<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 June 30, 2000
or
Transition Report Pursuant to Section 13 or 15(D) of the
--- Securities Exchange Act of 1934
For the transition period from ________ to ________
Commission File number 0-22114
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 August 1, 2000 was 32,243,861.
<PAGE>
ASYST TECHNOLOGIES, INC.
INDEX
Page No.
--------
Part I. Financial Information
---------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets --
June 30, 2000 and March 31, 2000 2
Condensed Consolidated Statements of Operations --
Three Months Ended June 30, 2000 and
June 30, 1999 3
Condensed Consolidated Statements of Cash Flows --
Three Months Ended June 30, 2000 and
June 30, 1999 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 14
Part II. Other Information
-----------------
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
----------
Exhibit Index 17
-------------
1
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, March 31,
2000 2000
----------- ----------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 77,046 $ 12,638
Short-term investments 47,470 93,450
Accounts receivable, net 81,370 74,278
Inventories 60,971 49,482
Deferred tax asset 15,951 20,501
Prepaid expenses and other current assets 15,596 15,368
-------- --------
Total current assets 298,404 265,717
-------- --------
Property and equipment, net 28,619 27,312
Goodwill and other assets, net 38,888 36,171
-------- --------
$365,911 $329,200
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ -- $ 5,285
Short-term loans 28,487 22,816
Accounts payable 46,569 38,638
Accrued liabilities and other current liabilities 19,775 14,294
Income taxes payable 4,273 4,990
Customer deposits 8,756 8,144
-------- --------
Total current liabilities 107,860 94,167
-------- --------
Long-term liabilities:
Long-term debt, net of current portion -- 910
Other long-term liabilities 2,357 1,017
-------- --------
Total long-term liabilities 2,357 1,927
-------- --------
Total liabilities 110,217 96,094
-------- --------
Shareholders' equity:
Common stock 247,297 240,594
Retained earnings (accumulated deficit) 8,397 (7,488)
-------- --------
Total shareholders' equity 255,694 233,106
-------- --------
$365,911 $329,200
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share amounts)
Three Months Ended
June 30,
-------------------------------
2000 1999
-------- -------
Net sales $123,671 $27,086
Cost of sales 67,604 15,840
-------- -------
Gross profit 56,067 11,246
-------- -------
Operating expenses:
Research and development 9,721 4,235
Selling, general and administrative 21,451 10,728
Goodwill amortization 1,702 614
-------- -------
Total operating expenses 32,874 15,577
-------- -------
Operating income (loss) 23,193 (4,331)
Other income (expense), net 1,311 (14)
-------- -------
Income (loss) before provision (benefit) for
income taxes 24,504 (4,345)
Provision (benefit) for income taxes 8,619 (1,477)
-------- -------
Net income (loss) $ 15,885 $(2,868)
======== =======
Basic earnings (loss) per share $ 0.49 $ (0.12)
======== =======
Diluted earnings (loss) per share: $ 0.45 $ (0.12)
======== =======
Shares used in per share calculation of:
Basic earnings (loss) per share 32,162 24,456
======== =======
Diluted earnings (loss) per share 35,377 24,456
======== =======
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
ASYST TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 15,885 $ (2,868)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
Depreciation and amortization 3,566 2,101
Adjustment to conform year end of pooled company -- (2,290)
Change in provision for doubtful accounts 175 (140)
Shares issued for Board of Director's compensation 52 --
Shares issued as awards 28 --
Tax benefit associated with employee options plans 4,290 --
Changes in current assets and liabilities:
Accounts receivable (7,267) (6,037)
Inventories (11,489) 817
Prepaid expenses and other current assets (228) (144)
Deferred tax asset 4,550 (650)
Other asset, net (3,380) 251
Accounts payable 7,930 1.072
Accrued liabilities and other current liabilities 7,470 (1,540)
Customer deposits 612 (522)
Income taxes payable (717) 33
------------ ------------
Net cash provided (used) by operating activities 21,477 (9,917)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of short-term investments (33,650) (37,783)
Sale of short-term investments 79,630 33,280
Purchase of property, plant and equipment (3,133) (1,298)
Cash used to purchase additional interest in MECS Corporation (1,350) --
------------ ------------
Net cash provided (used) by investing activities 41,497 (5,801)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net principal payments on current and long-term debt (6,195) (1,429)
Payments on long-term lease obligations (331) --
Net proceeds from short-term loans 5,671 --
Issuance of common stock 2,289 13,678
------------ ------------
Net cash provided (used) by financing activities 1,434 12,249
------------ ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 64,408 (3,469)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,638 6,382
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 77,046 $ 2,913
============ ============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<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. the ("Company"), a California corporation, and its wholly
owned subsidiaries. Significant intercompany accounts and transactions have been
eliminated. On June 2, 1999 the Company acquired Progressive System
Technologies, Inc. ("PST") in a transaction accounted for using the pooling of
interests accounting method. Accordingly, the restated condensed consolidated
financial statements of the Company give retroactive effect to the merger with
PST and all material intercompany 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 operations 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, 2000 included in its Annual Report on Form 10-K.
