UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of Earliest Event Reported): | July 21, 2010 |
MKS Instruments, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Massachusetts | 000-23621 | 04-2277512 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2 Tech Drive, Suite 201, Andover, Massachusetts | 01810 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 978-645-5500 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On July 21, 2010 MKS Instruments, Inc. announced its financial results for the quarter ended June 30, 2010. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated July 21, 2010.
SIGNATURES
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 hereunto duly authorized.
| MKS Instruments, Inc. | ||||
| July 21, 2010 | By: |
/s/ Seth H. Bagshaw
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| Name: Seth H. Bagshaw | ||||
| Title: VP & CFO | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Press Release dated July 21, 2010 |
(MKS LOGO)
EXHIBIT 99.1
Contact: Seth H. Bagshaw
Vice President & Chief Financial Officer
Telephone: 978.645.5500
MKS Instruments Reports Record Sales
and Record Earnings in Q2 2010
Andover, Mass., July 21, 2010 — MKS Instruments, Inc. (NASDAQ: MKSI), a global provider of technologies that enable advanced processes and improve productivity, today reports second quarter 2010 financial results.
Sales were $220.6 million, an increase of 15 percent from $192.2 million in the first quarter of 2010, and an increase of 192 percent from $75.6 million in the second quarter of 2009.
Non-GAAP net earnings, which exclude special items, were $33.4 million, or $0.66 per diluted share, compared to $28.9 million, or $0.57 per diluted share in the first quarter of 2010, and a net loss of $4.2 million, or ($0.08) per basic share in the second quarter of 2009.
GAAP net income was $38.8 million, or $0.76 per diluted share, compared to net income of $29.2 million, or $0.58 per diluted share in the first quarter of 2010, and a net loss of $207.1 million, or ($4.20) per basic share in the second quarter of 2009. Included in the GAAP results are the effect of our decision to divest two small product lines in the second quarter of 2010 which are shown as discontinued operations.
Leo Berlinghieri, Chief Executive Officer and President, said, “We achieved record revenue and Non-GAAP net earnings for the second quarter, with revenue increasing an additional 15% sequentially to $221 million and nearly 200% from a year ago.
“We continue to gain share and achieve critical design wins in SEMI. We are also continuing to successfully execute our strategy of diversification into other advanced and growing markets, which achieved a new quarterly sales record in this quarter. As a result of our efforts in all of the markets we serve, coupled with our ability to ramp production levels quickly, our sales in the first half of 2010 have already surpassed sales volumes for all of 2009.
“Over the last four quarters, the semiconductor industry has experienced phenomenal growth and our sales to other advanced markets continued to exceed our expectations. Based upon industry projections and current business levels, we estimate that our third quarter sales may range from $210 to $230 million, and at these volumes, our Non-GAAP net earnings could range from $0.58 to $0.71 per share.”
Management will discuss second quarter financial results on a conference call today at 4:30 p.m. (eastern time). Dial-in numbers are (800) 762-8779 for domestic callers and (480) 629-9771 for international callers. The call will be broadcast live and available for replay at www.mksinst.com. To hear a telephone replay through July 28, 2010, dial (303) 590-3030, pass code 4317832#.
The financial results that exclude certain charges and special items are not in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP). MKS’ management believes the presentation of non-GAAP financial measures, which exclude costs associated with acquisitions and special items, is useful to investors for comparing prior periods and analyzing ongoing business trends and operating results.
MKS Instruments, Inc. is a leading, global provider of technologies to power, control, deliver, monitor, measure and analyze advanced processes in high growth applications. Our primary served markets are manufacturers of capital equipment for thin film applications including semiconductor devices, flat panel displays, light emitting diodes (LEDs), solar cells, data storage media and coatings, as well as medical equipment; energy generation and environmental monitoring processes; biopharm and other industrial manufacturing; and university, government and industrial research laboratories.
