HELIX TECHNOLOGY CORP
10-Q, 2000-11-08
SPECIAL INDUSTRY MACHINERY, NEC
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                           ---------------------------

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                    For the Quarter Ended September 29, 2000.

                                       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 0-6866

                          HELIX TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


             Delaware                                    04-2423640
     (State of incorporation)                 (IRS Employer Identification No.)

     Mansfield Corporate Center
        Nine Hampshire Street
      Mansfield, Massachusetts                           02048-9171
(Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (508) 337-5111

                         -------------------------------


Indicate by checkmark  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 ninety days.

                                   Yes [X] No [ ]

The number of shares outstanding of the registrant's Common Stock, $1 par value,
as of September 29, 2000 was 22,536,704.


<PAGE>



                          HELIX TECHNOLOGY CORPORATION

                                    Form 10-Q

                                      INDEX

                                                                           Page

Part I.    FINANCIAL INFORMATION

  Item 1.         Consolidated Financial Statements

  Consolidated Balance Sheets as of September 29, 2000 and
         December 31, 1999....................................................3

  Consolidated Statements of Operations for the Three and Nine-Month
         Periods Ended September 29, 2000 and October 1, 1999.................4

  Consolidated Statements of Cash Flows for the Nine-Month
         Periods Ended September 29, 2000 and October 1, 1999.................5

  Notes to Consolidated Financial Statements................................6-9

  Item 2.     Management's Discussion and Analysis of
              Financial Condition and Results of Operations...............10-11

  Item 3.     Quantitative and Qualitative Disclosures about Market
              Risk ..........................................................12


Part II.   OTHER INFORMATION

  Item 1.     Legal Proceedings..............................................13

  Item 6 (a). Exhibits.......................................................13

  Item 6 (b). Reports on Form 8-K............................................13

  Signature..................................................................14


<PAGE>
<TABLE>


                          HELIX TECHNOLOGY CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<CAPTION>
------------------------------------------------------------------------------------------
                                                        Sept. 29, 2000       Dec. 31, 1999
(in thousands except per share data)                      (unaudited)          (audited)
------------------------------------------------------------------------------------------
ASSETS
Current:

<S>                                                        <C>                 <C>
Cash and cash equivalents                                  $ 11,936            $ 11,408
Investments (Note 2)                                         16,443              15,912
Receivables - net of allowances                              38,661              19,479
Inventories  (Note 3)                                        24,340              18,442
Deferred income taxes (Note 4)                                7,040               7,040
Other current assets                                          2,021               1,626
------------------------------------------------------------------------------------------
Total Current Assets                                        100,441              73,907
------------------------------------------------------------------------------------------
Property, plant and equipment at cost                        47,482              38,724
    Less:  accumulated depreciation                         (30,363)            (28,093)
------------------------------------------------------------------------------------------
Net property, plant and equipment                            17,119              10,631
Other assets                                                 11,417               9,117
------------------------------------------------------------------------------------------
TOTAL ASSETS                                               $128,977            $ 93,655
==========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
Accounts payable                                           $ 15,131            $  8,490
Payroll and compensation                                      2,873               4,768
Retirement costs                                              5,260               4,561
Income taxes (Note 4)                                        10,524               3,238
Other accrued liabilities                                       979                 975
------------------------------------------------------------------------------------------
Total Current Liabilities                                    34,767              22,032
------------------------------------------------------------------------------------------
Commitments and contingencies                                     -                   -
Stockholders' Equity:
Preferred stock, $1 par value; authorized
  2,000,000 shares; issued and outstanding: none                  -                   -
Common stock, $1 par value; authorized 60,000,000
  shares; issued and outstanding:  22,536,704 in 2000
  and 22,375,631 in 1999                                     22,537              22,376
Capital in excess of par value                                9,203               9,314
Treasury stock, $1 par value (7,670 shares in 2000 and
  11,602 shares in 1999)                                       (463)               (198)
Retained earnings                                            62,157              39,063
Accumulated other comprehensive income (Note 6)                 776               1,068
------------------------------------------------------------------------------------------
Total Stockholders' Equity                                   94,210              71,623
------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $128,977            $ 93,655
==========================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     Page 3
<PAGE>
<TABLE>

