<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 DECEMBER 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)
CALIFORNIA 94-2942251
(State or other jurisdiction of (I.R.S. 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 ____
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE,
OUTSTANDING AS OF FEBRUARY 3, 1997 WAS 5,280,586.
<PAGE> 2
ASYST TECHNOLOGIES, INC.
INDEX
Part I. Financial Information Page No.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
December 28, 1996 and March 31, 1996 1
Condensed Consolidated Statements of Income --
Three Months Ended December 28, 1996 and
December 31, 1995 and Nine Months Ended 2
December 28, 1996 and December 31, 1995
Condensed Consolidated Statements of Cash Flows -- 3
Nine Months Ended December 28, 1996 and
December 31, 1995
Notes to Condensed Consolidated Financial
Statements as of December 28, 1996 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Part II. Other Information 9-12
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
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED: IN THOUSANDS)
<TABLE>
<CAPTION>
December 28, March 31,
1996 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash investments $ 9,256 $ 14,019
Accounts receivable, net 33,035 30,248
Inventories 18,629 18,535
Prepaid expenses and other current assets 10,603 7,946
Net current assets of discontinued operations - 7,859
------------ ------------
Total current assets 71,523 78,607
Property and equipment, net 10,780 9,407
Licenses and patents, net 718 986
Other assets, net 1,986 125
------------ ------------
$ 85,007 $ 89,125
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,987 $ 9,416
Accrued liabilities 9,574 4,897
Customer deposits 3,802 8,938
Income taxes payable - 1,784
Net liabilities of discontinued operations 2,146 -
------------ ------------
Total current liabilities 23,509 25,035
------------ ------------
Shareholders' equity:
Common stock 66,274 62,774
Retained earnings (deficit) (4,776) 1,316
------------ ------------
Total shareholders' equity 61,498 64,090
------------ ------------
$ 85,007 $ 89,125
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-1-
<PAGE> 4
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED: IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- -----------------------
Dec. 28, Dec. 31, Dec. 28, Dec. 31,
--------- --------- --------- ---------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C>
Net sales $ 36,432 $ 25,032 $ 102,665 $ 63,289
Cost of sales 22,396 14,177 60,863 33,610
------------ ------------ ------------ ------------
Gross margin 14,036 10,855 41,802 29,679
Operating expenses
Research and development 2,307 1,410 6,176 4,310
Selling, general and administrative 7,215 5,399 20,650 14,260
In-process research and development
of acquired business 1,335 - 1,335 -
------------ ------------ ------------ ------------
Total operating expenses 10,857 6,809 28,161 18,570
Operating income 3,179 4,046 13,641 11,109
Other income, net 194 250 505 890
------------ ------------ ------------ ------------
Income from continuing operations
before income taxes 3,373 4,296 14,146 11,999
Provision for income taxes 1,680 1,335 5,573 4,418
------------ ------------ ------------ ------------
Income from continuing operations 1,693 2,961 8,573 7,581
Discontinued Operations
Income (loss) from operations of Asyst
Automation, Inc., net of applicable
income taxes (4,763) 202 (6,092) 345
Loss on closure of Asyst Automation, Inc.,
including provision of $1,095 for
operating losses during phase-out
period, net of applicable income taxes (8,573) - (8,573) -
------------ ------------ ------------ ------------
Net income (loss) $ (11,643) $ 3,163 $ (6,092) $ 7,926
============ ============ ============ ============
Income per share from
continuing operations $ 0.32 $ 0.56 $ 1.65 $ 1.43
============ ============ ============ ============
Net income (loss) per share $ (2.21) $ 0.60 $ (1.17) $ 1.50
============ ============ ============ ============
Weighted average common and
common share equivalents 5,260 5,300 5,207 5,287
============ ============ ============ ============
</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>
Nine Months Ended
---------------------------
Dec. 28, Dec. 31,
------------ ------------
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,092) $ 7,926
Adjustments to reconcile net income to net cash
provided (used) by continuing operations :
(Income) loss from discontinued operations 4,763 (345)
Loss on disposal of discontinued operations 8,573 -
Change in net assets of discontinued operations (3,331) (5,249)
Depreciation and amortization expense 1,972 412
Write off of in-process research and development 1,335 -
Increase in allowance accounts - 300
Changes in current assets and liabilities-
Accounts receivable (2,787) (6,337)
Inventories (94) (14,402)
Prepaid expenses and other current assets (2,564) 86
Accounts payable (1,457) (190)
Accrued liabilities 4,484 1,097
Income taxes payable (1,784) (868)
Customer deposits (5,136) 3,961
------------ ------------
Net cash used by continuing operations (2,118) (13,609)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (3,307) (6,057)
Increase (decrease) in other assets (448) 154
------------ ------------
Net cash used by investing activities (3,755) (5,903)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 1,110 585
------------ ------------
DECREASE IN CASH AND CASH INVESTMENTS (4,763) (18,927)
CASH AND CASH INVESTMENTS AT BEGINNING OF PERIOD 14,019 38,947
------------ ------------
CASH AND CASH INVESTMENTS AT END OF PERIOD $ 9,256 $ 20,020
------------ ------------
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE> 6
ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 28, 1996
(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. The financial statements for prior periods have been
reclassified to reflect the planned closure of its subsidiary, Asyst
Automation, Inc.