Short-term Investments
As of June 30, 2000 and March 31, 2000, the Company's short-term investments
consisted of liquid debt investments with maturities, at the time of purchase,
of one year or less and will remain classified as such until such time they are
subsequently sold and converted to cash. All such investments have been
classified as "available-for-sale" and are carried at fair value, with
unrealized holding gains and losses (which have not been material to date), 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 (expense), 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 three months in
the period ended June 30, 2000. The cost of investments sold is based on
specific identification. The Company does not intend to hold any individual
securities for greater than one year.
Short-term investments by security type consist of the following (dollars in
thousands):
<TABLE>
<CAPTION>
Cost / Fair Value
----------------------------------
June 30, March 31,
2000 2000
--------------- ---------------
(unaudited)
<S> <C> <C>
Debt securities issued by states of the United States and political subdivisions of
the states $10,381 $25,650
Corporate debt securities 36,983 67,684
Foreign equity securities 106 116
--------------- ---------------
Total $47,470 $93,450
=============== ===============
</TABLE>
5
<PAGE>
Supplemental Statements of Cash Flows Disclosure
Cash paid for interest and domestic and foreign income taxes was as follows
(dollars in thousands):
Three Months Ended
June 30,
-----------------------------------
2000 1999
----------- -----------
(unaudited) (unaudited)
Interest..................................... $ 169 $158
Income taxes................................. $ 27 $ 32
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 (dollars in thousands):
June 30, March 31,
2000 2000
----------- -----------
(unaudited)
Raw materials........................ $46,484 $33,432
Work-in-process and finished goods... 14,487 16,050
------- -------
Total $60,971 $49,482
======= =======
Goodwill and Other Assets
Goodwill and other assets, net consisted of the following (dollars in
thousands):
June 30, March 31,
2000 2000
----------- -----------
(unaudited)
Goodwill............................. $33,190 $33,025
Other assets......................... 5,698 3,146
------- -------
Total $38,888 $36,171
======= =======
Intangible Assets
The realizability of intangible assets, which are included in other assets,
net, in the accompanying condensed consolidated balance sheets, is evaluated
periodically as events or circumstances indicate a possible inability to recover
the net carrying amount. Such evaluation is based on various analyses, including
cash flow and profitability projections that incorporate, as applicable, the
impact on existing lines of business. The analyses involve a significant level
of management judgment in order to evaluate the ability of the Company to
perform within projections.
Provision (Benefit) for Income Taxes
The Company recorded a provision for income taxes of $8.6 million and a
benefit for income taxes of ($1.5) million in the three months ended June 30,
2000 and 1999, respectively. The tax provision is attributable to federal, state
and foreign taxes. The provision for income taxes has been reduced for effects
of net operating loss carryforwards, research and development tax credit
carryforwards, tax-exempt interest income, a foreign sales corporation benefit
and a reduction in valuation allowance related to pre-acquisition deferred taxes
of PST. The annual effective income tax rate for the three-month period ended
June 30, 2000 has been impacted by the effects of a non-deductible charge
related to amortization of certain intangible assets primarily related to the
acquisition of MECS in March 2000 and for foreign income and withholding taxes
in excess of the statutory rates.
6
<PAGE>
Earnings (Loss) Per Share
Earnings (loss) 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 dilutive common equivalent shares outstanding. Dilutive common equivalent
shares used in the computation of diluted earnings per share result from the
assumed exercise of stock options, warrants and redeemable convertible preferred
stock, using the treasury stock method.