                          HELIX TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (unaudited)
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                    Three Months Ended                 Nine Months Ended
                                                  Sept. 29,      Oct. 1,            Sept. 29,      Oct. 1,
(in thousands except per share data)                2000          1999                2000          1999
----------------------------------------------------------------------------------------------------------

<S>                                                <C>           <C>                <C>            <C>
Net sales                                          $69,913       $39,036            $178,488       $97,469
----------------------------------------------------------------------------------------------------------

Costs and expenses:
   Cost of sales                                    36,495        21,431              93,301        54,921
   Research and development                          4,182         2,481              11,391         7,100
   Selling, general and administrative              11,182         8,614              31,427        23,368
----------------------------------------------------------------------------------------------------------
                                                    51,859        32,526             136,119        85,389
----------------------------------------------------------------------------------------------------------
Operating income                                    18,054         6,510              42,369        12,080

Joint venture income                                 1,322           440               2,920           788
Interest and other income                              396           192                 933           620
----------------------------------------------------------------------------------------------------------
Income before taxes                                 19,772         7,142              46,222        13,488
Income taxes (Note 4)                                6,294         2,357              15,022         4,451
----------------------------------------------------------------------------------------------------------
Net income                                         $13,478       $ 4,785            $ 31,200       $ 9,037
==========================================================================================================
Net income per share:
   Basic (Note 5)                                  $  0.60       $  0.21            $   1.39       $  0.40
   Diluted (Note 5)                                $  0.59       $  0.21            $   1.37       $  0.40
==========================================================================================================

Number of shares used in per share calculations:
   Basic (Note 5)                                   22,525        22,344              22,487        22,323
   Diluted (Note 5)                                 22,725        22,673              22,807        22,553
==========================================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     Page 4
<PAGE>
<TABLE>

                          HELIX TECHNOLOGY CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)

<CAPTION>
--------------------------------------------------------------------------------------------
                                                                      Nine Months Ended
(in thousands)                                                 Sept. 29, 2000   Oct. 1, 1999
--------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                               <C>            <C>
     Net income                                                   $ 31,200       $  9,037
     Adjustments to reconcile net income to net
       cash provided by operating activities:
     Depreciation                                                    2,996          3,082
     Other                                                          (1,966)           306
     Net change in operating assets and liabilities (A)             (9,671)        (6,967)
--------------------------------------------------------------------------------------------
Net cash provided by operating activities                           22,559          5,458
--------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Capital expenditures                                           (9,484)        (3,007)
     Purchase of investments                                       (36,547)       (18,237)
     Sale of investments                                            36,047         20,565
--------------------------------------------------------------------------------------------
Net cash (used) by investing activities                             (9,984)          (679)
--------------------------------------------------------------------------------------------

Cash flows from financing activities:
     Shares tendered for exercise of stock options                  (5,181)             -
     Net cash provided by employee stock plans                       1,240            337
     Cash dividends paid                                            (8,106)        (8,027)
--------------------------------------------------------------------------------------------
Net cash (used) by financing activities                            (12,047)        (7,690)
--------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents                       528         (2,911)
Cash and cash equivalents, at the beginning of the period           11,408          8,843
--------------------------------------------------------------------------------------------
Cash and cash equivalents, at the end of the period               $ 11,936       $  5,932
============================================================================================

(A) Change in operating assets and liabilities:
       (Increase) in accounts receivable                          $(19,182)      $(10,263)
       (Increase) in inventories                                    (5,898)        (2,035)
       (Increase) in other current assets                             (395)          (727)
       Increase in accounts payable                                  6,641          3,328
       Increase in other accrued expenses                            9,163          2,730
--------------------------------------------------------------------------------------------
       Net change in operating assets and liabilities             $ (9,671)      $ (6,967)
============================================================================================

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                     Page 5



<PAGE>



                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Basis of Presentation
------------------------------

In  the  opinion  of  the  Company,  the  accompanying   consolidated  financial
statements  for the  periods  ended  September  29,  2000,  and October 1, 1999,
contain  all  adjustments  (consisting  only of  normal  recurring  adjustments)
necessary to present fairly the financial position as of September 29, 2000, and
December 31, 1999,  and the results of operations and cash flows for the periods
ended September 29, 2000, and October 1, 1999.

