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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 JUNE 30, 1997
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)
CALIFORNIA 94-2942251
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
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
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THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE, OUTSTANDING
AS OF JULY 24, 1997 WAS 5,379,371.
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ASYST TECHNOLOGIES, INC.
INDEX
Part I. Financial Information Page No.
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Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
June 30, 1997 and March 31, 1997 2
Condensed Consolidated Statements of Operations --
Three Months Ended June 30, 1997 and
June 30, 1996 3
Condensed Consolidated Statements of Cash Flows --
Three Months Ended June 30, 1997 and
June 30, 1996 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II. Other Information 9
-----------------
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signatures 10
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1
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PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30, March 31,
1997 1997
----------- ---------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $15,028 $12,021
Accounts receivable, net 32,399 35,259
Inventories 22,777 18,609
Prepaid expenses and other current assets 11,384 12,626
Net current assets of discontinued operations 3,655 2,749
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Total current assets 85,243 81,264
Property and equipment, net 10,431 10,363
Other assets, net 2,330 2,452
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$98,004 $94,079
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $13,598 $13,392
Accrued liabilities 9,845 10,205
Customer deposits 2,033 2,968
Income taxes payable 3,673 2,510
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Total current liabilities 29,149 29,075
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Shareholders' equity:
Common stock 67,459 66,945
Retained earnings (accumulated deficit) 1,396 (1,941)
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Total shareholders' equity 68,855 65,004
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$98,004 $94,079
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
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ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited: In thousands, except per share amounts)
Three Months Ended
June 30,
---------------------
1997 1996
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Net sales $37,686 $33,148
Cost of sales 21,314 19,006
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Gross margin 16,372 14,142
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Operating expenses
Research and development 2,744 2,538
Selling, general and administrative 8,710 6,144
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Total operating expenses 11,454 8,682
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Operating income 4,918 5,460
Other income, net 297 139
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Income from continuing operations
before income taxes 5,215 5,599
Provision for income taxes 1,878 2,103
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Income from continuing operations 3,337 3,496
Discontinued Operations
Loss from operations of Asyst Automation, Inc.,
net of applicable income tax benefit -- (358)
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Net income $ 3,337 $ 3,138
======= =======
Weighted average of common and common share
equivalents used for the calculation of:
Primary earnings per share 5,533 5,196
Fully-diluted earnings per share 5,717 5,196
Primary earnings per share:
Income per share from continuing operations $ 0.60 $ 0.67
======= =======
Net income per common share $ 0.60 $ 0.60
======= =======
Fully-diluted earnings per share:
Net income per common share $ 0.58 $ 0.60
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited: In thousands)
Three Months Ended
June 30
--------------------
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,337 $ 3,138
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Loss from discontinued operations - 358
Change in net assets of discontinued operations (906) (6,057)
Depreciation and amortization expense 1,044 660
Changes in valuation allowances 1,361 -
Changes in current assets and liabilities:
Accounts receivable 2,210 1,047
Inventories (4,168) (4,964)
Prepaid expenses and other current assets 1,242 897
Accounts payable 206 2,789
Accrued liabilities (1,071) 3,808
Customer deposits (935) (1,574)
Income taxes payable 1,163 (991)
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Net cash provided by (used for)
operating activities 3,483 (889)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (1,048) (1,272)
Sale of short-term investments, net - 995
Increase (decrease) in other assets 58 (225)
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Net cash used for investing activities (990) (502)
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CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 514 34
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,007 (1,357)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,021 12,014
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $15,028 $10,657
======= =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
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ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited: In thousands)
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 the
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, 1997 included in its Form 10-K.
CASH AND CASH EQUIVALENTS
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 and cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost or market and include materials,
labor and manufacturing overhead costs. Inventories of continuing operations
consist of:
June 30, 1997 March 31, 1997
------------- --------------
Raw material $17,898 $16,302
Work-in-process and finished goods 4,879 2,307
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$22,777 $18,609
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NET INCOME PER SHARE
Net income per share has been computed using the weighted average number of
common stock and common equivalent shares outstanding. Common equivalent shares
result from the assumed exercise of stock options (when dilutive, using the
treasury stock method).
PROVISION FOR INCOME TAXES
Income tax expense for the three month periods ended June 30, 1997 and June 30,
1996 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.
