-----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, M55Qe58LSyfQmqqpgOaojxGWABEz/2YCVH7c1rl+CJwPElHdKkS1lle+Ld2LqK8L ECfAOq8+k3/H2yOTYgJwVQ== /in/edgar/work/20000728/0000046709-00-000006/0000046709-00-000006.txt : 20000921 0000046709-00-000006.hdr.sgml : 20000921 ACCESSION NUMBER: 0000046709-00-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000728 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: SEC FILE NUMBER: 000-06866 FILM NUMBER: 681199 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 0001.txt FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000 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, 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 0-6866 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 [ ] The number of shares outstanding of the registrant's Common Stock, $1 par value, as of June 30, 2000 was 22,536,204. HELIX TECHNOLOGY CORPORATION Form 10-Q INDEX Page Part I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999.........................................................3 Consolidated Statements of Operations for the Three and Six-Month Periods Ended June 30, 2000 and July 2, 1999..............................4 Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2000 and July 2, 1999..............................5 Notes to Consolidated Financial Statements................................6-9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...........10-13 Item 3. Quantitative and Qualitative Disclosures about Market Risk ......................................................13 Part II. OTHER INFORMATION Item 1. Legal Proceedings..........................................14 Item 4. Submission of Matters to a Vote of Security Holders........14 Item 6 (a). Exhibits...................................................14 Item 6 (b). Reports on Form 8-K........................................14 Signature..................................................................15 HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------------------------- June 30, 2000 December 31, 1999 (in thousands except per share data) (unaudited) (audited) - --------------------------------------------------------------------------------------------------- ASSETS Current: Cash and cash equivalents $ 9,934 $ 11,408 Investments (Note 2) 16,258 15,912 Receivables - net of allowances 32,019 19,479 Inventories (Note 3) 20,983 18,442 Deferred income taxes (Note 4) 7,040 7,040 Other current assets 1,940 1,626 - --------------------------------------------------------------------------------------------------- Total Current Assets 88,174 73,907 - --------------------------------------------------------------------------------------------------- Property, plant and equipment at cost 45,013 38,724 Less: accumulated depreciation (29,550) (28,093) - --------------------------------------------------------------------------------------------------- Net property, plant and equipment 15,463 10,631 Other assets 10,519 9,117 - --------------------------------------------------------------------------------------------------- TOTAL ASSETS $114,156 $ 93,655 =================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 12,686 $ 8,490 Payroll and compensation 1,652 4,768 Retirement costs 5,088 4,561 Income taxes (Note 4) 10,568 3,238 Other accrued liabilities 961 975 - --------------------------------------------------------------------------------------------------- Total Current Liabilities 30,955 22,032 - --------------------------------------------------------------------------------------------------- Commitments - - Stockholders' Equity: Preferred stock, $1 par value; authorized 2,000,000 shares; issued and outstanding: none - - Common stock, $1 par value; authorized 60,000,000 shares; issued and outstanding: 22,536,204 in 2000 and 22,375,631 in 1999 22,536 22,376 Capital in excess of par value 9,323 9,314 Treasury stock, $1 par value (14,975 shares in 2000 and 11,602 shares in 1999) (827) (198) Retained earnings 51,382 39,063 Accumulated other comprehensive income (Note 6) 787 1,068 - --------------------------------------------------------------------------------------------------- Total Stockholders' Equity 83,201 71,623 - --------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $114,156 $ 93,655 =================================================================================================== The accompanying notes are an integral part of these financial statements.
Page 3 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
- -------------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30, July 2, June 30, July 2, (in thousands except per share data) 2000 1999 2000 1999 - -------------------------------------------------------------------------------------------------------------- Net sales $58,525 $32,533 $108,575 $58,433 - -------------------------------------------------------------------------------------------------------------- Costs and expenses: Cost of sales 30,858 18,379 56,806 33,490 Research and development 3,934 2,553 7,209 4,619 Selling, general and administrative 10,457 7,597 20,245 14,754 - -------------------------------------------------------------------------------------------------------------- 45,249 28,529 84,260 52,863 - -------------------------------------------------------------------------------------------------------------- Operating income 13,276 4,004 24,315 5,570 Joint venture income 1,056 211 1,598 348 Interest and other income 240 192 537 428 - -------------------------------------------------------------------------------------------------------------- Income before taxes 14,572 4,407 26,450 6,346 Income taxes (Note 4) 4,808 1,415 8,728 2,094 - -------------------------------------------------------------------------------------------------------------- Net income $ 9,764 $ 2,992 $ 17,722 $ 4,252 ============================================================================================================== Net income per share: Basic (Note 5) $ 0.43 $ 0.13 $ 0.79 $ 0.19 Diluted (Note 5) $ 0.43 $ 0.13 $ 0.78 $ 0.19 ============================================================================================================== Number of shares used in per share calculations: Basic (Note 5) 22,516 22,319 22,468 22,313 Diluted (Note 5) 22,796 22,514 22,848 22,493 ============================================================================================================== The accompanying notes are an integral part of these financial statements.