The results of operations  for the nine-month  period ended  September 29, 2000,
are not necessarily indicative of the results expected for the full year.

The consolidated  financial statements included herein have been prepared by the
Company,  without audit of the three and nine-month  periods ended September 29,
2000,  and  October  1,  1999,  pursuant  to the  rules and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles have been condensed or omitted pursuant to such
rules and  regulations,  although the Company  believes that the disclosures are
adequate  to present  fairly the  Company's  financial  position  and results of
operations.   These  consolidated   financial   statements  should  be  read  in
conjunction with the financial  statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.

Note 2 - Investments
--------------------

The Company had  investments of $16,443,000  and $15,912,000 as of September 29,
2000, and December 31, 1999,  respectively.  The investments  were classified as
"available-for-sale,"  and the  difference  between  the cost and fair  value of
these investments was immaterial and is included in other comprehensive income.

Note 3 - Inventories
--------------------

---------------------------------------------------------------
(in thousands)            Sept. 29, 2000          Dec. 31, 1999
---------------------------------------------------------------
Finished goods               $ 7,008                 $ 5,157
Work in process               11,541                   8,716
Materials and parts            5,791                   4,569
---------------------------------------------------------------
                             $24,340                 $18,442
===============================================================

Inventories  are stated at the lower of cost or market on a first-in,  first-out
basis.

                                     Page 6
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 4 - Income Taxes
---------------------

The net federal,  state and foreign income tax provisions  were  $15,022,000 for
the  nine-month  period  ended  September  29,  2000,  and  $4,451,000  for  the
nine-month  period ended October 1, 1999.  Tax credits are treated as reductions
of income tax  provisions  in the year in which the  credits are  realized.  The
Company does not provide for federal income taxes on the undistributed  earnings
of its wholly-owned foreign subsidiaries,  since these earnings are indefinitely
reinvested.

The effective income tax rate for the nine-month period ended September 29, 2000
was 32.5%, and for the nine-month period ended October 1, 1999 was 33%.

The major  components of deferred tax assets are compensation and benefit plans,
inventory  valuation and  depreciation.  Based on past  experience,  the Company
expects that the future taxable income will be sufficient for the realization of
the deferred tax assets. The Company believes that a valuation  allowance is not
required.

Note 5 - Net Income Per Share
-----------------------------

Basic net income per common  share is based on the  weighted  average  number of
common shares outstanding during the period. Diluted net income per common share
reflects the potential  dilution that could occur if  outstanding  stock options
were exercised.

The following  table sets forth the  computation of basic and diluted net income
per common share:
<TABLE>

<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                     Three Months Ended                Nine Months Ended
(in thousands except per share data)         Sept. 29, 2000     Oct. 1, 1999   Sept. 29, 2000     Oct. 1, 1999
--------------------------------------------------------------------------------------------------------------

<S>                                              <C>               <C>             <C>               <C>
Net income                                       $13,478           $ 4,785         $31,200           $ 9,037
==============================================================================================================

Basic shares                                      22,525            22,344          22,487            22,323

Add:    Common equivalent shares (1)                 200               329             320               230
--------------------------------------------------------------------------------------------------------------
Diluted shares                                    22,725            22,673          22,807            22,553
==============================================================================================================

Basic net income per share                       $  0.60           $  0.21         $  1.39           $  0.40
==============================================================================================================

Diluted net income per share                     $  0.59           $  0.21         $  1.37           $  0.40
==============================================================================================================

(1)  Common  equivalent  shares represent shares issuable upon exercise of stock
     options (using the treasury  stock method).  The Company had 35,000 options
     outstanding  not  included  in the  computation  of  diluted  shares  as of
     September  29, 2000,  because the option price was greater than the average
     market price of the common  shares,  and the inclusion of such shares would
     be  anti-dilutive.  As of October 1, 1999, the Company had no stock options
     that were anti-dilutive.
</TABLE>

                                     Page 7
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 6 - Other Comprehensive Income
-----------------------------------

SFAS 130 requires  unrealized  gains or losses on the Company's  investments and
foreign currency translation adjustments,  which prior to adoption were reported
separately in stockholders' equity to be included in other comprehensive income.