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 Annual Report on
Form 10-K.
CASH AND CASH 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 of continuing operations
consist of (in thousands):
<TABLE>
<CAPTION>
December 28, 1996 March 31, 1996
----------------- --------------
<S> <C> <C>
Raw material $ 16,259 $ 13,010
Work-in-process and finished goods 2,370 6,225
------------ ------------
$ 18,629 $ 18,535
============ ============
</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).
PROVISION FOR INCOME TAXES
Income tax expense for the three and nine month periods ended December 28, 1996
and December 31, 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
DISCONTINUED OPERATIONS
The Company has adopted a formal plan to close its subsidiary, Asyst
Automation, Inc., by the end of September 1997. The decision was based upon
the recent demonstration of the lack of the subsidiary's 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 reported as a discontinued operation for the nine months
ended December 28, 1996 and December 31, 1995. Net assets of the subsidiary at
December 28, 1996 consist primarily of trade receivables, inventory and capital
equipment.
The loss from discontinued operations for the three months and nine months
ended December 28, 1996 was $4,763 and $6,092, respectively, net of income tax
benefits of $2,175 and $3,427, respectively. The income from discontinued
operations for the three months and nine months ended December 31, 1995 was
$202 and $345, respectively, net of income taxes of $91 and $186, respectively.
The estimated loss on closure of Asyst Automation, Inc. is $8,573 (net of
income tax benefit of $4,822), including anticipated operating losses of
$1,095 (net of income tax benefit of $616), during the closure period.
ACQUISITION OF RADIANCE SYSTEMS INCORPORATED
On November 15,1996, the Company purchased Radiance Systems Incorporated
("RSI"), a developer and supplier of software products for 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 $2,390 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 $1,335 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, $1,761 (including $620 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.
-5-
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 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 $25.0 million for the three months ended
December 31, 1995, to $36.4 million for the three months ended December 28,
1996. Net sales for the nine months ended December 28, 1996 were $102.7
million which represents a 62.2 percent increase over the same period in the
prior year. The increase in the three month and nine 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 most of the product lines. These increases were partially offset by a
shift in the mix of products sold from the 150mm and 200mm SMIF products,
Indexers and SMART- Traveler System in favor of the more recently introduced
LPP products. International sales for the Company increased from $14.6
million, or 58.2 percent of net sales during three months ended December 31,
1995 to $19.4 million, or 55.5 percent of net sales during the three months
ended December 28, 1996. The Company's international sales increased from
$37.4 million or 59.1 percent of net sales during the nine months ended
December 31, 1995 to $58.0 million or 56.5 percent of net sales during the nine
month period ended December 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 43.4 percent for the three months
ended December 31, 1995 to 38.5 percent for the three months ended December 28,
1996. Gross margin during the nine months ended December 28, 1996 decreased to
40.7 percent from 46.9 percent during the nine months ended December 31, 1995.
The decreases were due primarily to the increase in the mix of sales of the
LPP products which currently carry low margins are still in their early stages
of manufacturing evolution. The Company expects that its gross margin
percentage may fluctuate over the next few quarters 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 end March 31,
1996.
Research and development. Research and development expenses increased from
$1.4 million or 5.6 percent of net sales during the three months ended December
31, 1995 to $2.3 million or 6.3 percent of net sales during the three months
ended December 28, 1996. Research and development expenses decreased from $4.3
million or 6.8 percent of net sales during the nine months ended December 31,
1995 to $6.2 million or 6.0 percent of net sales during the nine months ended
December 28, 1996. The dollar 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 fluctuation
as a
-6-
<PAGE> 9
percentage of sales is due to the actual increase in spending versus the
relative increase in sales. The Company expects that its research and
development costs will increase in future periods to support its commitment to
enhancing its current products and new product innovation, although that
spending may fluctuate as a percentage of net sales.
Selling, general and administrative. Selling, general and administrative
expenses increased from $5.4 million or 21.6 percent of net sales during the
three months ended December 31, 1995 to $7.2 million or 19.8 percent of net
sales during the three months ended December 28, 1996. The increase is
primarily due to an increase in staffing and personnel related expenses.
Selling, general, and administrative expenses increased from $14.3 million or
22.5 percent of net sales during the nine months ended December 31, 1995 to
$20.7 million or 20.1 percent of net sales during the nine months ended
December 28, 1996. The increases primarily 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 decreases as a percentage of net sales resulted from the
Company's efforts to obtain operating leverage in these activities over the
growth in net sales 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.
