<PAGE>
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 SEPTEMBER 30, 1998
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
------- -------
THE NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE, OUTSTANDING
AS OF NOVEMBER 2, 1998 WAS 11,349,972.
<PAGE>
ASYST TECHNOLOGIES, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
---------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
September 30, 1998 and March 31, 1998 2
Condensed Consolidated Statements of Operations --
Three Months Ended September 30, 1998 and 3
September 30, 1997 and Six Months Ended
September 30, 1998 and September 30, 1997
Condensed Consolidated Statements of Cash Flows --
Six Months Ended September 30, 1998 and
September 30, 1997 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
-----------------
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
- ----------
Exhibit Index 17
- -------------
</TABLE>
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
1998 1998
------------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 8,129 $ 12,288
Short-term investments 39,861 70,487
Accounts receivable, net 12,737 26,534
Inventories 22,486 18,851
Prepaid expenses and other current assets 3,112 4,241
Deferred tax asset 14,261 7,697
Net current assets of discontinued operations 360 1,438
---------- ----------
Total current assets 100,946 141,536
Property and equipment, net 12,237 11,133
Intangibles and other assets, net 20,131 1,802
---------- ----------
$133,314 $154,471
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,046 $ 8,671
Accrued liabilities and other current liabilities 15,332 13,124
Customer deposits 1,046 1,267
Income taxes payable 1,280 606
---------- ----------
Total current liabilities 22,704 23,668
---------- ----------
Shareholders' equity:
Common stock 107,745 116,347
Retained earnings 2,865 14,456
---------- ----------
Total shareholders' equity 110,610 130,803
---------- ----------
$133,314 $154,471
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited: In thousands, except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 15,963 $ 40,312 $ 50,036 $ 77,998
Cost of sales 13,086 22,588 30,689 43,902
-------- -------- -------- --------
Gross profit 2,877 17,724 19,347 34,096
-------- -------- -------- --------
Operating expenses:
Research and development 3,613 3,294 7,392 6,038
Selling, general and administrative 11,402 8,344 20,981 17,054
Purchased in-process research and development 5,900 -- 7,100 --
Restructuring expense 2,922 -- 2,922 --
-------- -------- -------- --------
Total operating expenses 23,837 11,638 38,395 23,092
-------- -------- -------- --------
Operating income (loss) (20,960) 6,086 (19,048) 11,004
Other income, net 935 698 1,486 995
-------- -------- -------- --------
Income (loss) before provision (benefit)
for income taxes (20,025) 6,784 (17,562) 11,999
Provision (benefit) for income taxes (6,858) 2,442 (5,971) 4,320
-------- -------- -------- --------
Net income (loss) $(13,167) $ 4,342 $(11,591) $ 7,679
======== ======== ======== ========
Basic earnings (loss) per share $ (1.13) $ 0.40 $ (0.98) $ 0.72
======== ======== ======== ========
Diluted earnings (loss) per share $ (1.13) $ 0.37 $ (0.98) $ 0.67
======== ======== ======== ========
Shares used in per share calculation of:
Basic earnings (loss) per share 11,656 10,801 11,867 10,732
======== ======== ======== ========
Diluted earnings (loss) per share 11,656 11,728 11,867 11,397
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited: In thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
----------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (11,591) $ 7,679
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Change in net assets/liabilities of discontinued operations 1,078 (1,810)
Depreciation and amortization expense 2,901 2,209
Change in provision for doubtful accounts (883) (461)
Non-cash restructuring expense 893 --
Write down of inventories 1,837 --
Tax benefit associated with employee option plans 50 548
Purchased in-process research and development 7,100 --
Changes in current assets and liabilities, net of acquisition of
FluoroTrac(R) product line and Hine Design, Incorporated:
Accounts receivable 16,044 4,294
Inventories (1,730) (4,609)
Prepaid expenses and other current assets 410 3,565
Deferred tax asset (5,817) (550)
Accounts payable (4,505) (1,365)
Accrued liabilities 1,124 2,552
Customer deposits (221) (1,136)
Income taxes payable 674 33
----------- -----------
Net cash provided by operating activities 7,364 10,949
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short-term investments (26,050) --
Sale of short-term investments 56,676 --