Page 4 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
- --------------------------------------------------------------------------------------------- Six Months Ended (in thousands) June 30, 2000 July 2, 1999 - --------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 17,722 $ 4,252 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,968 2,043 Other (1,285) 5 Net change in operating assets and liabilities (A) (3,405) (4,015) - --------------------------------------------------------------------------------------------- Net cash provided by operating activities 15,000 2,285 - --------------------------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (6,800) (1,735) Purchase of investments (23,822) (12,524) Sale of investments 23,502 14,857 - --------------------------------------------------------------------------------------------- Net cash (used) provided by investing activities (7,120) 598 - --------------------------------------------------------------------------------------------- Cash flows from financing activities: Shares tendered for exercise of stock options (5,181) - Net cash provided by employee stock plans 1,230 327 Cash dividends paid (5,403) (5,349) - --------------------------------------------------------------------------------------------- Net cash (used) by financing activities (9,354) (5,022) - --------------------------------------------------------------------------------------------- Decrease in cash and cash equivalents (1,474) (2,139) Cash and cash equivalents, at the beginning of the period 11,408 8,843 - --------------------------------------------------------------------------------------------- Cash and cash equivalents, at the end of the period $ 9,934 $ 6,704 ============================================================================================= (A) Change in operating assets and liabilities: (Increase) in accounts receivable $(12,540) $ (7,039) (Increase) in inventories (2,541) (1,543) (Increase) in other current assets (314) (508) Increase in accounts payable 4,196 3,999 Increase in other accrued expenses 7,794 1,076 - --------------------------------------------------------------------------------------------- Net change in operating assets and liabilities $ (3,405) $ (4,015) ============================================================================================= The accompanying notes are an integral part of these financial statements.
Page 5 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation - ------------------------------ In the opinion of the Company, the accompanying consolidated financial statements for the periods ended June 30, 2000, and July 2, 1999, contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2000, and December 31, 1999, and the results of operations and cash flows for the periods ended June 30, 2000, and July 2, 1999. The results of operations for the six-month period ended June 30, 2000, are not necessarily indicative of the results expected for the full year. The consolidated financial statements included herein have been prepared by the Company, without audit of the six-month periods ended June 30, 2000, and July 2, 1999, 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 and results of operations. These consolidated 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 - Investments - -------------------- The Company had investments of $16,258,000 and $15,912,000 as of June 30, 2000, and December 31, 1999, respectively. The investments were classified as "available-for-sale," and the difference between the cost and fair value of these investments was immaterial and is included in other comprehensive income. Note 3 - Inventories - -------------------- - -------------------------------------------------------------------------- (in thousands) June 30, 2000 December 31, 1999 - -------------------------------------------------------------------------- Finished goods $ 5,280 $ 5,157 Work in process 10,210 8,716 Materials and parts 5,493 4,569 - -------------------------------------------------------------------------- $20,983 $18,442 ========================================================================== Inventories are stated at the lower of cost or market on a first-in, first-out basis. Page 6 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 - Income Taxes - --------------------- The net federal, state and foreign income tax provisions were $8,728,000 for the six-month period ended June 30, 2000, and $2,094,000 for the six-month period ended July 2, 1999. 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 federal income taxes on the undistributed earnings of its wholly-owned foreign subsidiaries, since these earnings are indefinitely reinvested. The effective income tax rate for the six-month periods ended June 30, 2000, and July 2, 1999, was 33%. The major components of deferred tax assets are compensation and benefit plans, inventory valuation and depreciation. 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 5 - Net Income Per Share - ----------------------------- Basic net income per common share is based on the weighted average number of common shares outstanding during the period. Diluted net income per common share reflects the potential dilution that could occur if outstanding stock options were exercised. The following table sets forth the computation of basic and diluted net income per common share:
- ------------------------------------------------------------------------------------------------------------ Three Months Ended Six Months Ended (in thousands except per share data) June 30, 2000 July 2, 1999 June 30, 2000 July 2, 1999 - ------------------------------------------------------------------------------------------------------------ Net income $ 9,764 $ 2,992 $17,722 $ 4,252 ============================================================================================================ Basic shares 22,516 22,319 22,468 22,313 Add: Common equivalent shares (1) 280 195 380 180 - ------------------------------------------------------------------------------------------------------------ Diluted shares 22,796 22,514 22,848 22,493 ============================================================================================================ Basic net income per share $ 0.43 $ 0.13 $ 0.79 $ 0.19 ============================================================================================================ Diluted net income per share $ 0.43 $ 0.13 $ 0.78 $ 0.19 ============================================================================================================ (1) Common equivalent shares represent shares issuable upon exercise of stock options (using the treasury stock method). The Company had 35,000 and 210,000 options outstanding not included in the computation of diluted shares as of June 30, 2000, and July 2, 1999, respectively, because the option price was greater than the average market price of the common shares, and the inclusion of such shares would be anti-dilutive.
