-----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, OMvmkRnJbR2OuAYXgCPcwrnMEOohqjYQVOIa2FzqQzG91wbV+TgaX52jkVgMa5mf alfvy3w0qvUHPxYnwBXaXg== 0000046709-98-000028.txt : 19980724 0000046709-98-000028.hdr.sgml : 19980724 ACCESSION NUMBER: 0000046709-98-000028 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980626 FILED AS OF DATE: 19980723 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: 98670034 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 FOR THE QUARTER ENDED JUNE 26, 1998 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 26, 1998. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from_______ to _______ Commission File Number 0-6866 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 26, 1998 was 22,217,131. HELIX TECHNOLOGY CORPORATION Form 10-Q INDEX Page Part I. FINANCIAL INFORMATION Item 1. Financial Statements.............................3-10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...11-13 Part II. OTHER INFORMATION Item 6 (a). Exhibits...........................................14 Item 6 (b). Reports on Form 8-K................................14 Signature.....................................................................15 HELIX TECHNOLOGY CORPORATION CONSOLIDATED BALANCE SHEETS (unaudited) - ---------------------------------------------------------------------------------------------------------------
(in thousands) June 26, 1998 Dec. 31, 1997 - --------------------------------------------------------------------------------------------------------------- ASSETS Current: Cash and cash equivalents $ 7,177 $ 34,717 Short-term investments (Note 2) 26,024 3,675 - --------------------------------------------------------------------------------------------------------------- 33,201 38,392 Receivables - net of allowances 13,835 18,185 Inventories (Note 3) 15,673 15,371 Deferred income taxes (Note 4) 4,241 4,234 Other current assets 1,377 1,119 - --------------------------------------------------------------------------------------------------------------- Total Current Assets 68,327 77,301 - --------------------------------------------------------------------------------------------------------------- Property, plant and equipment at cost 35,313 34,252 Less: accumulated depreciation (23,969) (22,109) - --------------------------------------------------------------------------------------------------------------- Net property, plant and equipment 11,344 12,143 Other assets 6,930 6,775 =============================================================================================================== TOTAL ASSETS $ 86,601 $ 96,219 =============================================================================================================== LIABILITIES AND STOCKHOLDERS' EQUITY Current: Accounts payable $ 4,750 $ 5,036 Dividends payable - 153 Payroll and compensation 2,120 4,298 Retirement costs 3,883 3,501 Income taxes (Note 4) 756 3,022 Other accrued liabilities 540 514 - --------------------------------------------------------------------------------------------------------------- Total Current Liabilities 12,049 16,524 - --------------------------------------------------------------------------------------------------------------- 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: 22,217,131 in 1998 and 22,213,131 in 1997 22,217 22,213 Capital in excess of par value 9,190 2,731 Accumulated other comprehensive income (loss) (Note 6) (341) 71 Retained earnings 43,486 54,680 - --------------------------------------------------------------------------------------------------------------- Total Stockholders' Equity 74,552 79,695 =============================================================================================================== TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 86,601 $ 96,219 =============================================================================================================== The accompanying notes are an integral part of these financial statements.