<TABLE>

<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                        Three Months Ended               Nine Months Ended
(in thousands)                                    Sept. 29, 2000  Oct. 1, 1999   Sept. 29, 2000   Oct. 1, 1999
--------------------------------------------------------------------------------------------------------------

<S>                                                   <C>          <C>               <C>            <C>
Net income                                            $13,478      $4,785            $31,200        $9,037
--------------------------------------------------------------------------------------------------------------

Other comprehensive income (loss) before tax:
   Foreign currency translation adjustment                 21         403               (218)        1,094
   Unrealized gain (loss) on available-for-sale
     investment                                             5           9                 31           (53)
--------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), before tax              26         412               (187)        1,041
Income tax related to items of other
   comprehensive income (loss)                            (37)        (15)              (105)         (309)
--------------------------------------------------------------------------------------------------------------
Other comprehensive (loss) income, net of tax             (11)        397               (292)          732
--------------------------------------------------------------------------------------------------------------
Comprehensive income                                  $13,467      $5,182            $30,908        $9,769
==============================================================================================================
</TABLE>


Note 7 - New Accounting Pronouncements
--------------------------------------

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 (SFAS 133),  "Accounting for Derivative
Instruments and Hedging Activities." This statement  establishes  accounting and
reporting  standards  for  derivative  instruments,  including  some  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging  activities.  The Company  will adopt SFAS 133 in
2001, in accordance  with SFAS 137,  which  deferred the effective  date of SFAS
133.  The  adoption of this  standard in 2001 is not expected to have a material
impact on the Company's consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue  Recognition in Financial  Statements." SAB
101  summarizes  the staff's  view in  applying  generally  accepted  accounting
principles  to selected  revenue  recognition  issues.  The  application  of the
guidance in SAB 101 will be required in the  Company's  fourth  quarter of 2000.
The Company is evaluating the  application of SAB 101 and has not determined the
impact on the Company's consolidated financial statements.

                                     Page 8

<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                                     PART I

Item 2.    Management's Discussion and Analysis of Financial Condition and
Results of Operations
--------------------------------------------------------------------------------


Results of Operations
---------------------

Net sales for the three months ended  September 29, 2000,  (the "2000  Quarter")
were $69.9 million compared with net sales for the three months ended October 1,
1999, (the "1999 Quarter") of $39.0 million, an increase of 79.2%. Net sales for
the nine months  ended  September  29,  2000,  (the "2000  Period")  were $178.5
million,  an increase  of 83.1%,  from $97.5  million for the nine months  ended
October 1, 1999 (the "1999 Period").  The Company  continued to benefit from the
significant increase in demand for semiconductor capital equipment.

The gross profit  percentage  for the 2000 Quarter was 47.8% compared with 45.1%
for the 1999 Quarter.  The gross profit percentage for the 2000 Period was 47.7%
compared  with 43.7% for the 1999 Period.  The  improvement  in gross margin was
primarily  attributable to increased sales volume, offset by costs relating to a
new  manufacturing  and engineering  center in Colorado,  a new customer support
center in Taiwan, and expansion of our Japanese customer support center.

Research and  development  expenses were $4.2 million for the 2000  Quarter,  or
6.0% of net sales,  compared to $2.5 million, or 6.4% of net sales, for the 1999
Quarter.  Spending was $11.4 million,  or 6.4% of net sales for the 2000 Period,
compared to $7.1 million, or 7.3% of net sales, for the 1999 Period. The Company
increased its spending on projects to support 300 mm products,  GOLDLink support
services and ongoing improvements to its core products.