Purchase of property, plant and equipment (2,875) (1,519)
Decrease (increase) in other assets (1,015) 4
Cash used in the acquisition of the
FluoroTrac(R) product line (2,794) --
Cash used in the acquisition of Hine Design, Incorporated: (12,433) --
----------- -----------
Net cash provided by (used by) investing activities 11,509 (1,515)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash used in the reduction of debt assumed in the
acquisition of Hine Design, Incorporated (12,479) --
Issuance of common stock 919 1,770
Cash used in the repurchase of common stock (11,472) --
----------- -----------
Net cash provided by (used by) financing activities (23,032) 1,770
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,159) 11,204
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,288 12,021
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 8,129 $ 23,225
=========== ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
<PAGE>
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. ("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 condensed
consolidated financial statements included in this report reflect all
adjustments (consisting only of normal recurring adjustments) which the Company
considers necessary for the 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 Company closes its books on the last
Saturday of each quarter and thus the actual date of the quarter end is usually
different from the month-end dates used throughout this 10-Q report. 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. consolidated financial statements
for the year ended March 31, 1998 included in its Annual Report on Form 10-K.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of
three month or less from the date of purchase to be cash and cash equivalents.
The carrying value of cash equivalents approximates their current fair market
value.
SHORT-TERM INVESTMENTS
As of September 30, 1998 and March 31, 1998, the Company's short-term
investments consist of liquid debt investments with maturities, at the time of
purchase, greater than three months and less than one year. All such investments
have been classified as "available-for-sale" and are carried at fair value, with
unrealized holding gains and losses, net of taxes reported as a separate
component of shareholders' equity. The cost of the debt security is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization, interest income, realized gains and losses and declines in value
that are considered to be other than temporary, are included in other income,
net, on the accompanying condensed consolidated statements of operations. There
have been no declines in value that are considered to be other than temporary
for any of the six months in the period ended September 30, 1998. The cost of
investments sold is based on specific identification. The Company does not
intend to hold the individual securities for greater than one year.
Short-term investments by security type consist of the following (in thousands):
<TABLE>
<CAPTION>
COST / FAIR VALUE
--------------------------------
SEPTEMBER 30, MARCH 31,
1998 1998
--------------- -------------
(unaudited)
<S> <C> <C>
Debt securities issued by states of the
United States and political subdivisions
of the states................................. $16,861 $50,487
Corporate debt securities...................... 23,000 20,000
------- -------
Total $39,861 $70,487
======= =======
</TABLE>
<PAGE>
INVENTORIES
Inventories are stated at the lower of cost (first in, first out) or market and
include materials, labor and manufacturing overhead costs. Inventories consist
of the following (in thousands):
SEPTEMBER 30, MARCH 31,
1998 1998
-------------- -------------
(unaudited)
Raw materials............................ $18,070 $15,019
Work-in-process and finished goods....... 4,416 3,832
------- -------
Total $22,486 $18,851
======= =======
STOCK REPURCHASE PROGRAM
In June 1998, the Board of Directors of the Company, authorized a stock
repurchase program whereby up to 2,000,000 shares of its Common Stock may be
repurchased by the Company, from time-to-time at market prices, and as market
and business conditions warrant, in the open market, or in negotiated
transactions, using existing cash. The Company will utilize a portion of the
reacquired shares for reissuance in connection with certain employee stock
programs. When the common shares are reissued, the Company will use the first-
in, first-out method and the excess of repurchase cost over reissuance price, if
any, is treated as a reduction of retained earnings. At September 30, 1998, the
Company had repurchased 865,000 shares of common stock at an aggregate cost of
approximately $11.5 million.
