-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmWqthD7lXCH2V+NKWYq06hBJn3/7qWUy28Bp5X98U5c4EkbyzvCrEq4yZc8oCxh SClxfPEU0p5B/+khda63LQ== 0000046709-97-000009.txt : 19971027 0000046709-97-000009.hdr.sgml : 19971027 ACCESSION NUMBER: 0000046709-97-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970926 FILED AS OF DATE: 19971024 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HELIX TECHNOLOGY CORP CENTRAL INDEX KEY: 0000046709 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042423640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-06866 FILM NUMBER: 97700263 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 September 26, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from_______ to _______ Commission File Number 0-6866 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 September 26, 1997 $1.00 par value 9,883,803 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 8-10 Part II. OTHER INFORMATION Item 6 (a). Exhibits 11 Item 6 (b). Reports on Form 8-K 11 Signature 12 HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS Sept. 26, 1997 Dec. 31, 1996 (in thousands) (unaudited) (audited) ASSETS Current: Cash and cash equivalents $30,610 $29,378 Receivables - net of allowances 20,916 11,525 Inventories (Note 4) 10,610 12,370 Deferred income taxes (Note 3) 3,414 3,414 Other current assets 927 842 Total Current Assets 66,477 57,529 Property, plant and equipment at cost 25,772 24,219 Less: accumulated depreciation (16,574) (15,837) Net property, plant and equipment 9,198 8,382 Other assets 6,641 5,848 TOTAL ASSETS $82,316 $71,759 LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 7,374 $ 4,780 Payroll and compensation 3,832 3,438 Retirement costs 2,824 2,212 Income taxes 2,257 1,049 Other accrued liabilities 412 442 Total Current Liabilities 16,699 11,921 Commitments - - Stockholders' Equity: 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 and outstanding: 9,893,203 in 1997 and 9,862,590 in 1996 9,893 9,863 Capital in excess of par value 4,704 3,162 Treasury stock (9,400 shares) (340) - Currency translation adjustment 444 833 Retained earnings 50,916 45,980 Total Stockholders' Equity 65,617 59,838 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $82,316 $71,759 The accompanying notes are an integral part of these financial statements. Page 3 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS For the three and nine-month periods ended September 26, 1997 and September 27, 1996 (unaudited) (in thousands except per share data) Three Months Ended Nine Months Ended Sept. 26 Sept. 27 Sept. 26 Sept. 27 1997 1996 1997 1996 Net Sales $35,622 $25,122 $97,575 $104,679 Costs and expenses: Cost of sales 18,870 13,469 51,930 55,288 Research and development 2,083 2,062 6,305 5,660 Selling, general and administrative 6,410 4,620 18,189 16,250 27,363 20,151 76,424 77,198 Operating income 8,259 4,971 21,151 27,481 Joint venture income 426 469 1,341 1,221 Interest income 384 333 1,102 921 Other (12) 8 (39) (44) Income before taxes 9,057 5,781 23,555 29,579 Income taxes (Note 3) (3,025) (1,906) (8,244) (10,789) Net income $ 6,032 $ 3,875 $15,311 $ 18,790 Net income per common share $ 0.60 $ 0.39 $ 1.53 $ 1.88 Average shares and equivalents 10,013 9,970 9,983 9,980 The accompanying notes are an integral part of these financial statements. Page 4 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) For the nine months ended Sept. 26 Sept. 27 (in thousands) 1997 1996 Cash flows from operating activities: Net income $15,311 $18,790 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 2,328 2,463 Undistributed earnings of joint venture, other (1,182) (878) Net change in operating assets and liabilities (A) (1,699) 1,241 Net cash provided by operating activities 14,758 21,616 Cash flows from investing activities: Capital expenditures (3,144) (2,685) Net cash used by investing activities (3,144) (2,685) Cash flows from financing activities: Shares tendered for exercise of stock options (311) (2,065) Net cash provided by employee stock plans 303 926 Purchase of treasury stock - (975) Cash dividends paid (10,374) (9,340) Net cash used by financing activities (10,382) (11,454) Increase in cash and cash equivalents 1,232 7,477 Cash and cash equivalents, at the beginning of the period 29,378 21,697 Cash and cash equivalents, at the end of the period $30,610 $29,174 (A) Change in operating assets and liabilities: (Increase)/decrease in accounts receivable $(9,391) $ 5,191 (Increase)/decrease in inventories 1,760 (771) (Increase)/decrease in other current assets (85) (67) Increase/(decrease) in accounts payable 2,594 (2,186) Increase/(decrease) in other accrued expenses 3,423 (926) Net change in operating assets and liabilities $(1,699) $ 1,241 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 ended September 26, 1997, and September 27, 1996, contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of September 26, 1997, and December 31, 1996, and the results of operations and cash flows for the periods ended September 26, 1997, and September 27, 1996. The results of operations for the nine-month period ended September 26, 1997, 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 nine-month periods ended September 26, 1997, and September 27, 1996, 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 $8,244,000 and $10,789,000 for the nine-month periods ended September 26, 1997, and September 27, 1996, 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 nine-month periods ended September 26, 1997, and September 27, 1996, include the federal tax benefit on export income of the FSC. The effective income tax rate for the nine-month periods ended September 26, 1997, and September 27, 1996, was 35.0% and 36.48%, respectively. The major components of deferred tax assets and liabilities are inventory valuation, compensation and leases, 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) Sept. 26, 1997 Dec. 31, 1996 Finished goods $ 3,307 $ 3,854 Work in process 6,952 7,655 Materials and parts 351 861 Net inventories $10,610 $12,370 Inventories are stated at the lower of cost or 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 Revenues for the third quarter were $35.6 million, an increase of $10.5 million or 42% compared with the third quarter a year ago. Revenues for the nine-month period were $97.6 million compared with $104.7 million in the first nine months of 1996, a decrease of 7%. Revenues have continued their sequential quarterly improvement during 1997, as the global market for semiconductor capital equipment has strengthened, after a slowdown which began during the second half of 1996. Gross profit percentage