The following table sets forth the calculation of basic and diluted earnings
(loss) per share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------------
2000 1999
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
Basic earnings (loss) per share:
Net income (loss)................................................... $ 15,885 $ (2,868)
----------- -----------
Weighted average common shares...................................... 32,162 24,456
----------- -----------
Basic earnings (loss) per share................................ $ 0.49 $ (0.12)
=========== ===========
Diluted earnings (loss) per share:
Net income (loss)................................................... $ 15,885 $ (2,868)
----------- -----------
Weighted average common shares...................................... 32,162 24,456
Weighted average common share equivalents:
Options............................................................. 3,215 --
----------- -----------
Diluted weighted average common shares................................ 35,377 24,456
----------- -----------
Diluted earnings (loss) per share......................... $ 0.45 $ (0.12)
=========== ===========
</TABLE>
Comprehensive Income
In 1999, the Company adopted SFAS No. 130 "Reporting Comprehensive Income,"
which establishes standards for reporting and presentation of comprehensive
income. SFAS No. 130, which was adopted by the Company in the first quarter of
1999, requires companies to report a new measure of income (loss). Comprehensive
income is defined as the change in equity of a company during a period from
transactions and other events and circumstances excluding transactions resulting
from investments by owners and distributions to owners and is to include
unrealized gains and losses that have historically been excluded from net income
(loss) and reflected instead in equity. The Company has not had any such
material transactions or events during the periods and therefore comprehensive
income (loss) is the same as the net income (loss) reported in the condensed
consolidated financial statements.
New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument be recorded in the balance sheet as either an asset or liability
measured at its fair value. It requires that changes in the derivative's fair
value be recognized currently in earnings unless specific hedge accounting
criteria are met and that a company must formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. SFAS No. 133 is
effective for fiscal years beginning after June 15, 2000 and cannot be applied
retroactively. The Company has not yet determined the effect SFAS No. 133 will
have on its financial position, results of operations or cash flows.
On December 3, 1999, the SEC staff issued Staff Accounting Bulletin ("SAB")
No. 101. "Revenue Recognition." "Revenue Recognition in Financial Statements,"
SAB No. 101, provides guidance on applying generally accepted accounting
principles to revenue recognition in financial statements. The Company expects
to adopt the accounting change in the fourth quarter of fiscal year 2001 and has
not yet determined the effect SAB No. 101 will have on its consolidated
financial position, results of operations or cash flows.
7
<PAGE>
REPORTABLE SEGMENTS:
In 1999, the Company adopted SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 131 supersedes SFAS 14, "Financial
Reporting for Segments of a Business Enterprise", replacing the "industry
segment" approach with the "management" approach. SFAS 131 designates the
internal organization that is used by management for making decisions,
evaluating performance and allocating resources of the enterprise as the source
of the Company's reportable segments. SFAS 131 also requires disclosures about
products and services, geographic areas and major customers. The adoption of
SFAS 131 did not impact the results of operations or financial position but did
affect the disclosures of segment information.
The Company offers a family of products and related services to provide a
front-end automation and isolation system for wafer handling in semiconductor
manufacturing facilities. All of the Company's activities are aggregated into a
single operating segment. As a result, no operating segment information is
required.
Net sales by geography were as follows (dollars in thousands):
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------------
2000 1999
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
United States........................................................... $ 46,932 $ 12,292
Taiwan.................................................................. 33,126 9,948
Japan................................................................... 17,212 2,646
Europe.................................................................. 7,508 854
Other Asia.............................................................. 18,893 1,346
----------- -----------
Total................................................................ $ 123,671 $ 27,086
=========== ===========
</TABLE>
The net sales by product or service categories comprising the Company's net
sales were as follows
(dollars in thousands):
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------------
2000 1999
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
SMIF Systems............................................................ $ 81,586 $ 22,852
Non-SMIF Systems........................................................ 4,764 --
SMART Traveler Systems.................................................. 11,009 1,579
Robotics................................................................ 18,252 1,333
Services & other........................................................ 8,060 1,322
----------- -----------
Total................................................................ $ 123,671 $ 27,086
=========== ===========
</TABLE>
INVESTMENT IN MECS CORPORATION:
In September 1999, the Company entered into an alliance with MECS, a
manufacturer of robotic systems used to automate sophisticated semiconductor and
flat panel display manufacturing equipment, which provides that MECS will sell
our products and provide local customer support in the Japanese market. In the
three-month period ended June 30, 2000, the Company purchased an additional 4.2
percent interest in MECS in exchange for $1.2 million in cash (plus additional
transaction costs of $0.2 million). As a result, as of June 30, 2000, the
Company has acquired approximately 82.8 percent of the common stock of MECS in
exchange for a total of $14.4 million in cash (including $1.7 million of
transaction costs). We intend to operate MECS largely as a stand-alone entity.