Page 3 HELIX TECHNOLOGY CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) - -------------------------------------------------------------------------------------------------------------------
Three months ended Six months ended June 26, June 27, June 26, June 27, (in thousands except per share data) 1998 1997 1998 1997 - ------------------------------------------------------------------------------------------------------------------- Net Sales $ 25,706 $ 39,440 $57,199 $73,848 - ------------------------------------------------------------------------------------------------------------------- Costs and expenses: Cost of sales 15,649 20,466 32,347 38,550 Research and development 2,901 3,004 6,088 5,461 Selling, general and administrative 7,011 7,800 14,305 15,090 Merger and other costs 2,031 - 3,546 - - ------------------------------------------------------------------------------------------------------------------- 27,592 31,270 56,286 59,101 - ------------------------------------------------------------------------------------------------------------------- Operating income (loss) (1,886) 8,170 913 14,747 Joint venture income 219 601 591 915 Interest income 405 403 753 759 Other (2) (2) 6 3 - ------------------------------------------------------------------------------------------------------------------- Income (loss) before taxes (1,264) 9,172 2,263 16,424 Income taxes (Note 4) 830 (2,907) (831) (5,263) - ------------------------------------------------------------------------------------------------------------------- Net income (loss) $ (434) $ 6,265 $ 1,432 $11,161 =================================================================================================================== Net income (loss) per share: Basic (Note 5) $ (0.02) $ 0.28 $ 0.06 $ 0.50 Diluted (Note 5) $ (0.02) $ 0.28 $ 0.06 $ 0.50 =================================================================================================================== Number of shares used in per share calculations: Basic (Note 5) 22,215 22,146 22,215 22,134 Diluted (Note 5) 22,215 22,327 22,375 22,314 =================================================================================================================== * Share and per share data reflect a two-for-one stock split effective November 1997. 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 26, 1998 June 27, 1997 - ---------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 1,432 $11,161 Adjustments to reconcile net income to net cash provided (used) by operating activities: Amortization of stock incentive plans 861 140 Depreciation 1,934 1,794 Undistributed earnings of joint venture, other (572) (765) Net change in operating assets and liabilities (A) 1,110 (1,712) - ---------------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 4,765 10,618 - ---------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Capital expenditures (1,134) (1,848) Purchase of investments (41,852) (2,133) Proceeds from sale of investments 19,508 1,692 - ---------------------------------------------------------------------------------------------------------------- Net cash used by investing activities (23,478) (2,289) - ---------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Shares tendered for exercise of stock options - (311) Net cash provided by employee stock plans 43 303 Cash dividends paid (8,870) (7,565) - ---------------------------------------------------------------------------------------------------------------- Net cash used by financing activities (8,827) (7,573) - ---------------------------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (27,540) 756 Cash and cash equivalents, at the beginning of the period 34,717 30,236 ================================================================================================================ Cash and cash equivalents, at the end of the period $ 7,177 $30,992 ================================================================================================================ (A) Change in operating assets and liabilities: (Increase)/decrease in accounts receivable $ 4,349 $(6,785) (Increase)/decrease in inventories (302) 2,079 (Increase)/decrease in other current assets (265) (152) Increase/(decrease) in accounts payable (286) 1,269 Increase/(decrease) in other accrued expenses (2,386) 1,877 ================================================================================================================ Net change in operating assets and liabilities $ 1,110 $(1,712) ================================================================================================================ 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 26, 1998, and June 27, 1997, contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 26, 1998, and December 31, 1997, and the results of operations and cash flows for the periods ended June 26, 1998, and June 27, 1997. In May 1998, the Company completed the acquisition of Granville-Phillips Company (GPC). The acquisition was accounted for as a pooling of interests under Accounting Principles Board Opinion No. 16 (see Note 7). All prior period consolidated financial statements have been restated to include the financial position, results of operations and cash flows of GPC as though it had been part of the Company for all periods presented. The accounting policies of GPC are still being reviewed, but the Company does not