þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Massachusetts | 04-2277512 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
90 Industrial Way, Wilmington, Massachusetts | 01887 | |
(Address of principal executive offices) | (Zip Code) |
2
PART I. | FINANCIAL INFORMATION |
June 30, 2007 | December 31, 2006 | |||||||
(unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 221,153 | $ | 215,208 | ||||
Short-term investments |
114,923 | 74,749 | ||||||
Trade accounts receivable, net |
125,910 | 123,658 | ||||||
Inventories |
163,713 | 149,820 | ||||||
Deferred income taxes |
16,376 | 16,787 | ||||||
Other current assets |
15,652 | 11,216 | ||||||
Total current assets |
657,727 | 591,438 | ||||||
Property, plant and equipment, net |
80,130 | 79,463 | ||||||
Long-term investments |
6,729 | 2,816 | ||||||
Goodwill |
322,712 | 323,973 | ||||||
Acquired intangible assets, net |
35,998 | 43,104 | ||||||
Other assets |
2,376 | 2,926 | ||||||
Total assets |
$ | 1,105,672 | $ | 1,043,720 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term borrowings |
$ | 24,038 | $ | 21,845 | ||||
Current portion of capital lease obligations |
1,383 | 1,176 | ||||||
Accounts payable |
37,938 | 38,541 | ||||||
Accrued compensation |
17,642 | 26,685 | ||||||
Income taxes payable |
| 16,619 | ||||||
Other accrued expenses |
30,534 | 25,031 | ||||||
Total current liabilities |
111,535 | 129,897 | ||||||
Long-term debt |
5,000 | 5,000 | ||||||
Long-term portion of capital lease obligations |
1,135 | 1,113 | ||||||
Deferred income taxes |
2,727 | 1,535 | ||||||
Other liabilities |
17,412 | 4,956 | ||||||
Commitments and contingencies (Note 8) |
||||||||
Stockholders equity: |
||||||||
Preferred Stock, $0.01 par value, 2,000,000 shares authorized; none issued
and outstanding |
| | ||||||
Common Stock, no par value, 200,000,000 shares authorized; 57,687,601 and
56,671,625 shares issued and outstanding at June 30, 2007 and December 31,
2006, respectively |
113 | 113 | ||||||
Additional paid-in capital |
714,034 | 680,164 | ||||||
Retained earnings |
243,479 | 210,877 | ||||||
Accumulated other comprehensive income |
10,237 | 10,065 | ||||||
Total stockholders equity |
967,863 | 901,219 | ||||||
Total liabilities and stockholders equity |
$ | 1,105,672 | $ | 1,043,720 | ||||
3
Three Months Ended | Six Months Ended | |||||||||||||||
June 30 | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
$ | 203,978 | $ | 198,351 | $ | 415,410 | $ | 377,412 | ||||||||
Cost of sales |
117,948 | 111,850 | 236,518 | 217,166 | ||||||||||||
Gross profit |
86,030 | 86,501 | 178,892 | 160,246 | ||||||||||||
Research and development |
18,351 | 17,663 | 36,650 | 33,720 | ||||||||||||
Selling, general and administrative |
35,928 | 30,300 | 70,504 | 60,065 | ||||||||||||
Amortization of acquired intangible assets |
4,108 | 4,086 | 8,215 | 9,340 | ||||||||||||
Purchase of in-process technology |
| | | 800 | ||||||||||||
Income from operations |
27,643 | 34,452 | 63,523 | 56,321 | ||||||||||||
Interest expense |
216 | 228 | 433 | 431 | ||||||||||||
Interest income |
3,797 | 2,162 | 7,319 | 3,795 | ||||||||||||
Income before income taxes |
31,224 | 36,386 | 70,409 | 59,685 | ||||||||||||
Provision for income taxes |
8,697 | 12,012 | 20,592 | 19,876 | ||||||||||||
Net income |
$ | 22,527 | $ | 24,374 | $ | 49,817 | $ | 39,809 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.40 | $ | 0.44 | $ | 0.88 | $ | 0.72 | ||||||||
Diluted |
$ | 0.39 | $ | 0.44 | $ | 0.86 | $ | 0.72 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
56,820 | 55,338 | 56,587 | 54,999 | ||||||||||||
Diluted |
57,939 | 55,907 | 57,633 | 55,588 | ||||||||||||
4
Six Months Ended | ||||||||
June 30, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 49,817 | $ | 39,809 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
15,435 | 15,882 | ||||||
Stock-based compensation |
6,895 | 5,980 | ||||||
Tax benefit from stock-based compensation |
2,511 | 3,865 | ||||||
Excess tax benefit from stock-based compensation |
(1,025 | ) | (1,829 | ) | ||||
Other |
1,504 | 829 | ||||||
Changes in operating assets and liabilities, net of businesses acquired: |
||||||||
Trade accounts receivable |
(2,739 | ) | (28,351 | ) | ||||
Inventories |
(14,154 | ) | (23,999 | ) | ||||
Other current assets |
(4,825 | ) | (517 | ) | ||||
Accrued expenses and other current liabilities |