The acquisition was accounted for using the purchase method of accounting in
March 2000 when a majority interest was obtained. Accordingly, results of MEC'S
operations have been combined with those of the Company's, since the date of
acquisition March 23, 2000.
8
<PAGE>
In connection with the acquisition, a portion of the purchase price was
allocated to the net assets acquired based on their estimated fair values. The
net fair values of the tangible assets acquired and liabilities assumed were
approximately $15.3 million and $ 25.3 million, respectively, at March 23, 2000.
As a result of the purchase price allocation, approximately $19.7 million was
assigned to intangible assets related to existing product technology, the
assembled workforce and the excess of purchase price over the net assets
acquired. These intangibles are being amortized over a seven year period. As
of June 30, 2000, charges for amortization of the intangible asset have been
approximately $1.0 million. Management believes that the unamortized balance of
these assets ($20.1 million at June 30, 2000) which is included in other assets,
net, in the accompanying consolidated balance sheets, is recoverable. In
addition, approximately $0.9 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 MECS
products or that the technology has any alternative future use, such in-process
research and development was charged as an expense in fiscal 2000.
The following unaudited proforma consolidation results of operations are
presented as if the acquisition of MECS had been made at April 1, 1997 (dollars
in thousand, except per share amounts).
<TABLE>
<CAPTION>
Three Months Ended
June 30,
-----------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net sales............................................................ $ 123,674 $ 40,533
Net income (loss).................................................... 15,885 (3,183)
Basic earnings (loss) per share...................................... 0.49 (0.13)
Diluted earnings (loss) per share.................................... 0.45 (0.13)
</TABLE>
RELATED PARTY TRANSACTIONS:
At June 30, 2000, the Company held four notes receivable, with balances
totaling $1,450,000 from one executive officer and two other employees of the
Company. At March 31, 2000, the Company held four notes receivable, with
balances totaling $1,250,000, from one executive officer, one former executive
officer and one other employee of the Company. Loans extended to these
individuals amounted to $250,000 and $400,000 during the year ended March 31,
2000 and the period ended June 30, 2000, respectively, and have resulted from
advances made to these individuals to assist in their relocation to California.
The notes bear interest that ranges from 0.0 percent to 10.0 percent per annum
and are fully secured by second deeds of trust on certain real property, as well
as, other pledged securities of the Company owned by the individuals,
respectively. During the year ended March 31, 2000, one of the notes receivable
from the former executive officer totaling $168,750 was forgiven by the Company
in accordance with provisions of the original note. During the period ended June
30, 2000, that same former executive officer repaid an additional $200,000 on a
separate note. The four remaining notes, totaling $1,450,000, outstanding as of
June 30, 2000 mature in May 2002, January 2004 and March 2005, respectively.
9
<PAGE>
Item 2 - Management's Discussion and Analysis of Results of Financial
Condition and Results of Operations
Forward Looking Statements
Except for the historical information contained herein, the following
discussion includes forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934 that involve risks and uncertainties. We intend such forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995,
and we are including this statement for purposes of complying with these safe
harbor provisions. We have based these forward-looking statements on our current
expectations and projections about future events. The Company's actual results
could differ materially. These forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and assumptions,
including those set forth in this section as well as those under the caption,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Words such as "expect," "anticipate," "intend," "plan," "believe," "estimate"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements as a result of certain
factors, including but not limited to those discussed in "Risk Factors" in our
Annual Report on Form 10-K. We undertake no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this document and in our
Annual Report on Form 10-K may not occur. The following discussion of our
financial condition and results of operations should be read in conjunction with
our consolidated financial statements and the related notes included elsewhere
in this report
Asyst is our registered trademark. AXYS, Asyst-SMIF System, SMART-Traveler
System, SMIF-Pod, SMIF-Arms, SMIF-Indexer, SMIF-LPI, SMIF-LPO, SMIF-LPT, SMIF-
E, SMART-Tag, SMART-Comm, SMART-Storage Manager, SMART-Fab, Substrate Management
System, Retical Management System, Wafer Management System, VersaPort 2200,
Global Lot Server, FlouroTrac Auto ID System, and SMART-Station are our
trademarks. This report also contains registered trademarks of other entities.