RESTRUCTURING OF OPERATIONS
During September 1998, in response to continued reductions in capital spending
by semiconductor manufactures, the Company adopted a formal plan to reduce
operating costs. In connection with these actions, a pre-tax restructuring
charge of approximately $2.9 million was recorded. The principal actions of the
plan involved the closure or reorganization of two of its United States
facilities and some of its small international facilities. The plan also
includes the elimination of one level of management and consolidation of
activities related to the operations of its software business. The major
components of the restructuring expense are as follows (in thousands,
unaudited):
Severance and related costs......................... $ 739
Lease termination costs, net of
estimated sublet income........................... 1,144
Non-cash write-down of property, plant
and equipment and other related assets............ 893
Facilities relocation, set-up costs and other....... 146
------
Total $2,922
======
Restructuring activity for the three months ended September 30, 1998 was as
follows (in thousands, unaudited):
Provision for restructuring of operations........... $2,922
Cash outlays for severance and related costs....... --
Cash outlay for lease termination
costs and other................................... (6)
------
Total $2,916
======
The majority of the remaining cash outlay of approximately $2.0 million is
expected to occur by March 31, 1999.
<PAGE>
PROVISION (BENEFIT) FOR INCOME TAXES
Provision (benefit) for income taxes for the three and six month periods ended
September 30, 1998 and September 30, 1997, includes a provision (benefit) for
Federal, state and foreign taxes based upon the annual estimated effective tax
rates applicable to the Company and its subsidiaries for the year. The annual
estimated effective tax rate and benefit for the three and six month period
ended September 30, 1998 reflects the estimated benefit associated with the
utilization of net operating losses generated during the current fiscal year.
EARNINGS PER SHARE
Earnings per share has been reported based upon Financial Accounting Standards
(SFAS) No. 128, "Earnings Per Share", which requires presentation of basic and
diluted earnings per share. Basic earnings per share has been computed using the
weighted average number of actual common shares outstanding, while diluted
earnings per share has been computed using the weighted average number of common
equivalent shares outstanding. Common equivalent shares used in the computation
of diluted earnings per share result from the assumed exercise of stock options,
using the treasury stock method.
The following table sets forth the calculation of basic and diluted earnings per
share (in thousands, except per share amounts, unaudited):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------------- ---------------------------
1998 1997 1998 1997
----------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Basic earnings (loss) per share:
Net income (loss)....................... $ (13,167) $ 4,342 $(11,591) $ 7,679
---------- ------- -------- -------
Weighted average common shares.......... 11,656 10,801 11,867 10,732
---------- ------- -------- -------
Basic earnings (loss) per share..... $ (1.13) $ 0.40 $ (0.98) $ 0.72
========== ======= ======== =======
Diluted earnings per share:
Net income (loss)....................... $ (13,167) $ 4,342 $(11,591) $ 7,679
---------- ------- -------- -------
Weighted average common shares.......... 11,656 10,801 11,867 10,732
Weighted average common share
equivalents:
Options............................ -- 927 -- 665
---------- ------- -------- -------
Diluted weighted average common shares.. 11,656 11,728 11,867 11,397
---------- ------- -------- -------
Diluted earnings (loss) per share... $ (1.13) $ 0.37 $ (0.98) $ 0.67
========== ======= ======== =======
</TABLE>
ACQUISITION OF THE FLUOROTRAC(R) PRODUCT LINE
In April 1998, the Company entered into an agreement with Fluoroware, Inc.
("Fluoroware"), a supplier of materials management solutions, to acquire
Fluoroware's FluoroTrac(R) automated radio frequency identification ("RFID")
technology for automated work-in-progress tracking in semiconductor factories.
Under the terms of the agreement, the Company acquired all of the FluoroTrac
intellectual property including RFID tracking solutions, inventory and
installed-base opportunities from Fluoroware in consideration for approximately
$2.8 million in cash and liabilities assumed by the Company.
In connection with the acquisition, approximately $1.2 million of the intangible
assets acquired 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 FluoroTrac products or that the technology has any alternative
<PAGE>
future use, such in-process research and development was charged as an expense.
As a result of the purchase price allocation, approximately $0.3 million was
assigned to intangible assets related to existing product technology, the
assembled workforce and the excess purchase price over the net assets acquired.
These intangibles are being amortized over a three to five year period.
Management believes that the unamortized balance of these assets, which is
included in other assets, net, in the accompanying condensed consolidated
balance sheets, is recoverable.