8,983 | 11,596 | ||||||
Accounts payable |
(560 | ) | 4,427 | |||||
Income taxes payable |
(16,671 | ) | (2,924 | ) | ||||
Net cash provided by operating activities |
45,171 | 24,768 | ||||||
Cash flows from investing activities: |
||||||||
Acquisitions of businesses, net of cash acquired |
| (96,672 | ) | |||||
Purchases of short-term and long-term available for sale investments |
(113,809 | ) | (45,064 | ) | ||||
Maturities and sales of short-term and long-term available for sale investments |
69,721 | 65,280 | ||||||
Purchases of property, plant and equipment |
(6,898 | ) | (4,210 | ) | ||||
Other |
557 | (756 | ) | |||||
Net cash used in investing activities |
(50,429 | ) | (81,422 | ) | ||||
Cash flows from financing activities: |
||||||||
Proceeds from short-term borrowings |
56,992 | 42,417 | ||||||
Payments on short-term borrowings |
(53,943 | ) | (36,357 | ) | ||||
Repurchases of common stock |
(31,719 | ) | | |||||
Principal payments on long-term debt and capital lease obligations |
(640 | ) | (1,933 | ) | ||||
Proceeds from exercise of stock options and employee stock purchase plan |
38,968 | 16,560 | ||||||
Excess tax benefit from stock-based compensation |
1,025 | 1,829 | ||||||
Net cash provided by financing activities |
10,683 | 22,516 | ||||||
Effect of exchange rate changes on cash and cash equivalents |
520 | 862 | ||||||
Increase (decrease) in cash and cash equivalents |
5,945 | (33,276 | ) | |||||
Cash and cash equivalents at beginning of period |
215,208 | 220,573 | ||||||
Cash and cash equivalents at end of period |
$ | 221,153 | $ | 187,297 | ||||
Supplemental cash flow disclosure: |
||||||||
Income taxes paid |
$ | 24,108 | $ | 17,858 | ||||
5
1) | Basis of Presentation | |
The terms MKS and the Company refer to MKS Instruments, Inc. and its subsidiaries. The interim financial data as of June 30, 2007 and for the three and six months ended June 30, 2007 and 2006 is unaudited; however, in the opinion of MKS, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods. The unaudited consolidated financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the MKS Annual Report on Form 10-K for the year ended December 31, 2006 filed with the Securities and Exchange Commission on February 28, 2007. | ||
The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, stock-based compensation, inventory, intangible assets, goodwill and other long-lived assets, in-process research and development expenses, merger expenses, income taxes and investments. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. | ||
Certain amounts in prior periods have been reclassified to be consistent with the current period presentation. | ||
2) | Goodwill and Intangible Assets | |
Intangible Assets | ||
Acquired amortizable intangible assets consisted of the following as of June 30, 2007: |
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Completed technology |
$ | 87,706 | $ | (69,584 | ) | $ | 18,122 | |||||
Customer relationships |
21,242 | (8,487 | ) | 12,755 | ||||||||
Patents, trademarks, tradenames and other |
16,674 | (11,553 | ) | 5,121 | ||||||||
$ | 125,622 | $ | (89,624 | ) | $ | 35,998 | ||||||
Acquired amortizable intangible assets consisted of the following as of December 31, 2006: |
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Completed technology |
$ | 87,087 | $ | (63,570 | ) | $ | 23,517 | |||||
Customer relationships |
20,932 | (7,139 | ) | 13,793 | ||||||||
Patents, trademarks, tradenames and other |
16,494 | (10,700 | ) | 5,794 | ||||||||
$ | 124,513 | $ | (81,409 | ) | $ | 43,104 | ||||||
Aggregate amortization expense related to acquired intangibles for the three and six months ended June 30, 2007 was $4,108,000 and $8,215,000, respectively. Aggregate amortization expense related to acquired intangibles for the three and six months ended June 30, 2006 was $4,086,000 and $9,340,000, respectively. Estimated amortization expense related to acquired intangibles for the remainder of 2007 and in total for the year is $7,554,000 and $15,769,000, respectively. Estimated amortization expense for 2008 and for each of the three succeeding fiscal years is as follows: |
Year | Amount | |||
2008 |
$ | 8,096 | ||
2009 |
5,835 | |||
2010 |
4,742 | |||
2011 |
4,327 |
6
Goodwill | ||
The changes in the carrying amount of goodwill during the six months ended June 30, 2007 were not material. |
