-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, La3KYjAHrpmX1V7sZQZKWUumQHy1gEJ8U6kqLZfN50gBzIp1Z2gEULO3twp3Pp+y IPNc0p6Nzdcitshe1nr1Vg== 0000046709-95-000004.txt : 19950718 0000046709-95-000004.hdr.sgml : 19950718 ACCESSION NUMBER: 0000046709-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950714 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELIX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000046709 STANDARD INDUSTRIAL CLASSIFICATION: 3559 IRS NUMBER: 042423640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-06866 FILM NUMBER: 95553985 BUSINESS ADDRESS: STREET 1: NINE HAMPSHIRE STREET STREET 2: NINE HAMPSHIRE ST CITY: MANSFIELD STATE: MA ZIP: 02048 BUSINESS PHONE: 5083375111 MAIL ADDRESS: STREET 1: NINE HAMPSHIRE STREET CITY: MANSFIELD STATE: MA ZIP: 02048 FORMER COMPANY: FORMER CONFORMED NAME: CRYOGENIC TECHNOLOGY INC DATE OF NAME CHANGE: 19760707 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ___________________________ [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the Quarter Ended June 30, 1995. 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 0-6866 HELIX TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2423640 (State of incorporation) (IRS Employer Identification No.) Mansfield Corporate Center Nine Hampshire Street Mansfield, Massachusetts 02048-9171 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (508) 337-5111 _______________________________ Indicate by checkmark 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 ninety days. Yes X No___ Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock as of the latest practicable date. Class of Common Stock Outstanding at June 30, 1995 $1.00 par value 9,774,444 Shares HELIX TECHNOLOGY CORPORATION Form 10-Q INDEX Page Part I. FINANCIAL INFORMATION Item 1. Financial Statements.............................3-7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......8 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders............................................9 Item 6(a). Exhibits..........................................10 Item 6(b). Reports on Form 8-K...............................10 Signature..........................................................11 HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS June 30, 1995 Dec. 31, 1994 (in thousands) (unaudited) (audited) ASSETS Current: Cash and cash equivalents $11,217 $ 8,050 Receivables - net of allowances 12,456 12,219 Inventories (Note 4) 12,261 9,556 Deferred income taxes (Note 3) 2,460 2,460 Other current assets 586 586 Total Current Assets 38,980 32,871 Property, plant and equipment at cost 24,155 22,750 Less: accumulated depreciation (15,925) (14,913) Net property, plant and equipment 8,230 7,837 Other assets 6,289 4,678 TOTAL ASSETS $53,499 $45,386 LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 5,814 $ 4,896 Payroll and compensation 1,991 3,305 Retirement costs 893 610 Income taxes 736 1,182 Other accrued liabilities 427 450 Total Current Liabilities 9,861 10,443 Deferred income taxes (Note 3) 562 562 Capitalized lease obligations 12 36 Preferred stock, $1 par value; authorized 2,000,000 shares; issued and outstanding: none - - Common stock, $1 par value; authorized 30,000,000 shares; issued: 9,850,492 in 1995 and 9,667,642 in 1994 9,850 9,668 Capital in excess of par value 4,707 2,157 Treasury stock (76,048 shares) (2,553) - Currency translation adjustment 2,397 1,043 Retained earnings 28,663 21,477 Total Stockholders' Equity 43,064 34,345 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $53,499 $45,386 The accompanying notes are an integral part of these financial statements. Page 3 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS For the three and six-month periods ended June 30, 1995 and July 1, 1994 (unaudited) (in thousands except per share data) June 30, 1995 July 1, 1994 Three Six Three Six Months Months Months Months Net Sales $29,030 $56,184 $21,251 $40,036 Costs and expenses: Cost of sales 16,120 31,190 12,422 24,431 Research and development 1,106 2,228 1,067 2,019 Selling, general and administrative 4,356 9,034 3,754 6,938 21,582 42,452 17,243 33,388 Operating income 7,448 13,732 4,008 6,648 Joint venture income 370 878 97 169 Other 92 182 (72) (81) Income before taxes 7,910 14,792 4,033 6,736 Income taxes (Note 3) 2,927 5,473 1,412 2,358 Net income $ 4,983 $ 9,319 $ 2,621 $ 4,378 Net income per common share $ 0.50 $ 0.93 $ 0.27 $ 0.45 Weighted average shares 10,016 10,003 9,824 9,786 The accompanying notes are an integral part of these financial statements. Page 