believe there are any material differences between the Company and GPC. The results of operations for the six-month period ended June 26, 1998, are not necessarily indicative of the results expected for the full year. The condensed consolidated financial statements included herein have been prepared by the Company, without audit of the six-month periods ended June 26, 1998, and June 27, 1997, 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 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/A. Note 2 - Short-Term Investments At June 26, 1998 the Company had $25,444,000 of investments classified as "available-for-sale" and $580,000 of investments classified as "held-to-maturity" as defined by Statement of Financial Accounting Standard No. 115. Note 3 - Inventories - ----------------------------------------------------------------- (in thousands) June 26, 1998 Dec. 31, 1997 - ----------------------------------------------------------------- Finished goods $ 3,515 $ 4,355 Work in process 7,848 7,367 Materials and parts 4,310 3,649 --------------------------------------- Inventories $ 15,673 $ 15,371 ======================================= 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 federal, state and foreign income tax provisions were $831,000 and $5,263,000 for the six-month periods ended June 26, 1998, and June 27, 1997, respectively. 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, since these earnings are indefinitely reinvested. The effective income tax rate for the six-month periods ended June 26, 1998, and June 27, 1997, was 36.7% and 32.0%, respectively. In addition to the impact of state and foreign taxes, the tax rate in 1998 was higher than the 35% statutory rate due to the impact of the non-deductible acquisition costs. The tax rate in 1997 was less than the statutory rate because GPC was a Subchapter S Corporation for federal income tax purposes. Accordingly, the income tax related to GPC income was the responsibility of the individual shareholders of GPC. The major components of deferred tax assets are compensation and benefit plans, inventory valuation, 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 5 - Net Income Per Share The Company has adopted Financial Accounting Standard No. 128, which specifies the computation, presentation and disclosure of 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. All prior period net income per share figures have been restated. Page 7 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5 (Cont'd.) The following table sets forth the computation of basic and diluted net income per common share: - ----------------------------------------------------------------------------------------------------------------
Six Months Ended (in thousands except per share data) June 26, 1998 June 27, 1997 - ---------------------------------------------------------------------------------------------------------------- Net income $ 1,432 $11,161 ============================ Basic shares 22,215 22,134 Add: Common equivalent shares representing shares issuable upon conversion of stock options (using the treasury stock method). Options outstanding not included in the computation of diluted shares were 321 and 0 for 1998 and 1997, respectively, because the option's price was greater than the average market price of the common shares. 160 180 ---------------------------- Diluted shares 22,375 22,314 =========================== Basic net income per share $ 0.06 $ 0.50 ============================ Diluted net income per share $ 0.06 $ 0.50 ============================
Note 6 - Comprehensive Income As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130 (SFAS 130) "Reporting 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. - -----------------------------------------------------------------------------------------------
Six Months Ended (in thousands) June 26, 1998 June 27, 1997 - ----------------------------------------------------------------------------------------------- Net income $1,432 $11,161 ---------------------------- Other comprehensive income (loss) before tax Foreign currency translation adjustment (515) (837) Unrealized gain on available-for-sale investment 5 - ---------------------------- Other comprehensive income (loss), before tax (510) (837) Income tax related to items of other comprehensive income 98 245 ---------------------------- Other comprehensive income (loss), net of tax (412) (592) ---------------------------- Comprehensive income $1,020 $10,569 ============================
Page 8 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7 - Business Combination On May 7, 1998, the Company acquired Granville-Phillips Company (GPC). GPC is a Boulder, Colorado based company, which develops and manufactures instrumentation for vacuum measurement and control. GPC's products are used principally in semiconductor, flat panel display, and disk drive manufacturing processes. The Company issued 2,383 million shares of common stock for all of the common stock of GPC. The business combination was accounted for as a pooling of interests. Accordingly, all prior period consolidated financial statements have been restated to include the financial position, results of operations and cash flows of GPC as though it had been part of the Company for all periods presented. The following information presents certain statement of operations data of