3) | Net Income Per Share | |
The following table sets forth the computation of basic and diluted net income per share: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Numerator: |
||||||||||||||||
Net income |
$ | 22,527 | $ | 24,374 | $ | 49,817 | $ | 39,809 | ||||||||
Denominator: |
||||||||||||||||
Shares used in net income per common share basic |
56,820 | 55,338 | 56,587 | 54,999 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Stock options, restricted stock units and employee stock
purchase plan |
1,119 | 569 | 1,046 | 589 | ||||||||||||
Shares used in net income per common share diluted |
57,939 | 55,907 | 57,633 | 55,588 | ||||||||||||
Net income per common share: |
||||||||||||||||
Basic |
$ | 0.40 | $ | 0.44 | $ | 0.88 | $ | 0.72 | ||||||||
Diluted |
$ | 0.39 | $ | 0.44 | $ | 0.86 | $ | 0.72 | ||||||||
For purposes of computing diluted net income per common share, 1,997,191 and 2,744,392 outstanding options for the three and six months ended June 30, 2007, respectively, and 4,783,409 and 4,745,550 outstanding options for the three and six months ended June 30, 2006, respectively, were excluded from the calculation as their inclusion would be anti-dilutive. There were options to purchase approximately 5,393,854 and 8,208,548 shares of the Companys common stock outstanding as of June 30, 2007 and 2006, respectively. | ||
4) | Inventories | |
Inventories consist of the following: |
June 30, | December 31, | |||||||
2007 | 2006 | |||||||
Raw material |
$ | 83,513 | $ | 82,007 | ||||
Work in process |
31,041 | 26,943 | ||||||
Finished goods |
49,159 | 40,870 | ||||||
$ | 163,713 | $ | 149,820 | |||||
5) | Stockholders Equity |
Comprehensive Income | ||
Components of comprehensive income were as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net income |
$ | 22,527 | $ | 24,374 | $ | 49,817 | $ | 39,809 | ||||||||
Other comprehensive income (loss): |
||||||||||||||||
Changes in value of financial
instruments designated as cash flow
hedges (net of tax of $90 and $0 for
the three months ended June 30,
respectively, and net of tax benefit
of $91 and $271 for the six months
ended June 30, respectively) |
148 | | (154 | ) | (452 | ) | ||||||||||
Foreign currency translation adjustment |
(95 | ) | 960 | 255 | 1,830 | |||||||||||
Unrealized gain on investments (net of
tax of $26 and $1 for the three months
ended June 30, respectively, and net
of tax of $42 and $34 for the six
months ended June 30, respectively) |
44 | 3 | 71 | 57 | ||||||||||||
Other comprehensive income |
97 | 963 | 172 | 1,435 | ||||||||||||
Total comprehensive income |
$ | 22,624 | $ | 25,337 | $ | 49,989 | $ | 41,244 | ||||||||
7
Stock Repurchase Program | ||
On February 12, 2007, MKS Board of Directors approved a share repurchase program (the Program) for the repurchase of up to $300 million of its outstanding stock over the subsequent two years. The repurchases may be made from time to time on the open market or through privately negotiated transactions. The timing and amount of any shares repurchased under the Program will depend on a variety of factors, including price, corporate and regulatory requirements, capital availability, and other market conditions. The Program may be discontinued at any time at the discretion of the Company and its Board of Directors. During the three months ended June 30, 2007, we repurchased 690,765 shares of common stock for $18,844,288 for an average price of $27.28 and during the six months ended June 30, 2007, we repurchased 1,200,765 shares of common stock for $31,719,084 for an average price of $26.42. | ||
Share-Based Compensation | ||
At June 30, 2007, total unrecognized estimated compensation cost related to non-vested stock options, restricted stock and restricted stock units (collectively stock-based shares) granted prior to that date was approximately $27,334,564, which is expected to be recognized over a weighted-average period of 2.1 years. Net stock-based shares, after forfeitures and cancellations, granted during the six months ended June 30, 2007 and 2006 represented 1.0% and 1.1%, respectively, of outstanding shares as of the beginning of each fiscal period and represented 1.0% and 1.1%, respectively, of outstanding shares as of the end of each fiscal period. | ||
6) | Income Taxes | |