Page 7 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 - Other Comprehensive Income - ----------------------------------- SFAS 130 requires unrealized gains or losses on the Company's investments and foreign currency translation adjustments, which prior to adoption were reported separately in stockholders' equity to be included in other comprehensive income.
- -------------------------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended (in thousands) June 30, 2000 July 2, 1999 June 30, 2000 July 2, 1999 - -------------------------------------------------------------------------------------------------------------- Net income $ 9,764 $2,992 $17,722 $4,252 - -------------------------------------------------------------------------------------------------------------- Other comprehensive (loss) income before tax: Foreign currency translation adjustment (381) (531) (241) 690 Unrealized gain (loss) on available-for-sale investment 5 (64) 26 (62) - -------------------------------------------------------------------------------------------------------------- Other comprehensive (loss) income, before tax (376) (595) (215) 628 Income tax related to items of other comprehensive income (loss) 33 159 (66) (294) - -------------------------------------------------------------------------------------------------------------- Other comprehensive (loss) income, net of tax (343) (436) (281) 334 - -------------------------------------------------------------------------------------------------------------- Comprehensive income $ 9,421 $2,556 $17,441 $4,586 ==============================================================================================================
Note 7 - New Accounting Pronouncements - -------------------------------------- In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including some derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. The Company will adopt SFAS 133 in 2001, in accordance with SFAS 137, which deferred the effective date of SFAS 133. The adoption of this standard in 2001 is not expected to have a material impact on the Company's consolidated financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarizes the staff's view in applying generally accepted accounting principles to selected revenue recognition issues. The application of the guidance in SAB 101 will be required in the Company's fourth quarter of 2000. The Company is evaluating the application of SAB 101 and has not determined the impact on the Company's consolidated financial statements. In March 2000, the Financial Accounting Standards Board issued Financial Accounting Standards Board Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation--an interpretation of APB Opinion No. 25" (FIN 44). FIN 44 clarifies the Page 8 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7 - New Accounting Pronouncements (continued) - -------------------------------------------------- application of APB Opinion No. 25, and among other issues clarifies the following: the definition of an employee for purposes of applying APB Opinion No. 25; the criteria for determining whether a plan qualifies as a noncompensatory plan; the accounting consequence of various modifications to the terms of previously fixed stock options or awards; and the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific events that occurred after either December 15, 1998 or January 12, 2000. The adoption of FIN 44 is not expected to have a material impact on the Company's consolidated financial statements. Page 9 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- Results of Operations - --------------------- Net sales for the three months ended June 30, 2000, (the "2000 Quarter") were $58.5 million compared with net sales for the three months ended July 2, 1999, (the "1999 Quarter") of $32.5 million, an increase of 79.9%. Net sales for the six months ended June 30, 2000, (the "2000 Period") were $108.6 million, an increase of 85.8%, from $58.4 million for the six months ended July 2, 1999 (the "1999 Period"). The Company continued to benefit from the significant increase in demand for semiconductor capital equipment. The gross profit percentage for the 2000 Quarter was 47.3% compared with 43.5% for the 1999 Quarter. The gross profit percentage for the 2000 Period was 47.7% compared with 42.7% for the 1999 Period. The improvement in gross margin was primarily attributable to increased sales volume, offset by costs relating to a new manufacturing and engineering center in Colorado, a new customer support center in Taiwan, expansion of our Japanese customer support center and, to a lesser extent, customer and product mix and higher than normal production costs relating to 300 mm pilot products. Research and development expenses were $3.9 million for the 2000 Quarter, or 6.7% of net sales, compared to $2.6 million, or 7.8% of net sales, for the 1999 Quarter. Spending was $7.2 million, or 6.6% of net sales for the 2000 Period, compared to $4.6 million, or 7.9% of net sales, for the 1999 Period. The Company increased its spending on projects to support 300mm products, GOLDLink support services and ongoing improvements to its core products. Total selling, general and administrative expenses increased by $2.9 