ACQUISITION OF HINE DESIGN INCORPORATED
On July 31, 1998, the Company completed its acquisition of Hine Design
Incorporated ("Hine Design"), a supplier of wafer-handling robots for
semiconductor processing tools. Accordingly, results of Hine Design's operations
have been combined with those of the Company's, since the date of acquisition.
Under the terms of the agreement, the Company acquired all of the outstanding
capital stock of Hine Design for approximately $12.4 million in cash and assumed
debt of approximately $12.5 million. In addition, the Company exchanged
outstanding options of Hine Design Common Stock for identical options of the
Company. The value of the options exchanged was approximately $1.9 million. The
acquisition was accounted for using the purchase method of accounting.
In connection with the acquisition, a portion of the purchase price was
allocated to the net liabilities acquired based on their estimated fair values.
The fair values of the tangible assets acquired and liabilities assumed were
approximately $4.4 million and $14.4 million, respectively. As a result of the
purchase price allocation, approximately $18.4 million was assigned to
intangible assets related to existing product technology, the assembled
workforce and the excess purchase price over the net assets acquired. These
intangibles are being amortized over a four to fourteen year period. During the
quarter ended September 30, 1998, a charge for amortization of the intangible
asset was made by the Company amounting to approximately $0.4 million.
Management believes that the unamortized balance of these assets, which is
included in other assets, net, in the accompanying condensed consolidated
balance sheets, is recoverable. In addition, approximately $5.9 million of the
intangible assets acquired 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 Hine Design products or that the technology has any
alternative future use, such in-process research and development was charged as
an expense.
SHAREHOLDER RIGHTS PLAN
On June 22, 1998, the Board of Directors of the Company, approved the adoption
of a Shareholders Rights Plan under which all shareholders of record, as of July
10, 1998 ("Record Date"), received a dividend of one preferred share
purchase right ("Right") for each outstanding share of common stock, without
par value per share, ("Common Shares") of the Company. The Rights will also
attach to new Common Shares issued after the Record Date. Each Right entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Junior Participating Preferred Stock, without par value per share,
("Preferred Shares") of the Company at a price of $140 per one one-hundredth
of a Preferred Share ("Purchase Price"), subject to adjustment. Each
Preferred Share is designed to be the economic equivalent of 100 Common Shares.
NEW ACCOUNTING STANDARDS
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 requires companies to report a new
measure of income. The Company adopted SFAS No. 130 during the first quarter of
fiscal 1999. "Comprehensive Income" is to include foreign currency translation
gains and losses and other unrealized gains and losses that have historically
been excluded from net income and reflected in instead in equity. The Adoption
of SFAS No. 130 did not have a material impact on the Company's financial
statements.
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.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Investments and Hedging Activities," which
establishes standards for the accounting for derivative transactions and
derivative portion of certain other contracts. SFAS No. 133 will become
effective for the Company's year ending March 31, 2001. The Company believes
that SFAS No. 133 will not have a material impact on the Company's financial
statements.
<PAGE>
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
Annual Report on Form 10-K for the year ended March 31, 1998.
RESULTS OF OPERATIONS
- ---------------------
Net sales. Net sales decreased from $40.3 million for the three months ended
September 30, 1997, to $16.0 million for the three months ended September 30,
1998. Net sales for the six months ended September 30, 1998 were $50.0 million
which represents a 35.8 percent decrease over the same period in the prior year.