Overview
Our sales are tied to capital expenditures at wafer fabrication facilities.
The majority of our revenues in any single quarter are typically derived from
relatively few large customers, and our revenues will therefore fluctuate based
on a number of factors, including:
. the timing of significant customer orders;
. the timing of product shipments;
. variations in the mix of products sold;
. the introduction of new products;
. changes in customer buying patterns;
. fluctuations in the semiconductor equipment market;
. the availability of key components; and
. general trends in the economy.
In addition, due to production cycles and customer requirements, we often ship
significant quantities of products in the last month of the quarter. This factor
increases the risk of unplanned fluctuations in net sales since we have limited
opportunity to take corrective actions should a customer reschedule a shipment
or otherwise delay an order during the last month of the quarter.
10
<PAGE>
In June 1999, we acquired all of the shares of Progressive System
Technologies, Inc. ("PST"), which manufactures wafer-sorting equipment used by
semiconductor manufacturers. The acquisition was accounted for as a pooling of
interests. Accordingly, our consolidated financial statements for all periods
presented have been restated to include the financial statements of PST.
In August 1999, we acquired all of the shares of Palo Alto Technologies, Inc.
("PAT"), which is in the process of developing a continuous flow transport
system for use in semiconductor manufacturing facilities. The transaction was
accounted for as a purchase.
In October 1999, March 2000 and June 2000 we purchased approximately 9.9
percent, 68.7 percent and 4.4 percent, respectively, of the common stock of MECS
Corporation ("MECS"), a Japanese engineering and robotics manufacturing company.
The transactions were accounted for as a purchase.
Since the first quarter of our fiscal year ended March 31, 2000, we have
benefited from increases in capital spending by semiconductor manufacturers
worldwide driven by current and anticipated growing demand for memory and logic
chips. During fiscal year ended March 31, 2000, we experienced over 40 percent
sequential increases in net sales in each quarter. For the quarter ended June
30, 2000, net sales grew about 18 percent over the fourth quarter of fiscal year
2000, excluding the net sales of MECS that was acquired late in the previous
quarter. While we are pleased with the sequential growth over the fourth
quarter, we believe that similar sequential growth may be difficult to maintain.
Our customers have absorbed substantial new capacity during the past fifteen
months and it may take several quarters for them to optimize that new capacity
before undertaking the next step in their planned capacity ramps.
We have seen a shift in the international geographical distribution of our net
sales during the last quarter compared to the quarter ended June 30, 1999, as
the percent of net sales from Taiwan has decreased but has been offset by
relatively faster growth in Europe, Singapore and Malaysia. This can be
partially explained by the fact that Taiwan led the rapid capacity expansion
during the past fiscal year, but also by strengthening of demand for
semiconductor devices by European manufacturers and new green-field
semiconductor foundries in Singapore and Malaysia. With the addition of MECS in
this quarter's net sales, Japan net sales have also grown in terms of the
relative percent of net sales for the quarter ended June 30, 2000 compared to
the relative percent of net sales for the same quarter last year.
Three Months Ended June 30, 2000 and 1999
The following table sets forth the percentage of net sales represented by
consolidated statements of operations data for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
------------------------
2000 1999
-------- --------
<S> <C> <C>
Net sales................................... 100.0% 100.0%
Cost of sales............................... 54.7 58.5
------ ------
Gross profit............................. 45.3 41.5
------ ------
Operating expenses:
Research and development.................... 7.9 15.6
Selling, general and administrative......... 17.3 39.6
Goodwill amortization....................... 1.4 2.3
------ ------
Total operating expenses................. 26.6 57.5
------ ------
Operating income (loss).................. 18.7 (16.0)
Other income, net........................... 1.1 (0.1)
------ ------
Income (loss) before provision (benefit)
for income taxes............................ 19.8 (16.1)
Provision (benefit) for income taxes........ 7.0 (5.5)
------ ------
Net Income (loss)........................... 12.8% (10.6)%
====== ======
</TABLE>
11
<PAGE>
Results of Operations
Net Sales. Net sales increased 356.6 percent from $27.1 million for the three
month period ended June 30, 1999, to $123.7 million for the three month period
ended June 30, 2000. Net sales have continued to increase sequentially each
quarter since June 30, 1999 by greater than 40.0 percent, with the exception of
the quarter ended June 30, 2000, in which the sequential increase was 31.6
percent. As a result of the acquisition of MECS in March 2000, robotic product
sales attributed to MECS contributed approximately $12.3 million to the net
sales for the three month period ended June 30, 2000. Excluding the current
contribution of net sales by MECS, net sales for the three month period ended
June 30, 2000 increased $84.3 million or 311.0 percent over the three month
period ended June 30, 1999, and 18.5 percent sequentially over the three month
period ended March 31, 2000. These increases resulted from significant increases
in net sales activities across all our global operations and product families in
the United States, Asian Pacific and European geographic regions, because of
continued demand for our products as capital expenditures of semiconductor
manufacturers continues to increase in efforts to add manufacturing capacity in
response to growth in demand for semiconductor devices.