million in the 2000 Quarter and $5.5 million in the 2000 Period compared to the 1999 Quarter and the 1999 Period. The increase in spending was primarily attributable to expenditures to support increased sales activities worldwide, the aforementioned locations in Colorado, Taiwan and Japan and our GOLDLink global support initiative. Operating income increased $9.3 million and $18.7 million in the 2000 Quarter and the 2000 Period, respectively, compared with the 1999 Quarter and the 1999 Period. The primary reasons for the increases were higher net sales and spending growth that was lower than sales growth. For the 2000 Quarter, the Company had pretax income of $14.6 million resulting in a tax provision of $4.8 million compared to a pretax income of $4.4 million and a tax provision of $1.4 million for the 1999 Quarter. For the 2000 Period, the Company had pretax income of $26.5 million and a tax provision of $8.7 million compared to pretax income of $6.3 million and a tax provision of $2.1 million for the 1999 Period. The effective tax rate for the 2000 and 1999 Quarters and Periods was 33%. Page 10 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) - -------------------------------------------------------------------------------- Liquidity and Capital Resources - ------------------------------- Cash provided by operating activities for the 2000 Period was $15.0 million compared with $2.3 million for the 1999 Period, primarily due to increased net income. The Company's historical annual capital needs have been approximately $4.0 million to $5.0 million. However, in 2000 the Company has four major initiatives that the Company expects will result in capital spending of approximately $10.0 million. These initiatives are as follows: consolidation of its Colorado operations into a new 60,000 square foot leased facility, the first phase of a new corporate information system, a GOLDLink global support operations center and the opening of a sales and service location in Taiwan. Cash used by investing activities was $7.1 million during the 2000 Period, primarily due to increased capital expenditures related to the consolidation of the Company's Colorado operations into the new facility and the opening of a sales and customer support center in Taiwan. Cash dividends paid to stockholders during the 2000 Period were $5.4 million compared to $5.3 million during the 1999 Period. The Company believes that existing cash, cash equivalents, investment balances and anticipated cash flow from operations will be adequate to fund operations and its capital expenditure program for the foreseeable future. The Company also has a $25 million unsecured line of credit. New Accounting Pronouncements - ----------------------------- In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including some derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. The Company will adopt SFAS 133 in 2001, in accordance with SFAS 137, which deferred the effective date of SFAS 133. The adoption of this standard in 2001 is not expected to have a material impact on the Company's consolidated financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements." SAB 101 summarizes the staff's view in applying generally accepted accounting principles to selected revenue recognition issues. The application of the guidance in SAB 101 will be required in the Company's fourth quarter of 2000. The Company is evaluating the application of SAB 101 and has not determined the impact on the Company's consolidated financial statements. Page 11 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) - -------------------------------------------------------------------------------- New Accounting Pronouncements (continued) - ----------------------------------------- In March 2000, the Financial Accounting Standards Board issued Financial Accounting Standards Board Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation--an interpretation of APB Opinion No. 25" (FIN 44). FIN 44 clarifies the application of APB Opinion No. 25, and among other issues clarifies the following: the definition of an employee for purposes of applying APB Opinion No. 25; the criteria for determining whether a plan qualifies as a noncompensatory plan; the accounting consequence of various modifications to the terms of previously fixed stock options or awards; and the accounting for an exchange of stock compensation awards in a business combination. FIN 44 is effective July 1, 2000, but certain conclusions in FIN 44 cover specific events that occurred after either December 15, 1998 or January 12, 2000. The adoption of FIN 44 is not expected to have a material impact on the Company's consolidated financial statements. Certain Factors That May Affect Future Results - ---------------------------------------------- From time to time, information provided by the Company, statements made by its employees or information included in its filings with the Securities and Exchange Commission may contain statements that are not historical facts but that are "forward-looking statements" involving risks and uncertainties. In particular, statements in "Management's Discussion and Analysis of Financial Condition and Results of Operations" relating to the Company's