The Company has adopted FASB Interpretation 48, Accounting for Uncertainty in Income Taxes (FIN 48), as of January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no adjustment in the liability for unrecognized income tax benefits. At the adoption date of January 1, 2007, the total amount of gross unrecognized tax benefits, which excludes interest and penalties discussed below, was approximately $10,500,000. If these benefits were recognized in a future period, the timing of which is not estimable, the net unrecognized tax benefit of approximately $10,100,000 would impact the Companys effective tax rate. The total amount of gross unrecognized tax benefits at June 30, 2007 was approximately $11,700,000. The increase from January 1, 2007 was primarily attributable to tax positions taken by the Company in the current year. | ||
MKS and its subsidiaries are subject to U.S. federal income tax as well as the income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through 2002. At June 30, 2007, there were ongoing audits in various other tax jurisdictions. The Company does not expect any material changes to the returns as filed from these open audits. | ||
Within the next four quarters, the statute of limitations will close on the 2001 and 2002 tax returns filed in various foreign jurisdictions. As a result, it is reasonably expected that net unrecognized tax benefits from these foreign jurisdictions may be recognized within the next four quarters. The recognition of these tax benefits is not expected to have a material impact on the Companys financial statements. The Company does not reasonably expect any other significant changes in the next four quarters. The following tax years, in the major tax jurisdictions noted, are open for assessment or refund: U.S. Federal: 2003 to 2006, Germany: 2002 to 2006, Korea: 2005 and 2006, Japan: 2001 to 2006, and the United Kingdom: 2005 and 2006. | ||
The Company will accrue interest and, if applicable, penalties, for any uncertain tax positions. This interest and penalty expense will be a component of income tax expense. At the date of adoption of FIN 48 and at June 30, 2007, the Company had approximately $700,000 and $1,000,000, respectively, accrued for interest on unrecognized tax benefits. | ||
The Companys effective tax rate for the three and six months ended June 30, 2007 was 27.9% and 29.2%, respectively. The effective tax rate is less than the statutory tax rate primarily due to the profits of the Companys international subsidiaries being taxed at rates lower than the U.S. statutory tax rate and the benefit from U.S. research and development credits. | ||
7) | Geographic, Product and Significant Customer Information | |
The Company operates in one segment for the development, manufacturing, sales and servicing of products that measure, control, power and monitor critical parameters of advanced manufacturing processes. The Companys chief decision-maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. |
8
Information about the Companys operations in different geographic regions is presented in the tables below. Net sales to unaffiliated customers are based on the location in which the sale originated. Transfers between geographic areas are at negotiated transfer prices and have been eliminated from consolidated net sales. |
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, | June 30, | |||||||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||||||
Geographic net sales: |
||||||||||||||||||||
United States |
$ | 127,505 | $ | 133,376 | $ | 257,852 | $ | 258,509 | ||||||||||||
Japan |
27,897 | 23,947 | 53,943 | 46,105 | ||||||||||||||||
Europe |
22,009 | 17,339 | 42,936 | 31,871 | ||||||||||||||||
Asia |
26,567 | 23,689 | 60,679 | 40,927 | ||||||||||||||||
$ | 203,978 | $ | 198,351 | $ | 415,410 | $ | 377,412 | |||||||||||||
June 30, | December 31, | |||||||
2007 | 2006 | |||||||
Long-lived assets: |
||||||||
United States |
$ | 66,841 | $ | 68,393 | ||||
Japan |
5,758 | 5,479 | ||||||
Europe |
4,667 | 4,908 | ||||||
Asia |
5,240 | 3,609 | ||||||
$ | 82,506 | $ | 82,389 | |||||
The Company groups its products into three product groups. Net sales for these product groups are as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Instruments and Control Systems |
$ | 97,338 | $ | 94,316 | $ | 198,529 | $ | 178,224 | ||||||||
Power and Reactive Gas Products |
86,813 | 83,645 | 172,380 | 160,229 | ||||||||||||