International sales have increased by approximately $62.0 million for the
three month period ended June 30, 2000 compared to the three month period ended
June 30, 1999. Net sales in Japan have increased by approximately $14.5 million
during the current period, of which $8.9 million is attributed to robotic
product sales of MECS. Absent MECS, net sales in Japan increased by
approximately $5.6 million during the three month period ended June 30, 2000
compared to the three month period ended June 30, 1999. Net sales in Taiwan have
increased by approximately $23.2 million during the current period, of which
$1.7 million is attributed to robotic product sales of MECS. Absent of MECS, net
sales in Taiwan increased by approximately $21.5 million during the three month
period ended June 30, 2000 compared to the three month period ended June 30,
1999. While net sales to Taiwan have increased during the current period, net
sales attributed to Taiwan have decreased as a percentage of international sales
during the current three month period, as a result of even higher rates of
growth in sales activities that we are now experiencing with our other
international customers. Net sales have increased by approximately $8.6 million,
$7.2 million and $6.6 million in Singapore, Malaysia and Europe, respectively,
during the three month period ended June 30, 2000 compared to the three month
period ended June 30, 1999. The increases in net sales during the three month
period ended June 30, 2000 have resulted from new sales wins from several new
international customers, as well as continued product sales to our existing
international customer base. Our results of operations have not been adversely
affected by currency exchange rates because we have invoiced substantially all
of our international sales in United States dollars, except in Japan, but
exchange rates between the Japanese yen and U.S. dollar were moderate during the
quarter. However, there can be no assurance that our results of operations will
not be adversely affected by such fluctuations in the future.
International sales by region for the three month period ended June 30, 2000
and 1999, are summarized as follows (dollars in millions):
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
June 30, 2000 June 30, 1999
(unaudited) (unaudited)
-------------------------------------- -------------------------------------
Geographic Percentage Percentage
Region of of
Net Sales Net Sales Net Sales Net Sales
---------------------------- ------------------ --------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Taiwan $ 33.1 26.8% $ 9.9 36.5%
Japan 17.2 13.9 2.7 10.0
Singapore 9.9 8.0 1.3 4.8
Europe 7.5 6.1 0.9 3.3
Malaysia 7.2 5.8 -- --
Korea 1.9 1.5 -- --
----- ----- -------- --------
$ 76.8 62.1% $ 14.8 54.6%
===== ===== ===== =====
</TABLE>
We have experienced cancellations and delays of orders in the past,
particularly during fiscal year 1999, while the industry was undergoing a
significant downturn. During the three months ended June 30, 2000, cancellation
and delays were not significant. Given the cyclical nature of the semiconductor
industry, we can give no assurance that there will not be future cancellations
or delays in orders.
12
<PAGE>
Gross Margin. Gross margin increased from 41.5 percent of net sales for the
three month period ended June 30, 1999, to 45.3 percent of net sales for the
three month period ended June 30, 2000. The growth of net sales has allowed us
to approach historical gross margins even after factoring in the lower net
margins of robotic product sales, particularly the expected low margins on MECS
robots product sales and substrate management system sales. However, through the
combination of higher net sales covering the indirect manufacturing costs
related to those products, and the impact of continued cost reduction efforts to
reduce direct manufacturing costs, the negative impact on gross margin has been
mitigated by these changes in product mix. On a sequential quarter comparison,
gross margins fell to 45.3 percent compared to 47.0 percent in the fourth
quarter of our fiscal year 2000, due to the addition of MECS product sales and
an increasing mix of lower margin robotic and substrate management system sales
during the current quarter. It remains our goal to improve gross margins as a
percentage of net sales in the future through reduction of direct manufacturing
costs and increased leverage of the indirect manufacturing costs through higher
net sales.