The decrease in net sales for the three and six month periods ended September
30, 1998 from the same periods in the prior fiscal year were due to the
continued world-wide reduction in capital expenditures of the semiconductor
producers. Demand for logic and memory chips still is below the available
production capacity of the producers because of the recession being experienced
by the Asian economies and the aggressive expansion of semiconductor production
capacity during the mid 1990's. International sales for the Company decreased
from $26.5 million, or 65.7 percent of net sales during the three months ended
September 30, 1997, to $6.4 million, or 39.8 percent of net sales during the
three months ended September 30, 1998. For the six month periods ended September
30, 1997 and 1998, respectively, international sales decreased from $51.3
million, or 65.8 percent of net sales, to $36.1 million, or 63.2 percent of net
sales. International sales by region for the six month period ended September
30, 1998 are summarized as follows:
GEOGRAPHIC NET SALES PERCENTAGE OF
REGION (IN MILLIONS) NET SALES
------------ ------------- -------------
Taiwan $21.2 42.4%
Japan 6.4 12.8%
Singapore 1.5 3.1%
Europe 2.5 5.0%
Korea 0.0 0.0%
------------- -------------
$31.6 63.2%
============= =============
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. However, there can be no assurance
that the Company's results of operations will not be adversely affected by such
fluctuations in the future. The Company has experienced cancellations or delays
in orders from the Asia Pacific region as well as in the United States. During
the quarter ended September 30, 1998, cancellations totaled $0.8 million and
delays of items in the backlog totaling $1.6 million were requested by
customers. There can be no assurance that there will not be future cancellations
or delays in orders.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
- ---------------------------------
Gross Profit Margin. Gross profit margin decreased from 44.0 percent for the
three months ended September 30, 1997 to 18.0 percent for the three months ended
September 30, 1998. The gross profit margin during the six months ended
September 30, 1998 decreased to 38.7 percent from 43.7 percent during the six
months ended September 30, 1997. The primary contributor to the decrease in
gross profit margin dollars for the current three and six month periods ended
compared to those of the same periods in 1997, was the decrease in net sales, as
discussed above. During the quarter ended September 30, 1998, the Company
reviewed all of its products by product line. The Company made a decision to
discontinue support of certain products and versions of products which the
Company believed did not contribute reasonable profit margins, competed with
more profitable products or did not have sufficient market opportunities. The
Company increased its inventory reserves by $1.8 million or 11.5 percent of net
sales for the three month period ended September 30, 1998, or 3.7 percent of net
sales for the six months ended September 30, 1998. In both the three and six
month periods ended September 30, 1998, gross profit margin as a percentage of
net sales decreased because of the low levels of manufacturing in response to
lower net sales. During those periods, respectively, unapplied indirect
manufacturing expenses of $1.9 million or 11.8 percent of net sales and $3.2
million or 6.5 percent of net sales were charged to cost of goods sold. While it
remains the goal of the Company to improve gross profit margins as a percentage
of net sales in the future through reduction of manufacturing costs and other
inefficiencies in the Company's distribution system, the Company's net sales
levels must be returned to the levels comparable to those in the fiscal year
ended March 31, 1998 in order to achieve historical gross profit margins. 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 Annual Report on Form 10-K for the fiscal year
end March 31, 1998.
Research and development. Research and development expenses increased from $3.3
million, or 8.2 percent of net sales, during the three months ended September
30, 1997, to $3.6 million, or 22.6 percent of net sales, during the three months
ended September 30, 1998. Research and development expenses increased from $6.0
million, or 7.7 percent of net sales, during the six months ended September 30,
1997, to $7.4 million or 14.8 percent of net sales for the same period ended
September 30, 1998. The dollar increase is due primarily to increases in
staffing and personnel related expenses and other costs related to the addition
of robotics to the Company's product offerings and by the Company's continuing
development of new products and product enhancements. The percentage increase in
research and development expense is due to the decrease in net sales activity
during the current three and six month periods ended September 30, 1998. The
Company expects that its research and development costs will increase in future
periods, but will fluctuate as a percentage of net sales.
Selling, general and administrative. Selling, general and administrative
expenses increased from $8.3 million, or 20.7 percent of net sales, during the
three months ended September 30, 1997, to $11.4 million, or 71.4 percent of net
sales, during the three months ended September 30, 1998. Selling, general, and
administrative expenses increased from $17.1 million, or 21.9 percent of net
sales, during the six months ended September 30, 1997, to $21.0 million, or 41.9
percent of net sales, during the six months ended September 30, 1998. This
increase for the comparable three month period is composed of $1.0 million in
litigation expenses related to Jenoptik, $1.3 million related to operations of
Asyst K.K. and Hine Design, Incorporated ("Hine Design"), which were either
started or acquired subsequent to the end of the comparable period in the
previous year, $0.4 million charge for amortization of intangibles related to
the acquisition of Hine Design and $0.3 million of costs related to the
recruitment and relocation of key additions to the Company's management. The
increases over the corresponding six month period are largely explained by the
items noted for the increases in the comparative three months period plus $0.5
million of litigation costs and $0.3 million related to Asyst K. K. during the
first three months of the fiscal year. The Company expects that selling, general
and administrative spending will increase in future periods, although the
spending may vary as a percentage of net sales.