Vacuum Products |
19,827 | 20,390 | 44,501 | 38,959 | ||||||||||||
$ | 203,978 | $ | 198,351 | $ | 415,410 | $ | 377,412 | |||||||||
The Company had one customer comprising 21% of net sales for the three months ended June 30, 2007 and one customer comprising 20% of net sales for the six months ended June 30, 2007. The Company had one customer comprising 22% of net sales for the three months ended June 30, 2006, and two customers comprising 22% and 10%, respectively, of net sales for the six months ended June 30, 2006. | ||
8) | Commitments and Contingencies | |
The Company is subject to various legal proceedings and claims, which have arisen in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys results of operations, financial condition or cash flows. | ||
The Company reviewed its contractual obligations and commercial commitments as of June 30, 2007 and determined that there were no significant changes from the ones set forth in the Companys Annual Report on Form 10-K for the year ended December 31, 2006. However, certain changes in the Companys obligations related to the adoption of FIN 48 are discussed in Note 6, Income Taxes, in the Notes to Consolidated Financial Statements in this Form 10-Q. | ||
9) | Product Warranties | |
The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related revenue. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Companys warranty obligation is affected by product failure rates, utilization levels, material usage, and supplier warranties on parts delivered to the Company. Should actual product failure rates, utilization levels, material usage, or supplier warranties on parts differ from the Companys estimates, revisions to the estimated warranty liability would be required. |
9
Product warranty activities for the six months ended June 30 were as follows: |
2007 | 2006 | |||||||
Balance at January 1 |
$ | 11,549 | $ | 7,766 | ||||
Fair value of warranty liabilities acquired during the period |
| 612 | ||||||
Provisions for product warranties during the period |
4,020 | 7,299 | ||||||
Direct charges to warranty liability during the period |
(4,211 | ) | (4,606 | ) | ||||
Balance at June 30 |
$ | 11,358 | $ | 11,071 | ||||
10) | Recently Issued Accounting Pronouncements | |
In September 2006, the Financial Accounting Standards Board (the FASB) issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements would be separately disclosed by level within the fair value hierarchy. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. MKS is currently in the process of evaluating any potential impact of SFAS 157. | ||
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities (SFAS 159). SFAS 159 permits companies to choose to measure certain financial instruments and certain other items at fair value and requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007, although early adoption is permitted. The Company is currently evaluating the impact of SFAS 159 and has not yet determined its possible effect on its consolidated financial statements. |
10
11
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of sales |
57.8 | 56.4 | 56.9 | 57.5 | ||||||||||||
Gross profit |
42.2 | 43.6 | 43.1 | 42.5 | ||||||||||||
Research and development |
9.0 | 8.9 | 8.8 | 8.9 | ||||||||||||
Selling, general and administrative |
17.6 | 15.3 | 17.0 | 15.9 | ||||||||||||
Amortization of acquired intangible assets |
2.0 | 2.0 | 2.0 | 2.5 | ||||||||||||
Purchase of in-process technology |
| | | 0.3 | ||||||||||||
Income from operations |
13.6 | 17.4 | 15.3 | 14.9 | ||||||||||||
Interest income, net |
1.7 | 1.0 | 1.7 | 0.9 | ||||||||||||
Income before income taxes |
15.3 | 18.4 | 17.0 | 15.8 | ||||||||||||
Provision for income taxes |
4.3 | 6.1 | 5.0 | 5.3 | ||||||||||||
Net income |
11.0 | % | 12.3 | % | 12.0 | % | 10.5 | % | ||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | ||||||||||||||||||||
Net sales |
$ | 204.0 | $ | 198.4 | 2.8 | $ | 415.4 | $ | 377.4 | 10.1 |
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
% Points | % Points | ||||||||||||||||||||||||
2007 | 2006 | Change | 2007 | 2006 | Change | ||||||||||||||||||||
Gross profit as a percentage of net sales |
42.2 | % | 43.6 | % | (1.4 | ) | 43.1 | % | 42.5 | % | 0.6 |
12
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | ||||||||||||||||||||
Research and development expenses |