4 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the 26 weeks ended (in thousands) June 30, 1995 July 1, 1994 Cash flows from operating activities: Net income $ 9,319 $4,378 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization 1,207 976 Undistributed earnings of joint venture, other (257) 63 Net change in operating assets and liabilities (A) (3,524) (1,984) Net cash provided by operating activities 6,745 3,433 Cash flows from investing activities: Capital expenditures net of property sold or retired (1,600) (782) Net cash used by investing activities (1,600) (782) Cash flows from financing activities: Treasury Stock - Exercise of Employee Stock Options (2,553) - Decrease in capital lease obligations (24) (31) Net cash provided by employee stock plans 2,732 604 Cash dividends paid (2,133) (1,148) Net cash used by financing activities (1,978) (575) Increase/(decrease) in cash and cash equivalents 3,167 2,076 Cash and cash equivalents, at the beginning of the period 8,050 1,677 Cash and cash equivalents, at the end of the period $11,217 $ 3,753 (A) Change in operating assets and liabilities: (Increase)/decrease in accounts receivable $ (237) $(2,434) (Increase)/decrease in inventories (2,705) (609) (Increase)/decrease in other current assets - 205 Increase/(decrease) in accounts payable 918 1,479 Increase/(decrease) in other accrued expenses (1,500) (625) Net change in operating assets and liabilities $(3,524) $(1,984) The accompanying notes are an integral part of these financial statements. Page 5 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 In the opinion of the Company, the accompanying consolidated financial statements for the periods ending June 30, 1995, and July 1, 1994, contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 1995, and December 31, 1994, and the results of operations and cash flows for the periods ended June 30, 1995 and July 1, 1994. The results of operations for the six-month period ended June 30, 1995, are not necessarily indicative of the results expected for the full year. The condensed financial statements included herein have been prepared by the Company, without audit of the six-month periods ending June 30, 1995, and July 1, 1994, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to present fairly the Company's financial position. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. Note 2 Net Income Per Common Share Net income per common share is based upon the weighted average number of common shares and common share equivalents outstanding during the periods, as determined by use of the treasury stock method. Primary and fully- diluted net income per common share are essentially the same for the periods presented. Page 6 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3 Income Taxes The federal, state and foreign income tax provisions of $5,473,000 and $2,358,000 for the six-month periods ended June 30, 1995, and July 1, 1994, respectively, reflect the effects of various available tax credits. Tax credits are treated as reductions of income tax provisions in the year in which the credits are realized. The Company does not provide for United States taxes on the undistributed earnings of its wholly owned foreign subsidiaries. A certain level of export income of the Company's Foreign Sales Corporation (FSC) is permanently exempt from federal income tax; accordingly, the income tax provisions for the six-month periods ended June 30, 1995, and July 1, 1994, include the federal tax benefit on export income of the FSC. The effective income tax rate for the six-month periods ended June 30, 1995, and July 1, 1994, was 37.0% and 35.0%, respectively. The major components of deferred tax assets and liabilities are inventory valuation, compensation and depreciation, respectively. Based on past experience, the Company expects that the future taxable income will be sufficient for the realization of the deferred tax assets. The Company believes that a valuation allowance is not required. Note 4 Inventories (in thousands) June 30, 1995 Dec. 31, 1994 Finished goods $ 3,533 $2,404 Work in process 6,457 6,115 Materials and parts 2,251 1,037 Net inventories 12,261 9,556 Inventories are stated at the lower of cost of market on a first-in, first- out basis. Page 7 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Sales for the quarter were $29.0 million compared with $21.3 million a year ago. Sales for the six month period were $56.2 million compared with $40.0 million in the first half of 1994. The continuing increase in