Purchased in-process research and development and amortization. In April 1998,
the Company completed the acquisition of the FluoroTrac product line from
Fluoroware, Inc. The transaction was recorded using purchase accounting in the
quarter ended June 30, 1998. In connection with the acquisition of FluoroTrac,
the Company recorded a write-off of $1.2 million of in-process research and
development (See the Notes to Condensed Consolidated Financial Statements) in
the quarter ended June 30, 1998. The remaining excess cost of purchase price
over net assets acquired of approximately $0.3 million is being amortized over
periods of three to five years.
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
- ---------------------------------
In July 1998, the Company acquired Hine Design. The transaction was recorded
using purchase accounting as of July 31, 1998. In connection with the
acquisition of Hine Design, the Company recorded a write-off of $5.9 million
dollars of purchased in-process research and development costs (See the Notes to
the Condensed Consolidated Financial Statements) in the quarter ended September
30, 1998. In addition, approximately $18.4 million of the purchase price in
excess of the value of net liabilities assumed were allocated to various
intangible assets being amortized over periods of four to fourteen years
(dollar average life of ten years). During the current quarter, a charge for
amortization relating to these intangibles of approximately $0.4 million was
included in selling, general and administrative expenses.
Restructuring expense. During the three month period ended September 30, 1998,
in response to continued reductions in capital spending by semiconductor
manufacturers, the Company undertook a formal plan to lower its cost structure
and reorganize itself to more effectively manufacture, market and sell its
portfolio of products and value added services. The restructuring effort will
result of the closure of two of its facilities in the United States during the
next fiscal quarter and some of its small facilities in Europe by March 31,
1999. In addition, management of the software business will be streamlined
eliminating one level of management and administrative activities which were
redundant. The major components of the restructuring expense are as follows (in
thousands, unaudited):
Severance and related costs................................ $ 739
Lease termination costs, net of estimated sublet income.... 1,144
Non-cash write-down of property, plant and equipment
and other related assets................................. 893
Facilities relocation, set-up costs and other.............. 146
------
Total $2,922
======
Other income, net. Other income, net, increased from $0.7 million during the
three months ended September 30, 1997 to $0.9 million during the three months
ended September 30, 1998. Other income, net, increased from $1.0 million during
the six months ended September 30, 1997 to $1.5 million during the six months
ended September 30, 1998. The increases in other income, net, resulted from
higher average cash and cash investments available during the periods offset
by a decrease in royalty income from a manufacturing license agreement that
has now expired. During the quarter ended September 30, 1998, the Company used
approximately $11.5 million in cash to repurchase 0.9 million shares of its
own common stock, as part of a stock repurchase plan it announced during the
quarter to repurchase up to 2.0 million of its own common stock. Other income,
net will be impacted by that repurchase plan as well as other operating or
investing activities of the Company.
Provision (benefit) for income taxes. The Company's effective income tax rate
decreased from 36.0 percent for the three and six month periods ended September
30, 1997 to 34.0 percent during the three and six month periods ended September
30, 1998. The decrease in the Company's effective tax rate is the result of
increased benefits related to non-taxable investment income and various other
tax credits. The annual estimated effective tax rate and benefit recorded for
the three and six month period ended September 30, 1998 reflects the estimated
benefit associated with the utilization of net operating losses generated during
the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As of September 30, 1998, the Company had approximately $8.1 million in cash
and cash equivalents and approximately $78.2 million of working capital,
including approximately $39.9 million in short-term investments. In addition, as
of September 30, 1998 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
September 30, 1998, there were no outstanding borrowings against the line of
credit and the Company was in compliance with all the covenants required by the
bank. Interest is at the bank's prime rate. Subsequent to quarter end, in
efforts to reduce overhead costs and spending, management decided to cancel the
line of credit agreement based upon its current cash and working capital
position, effective November 2, 1998.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
- -------------------------------------------
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 functional currency of the Company is
the US dollar. To date, the impact of currency translation gains or losses has
not been material to the Company's sales or results of operations.
