<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
--- SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 28, 1996
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 0-22114
ASYST TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 94-2942251
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer identification No.)
</TABLE>
48761 KATO ROAD, FREMONT, CALIFORNIA 94538
(Address of principal executive offices)
(510) 661-5000
(Registrant's telephone number, including area code)
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
--- ---
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE,
OUTSTANDING AS OF OCTOBER 28, 1996 WAS 5,088,065.
<PAGE> 2
ASYST TECHNOLOGIES, INC.
INDEX
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<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
September 28, 1996 and March 31, 1996 1
Condensed Consolidated Statements of Income --
Three Months Ended September 28, 1996 and
September 30, 1995 and Six Months Ended 2
September 28, 1996 and September 30, 1995
Condensed Consolidated Statements of Cash Flows -- 3
Six Months Ended September 28, 1996 and
September 30, 1995
Notes to Condensed Consolidated Financial
Statements 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-7
Part II. Other Information 8-11
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signature
</TABLE>
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 28, March 31,
1996 1996
---- ----
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash investments $ 11,264 $12,421
Short-term investments 1,000 2,005
Accounts receivable, net 36,841 33,591
Inventories 32,047 27,124
Prepaid expenses and other current assets 5,979 8,030
-------- -------
Total current assets 87,131 83,171
Property and equipment, net 13,037 12,206
Licenses and patents, net 1,141 986
Other assets 596 125
-------- -------
$101,905 $96,488
======== =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 16,959 $13,484
Accrued liabilities 7,851 5,743
Customer deposits 4,248 11,387
Income taxes payable 2,294 1,784
-------- -------
Total current liabilities 31,352 32,398
-------- -------
Shareholders' equity:
Common stock 63,686 62,774
Retained earnings 6,867 1,316
-------- -------
Total shareholders' equity 70,553 64,090
-------- -------
$101,905 $96,488
======== =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE> 4
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED: IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
Sept. 28, Sept. 30, Sept. 28, Sept.30,
--------- --------- --------- --------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $40,587 $27,900 $82,879 $47,231
Cost of sales 25,318 16,020 51,204 25,101
------- ------- ------- -------
Gross margin 15,269 11,880 31,675 22,130
Operating expenses
Research and development 2,851 2,354 6,716 4,070
Selling, general and administrative 8,935 5,325 16,578 10,756
------- ------- ------- -------
Total operating expenses 11,786 7,679 23,294 14,826
------- ------- ------- -------
Operating income 3,483 4,201 8,381 7,304
Other income, net 169 221 311 637
------- ------- ------- -------
Income before income taxes 3,652 4,422 8,692 7,941
Provision for income taxes 1,239 1,769 3,141 3,178
------- ------- ------- -------
Net income $ 2,413 $ 2,653 $ 5,551 $ 4,763
======= ======= ======= =======
Net income per share $ 0.47 $ 0.50 $ 1.07 $ 0.90
======= ======= ======= =======
Weighted average common and
equivalent shares outstanding 5,166 5,294 5,181 5,281
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-2-
<PAGE> 5
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED: IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
----------------
Sept. 28, Sept. 30,
--------- ---------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 5,551 $ 4,763
Adjustments to reconcile net income to net cash provided by (used for)
operating activities -
Depreciation and amortization expense 1,837 710
Provision for sales returns and doubtful accounts (235) 300
Changes in assets -
Accounts receivable (3,015) (17,211)
Inventories (4,923) (15,198)
Prepaid expenses and other current assets 2,051 (4,269)
Changes in liabilities -
Accounts payable 3,475 (1,050)
Accrued liabilities 2,108 3,200
Income taxes payable 510 2,926
Customer deposits (7,139) 4,901
-------- --------
Net cash provided by (used for) operating activities 220 (20,928)
CASH FLOWS FROM INVESTING ACTIVITIES
Sale (purchase) of short-term investments 1,005 (1,514)
Purchase of property, plant and equipment (2,668) (6,396)
Increase in other assets (626) (379)
-------- --------
Net cash used for investing activities (2,289) (8,289)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock, net 912 739
-------- --------
Net cash provided by financing activities 912 739
-------- --------
DECREASE IN CASH AND CASH INVESTMENTS (1,157) (28,478)
CASH AND CASH INVESTMENTS AT BEGINNING OF PERIOD 12,421 34,439
-------- --------
CASH AND CASH INVESTMENTS AT END OF PERIOD $ 11,264 $ 5,961
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
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<PAGE> 6
ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of Asyst
Technologies, Inc. (the Company) a California corporation and its wholly-owned
subsidiaries. Significant inter-company accounts and transactions have been
eliminated.