the Company and GPC for the periods prior to the acquisition: - ---------------------------------------------------------------------------- Three months ended (in thousands) March 27, 1998 - ---------------------------------------------------------------------------- Net sales for: Helix Technology Corporation $25,872 Granville-Phillips Company 5,621 ------- Combined $31,493 ======= Net income (loss) for: Helix Technology Corporation $ 2,941 Granville-Phillips Company (1,076) ------- Combined $ 1,865 ======= GPC was an S Corporation for tax purposes prior to the acquisition. In accordance with SAB topic 4B, the amount of undistributed earnings of $3.9 million generated during the periods that GPC was taxed as an S Corporation was transferred from retained earnings to capital in excess of par value at the time of the merger. The following pro forma information gives effect to adjustments that provide for income taxes as if GPC was treated as a C Corporation for the periods presented. The pro forma information is shown for comparative purposes only. PRO FORMA NET INCOME PER COMMON SHARE - ----------------------------------------------------------------------------- Three months ended (in thousands except per share data) March 27, 1998 - ----------------------------------------------------------------------------- Historical net income $ 1,865 Adjustment to income tax expense to convert from S Corporation to C Corporation status 296 --------- Unaudited pro forma net income $ 2,161 ========= Unaudited pro forma net income per common share: Basic $ 0.10 Diluted $ 0.10 Page 9 HELIX TECHNOLOGY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 - New Accounting Pronouncements 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 financial statements issued to stockholders. This segment information includes their products and services, the geographic areas in which they operate and their major customers. In February 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 132 (SFAS132), "Employers' Disclosures about Pensions and Other Post Retirement Benefits. The Company will comply with the disclosure requirements of these statements in its 1998 Annual Report to Shareholders. In June 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities". The impact of adopting SFAS 133, which is effective for the Company in 1999, has not been determined. Page 10 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On May 7, 1998, the Company acquired Granville-Phillips Company (GPC). GPC is a world leader in the development and manufacture of instrumentation for vacuum measurement and control used principally in the semiconductor, flat panel display and disk drive manufacturing processes. The transaction was accounted for as a pooling of interests; and accordingly, the financial results of the Company for all periods presented include the financial position, results of operations and cash flows of GPC. Results of Operations Net sales for the quarter were $25.7 million compared with $39.4 million a year ago, a decrease of 35%. Net sales for the six-month period were $57.2 million compared with $73.8 million for the first half of 1997, a decrease of 22%. This decline in sales is a result of the slowdown in the global market for semiconductor capital equipment primarily due to the current economic conditions in the Pacific Rim and over capacity in the memory chip market. Gross profit percentage for the quarter was 39.1% compared with 48.1% for the second quarter of 1997. Gross profit percentage for the first half of 1998 was 43.4% versus 47.8% for the first half of 1997. The decreases are primarily due to the lower sales volume. Research and development expenditures of $2.9 million for the quarter were essentially even with the same quarter of 1997, while year-to-date spending was $6.1 million, which was $.6 million higher than the same period last year. The Company continues to develop new products to meet the vacuum system needs of companies in the semiconductor, disk drive and flat panel display industries. Total Selling, general and administrative expense decreased by $.8 million in the second quarter and first half of 1998 compared to the same periods in 1997, primarily due to the lower variable compensation expense. The Company incurred $2.0 million of merger and other costs during the second quarter of 1998 and $3.5 million for the first six months of 1998. These costs consisted primarily of compensation expense for stock incentive plans for certain GPC employees (which plans were discontinued at the time of the merger) and fees for professional services. Operating income in the second quarter of 1998 decreased $10.1 million compared with the second quarter of 1997. Operating income for the first six months of 1998 decreased by $13.8 million compared with the same period a year ago. The decrease in operating income was due to lower revenue levels and merger and other costs. Income from the Company's joint venture in Japan declined $.4 million for the second quarter of 1998 compared with the second quarter of 1997. Joint venture income declined $.3 million for the first six months of 1998 compared with the same period last year. For the second quarter of 1998, the Company had a pretax loss of $(1.3) million resulting in a tax benefit of $(.8) million compared to pretax income of $9.1 million and a provision of $2.9 million for