The nature of the semiconductor industry, combined with the current economic
environment, make it very difficult for the Company to predict future liquidity
requirements with certainty. However, the Company believes that its existing
cash and cash equivalents, cash generated from operations and existing sources
of working capital will be adequate to finance its operations for the
foreseeable future.
YEAR 2000 SOFTWARE EXPOSURE
- ---------------------------
As a result of many computer programs using two digits rather than four to
express dates, the performance of the Company's computer systems and those of
its suppliers and customers in the Year 2000 is uncertain. In conjunction with
expert third-party Year 2000 consultants, the Company is assessing and
implementing programs to address its potential exposures to the Year 2000 issue.
With respect to its internal business systems, the Company is working with the
third-party vendors of such systems to ensure that Year 2000 compliance either
exists today or will be achieved via vendor supplied upgrades in a timely
manner. The Company has adopted programs which it continues to evaluate and
modify to ensure Year 2000 compliance is met, for both future shipments of its
products and for its products already in the current customer installed base.
Many products have already been found to be compliant, while others still may
require further modification in order to be compliant. Furthermore, the Company
is addressing the potential impact to the Company of non-compliance by any of
its key suppliers or customers. The Company's programs include communications
with the Company's significant suppliers and customers to determine the extent
to which the Company is vulnerable to any failures by suppliers and customers to
address the Year 2000 issue. On a case by case basis, where the Company
determines that it may be at a material adverse risk due to non-compliance by
any of its key suppliers, the Company may develop contingency plans for an
alternate source of supply. The Company expects to incur internal staff and
engineering costs as well as consulting and other expenses related to the Year
2000 project. At this time, these costs of effecting any such product
modifications, or the impact on the operations of the Company should it or one
of its suppliers or customers be unable to successfully address the Year 2000
issue, are not yet estimable but are believed to not be material. Despite these
efforts, there can be no assurance that the Year 2000 issue will not have a
material adverse effect on the Company in the future.
<PAGE>
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 Jenoptic, Emtrak,
Inc. (Emtrak") and Empak, Inc. ("Empak"), Emtrak and Empak alleging
infringements of two patents related to the Company's SMART Traveler
System(TM). The Company amended its Complaint in April 1997, to allege causes
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 filed counter claims,
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. In
May 1998, the Company and Empak stipulated to a dismissal, without prejudice, of
their respective claims and counter claims against each other. A trial date has
been set for April 1999. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of Asyst Technologies, Inc. was initially
held and adjourned on August 28, 1998, and subsequently reconvened on September
16, 1998, for the purpose of (1) electing directors to the Company's Board of
Directors to serve a one-year term expiring on the date of the Company's 1999
annual meeting of the shareholders and until his successor is elected and
qualified, (2) approve an amendment to the Company's 1993 Stock Option Plan, as
amended, to increase the aggregate number of shares of common stock authorized
for issuance under such plan by 1,800,000 shares, add "evergreen provisions",
add provisions related to restricted stock awards, rescind the Board's authority
to reprice options without shareholder approval, set the aggregate number of
shares that may be issued pursuant to exercise of incentive stock options, and
increase the per-individual, per-calendar year period limitation from 200,000
shares to 900,000 shares of common stock, (3) to approve the Company's Long-Term
Incentive Compensation Plan, (4) to approve an amendment to the Company's 1993
Employee Stock Purchase Plan, as amended, to increase the aggregate number of
shares of common stock authorized for issuance under such plan by 200,000
shares, (5) to ratify the selection of Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending March 31, 1999. 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 of management's
solicitations. On September 16, 1998 when the meeting was recovened, the final
vote on the proposals were recorded as follows:
Proposal 1:
Mihir Parikh was elected to the board of directors for a one-year term with
10,309,202 votes for and 469,973 votes against.