5
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NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings Per Share" and SFAS No. 129, "Disclosure of Information about Capital
Structure." The requirements of both SFAS No. 128 and SFAS No. 129 will become
effective for the Company's year ending March 31, 1998. If SFAS No. 128 had been
applied by the Company, basic income per share would have been $.63 and $.63,
respectively, and diluted income per share of $.60 and $.60, respectively, for
the three month period ended June 30, 1997 and June 30, 1996. SFAS No. 129 will
not have a material impact on the Company's financial statement disclosures.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income," which establishes standards for reporting and
presentation of comprehensive income and its components. SFAS No. 130 will
become effective for the Company's year ending March 31, 1999. SFAS No. 130
will not have a material impact on the Company's results of operations.
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
establishes standards for disclosure of segment information. SFAS No. 131 will
become effective for the Company's year ending March 31, 1999. SFAS No. 131
will not have a material impact on the Company's financial statement
disclosures.
DISCONTINUED OPERATIONS
In January 1997, the Company adopted a formal plan to shutdown its subsidiary,
Asyst Automation, Inc., by the end of September 1997. The decision was based
upon the subsidiary's lack of ability to profitably manufacture and sell the
automation products that were acquired as part of the purchase of Proconics
International, Inc. in October 1994. Accordingly, Asyst Automation, Inc. is
accounted for as a discontinued operation in the accompanying financial
statements. The loss that was reported from discontinued operations for the
three months ended June 30, 1996 was $358 net of an income tax benefit of $201.
Net assets of the subsidiary at June 30, 1997 and March 31, 1997 consist
primarily of trade receivables, inventory and property, plant and equipment.
ACQUISITION OF RADIANCE SYSTEMS INCORPORATED
On November 15, 1996 the Company purchased Radiance Systems Incorporated (RSI),
a developer and supplier of software products to be used in the semiconductor
manufacturing industry, by acquiring all of the outstanding stock of RSI in
exchange for 129,740 shares of common stock of the Company. The total purchase
price was approximately $2.4 million and was accounted for using purchase
accounting in the quarter ended December 28, 1996.
In connection with the acquisition, the Company received an appraisal of the
intangible assets which indicated that approximately $1.3 million of the
acquired intangible assets consisted of in process research and development.
Because there can be no assurance that the Company will be able to successfully
complete the development of RSI products or that the acquired technology has any
alternative future use, the acquired in process research and development was
charged to expense in the quarter ended December 28, 1996. As a result of the
purchase price allocation, approximately $1.8 million (including $.6 million of
deferred tax liability) was assigned to intangible assets related to existing
product technology, the assembled workforce and excess of the purchase price
over net assets acquired. These intangible assets will be amortized over a
period up to three years. Management believes that the unamortized balance of
these assets is recoverable.
Comparative pro forma information reflecting the acquisition of RSI has not been
presented because the operations of RSI are not material to the Company's
consolidated financial statements.
6
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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, 1997.
RESULTS OF OPERATIONS
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Net sales. Net sales increased from $33.1 million for the three months ended
June 30, 1996, to $37.7 million for the three months ended June 30, 1997.
The increase in the three month period is due to the continuing strong sales of
the Load Port Products (LPP's) which represented 47.8 percent and 3.0 percent
for the three months ended June 30, 1997 and June 30, 1996, respectively.
International sales for the Company decreased from $26.8 million of net sales
during the three months ended June 30, 1996 to $24.0 million of net sales during
the three months ended June 30, 1997. International sales as a percentage of
total net sales increased from 63.0 percent of net sales for the three month
period ended June 30, 1996 to 63.8 percent of net sales for the three month
period ended June 30, 1997. 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 increased from 42.6 percent for the three months
ended June 30, 1996 to 43.4 percent for the three months ended June 30, 1997.
The increase resulted primarily from improved margins on the LPP's which
continued to progress through the manufacturing evolution from their earlier
developmental stages. The Company expects gross margins to fluctuate as
product mix varies and manufacturing processes for the newer products mature.
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
ended March 31, 1997.
Research and development. Research and development expenses increased from $2.5
million or 7.7 percent of net sales during the three months ended June 30, 1996
to $2.7 million or 7.3 percent of net sales during the three months ended June
30, 1997. The increase in research and development expense is 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 decrease in research and development expense as a percentage of sales is due
to the actual increase in spending versus the relative increase in sales for the
period. The Company expects that its research and development costs will
increase in future periods as a percentage of net sales to support its
commitment to current product enhancements and to the development of new and
innovative products. There can be no assurance that in the future the Company
will be able to maintain its commitment to research and development spending or
that its commitment to research and development spending will result in product
enhancements and/or new and innovative products.