Total selling,  general and administrative expenses increased by $2.6 million in
the 2000  Quarter  and $8.1  million  in the 2000  Period  compared  to the 1999
Quarter  and the  1999  Period,  respectively.  The  increase  in  spending  was
primarily  attributable to expenditures  to support  increased sales  activities
worldwide,  the aforementioned  locations in Colorado,  Taiwan and Japan and our
GOLDLink global support initiative.

Operating  income  increased $11.5 million and $30.3 million in the 2000 Quarter
and the 2000 Period,  respectively,  compared with the 1999 Quarter and the 1999
Period,  respectively.  The primary  reasons for the  increase   were higher net
sales and spending growth that was lower than sales growth.

For the 2000 Quarter,  the Company had pretax income of $19.8 million  resulting
in a tax  provision of $6.3 million  compared to a pretax income of $7.1 million
and a tax provision of $2.4 million for the 1999  Quarter.  For the 2000 Period,
the Company had pretax  income of $46.2  million  and a tax  provision  of $15.0
million  compared to pretax  income of $13.5 million and a tax provision of $4.5
million  for the 1999  Period.  The  effective  tax rate for the 2000 Period was
32.5% and for the 1999 Period was 33.0%.

                                     Page 9


<PAGE>



                          HELIX TECHNOLOGY CORPORATION

                                     PART I


Item 2.    Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
--------------------------------------------------------------------------------


Liquidity and Capital Resources
-------------------------------

Cash  provided by  operating  activities  for the 2000 Period was $22.6  million
compared  with $5.5 million for the 1999 Period,  primarily due to increased net
income.

The  Company's  historical  annual  capital needs have been  approximately  $4.0
million to $5.0 million. However, in 2000 the Company has four major initiatives
that  are    expected    to   result  in    capital  spending   in   excess   of
approximately  $12.0  million.  These  initiatives  are:  consolidation  of  our
Colorado  operations  into a new 60,000 square foot leased  facility,  the first
phase  of  a  new  corporate  information  system,  a  GOLDLink  global  support
operations  center,  expansion of our Japanese  customer  support center and the
opening  of a sales and  service  location  in  Taiwan.  Cash used by  investing
activities was $10.0 million during the 2000 Period,  primarily due to increased
capital expenditures related to the above-mentioned projects.

Cash dividends paid to stockholders were $8.1 million during the 2000 Period and
$8.0 million during the 1999 Period.  The Company paid a quarterly  common stock
dividend of $0.12 per share.

The Company believes that existing cash, cash equivalents,  investment  balances
and  anticipated  cash flow from  operations will be adequate to fund operations
and its capital expenditure program for the foreseeable future. The Company also
has a $25 million unsecured bank line of credit.

New Accounting Pronouncements
-----------------------------

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 (SFAS 133),  "Accounting for Derivative
Instruments and Hedging Activities." This statement  establishes  accounting and
reporting  standards  for  derivative  instruments,  including  some  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging  activities.  The Company  will adopt SFAS 133 in
2001, in accordance  with SFAS 137,  which  deferred the effective  date of SFAS
133.  The  adoption of this  standard in 2001 is not expected to have a material
impact on the Company's consolidated financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue  Recognition in Financial  Statements." SAB
101  summarizes  the staff's  view in  applying  generally  accepted  accounting
principles  to selected  revenue  recognition  issues.  The  application  of the
guidance in SAB 101 will be required in the  Company's  fourth  quarter of 2000.
The Company is evaluating the  application of SAB 101 and has not determined the
impact on the Company's consolidated financial statements.

                                     Page 10
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                                     PART I

Item 2.    Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
--------------------------------------------------------------------------------


Certain Factors That May Affect Future Results
----------------------------------------------