Stanley Grubel was elected to the board of directors for a one-year term with
10,314,311 votes for and 464,864 votes against.
Tsuyoshi Kawanishi was elected to the board of directors for a one-year term
with 10,314,777 votes for and 464,398 votes against.
Ashok K. Sinha was elected to the board of directors for a one-year term with
10,310,611 votes for and 468,564 votes against.
Walter K. Wilson was elected to the board of directors for a one-year term with
10,316,311 votes for and 462,864 votes against.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (CONTINUED)
Proposal 2:
The adoption of the amendment of the Company's 1993 Stock Option Plan to
increase the aggregate number of shares of common stock authorized for issuance
under such plan by 1,800,000 shares, add "evergreen provisions", add provisions
related to restricted stock awards, rescind the Board's authority to reprice
options without shareholder approval, set the aggregate number of shares that
may be issued pursuant to exercise of incentive stock options, and increase the
per-individual, per-calendar year period limitation from 200,000 shares to
900,000 shares of common stock was approved by the following vote:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
- ------------ --------- --------- -----------
3,406,372 3,332,207 59,147 3,981,449
Proposal 3:
The adoption of the Company's Long-Term Incentive Compensation Plan of common
stock was approved by the following vote:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
- ------------ --------- --------- -----------
5,639,847 1,204,724 78,621 3,855,983
Proposal 4:
The adoption of the amendment of the Company's 1993 Employee Stock Purchase Plan
to increase the aggregate number of shares of common stock authorized for
issuance under such plan by 200,000 shares was approved by the following vote:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
- ------------ --------- --------- -----------
6,446,175 299,049 52,502 3,981,449
Proposal 5:
The selection of Arthur Andersen LLP as the Company's independent auditors for
the fiscal year ending March 31, 1999 was ratified by the following vote:
BROKERED
"FOR" "AGAINST" "ABSTAIN" "NON-VOTES"
- ------------ --------- --------- -----------
10,689,510 55,602 34,063 --
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Stock Purchase Agreement among: Asyst Technologies,
Inc., Hine Design Incorporated and the Shareholders of
Hine Design Incorporated (Reference made to Exhibit
2.1 of Form 8K filed on August 14, 1998)
27.1 Financial Data Schedule
99.2 The Rights Agreement (Reference made to Exhibit 99.2
of Form 8K filed June 29, 1998)
(b) Form 8-K
The Company filed a current report Form 8K relating to the
acquisition of Hine Design Incorporated on August 14, 1998.
The Company filed a current report on Form 8K relating to the
Shareholder Rights Agreement on June 29, 1998.
<PAGE>
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: November 10, 1998 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
<PAGE>
EXHIBIT INDEX
Sequential Page
Exhibit Number Description of Exhibit Number
- -------------- ---------------------- ---------------
2.1 Stock Purchase Agreement among: Asyst
Technologies, Inc., Hine Design
Incorporated and the Shareholders of
Hine Design Incorporated (Reference
made to Exhibit 2.1 of Form 8K filed
on August 14, 1998) -
27.1 Financial Data Schedule 18
99.2 The Rights Agreement (Reference made to
Exhibit 99.2 of Form 8K filed June
29, 1998) -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 8,129
<SECURITIES> 39,861
<RECEIVABLES> 14,720
<ALLOWANCES> 1,983
<INVENTORY> 22,486
<CURRENT-ASSETS> 100,946
<PP&E> 26,021
<DEPRECIATION> 13,784
<TOTAL-ASSETS> 133,314
<CURRENT-LIABILITIES> 22,704
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0
0
<COMMON> 107,745
<OTHER-SE> 2,865
<TOTAL-LIABILITY-AND-EQUITY> 133,314
<SALES> 50,036
<TOTAL-REVENUES> 50,036
<CGS> 30,689
<TOTAL-COSTS> 30,689
<OTHER-EXPENSES> 20,898
<LOSS-PROVISION> 2,922
<INTEREST-EXPENSE> 17
<INCOME-PRETAX> (17,562)
<INCOME-TAX> (5,971)
<INCOME-CONTINUING> (11,591)
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