shipment levels, profitability, sufficiency of capital to meet working capital and capital expenditure requirements may be forward-looking statements. The words "expect," "anticipate," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that could cause the Company's future results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Many such factors are beyond the Company's ability to control or predict. Readers are accordingly cautioned not to place undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly any forward-looking statements, whether in response to new information or future events or otherwise. Important factors that may cause the Company's actual results to differ from such forward-looking statements include, but are not limited to, the factors discussed below. The Company's business depends in large part upon the capital expenditures of semiconductor manufacturers, which, in turn, depend on the current and anticipated market demand for integrated circuits and products utilizing integrated circuits. The semiconductor industry is highly cyclical and has historically experienced periodic downturns, which generally have had a severe effect on the semiconductor industry's demand for capital equipment and have adversely affected the Company's results of operations. There can be no assurance that developments in the semiconductor industry or the semiconductor equipment industry will occur at the rate or in the manner expected by the Company. Page 12 HELIX TECHNOLOGY CORPORATION PART I Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) - -------------------------------------------------------------------------------- Certain Factors That May Affect Future Results (continued) - ---------------------------------------------------------- In addition to the cyclical nature of the semiconductor industry, the Company faces the following risks and uncertainties among others: the need to continuously develop, manufacture and gain customers' acceptance of new products and product enhancements; dependence on a limited number of customers and concentration of sales to one or a few customers; the Company's ability to attract and retain certain key personnel; the ability of the Company to protect its technology assets by obtaining and enforcing patents; and dependence on sole and limited source suppliers for certain components and subassemblies included in the Company's products and systems. As a result of the foregoing and other factors, the Company may experience material fluctuations in its future operating results on a quarterly or annual basis which could materially affect its business, financial position, results of operations and stock price. Item 3. Quantitative and Qualitative Disclosures about Market Risk - --------------------------------------------------------------------- There have been no significant changes in the Company's market risks since the year ended December 31, 1999. For more information please read the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. Page 13 HELIX TECHNOLOGY CORPORATION PART II. OTHER INFORMATION Item 1. Legal Proceedings - ------------------------------- In the normal course of business, the Company is subject to various legal proceedings and claims. The Company is a defendant in an action brought by Raytheon Company on November 10, 1998, in Massachusetts Superior Court claiming damages from the sale of allegedly defective components by the Company to Raytheon, which the Company no longer sells. The Company believes that it has meritorious defenses to the claims and that, although the outcome of the action cannot be predicted with certainty, the disposition of the claim should not have a material effect on the financial position of the Company. Item 4. Submission of Matters to a Vote of Security Holders - ----------------------------------------------------------------- The Company's Annual Meeting of Stockholders was held on April 27, 2000. Proposal I submitted to a vote of security holders at the meeting was the election of Directors. The following Directors, being all of 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 - ------------------------------------------------------------------------------- Arthur R. Buckland 19,413,779 85,560 Matthew O. Diggs, Jr. 19,415,954 83,385 Frank Gabron 19,415,146 84,193 Robert H. Hayes 19,415,614 83,725 Robert J. Lepofsky 19,415,879 83,460 Marvin G. Schorr 19,412,436 86,903 Mark S. Wrighton 19,415,629 83,710 Item 6(a). Exhibits - ---------------------- 27.1 Financial Data Schedule (EDGAR version only). Item 6(b). Reports on Form 8-K - --------------------------------- The Company did not file any Current Reports on Form 8-K during the quarter ended June 30, 2000. Page 14 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 28, 2000 By: /s/Michael El-Hillow - ------------------------------ ---------------------------- Date Michael El-Hillow Senior Vice President Chief Financial Officer Page 15 EX-27 2 0002.txt FDS
5 1000 6-MOS DEC-31-2000 JUN-30-2000 9,934 16,258 32,163 144 20,983 88,174 45,013 29,550 114,156 30,955 0 0 0 22,536 60,665 114,156 108,575 108,575 56,806 27,454 (2,135) 0 0 26,450 8,728 17,722 0 0 0 17,722 0.79 0.78
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