While the financial information furnished is unaudited, the financial statements
included in this report reflect all adjustments (consisting only of normal
recurring adjustments) which the Company considers necessary for fair
presentation of the results of operation for the interim periods covered and of
the financial condition of the Company at the date of the interim balance sheet.
The results for interim periods are not necessarily indicative of the results
for the entire year. The condensed consolidated financial statements should be
read in connection with the Asyst Technologies, Inc. financial statements for
the year ended March 31, 1996 included in its Form 10-K.
CASH AND INVESTMENTS
For purposes of the consolidated statements of cash flows, the Company considers
all highly liquid debt instruments purchased with a maturity of three months or
less to be cash investments.
INVENTORIES
Inventories are stated at the lower of cost or market and include materials,
labor and manufacturing overhead costs. Inventories consist of (in thousands):
<TABLE>
<CAPTION>
September 28, 1996 March 31, 1996
------------------ --------------
<S> <C> <C>
Raw material $24,373 $15,283
Work-in-process and finished goods 7,674 11,841
------- -------
$32,047 $27,124
======= =======
</TABLE>
NET INCOME PER SHARE
Net income per share has been computed using the weighted average number of
common and common equivalent shares outstanding. Common equivalent shares result
from the assumed exercise of stock options, when dilutive (using the treasury
stock method). Fully diluted earnings per share data have not been presented as
amounts would not differ materially from primary earnings per share data.
PROVISION FOR INCOME TAXES
Income tax expense for the three and six month periods ended September 28, 1996
and September 30, 1995 includes a provision for federal, state and foreign taxes
based upon the annual estimated effective tax rates applicable to the Company
and its subsidiaries for the year.
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<PAGE> 7
SUBSEQUENT EVENT
On September 20, 1996, the Company signed an Agreement and Plan of
Reorganization with Radiance Systems Incorporated (RSI), a developer and
supplier of software products to be used in the semiconductor manufacturing
industry, to acquire all of the outstanding stock of RSI in exchange for 129,740
shares of common stock of the Company. The acquisition will be accounted for in
the third quarter of fiscal 1997 using the purchase method of accounting,
resulting in an estimated purchase price of approximately $2.8 million. As a
part of the allocation of the purchase price, the Company anticipates allocating
approximately $1 million to in process research and development which will
result in an expense at the closing date.
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and those contained in the Company's
Form 10-K for the year ended March 31, 1996.
RESULTS OF OPERATIONS
Net sales. Net sales increased from $27.9 million for the three months ended
September 30, 1995, to $40.6 million for the three months ended September 28,
1996. Net sales for the six months ended September 28, 1996 were $82.9 million
which represents a 75.5 percent increase over the same period in the prior year.
The increase in the three month and six month periods are due to the sales of
the Load Port Products (LPP) which were introduced during the second half of the
fiscal year ended March 31, 1996 and a general increase across the product
lines. These increases were partially offset by a shift in the mix of products
sold from the 150mm SMIF products toward Indexers, LPP and SMART-Traveler System
products which carry lower margins. International sales for the Company
increased from $13.2 million, or 47.3 percent of net sales during three months
ended September 30, 1995 to $24.5 million, or 60.3 percent of net sales during
the three months ended September 28, 1996. The Company's international sales
increased from $21.3 million or 45.1 percent of net sales during the six months
ended September 30, 1995 to $51.3 million or 61.9 percent of net sales during
the six month period ended September 28, 1996. Although to date the Company's
results of operations have not been adversely affected by currency exchange
rates because the Company has invoiced substantially all of its international
sales in United States dollars, there can be no assurance that the Company's
results of operations will not be adversely affected by such fluctuations in the
future.