From time to time,  information provided by the Company,  statements made by its
employees  or  information  included  in its  filings  with the  Securities  and
Exchange  Commission may contain  statements  that are not historical  facts but
that are  "forward-looking  statements"  involving risks and  uncertainties.  In
particular,  statements in  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations"  relating to the Company's shipment levels,
results  of  operations,  sufficiency  of capital to meet  working  capital  and
capital expenditure  requirements may be forward-looking  statements.  The words
"expect,"  "anticipate,"  "plan,"  "believe,"  "seek,"  "estimate"  and  similar
expressions  are  intended to identify  such  forward-looking  statements.  Such
statements are not guarantees of future  performance  and involve certain risks,
uncertainties  and assumptions  that could cause the Company's future results to
differ materially from those expressed in any forward-looking statements made by
or on behalf of the Company.  Many such factors are beyond the Company's ability
to control or predict.  Readers  are  accordingly  cautioned  not to place undue
reliance on  forward-looking  statements.  The Company  disclaims  any intent or
obligation  to  update  publicly  any  forward-looking  statements,  whether  in
response to new  information  or future events or otherwise.  Important  factors
that may cause the Company's actual results to differ from such  forward-looking
statements include, but are not limited to, the factors discussed below.

The Company's  business  depends in large part upon the capital  expenditures of
semiconductor  manufacturers,   which,  in  turn,  depend  on  the  current  and
anticipated  market  demand  for  integrated  circuits  and  products  utilizing
integrated  circuits.  The  semiconductor  industry is highly  cyclical  and has
historically  experienced periodic downturns,  which generally have had a severe
effect on the  semiconductor  industry's  demand for capital  equipment and have
adversely  affected  the  Company's  results  of  operations.  There  can  be no
assurance that developments in the  semiconductor  industry or the semiconductor
equipment  industry  will  occur at the rate or in the  manner  expected  by the
Company.

In addition to the cyclical nature of the  semiconductor  industry,  the Company
faces  the  following  risks  and  uncertainties   among  others:  the  need  to
continuously develop, manufacture and gain customers' acceptance of new products
and  product  enhancements;  dependence  on a limited  number of  customers  and
concentration  of sales to one or a few  customers;  the  Company's  ability  to
attract and retain certain key personnel;  the ability of the Company to protect
its technology assets by obtaining and enforcing patents; and dependence on sole
and limited source suppliers for certain  components and subassemblies  included
in the  Company's  products and systems.  As a result of the foregoing and other
factors,  the  Company  may  experience  material  fluctuations  in  its  future
operating  results on a quarterly or annual basis which could materially  affect
its business, financial position, results of operations and stock price.

                                     Page 11
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                                     PART I


Item 3.    Quantitative and Qualitative Disclosures about Market Risk
---------------------------------------------------------------------

There have been no significant  changes in the Company's  market risks since the
year ended December 31, 1999. For more information  please read the consolidated
financial  statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1999.

                                     Page 12
<PAGE>

                          HELIX TECHNOLOGY CORPORATION

                           PART II. OTHER INFORMATION

Item 1.       Legal Proceedings
-------------------------------

In the normal  course of  business,  the  Company  is  subject to various  legal
proceedings  and  claims.  The Company is a  defendant  in an action  brought by
Raytheon Company on November 10, 1998, in Massachusetts  Superior Court claiming
damages  from the sale of  allegedly  defective  components  by the  Company  to
Raytheon,  which the Company no longer sells.  The Company  believes that it has
meritorious  defenses to the claims and that, although the outcome of the action
cannot be predicted with certainty, the disposition of the claim should not have
a material effect on the financial position of the Company.

Item 6(a).    Exhibits
----------    --------

  4.1         Revolving Credit Agreement, dated July 18, 2000, by and between
              Helix Technology Corporation and Fleet National Bank.

 27.1         Financial Data Schedule (EDGAR version only).


Item 6(b).    Reports on Form 8-K
---------------------------------

The  Company  did not file any  Current  Reports on Form 8-K during the  quarter
ended September 29, 2000.

                                     Page 13
<PAGE>

                          HELIX TECHNOLOGY CORPORATION


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.

                                         HELIX TECHNOLOGY CORPORATION
                                                  (Registrant)




November 8, 2000                         By: /s/Michael El-Hillow
----------------                             ----------------------------
Date                                         Michael El-Hillow
                                             Senior Vice President
                                             Chief Financial Officer

                                     Page 14


<PAGE>


                          HELIX TECHNOLOGY CORPORATION

                                  EXHIBIT INDEX


Exhibit

  4.1         Revolving Credit Agreement

 27.1         Financial Data Schedule (EDGAR version only)



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