$ | 18.4 | $ | 17.7 | 3.9 | $ | 36.7 | $ | 33.7 | 8.7 |
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | ||||||||||||||||||||
Selling, general and
administrative expenses |
$ | 35.9 | $ | 30.3 | 18.6 | $ | 70.5 | $ | 60.1 | 17.4 |
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | ||||||||||||||||||||
Amortization of acquired
intangible assets |
$ | 4.1 | $ | 4.1 | | $ | 8.2 | $ | 9.3 | (12.0 | ) |
13
Three Months Ended | Six Months Ended | ||||||||||||||||||||||||
June 30, | June 30, | ||||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | ||||||||||||||||||||
Interest income, net |
$ | 3.6 | $ | 1.9 | 85.2 | $ | 6.9 | $ | 3.4 | 104.7 |
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2007 | 2006 | 2007 | 2006 | ||||||||||||||
Provision for income taxes |
$ | 8.7 | $ | 12.0 | $ | 20.6 | $ | 19.9 |
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15
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(d) | ||||||||||||||||
(c) | Maximum Number (or | |||||||||||||||
Total Number of | Approximate Dollar | |||||||||||||||
Shares (or Units) | Value) of Shares | |||||||||||||||
(a) | Purchased as Part | (or Units) that May | ||||||||||||||
Total Number of | (b) | of Publicly | Yet Be Purchased | |||||||||||||
Shares (or Units) | Average Price Paid | Announced Plans or | Under the Plans or | |||||||||||||
Period | Purchased 1 | per Share (or Unit) | Programs1 | Programs2 | ||||||||||||
4/1/07 4/30/07 |
| $ | 25.24 | 510,000 | $ | 287,125,203 | ||||||||||
5/1/07 5/31/07 |
265,000 | $ | 26.97 | 775,000 | $ | 279,976,858 | ||||||||||
6/1/07 6/30/07 |
425,765 | $ | 27.47 | 1,200,765 | $ | 268,280,916 |
1) | We repurchased an aggregate of 1,200,765 shares of our common stock pursuant to the repurchase program that we publicly announced on February 12, 2007 (the Program). | |
2) | Our board of directors approved the repurchase by us of up to an aggregate of $300 million of our common stock pursuant to the Program. The expiration date of this Program is February 11, 2009, unless terminated earlier by resolution of our board of directors. |
Votes For | Votes Withheld | |||||||
Cristina H. Amon |
52,129,867 | 955,233 | ||||||
Richard S. Chute |
36,900,159 | 16,184,941 |
Votes For | Votes Against | Votes Abstaining | ||||||
53,000,848 |
53,921 | 30,331 |
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Exhibit No. | Exhibit Description | |||
3.1 | (1) | Restated Articles of Organization |
||
3.2 | (2) | Articles of Amendment, as filed with the Secretary of State of Massachusetts on May 18, 2001 |
||
3.3 | (3) | Articles of Amendment, as filed with the Secretary of State of Massachusetts on May 16, 2002 |
||
3.4 | (4) | Amended and Restated By-Laws |
||
31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended |
|||
31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended |
|||
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(1) | Incorporated by reference to the Registration Statement on Form S-4 (File No. 333-49738) filed with the Securities and Exchange Commission on November 13, 2000. | |
(2) | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. | |
(3) | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. | |
(4) | Incorporated by reference to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 28, 1999, as amended. |
MKS INSTRUMENTS, INC. |
||||
August 8, 2007 | By: | /s/ Ronald C. Weigner | ||
Ronald C. Weigner | ||||
Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
18
1. | I have reviewed this report on Form 10-Q of MKS Instruments, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control and financial reporting. |
Date: August 8, 2007 | /s/ Leo Berlinghieri | |||
Leo Berlinghieri | ||||
Chief Executive Officer and President (Principal Executive Officer) |
||||
1. | I have reviewed this report on Form 10-Q of MKS Instruments, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | Disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control and financial reporting. |
Date: August 8, 2007 | /s/ Ronald C. Weigner | |||
Ronald C. Weigner | ||||
Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: August 8, 2007 | /s/ Leo Berlinghieri | |||
Leo Berlinghieri | ||||
Chief Executive Officer and President | ||||
Dated: August 8, 2007 | /s/ Ronald C. Weigner | |||
Ronald C. Weigner | ||||
Vice President and Chief Financial Officer | ||||