Gross Margin. Gross margin decreased from 42.6 percent for the three months
ended September 30, 1995 to 37.6 percent for the three months ended September
28, 1996. Gross margin during the six months ended September 28, 1996 decreased
to 38.2 percent from 46.9 percent during the six months ended September 30,
1995. The decreases were due to degradation in margins on Asyst Automation
products due to a higher percentage of lower margin third party supplied
conveyor system and shifts in SMIF and minienvironment product mix to lower
margin products. The Company expects that its gross margin percentage may
fluctuate over the next few quarters as product mix varies. While it is the goal
of the Company to improve gross margins as a percentage of net sales in the
future through reduction of manufacturing costs and other inefficiencies in the
Company's distribution system and product cost reduction through redesign, there
can be no assurance that such improved margins can be realized through such
efforts or that margins may not be negatively affected by other factors such as
those contained in the Company's Form 10-K for the year end March 31, 1996.
Research and development. Research and development expenses increased from $2.4
million or 8.4 percent of net sales during the three months ended September 30,
1995 to $2.9 million or 7.0 percent of net sales during the three months ended
September 28, 1996. Research and development expenses increased from $4.1
million or 8.6 percent of net sales during the six months ended September 30,
1995 to $6.7 million or 8.1 percent of net sales during the six months ended
September 28, 1996. These increases are primarily due to increases in staffing
and personnel related expenses and other costs driven by the Company's
commitment to develop new products and product enhancements. The Company expects
that its research and development costs will increase in future periods to
support its commitment to enhancing
-6-
<PAGE> 9
its current products and new product innovation, although that spending will
fluctuate as a percentage of net sales.
Selling, general and administrative. Selling, general and administrative
expenses increased from $5.3 million or 19.1 percent of net sales during the
three months ended September 30, 1995 to $8.9 million or 22.0 percent of net
sales during the three months ended September 28, 1996. The increase is
primarily due to an increase in staffing and personnel related expenses.
Selling, general, and administrative expenses increased from $10.8 million or
22.8 percent of net sales during the six months ended September 30, 1995 to
$16.6 million or 20.0 percent of net sales during the six months ended September
28 , 1996. Most of the increases resulted from the Company's continued expansion
of its sales, general and administrative efforts, including the hiring of
additional personnel, in order to support the growth of the Company. The Company
expects that selling, general and administrative spending will increase in
future periods to support the future growth of the Company, although that
spending may vary as a percentage of net sales.
Other income, net. Other income, net, decreased from $221,000 during the three
months ended September 30, 1995 to $169,000 during the three months ended
September 28, 1996. Other income, net decreased from $637,000 during the six
months ended September 30, 1995 to $311,000 during the six months ended
September 28, 1996. The decreases are primarily due to a decrease in interest
income earned on lower average cash and short-term investments available during
the six months ended September 28, 1996.
Provision for income taxes. The Company's effective income tax rate decreased
from 40.0 percent for the three month period ended September 30, 1995 to 33.9
percent during the three month period ended September 28, 1996. The Company's
effective tax rate decreased from 40.8 percent during the six month period ended
September 30, 1995 to 36.1 percent during the six month period ended September
28, 1996. The lower rate in fiscal year 1996 was primarily due to increases in
the percentage impact of certain tax benefits such as the Foreign Sales
Corporation (FSC), and other tax exempt income.
LIQUIDITY AND CAPITAL RESOURCES
As of September 28, 1996, the Company had approximately $12.3 million in cash,
cash investments and short-term investments and approximately $55.8 million of
working capital. In addition, under a working capital line of credit agreement
with a bank, the Company can borrow up to $20.0 million conditioned upon meeting
certain financial covenants, including maintaining specific levels of quarterly
and annual earnings, working capital, tangible net worth and liquidity. Interest
is at the bank's prime rate. As of September 28, 1996, the Company had
outstanding letters of credit totaling $4.4 million.
Although the Company cannot anticipate with certainty the effect of inflation on
its operations, to date inflation has not had a material impact on the Company's
net sales or results of operations.
The nature of the semiconductor industry, combined with the current economic
environment, makes it very difficult for the Company to predict future liquidity
requirements with certainty. However, the Company believes that existing cash
and short-term investments will be adequate to finance continuing operations,
investments in property and equipment, inventories and expenditures for the
development of new products, at least through fiscal 1997.
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<PAGE> 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not party to any legal proceedings which
would have a material impact on the Company, it's operations
or financial results.