Research and Development. Research and development expenses increased 129.5
percent from $4.2 million for the three month period ended June 30, 1999, to
$9.7 million for the three month period ended June 30, 2000. Research and
development expenses decreased as a percentage of net sales from 15.6 percent
for the three month period ended June 30, 1999 to 7.9 percent for the three
month period ended June 30, 2000. The increase in research and development
expense is the result of increased spending to support our new SMIF-300 product
series, Plus Portal and product transport technologies. Additional spending was
made on continuing product enhancements and additions to our 200mm product line
and additional product development and enhancement activities related to our
acquisitions of Hine Design Incorporated ("HDI"), PST and MECS. However,
research and development costs for the three month period ended June 30, 2000
were below planned budgeted spending amounts due to the limited engineering
resources available to us. The decrease in research and development expenses as
a percentage of net sales for the comparative three month periods is due
primarily to our net sales increasing at a higher rate than the increase in
spending for research and development activities. We expect that our research
and development expenses may increase in future periods, but will fluctuate as a
percentage of net sales.
Selling, General and Administrative. Selling , general and administrative
expenses increased 100.0 percent from $10.7 million for the three month period
ended June 30, 1999, to $21.5 million for the three month period ended June 30,
2000. The inclusion of selling, general and administrative activities of PAT and
MECS, both acquired after June 30, 1999, has increased selling, general and
administrative expenses by approximately $2.0 million over the comparable period
in 1999. Employee headcount in the selling, general and administrative
activities, excluding PAT and MECS, has increased by 69.0 percent from
approximately 500 employees as of June 30, 1999 to approximately 840 employees
as of June 30, 2000. This increase was necessary to support increased marketing
efforts, expansions in sales and other functional areas of operations driven by
the increase in our net sales and has resulted in increased facility costs in
order to accommodate the additions to our work force. Additionally, sales
commission expense and incentive based compensation and bonuses have increased
due to higher net sales and improved profitability. Selling, general and
administrative expenses have decreased as a percentage of net sales from 39.6
percent for the three month period ended June 30, 1999 to 17.4 percent for the
three month period ended June 30, 2000. The decrease in selling, general and
administrative expenses as a percentage of net sales is due primarily to net
sales growing at a much higher rate than the increase in spending in selling,
general and administrative activities.. We expect that selling, general and
administrative expenses may increase in future periods due to expected growth in
net sales and new acquisitions, although the spending may vary as a percentage
of net sales.
Goodwill Amortization. The purchase price allocations associated with certain
of our acquisitions have resulted in the assignment of amounts to intangible
assets related to the existing product technology, the assembled workforce and
the excess purchase price over the net assets acquired. These amounts are being
amortized over periods ranging from three to fourteen years. Goodwill
amortization expense was $1.7 million and $0.6 million for the three month
period ended June 30, 2000 and 1999, respectively. During the three-month period
ended June 30, 2000, goodwill amortization expense increased by approximately
$1.1 million over the same period last year due primarily to the amortization of
the goodwill associated with the acquisition of MECS in March 2000.
13
<PAGE>
Other Income (expense), Net. Other income (expense), net, includes interest
income, interest expense, royalty income and foreign exchange gain and loss,
which has not been material. Other income (expense), net, increased from less
than ($0.01) million for the three months ended June 30, 1999 to $1.3 million
for the three months ended June 30, 2000. Other income (expense), net was lower
during the three months ended June 30, 1999 due to a lower weighted average
investment balance. Our average cash, cash equivalents and short-term
investments balance for the three months ended June 30, 1999 was approximately
$36.3 million compared to $115.3 million for the three months ended June 30,
2000. Interest income increased from approximately $0.4 million during the three
month period ended June 30, 1999 to approximately $1.5 million during the three
month period ended June 30, 2000. Our average current and long-term debt balance
increased from $2.5 million for the three months ended June 30, 1999 to $28.6
million for the three months ended June 30, 2000, due to debt assumed in our
acquisition of MECS in March 2000 . Interest expense was approximately $0.2
million during each of the three month periods ended June 30, 1999 and 2000.