Purchased in process research and development and amortization. In November
1996, the Company completed the acquisition of Radiance Systems Inc. ("RSI")
which was accounted for as a purchase in the quarter ended December 28, 1996.
In connection with the acquisition of RSI, the Company recorded a write-off of
$1.3 million of in process research and development (See the Notes to Condensed
Financial Statements) in the quarter ended December 28, 1996. The remaining
excess of the purchase price over net assets acquired of approximately $1.8
million is being amortized over three years.
Other income, net. Other income, net, decreased from $251,000 during the three
months ended December 31, 1995 to $194,000 during the three months ended
December 28, 1996. Other income, net decreased from $890,000 during the nine
months ended December 31, 1995 to $505,000 during the nine months ended
September 28, 1996. The decreases were primarily due to a decrease in interest
income resulting from lower average cash and short-term investment balances
available during the nine months ended December 28, 1996.
Provision for income taxes. The Company's effective income tax rate increased
from 31.1 percent for the three months ended December 31, 1995 to 49.8 percent
for the three months ended December 28, 1996. The Company's effective tax rate
increased from 36.8 percent for the nine months ended December 31, 1995 to 39.4
percent for the nine months ended December 28, 1996. The higher tax rate in
fiscal year 1997 was due primarily to the write-off of in process research and
development which is not deductible for tax purposes. The effective income tax
rate for the three and nine month periods ended December 28, 1996 without the
impact of in process research and development would have been 36 percent which
is lower than the statutory rate, due to the impact of certain tax benefits
such as the Foreign Sales Corporation (FSC) and other tax exempt income.
Discontinued operation. The Company has adopted a formal plan to close Asyst
Automation, Inc., ("AAI") by September 30, 1997. Net sales of the discontinued
operation for the three months ended December 28, 1996 were $3.0 million
compared to $9.0 million for the three months ended December 31, 1995. Net
sales of Asyst Automation, Inc. for the nine months ended December 28, 1996
were $19.6 million compared to $18.0 million for the nine months ended December
31, 1995. Income from operations of AAI declined from $0.2 million for the
three months ended December 31, 1995 to a loss from operations of AAI
-7-
<PAGE> 10
of $4.8 million for the three months ended December 28, 1996. Income from
operations of AAI for the nine months ended December 31, 1995 were $0.3 million
and declined to a loss from operations of AAI of $6.1 million for the nine
months ended December 28, 1996. The estimated loss on closure of Asyst
Automation, Inc. is $8.6 million, including anticipated operating losses of
$1.1 million during the closure period. The decision to discontinue the
operation was based upon the subsidiary's recent inability to profitably
manufacture and sell automation products that were acquired as part of the
purchase of Proconics International, Inc. in October 1994.
LIQUIDITY AND CAPITAL RESOURCES
As of December 28, 1996, the Company had approximately $9.3 million in cash and
cash equivalents and approximately $48.0 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
December 28, 1996, the Company was in violation of the tangible net worth
covenant. The bank has waived this covenant violation. 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 investments; cash flow from continued operations; and
the available bank line, in combination, will be adequate to finance continuing
operations, investments in property and equipment, inventories and expenditures
for the development of new products, at least through March 31, 1998.
-8-
<PAGE> 11
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
On November 15, 1996, the Company issued 129,740 shares of
common stock in exchange for all of the outstanding capital
stock of Radiance Systems Incorporated. The sale and
issuance of such securities by the Company was deemed to be
exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act"), by virtue of Section
4(2) and/or Regulation D promulgated under the Securities
Act. Appropriate legends are affixed to the stock
certificates issued in such transaction. See Notes to
Unaudited Condensed Consolidated Financial Statements.
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - 27B Financial Data Schedule
(b) Reports on Form 8K - None
-9-
<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: February 10, 1997 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
-10-
<PAGE> 13
EXHIBIT NO. EXHIBIT INDEX
27 FINANCIAL DATA SCHEDULE
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 28, 1996 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-28-1996
<CASH> 9,256
<SECURITIES> 0
<RECEIVABLES> 35,835
<ALLOWANCES> 2,800
<INVENTORY> 18,629
<CURRENT-ASSETS> 71,523
<PP&E> 16,867
<DEPRECIATION> 6,087
<TOTAL-ASSETS> 85,007
<CURRENT-LIABILITIES> 23,509
<BONDS> 0
0
0
<COMMON> 66,274
<OTHER-SE> (4,776)
<TOTAL-LIABILITY-AND-EQUITY> 85,007
<SALES> 102,665
<TOTAL-REVENUES> 102,665
<CGS> 60,863
<TOTAL-COSTS> 60,863
<OTHER-EXPENSES> 28,161
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 14,146
<INCOME-TAX> 5,573
<INCOME-CONTINUING> 5,551
<DISCONTINUED> (14,665)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,092)
<EPS-PRIMARY> (1.17)
<EPS-DILUTED> (1.17)
</TABLE>