sales is the result of record shipments of ON-BOARD vacuum pump systems. Gross profit percentage for the quarter was 44.5% compared with 41.5% a year ago. Gross profit percentage for the first half of 1995 was 44.5% versus 39.0% for the first half of 1994. The improved profit margins in 1995 resulted from increased sales of ON-BOARD systems. Also, last year's results included the impact of the low margin Maverick Missile Program which was completed in the first quarter of 1994. Research and development expenditures increased $209 thousand in the first half of 1995 compared with the same period last year. Selling, general and administrative expense increased by $2.1 million in the first half of 1995 versus the first half of 1994. This increase is partially related to the increased expenses associated with higher sales. Operating income increased by $3.4 million compared with the second quarter of 1994. Operating income for the first six months of 1995 increased by $7.1 million compared with the same period a year ago. Higher sales coupled with operational improvements are the primary reasons for the increase in operating income. Income from the Company's joint venture in Japan increased $709 thousand in the first half of 1995 compared with the same period last year. Liquidity and Capital Resources Cash provided by operating activities for the first half of 1995 was $6.7 million compared with $3.4 million for the comparable period last year. Capital expenditures for the first half of 1995 increased by $800 thousand compared to the first half of 1994. The Company has informal bank lines of credit available under various short- term borrowing agreements totaling $12.0 million. There were no borrowings under these agreements at the end of the first half of 1995. Cash dividends paid to stockholders during the first half of 1995 were $2.1 million. The Company believes anticipated cash flow from operations and funds available under existing credit lines will be adequate to meet its anticipated requirements. Page 8 HELIX TECHNOLOGY CORPORATION PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Stockholders was held on April 20, 1995. Proposal I submitted to a vote of security holders at the meeting was the election of Directors. The following Directors, being all the Directors of the Corporation, were elected at the meeting, with the number of votes cast for each Director or withheld from each Director being set forth after his respective name: Name Votes For Votes Withheld R. Schorr Berman 8,027,130 580,035 Frank Gabron 8,026,530 580,635 Milton C. Lauenstein 8,026,530 580,635 Robert J. Lepofsky 8,025,990 581,175 Marvin G. Schorr 8,026,690 580,475 Wickham Skinner 8,026,930 580,235 Mark S. Wrighton 8,026,730 580,435 No abstentions or broker non-votes were recorded. Proposal II submitted to a vote of security holders at the meeting was an amendment of the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 10,000,000 shares to 30,000,000 shares. Votes cast were as follows: For Against Abstain No Vote 6,752,258 1,753,201 101,705 1 The proposal was approved. Proposal III submitted to a vote of security holders at the meeting was an amendment of the company's Certificate of Incorporation to provide for an increase in the number of authorized shares of Preferred Stock from 2,000,000 to 5,000,000. Votes cast were as follows: For Against Abstain No Vote 4,600,506 2,565,826 109,858 1,330,975 The proposal was not approved as a 51% majority was not obtained. Page 9 HELIX TECHNOLOGY CORPORATION PART II. OTHER INFORMATION Item 6(a). Exhibits 4A Description of Common Stock (incorporated herein, by reference to Exhibit 3 to the Form 10-Q for the quarter ended September 30, 1988). 4B Description of Preferred Stock (incorporated herein, by reference to Exhibit 3 to the Form 10-Q for the quarter ended September 30, 1988). Item 6(b). Reports on Form 8-K No Form 8-K was required to be filed during the quarter ended June 30, 1995. Page 10 HELIX TECHNOLOGY CORPORATION 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. HELIX TECHNOLOGY CORPORATION (Registrant) July 14, 1995 Stephen D. Allison By: Date Stephen D. Allison Vice President and Chief Financial Officer On-Board is a registered trademark of Helix Technology Corporation. Page 11 EX-27 2
5 6-MOS DEC-31-1995 JUN-30-1995 11,217 0 12,609 (153) 12,261 38,980 24,155 (15,925) 53,499 9,861 0 9,850 0 0 33,214 53,499 56,184 56,184 31,190 11,262 (1,060) 0 0 14,792 5,473 9,319 0 0 0 9,319 0.93 0.93
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