7
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Selling, general and administrative. Selling, general and administrative
expenses increased from $6.1 million or 18.5 percent of net sales during the
three months ended June 30, 1996 to $8.7 million or 23.1 percent of net sales
during the three months ended June 30, 1997. The increase is primarily due to
additional staffing and personnel related expenses as well as an additional
provision for uncollectable accounts receivable related to a customer based in
Thailand. Increased staffing and personnel related expenses resulted from the
Company's continued expansion of its sales, general marketing and
administrative efforts, including the hiring of additional personnel, in order
to support the growth of the Company's installed base and current sales orders.
The Company expects that selling, general marketing and administrative
spending may increase in future periods to support the future growth of the
Company, although that spending will vary as a percentage of net sales.
Other income, net. Other income, net, increased from $.1 million during the
three months ended June 30, 1996 to $.3 million during the three months ended
June 30, 1997. The increase was a result of additional interest income earned
on higher average balances of cash and cash equivalents available during the
three months ended June 30, 1997 than for the same period in the prior year.
Provision for income taxes. The Company's effective income tax rate decreased
from 37.5 percent for the three month period ended June 30, 1996 to 36.0 percent
during the three month period ended June 30, 1997. The lower tax rate for the
three month period ended June 30, 1997, compared to the same period in the prior
year, is due primarily to the impact of additional income tax benefits such as
those derived from increasing activities in its foreign sales corporation and
other tax exempt income investments.
Discontinued operations. In the third quarter of fiscal year 1997, the Company
adopted a formal plan to close Asyst Automation, Inc., by September 30, 1997.
During the three month period ended June 30, 1997, there was no impact on the
Company's net income from discontinued operations. For the three month period
ended June 30, 1996, a loss from discontinued operations was reported in the
amount of $0.4 million, net of an income tax benefit of $0.2 million.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of June 30, 1997, the Company had approximately $15.0 million in cash and
cash equivalents and approximately $56.1 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. As of June
30, 1997, outstanding borrowings against the line of credit were none and the
Company was in compliance with all the covenants required by the bank. Interest
is at the bank's prime rate.
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 cash equivalents, cash generated from operations and existing sources of
working capital 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 1998.
8
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In October 1996, the Company filed a lawsuit in the United States
District Court for the Northern District of California against
Jenoptik A.G. ("Jenoptik"), Jenoptik-Infab, Inc. ("Infab"), a joint
venture comprised of Jenoptics, Emtrak, Inc. (Emtrak") and Empak,
Inc. ("Empak"), Emtrak and Empak alleging infringements of two
patents related to the Company's SMART - Traveler System. The Company
has amended its Complaint to allege cause of action for breach of
fiduciary duty against Jenoptik and Meissner & Wurst, GmbH and
misappropriation of trade secrets and unfair business practices
against all defendants. The Company's Complaint seeks damages and
injunctive relief against further infringement. All defendants have
counter-sued, seeking a judgment declaring the patents invalid,
unenforceable and not infringed. Jenoptik, Infab, and Emtrak have
also alleged that the Company has violated federal antitrust laws.
The Company has denied these allegations. While it is not possible to
predict accurately or to determine the eventual outcome of these
matters, the Company believes that the outcome of these legal
proceedings will not have a material adverse effect on the financial
position of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Financial Data Schedule
(b) Form 8-K
No reports on Form 8-K were filed during the period covered by
this report
9
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SIGNATURES
Pursuant to the requirements of the securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASYST TECHNOLOGIES, INC.
Date: August 6, 1997 By: /s/ Douglas J. McCutcheon
------------ ----------------------------
Douglas J. McCutcheon
Senior Vice President
Chief Financial Officer
Signing on behalf of the registrant
and as the principal accounting and
financial officer
10
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ASYST TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit
Number Description
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27 Financial Data Schedule
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 15,028
<SECURITIES> 0
<RECEIVABLES> 33,790
<ALLOWANCES> 1,391
<INVENTORY> 22,777
<CURRENT-ASSETS> 85,243
<PP&E> 18,145
<DEPRECIATION> 7,714
<TOTAL-ASSETS> 98,004
<CURRENT-LIABILITIES> 29,149
<BONDS> 0
0
0
<COMMON> 67,459
<OTHER-SE> 1,396
<TOTAL-LIABILITY-AND-EQUITY> 98,004
<SALES> 37,686
<TOTAL-REVENUES> 37,686
<CGS> 21,314
<TOTAL-COSTS> 21,314
<OTHER-EXPENSES> 11,454
<LOSS-PROVISION> 650
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,215
<INCOME-TAX> 1,878
<INCOME-CONTINUING> 3,337
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,337
<EPS-PRIMARY> .60
<EPS-DILUTED> .58
</TABLE>