Item 2. Changes in Securities
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Asyst Technologies, Inc. was held on
September 30, 1996 for the purposes of (1) electing four people to the Company's
Board of Directors to serve a one-year term expiring on the date of the
Company's 1997 annual meeting of shareholders, (2) approving an amendment of the
Company's 1993 Stock Option Plan to increase the number of authorized shares for
issuance under such plan from a total of 750,000 shares to 1,050,000 shares, (3)
approving an amendment of the Company's 1993 Employee Stock Purchase Plan to
increase the number of shares authorized for issuance under the plan from
125,000 shares to 250,000 shares, (4) approving an amendment to the 1993
Non-Employee Directors' Stock Option Plan to increase the number of shares
underlying options granted annually from 1,250 shares to 3,000 shares, (5)
ratifying the selection of Arthur Andersen LLP as the Company's independent
auditors for the fiscal year ending March 31, 1997. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as
amended, and there was no solicitation in opposition to management's
solicitations.
Mihir Parikh was elected to the board of directors for a one-year term with
4,292,754 votes for and 94,251 votes withheld.
Tsuyoshi Kawanishi was elected to the board of directors for a one-year term
with 4,294,763 votes for and 92,242 votes withheld.
William E. Reed was elected to the board of directors for a one-year term with
4,296,283 votes for and 90,722 votes withheld.
James E. Springgate was elected to the board of directors for a one-year term
with 4,295,715 votes for and 91,290 votes withheld.
Walter W. Wilson was elected to the board of directors for a one-year term with
4,296,283 votes for and 90,722 votes withheld.
The adoption of the amendment of the Company's 1993 Stock Option Plan to
increase the number of shares authorized for issuance under the plan by 300,000
shares to a total of 1,050,000 shares authorized was approved by the following
votes:
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<PAGE> 11
<TABLE>
<CAPTION>
Broker
"FOR" "AGAINST" "ABSTAIN" Nonvotes
----- --------- --------- --------
<S> <C> <C> <C> <C>
2,572,937 688,017 18,103 1,107,948
</TABLE>
The adoption of the amendment of the Company's 1993 Employee Stock Purchase Plan
to increase the number of shares authorized for issuance under the plan from
125,000 shares to a total of 250,000 shares was approved by the following votes:
<TABLE>
<CAPTION>
Broker
"FOR" "AGAINST" "ABSTAIN" Nonvotes
----- --------- --------- --------
<S> <C> <C> <C> <C>
3,051,479 301,174 7,615 1,026,737
</TABLE>
The adoption of the amendment of the Company's 1993 Non-Employee Directors'
Stock Option Plan to increase the number of shares underlying options granted
annually from 1,250 shares to 3,000 share was approved by the following votes:
<TABLE>
<CAPTION>
"FOR" "AGAINST" "ABSTAIN"
----- --------- ---------
<S> <C> <C> <C>
4,066,071 313,579 7,355
</TABLE>
The selection of Arthur Andersen LLP as the Company's independent auditors for
the fiscal year ending March 31, 1997 was ratified by the following vote:
<TABLE>
<CAPTION>
"FOR" "AGAINST" "ABSTAIN"
----- --------- ---------
<S> <C> <C> <C>
4,355,187 23,717 8,101
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 27 Financial Data Schedule
(b) Reports on Form 8K - None
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<PAGE> 12
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.
ASYST TECHNOLOGIES, INC.
Date: November 11, 1996 By: /s/ Douglas J. McCutcheon
---------------------- ----------------------------
Douglas J. McCutcheon
Senior Vice President
Chief Financial Officer
Signing on behalf of the
registrant and as chief
accounting officer
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<PAGE> 13
EXHIBIT INDEX
Exhibit Description
- - ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 28, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-END> DEC-31-1996
<CASH> 11,264
<SECURITIES> 1,000
<RECEIVABLES> 41,689
<ALLOWANCES> 4,848
<INVENTORY> 32,047
<CURRENT-ASSETS> 87,131
<PP&E> 21,676
<DEPRECIATION> 8,639
<TOTAL-ASSETS> 101,905
<CURRENT-LIABILITIES> 31,352
<BONDS> 0
0
0
<COMMON> 63,686
<OTHER-SE> 6,867
<TOTAL-LIABILITY-AND-EQUITY> 101,905
<SALES> 82,879
<TOTAL-REVENUES> 82,879
<CGS> 51,204
<TOTAL-COSTS> 51,204
<OTHER-EXPENSES> 23,294
<LOSS-PROVISION> (235)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,692
<INCOME-TAX> 3,141
<INCOME-CONTINUING> 5,551
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,551
<EPS-PRIMARY> 1.07
<EPS-DILUTED> 1.07
</TABLE>
