to provide the Company with resources for general working capital purposes and Standby Letter of Credit Guarantees for foreign customers. The line is secured by all assets of the Company. Interest on the line is at the Bank's prime rate plus one percent. The line contains covenants including provisions relating to profitability and net worth. As of June 30, 1999, the Company was in default under this line, but has agreed to a new credit facility which resets the covenant and expands debt capacity. As of June 30, 1999, the Company had $1,400,000 outstanding debt under this revolving credit facility. Cash and cash equivalents increased $237,000 to $359,000 at June 30, 1999, from $122,000 at December 31, 1998. To date there are no material commitments by the Company for capital expenditures. At June 30, 1999, the Company's accumulated deficit was $2,886,000, compared to an accumulated deficit of $2,179,000 as of December 31, 1998. Working capital as of June 30, 1999 decreased 49% to $768,000, compared to $1,501,000 as of December 31, 1998. Although no assurances can be made, the Company expects that cash flow from operations, the existing line of credit with its bank, and available lease arrangements, will be sufficient to meet its needs for working capital. However, the Company believes it has insufficient capital resources for business expansion. The Company has taken steps to conserve its resources by reducing its cost of operations. In addition, the Company is exploring ways to increase capital through possible increased debt, equity, or sale of part or all of the Company. The Company has engaged the investment banking firms of Laird & Company and OEM Capital to assist in this endeavor. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities", which 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. This statement requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The statement also sets forth the criteria for determining whether a derivative may be specifically designed as a hedge of a particular exposure with the intent of measuring the effectiveness of that hedge in the statement of operations. In July 1999, the Financial Accounting Standards Board issued SFAS 137 which deferred the effective date of SFAS 133 to fiscal quarters of fiscal years beginning after June 15, 2000. Management does not believe that the adoption of this statement will have a material impact on the Company's consolidated financial position, results of operations or cash flows. 10 IMPACT OF INFLATION AND CHANGING PRICES Historically, the Company's business has not been materially impacted by inflation. Manufacturing equipment sales are generally quoted, manufactured and shipped within a cycle of approximately six months, allowing for orderly pricing adjustments to the cost of labor and purchased parts. The Company has not experienced any negative effects from the impact of inflation on long-term contracts. The Company's service business is not expected to be seriously affected by inflation because its procurement-production cycle typically ranges from two weeks to several months, and prices generally are not fixed for more than one year. Research and development contracts usually include cost escalation provisions. FOREIGN EXCHANGE FLUCTUATION The Company sells only in U.S. dollars, generally against an irrevocable confirmed letter of credit through a major U.S. bank. Therefore the Company is not directly affected by foreign exchange fluctuations on its current orders. However, fluctuations in foreign exchange rates do have an effect on the Company's customers' access to U.S. dollars and on the pricing competition on certain pieces of equipment that the Company sells in selected markets. IMPACT OF THE YEAR 2000 ISSUE The Company has identified the potential impact of the Year 2000 issue. The Year 2000 issue relates to computer programs and embedded computer chips being viable to distinguish between the year 1900 and the year 2000. The Company has completed a review and assessment of potentially affected items, including information technology and non-information technology, for Year 2000 compliance. When identifying computer programs that were not Year 2000 compliant, the Company sought to upgrade these programs to newer versions of software that are Year 2000 compliant. The Company's main business system's upgrade to Y2K compliant software has been installed. Data files will be converted during the third quarter of 1999. The Company has obtained required software. The cost of the software is estimated to not exceed $50,000. The Company's business is also dependent upon systems of third parties, primarily its vendors and customers. The Company has submitted questionnaires to all of its significant vendors. The Company has analyzed their responses, and no known problems have been identified. The Company issued questionnaires to its customer base, and has completed an analysis of its customer base. No known problems have been identified. The Company believes that its most likely and reasonable worst case scenario relating to the Year 2000 would be failure of certain of its applications with imbedded software or failure of such applications of a material customer or vendor. Failure of applications of embedded software could result in a disruption of the Company's operation and thereby negatively affect revenues and profitability. Failure of a significant vendor's information systems could temporarily interrupt supply of materials or services and impair the Company's ability to fill orders. If a major customer system fails to become Year 2000 compliant, the Company's revenues could be temporarily disrupted if the customer suspends further purchases. Although there can be no assurance that these failures will not have an adverse effect on the Company's business, the Company believes that any such adverse effect would not be material. The Company is formulating contingency plans to address any such failures. The plans include identifying Year 2000 compliant software for the Company's internal systems, and identifying alternative vendors to assure continuity of supplies. THE FOREGOING STATEMENTS MAY INCLUDE FORWARD-LOOKING STATEMENTS SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED OR REFERRED TO IN THIS REPORT AND IN ITEM 6 OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1998. 11 PART II - OTHER INFORMATION - --------------------------- ITEM 1. LEGAL PROCEEDINGS - -------------------------- The Company is subject, from time to time, to legal proceedings and claims arising out of its business, which cover a wide range of matters. Management, after review and consultation with counsel, considers that any liability from all of these legal proceedings and claims would not materially affect the consolidated financial position, results of operations or liquidity of the Company. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ On May 20, 1999, the Company held a Special Meeting in Lieu of Annual Meeting of Stockholders to vote on the following proposal: To fix the number of directors at six and to elect six members of the Board of Directors. Nominees for Director were: (a) Michael T. Eckhart, (b) A. John Gale, (c) Udo Henseler, (d) Roger G. Little, (e) Roger W. Redmond, (f) John A. Tarello. Shares Shares Voting Against Shares Broker Proposal Voting For or Authority Withheld Abstaining Non-Votes ------------------- ------------- ----------------------- ------------ ----------- Michael T. Eckhart 2,951,499 60,625 0 231,642 A. John Gale 2,951,499 60,625 0 231,642 Udo Henseler 2,951,499 60,625 0 231,642 Roger G. Little 2,951,499 60,625 0 231,642 Roger W. Redmond 2,951,499 60,625 0 231,642 John A. Tarello 2,951,254 60,870 0 231,642 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- A. The following exhibits are filed herewith: 27 Financial Data Schedule B. During the quarter ended June 30, 1999, the Company filed no reports on Form 8-K. 12 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SPIRE CORPORATION (Registrant) 13 August 1999 By: /s/ Roger G. Little - --------------- ------------------------------------------------- Date Roger G. Little President, Chief Executive Officer and Chairman of the Board 13 August 1999 By: /s/ Richard S. Gregorio - --------------- ------------------------------------------------- Date Richard S. Gregorio Vice President and Chief Financial Officer, Treasurer, Clerk and Principal Accounting Officer 13