the same period a year ago. The Company's provision for income taxes was $.8 million and $5.3 million for the first half of 1998 and 1997, respectively. The effective tax rate for the six-month periods ended June 26, 1998, and June 27, 1997, was 36.7% and 32.0%, respectively. In addition to the impact of state and foreign taxes, the tax rate in 1998 was higher than the 35% statutory rate due to the impact of the non-deductible, merger-related costs and the fact that the Company does not expect significant benefits from its foreign sales corporation or its R & D tax credits. The tax rate in 1997 was less than the statutory rate because GPC was a Subchapter S Corporation for federal income tax purposes. Page 11 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) Liquidity and Capital Resources Cash provided by operating activities for the first six months of 1998 was $4.8 million compared with $10.6 million for the comparable period last year due to lower sales volume. Cash used by investing activities increased by $21.2 million during the first six months of 1998 compared with the same period last year. The increase was primarily due to the purchase of available-for-sale investments comprised primarily of short-term tax exempt securities. The Company's informal bank money market lines of credit amount to $12.0 million. There were no borrowings under these agreements during 1998 or 1997. Cash dividends paid to stockholders during the first half of 1998 were $8.9 million compared with $7.6 million during the first half of 1997. On July 16, 1998, the Board of Directors declared a quarterly cash dividend of $.21 per common share. The dividend is payable on August 13, 1998 to stockholders of record on July 30, 1998. 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 that existing cash and investment balances and funds available under existing credit lines will be adequate to fund operations through 1998 and that it has opportunities to consider further financing options should additional funds be required. Year 2000 The Company has established a project team to work with our major customers and suppliers regarding their abilities to meet the Year 2000 requirements. Specifically, we have sent questionnaires to our suppliers regarding their Year 2000 programs, and we have received similar correspondence from our customers. These programs are in process, and to date the Company is unaware of any possible negative impact from these third parties concerning their abilities to be ready for the Year 2000. Certain of the Company's internal computer systems are not Year 2000 ready (i.e., such systems use only two digits to represent the year in date data fields and, consequently, may not accurately distinguish between the 20th and 21st centuries or may not function properly at the turn of the century). The Company has been taking actions intended to either correct such systems or replace them with Year 2000 ready systems. The Company expects to implement successfully the systems and programming changes necessary to address Year 2000 issues and does not believe that the cost of such actions will have a material effect on the Company's results of operations or financial condition. Page 12 HELIX TECHNOLOGY CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) New Accounting Pronouncements 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. In February 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 132 (SFAS132), "Employers' Disclosures about Pensions and Other Post Retirement Benefits. The Company will comply with the disclosure requirements of all of these statements in the 1998 Annual Report to Shareholders. In June 1998, the Financial Accounting Standards Board issued Financial Accounting Standard No. 133 (SFAS 133), "Accounting for Derivative Instruments and Hedging Activities". The impact of adopting SFAS 133, which is effective for the Company in 1999, has not been determined. 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 results will be impacted significantly by 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 Form 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 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. Page 13 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). 27.1 Financial Data Schedule (EDGAR version only) 27.2 Financial Data Schedule (EDGAR version only) Item 6(b). Reports on Form 8-K The Company filed Form 8-K on May 15, 1998 and Form 8-K/A on July 14, 1998 to provide required information related to its acquisition of Granville-Phillips Company completed May 7, 1998. 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 23, 1998 By: /s/Michael El-Hillow - -------------------- --------------------------- Date Michael El-Hillow Senior Vice President and Chief Financial Officer Page 15 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1000 6-MOS DEC-31-1998 JUN-26-1998 7,177 26,024 14,060 (225) 15,673 68,327 35,313 (23,969) 86,601 12,049 0 0 0 22,217 52,335 86,601 57,199 57,199 32,347 23,939 (1,350) 0 0 2,263 831 1,432 0 0 0 1,432 0.06 0.06
EX-27.2 3 RESTATEMENT REFLECTING ACQUISITION AND STOCK SPLIT
5 1000 6-MOS DEC-31-1997 JUN-27-1997 30,992 3,141 20,334 (235) 13,776 72,476 30,970 (20,310) 89,286 15,284 0 0 0 22,169 51,603 89,286 73,848 73,848 38,550 20,551 (1,677) 0 0 16,424 5,263 11,161 0 0 0 11,161 .50 .50
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