Provision (Benefit) for Income Taxes. We reported a provision for income taxes
of $8.6 million, representing an annual effective income tax rate of 35.2
percent for the three month period ended June 30, 2000. We reported a benefit
for income taxes of $1.5 million, representing an annual effective income tax
rate of 34.0 percent for the three month period ended June 30, 1999. The
provision (benefit) for income taxes is attributable to federal, state and
foreign taxes. The annual effective income tax rate for the three month periods
ended June 30, 2000 reflects the benefits of tax free interest income, net
operating loss carryforwards, research and development tax credits and a
deduction related to foreign sales corporation. Additionally, the current
annual effective income tax rate reflects the benefit of the release of a
valuation allowance related to deferred benefits previously reserved for,
related to the utilization of net operating losses of PST, due to uncertainty as
to the ability of PST to generate future taxable income. Conversely, the annual
effective income tax rate for the three month period ended June 30, 2000 has
been adversely effected due to the effects of a non-deductible charge of $1.1
million related to amortization of certain intangible assets primarily related
to the acquisition of MECS in March 2000 and for foreign income and withholding
taxes in excess of the statutory rates. Absent of the amortization charges, the
annual effective income tax rate would have been 33.6 percent. For the three
month period ended June 30, 1999, the benefit for income taxes was impacted by
foreign income and withholding taxes in excess of the statutory rates, the lack
of Foreign Sales Corporation benefit due to net operating losses and
limitations.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
Although we operate and sell products in various global markets, substantially
all sales are denominated in the U.S. dollar therefore reducing the foreign
currency risk. To date, the foreign currency transactions and exposure to
exchange rate volatility have not been significant. We cannot anticipate with
certainty the effect of inflation on our operations. To date, inflation has not
had a material impact on our net sales or results of operations, however, with
the industry's upturn currently underway; labor markets are tightening thus
putting upward pressure on current labor costs. Our exposure to market risk for
changes in interest rates relate primarily to the investment portfolio. Our
investment portfolio consists of short-term, fixed income securities and by
policy is limited by the amount of credit exposure to any one issuer. Fixed rate
securities have their fair market value adversely affected due to rise in
interest rates. To date, the change in interest rate markets has not had a
material impact on our results of operations or the market value of our
investments. There can be no assurance that foreign currency risk, inflation
and/or interest rate risk will not have a material impact on our financial
position, results of operations or cash flow in the future.
14
<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"), Emtrak, Inc. ("Emtrak") and
Empak, Inc. ("Empak") alleging infringement of two patents related to the
Company's SMART Traveler System. 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 filed counter claims, seeking a judgment declaring the
patents invalid, unenforceable and not infringed. Jenoptik, Infab, and
Emtrak also alleged that the Company has violated federal antitrust laws
and engaged in unfair competition. 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. In November 1998, the court granted defendants' motion for
partial summary judgment as to most of the patent infringement claims and
invited further briefing as to the remainder. In January 1999, the court
granted the Company's motion for leave to seek reconsideration of the
November summary judgment order and also, pursuant to a stipulation of the
parties, dismissed without prejudice two of the three antitrust counter
claims brought by the defendants. Since then, the parties stipulated to,
and the court has ordered, the dismissal with prejudice of the defendants'
unfair competition and remaining antitrust counterclaim, and the Company's
breach of fiduciary duty, misappropriation of trade secrets and unfair
business practices claims. On June 4, 1999, the court issued an order by
which it granted the Company's motion for reconsideration in the sense that
it considered the merits of the Company's arguments, but decided that it
would not change its prior ruling on summary judgment and would also grant
summary judgment for defendants on the remaining patent infringement claim.
The Company intends to appeal this judgement.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
A form 8-K was filed on April 7, 2000, related to the second
phase of an acquisition of MECS Corporation by the Company. A
form 8-K was filed on June 6, 2000, related to a two for one
stock split announced by the Company on January 3, 2000. A
form 8-K/A was filed on June 6, 2000, related to the second
phase of an acquisition of MECS Corporation by the Company.
15
<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: August 14, 2000 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
16
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
-------------- ----------------------
10.1 Employment Agreement between the Company and Pat Boudreau,
dated May 25, 2000
10.2 Master lease between the Company and Lease Plan North America,
Inc., dated June 30, 2000.
27.1 Financial Data Schedule
17