for the quarter was 47.0% compared with 46.4% a year ago. Gross profit percentage for the first nine months of 1997 was 46.8% versus 47.2% for the first nine months of 1996. The Company's flexible manufacturing strategies and on-going cost reduction initiatives have resulted in continued strong gross profit performance, despite the year to year reduction in sales. Research and development expenditures increased $.6 million in the first nine months of 1997 compared with the same period last year as the Company continues to introduce new products. Total selling, general and administrative expense increased by $1.9 million in the first nine months of 1997 versus the first nine months of 1996, primarily due to increased selling and variable compensation expenses. Operating income in the third quarter increased $3.3 million compared with the third quarter of 1996 because of higher revenue levels. Operating income for the first nine months of 1997 decreased by $6.3 million compared with the same period a year ago due to lower revenue levels. The Company's provision for income taxes was $8.2 million and $10.8 million for the first nine months of 1997 and 1996, respectively. The effective tax rate for the first nine months of 1997 was 35.0% versus 36.48% for the first nine months of 1996. The lower tax rate is primarily due to increased tax credits for research and development expenditures. The difference between the statutory federal rate and the Company's effective tax rate is due to state and foreign income taxes. Liquidity and Capital Resources Cash provided by operating activities for the first nine months of 1997 was $14.8 million compared with $21.6 million for the comparable period last year. The Company's informal bank lines of credit amount to $12.0 million. There were no borrowings under these agreements during 1997 or 1996. Cash dividends paid to stockholders during the first nine months of 1997 were $10.4 million compared with $9.3 million for the first half of 1996. Page 8 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) At the Company's Board of Directors Meeting held on October 16, 1997, the Company's Board of Directors declared a two-for-one common stock split, which will be effected in the form of a 100 percent stock dividend. Stockholders will receive one share of common stock for each share owned. Stock certificates will be distributed on November 13, 1997, to stockholders of record on October 30, 1997. The Company's Board of Directors also increased the quarterly dividend by 20 percent to $0.42 per share on a present (pre-split) basis. The dividend will be payable on November 13, 1997, to stockholders of record on October 30, 1997. After adjusting for the stock split, the quarterly dividend will be $0.21 per common share. Total outstanding shares after the stock split will be approximately 19.8 million shares compared with the current outstanding shares of about 9.9 million. The Company manages its foreign exchange rate risk arising from intercompany foreign currency denominated transactions through the use of foreign currency forward contracts. The gains and losses on these transactions are not material. The Company believes anticipated cash flow from operations will be adequate to meet its anticipated requirements. Business Risks and Uncertainties The Company operates in a changing and cyclical business environment that involves a number of risks, some of which are beyond the Company's control. The Company's future results will depend on its ability to manage the cyclical nature of the semiconductor capital equipment industry, the Company's ability to introduce new products to meet its customers' demands for higher productivity and reliability, and the dependence of the Company on key customers and key suppliers. Forward-Looking Statements This 10-Q, other SEC filings, and pronouncements and press releases made from time to time by the Company through its senior management may include a number of forward-looking statements, including, but not limited to, statements with respect to the Company's future financial performance, operating results, plans and objectives. Such statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated Page 9 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) by such statements depending upon a variety of factors, some of which are itemized in the "Business Risks and Uncertainties" section above. The Company undertakes no responsibility to update any forward-looking statements which may be made to reflect events or circumstances occurring after the dates the statements were made or to reflect the occurrence of unanticipated events. New Accounting Pronouncements In February, 1997, the Financial Accounting Standards Board issued Financial Accounting Standards No. 128, "Earnings Per Share" (SFAS 128). SFAS 128 specifies the computation, presentation and disclosure requirements for earnings per share and is effective for periods ending after December 15, 1997. Adoption of this accounting standard is not expected to have a material effect on the earnings per share computation of the Company. In June, 1997 the Financial Accounting Standards Board issued Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). SFAS 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. The impact of adopting SFAS 130, which is effective for the Company in 1998, has not been determined. In June, 1997 the Financial Accounting Standards Board issued Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131). SFAS 131 requires public companies to report segment information on the basis used internally to measure segment performance in complete financial statements and in condensed interim financials issued to stockholders. This segment information includes their products and services, the geographic areas in which they operate and their major customers. The impact of adopting SFAS 131, which is effective for the Company in 1998, has not been determined. Page 10 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). 27 Financial Data Schedule (EDGAR version only). Item 6(b). Reports on Form 8-K No Form 8-K was required to be filed during the quarter ended September 26, 1997. Page 11 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) Date: October 24, 1997 By: Michael El-Hillow Senior Vice President, Chief Financial Officer and Chief Accounting Officer Page 12 EX-27 2
5 9-MOS DEC-31-1997 SEP-26-1997 30,610 0 21,062 (146) 10,610 66,477 25,772 (16,574) 82,316 16,699 0 0 0 9,893 55,724 82,316 97,575 97,575 51,930 24,494 (2,404) 0 0 23,555 8,244 15,311 0 0 0 15,311 1.53 1.53
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