This release contains projections or other forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act regarding MKS’ future growth and the future financial performance of MKS. These projections or statements are only predictions. Actual events or results may differ materially from those in the projections or other forward-looking statements set forth herein. Among the important factors that could cause actual events to differ materially from those in the projections or other forward-looking statements are the fluctuations in capital spending in the semiconductor industry, fluctuations in net sales to MKS’ major customers, potential fluctuations in quarterly results, the challenges, risks and costs involved with integrating the operations of MKS and any acquired companies, dependence on new product development, rapid technological and market change, acquisition strategy, manufacturing and sourcing risks, volatility of stock price, international operations, financial risk management, and future growth subject to risks. Readers are referred to MKS’ filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, for a discussion of these and other important risk factors concerning MKS and its operations. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
###
MKS Instruments, Inc.
Unaudited Consolidated Statements of Operations
(In thousands, except per share data)
| Three Months Ended | ||||||||||||
| June 30, 2010 | June 30, 2009 | March 31, 2010 | ||||||||||
Net sales |
$ | 220,647 | $ | 75,623 | $ | 192,166 | ||||||
Cost of sales |
123,328 | 51,373 | 106,671 | |||||||||
Gross profit |
97,319 | 24,250 | 85,495 | |||||||||
Research and development |
16,154 | 11,514 | 15,675 | |||||||||
Selling, general and administrative |
30,902 | 24,620 | 27,812 | |||||||||
Amortization of acquired intangible assets |
314 | 690 | 469 | |||||||||
Gain on sale of asset |
— | — | (682 | ) | ||||||||
Goodwill and asset impairment charges |
— | 142,958 | — | |||||||||
Restructuring |
— | 15 | — | |||||||||
Income (loss) from operations |
49,949 | (155,547 | ) | 42,221 | ||||||||
Interest income, net |
254 | 213 | 325 | |||||||||
Income (loss) from continuing operations before income taxes |
50,203 | (155,334 | ) | 42,546 | ||||||||
Provision (benefit) for income taxes |
17,059 | (8,986 | ) | 13,548 | ||||||||
Income (loss) from continuing operations |
33,144 | (146,348 | ) | 28,998 | ||||||||
Income (loss) from discontinued operations, net of taxes |
5,633 | (60,786 | ) | 227 | ||||||||
Net income (loss) |
$ | 38,777 | $ | (207,134 | ) | $ | 29,225 | |||||
Basic income (loss) per share: |
||||||||||||
Continuing operations |
$ | 0.66 | $ | (2.97 | ) | $ | 0.58 | |||||
Discontinued operations |
0.11 | (1.23 | ) | 0.01 | ||||||||
Net income (loss) |
$ | 0.77 | $ | (4.20 | ) | $ | 0.59 | |||||
Diluted income (loss) per share: |
||||||||||||
Continuing operations |
$ | 0.65 | $ | (2.97 | ) | $ | 0.57 | |||||
Discontinued operations |
0.11 | (1.23 | ) | 0.01 | ||||||||
Net income (loss) |
$ | 0.76 | $ | (4.20 | ) | $ | 0.58 | |||||
Weighted average shares outstanding: |
||||||||||||
Basic |
50,067 | 49,307 | 49,601 | |||||||||
Diluted |
50,870 | 49,307 | 50,600 | |||||||||
The following supplemental Non-GAAP earnings information is
presented to aid in understanding MKS’ operating results: |
||||||||||||
Income (loss) from continuing operations |
$ | 33,144 | $ | (146,348 | ) | $ | 28,998 | |||||
Adjustments (net of tax, if applicable): |
||||||||||||
Amortization of acquired intangible assets |
314 | 690 | 469 | |||||||||
Gain on sale of asset (Note 1) |
— | — | (682 | ) | ||||||||
Goodwill and asset impairment charges (Note 2) |
— | 142,958 | — | |||||||||
Restructuring and related items (Note 3) |
— | 15 | — | |||||||||
Proforma tax adjustments |
(90 | ) | (1,562 | ) | 108 | |||||||
Non-GAAP net earnings (Note 4) |
$ | 33,368 | $ | (4,247 | ) | $ | 28,893 | |||||
Non-GAAP net earnings per share (Note 4) |
$ | 0.66 | $ | (0.08 | ) | $ | 0.57 | |||||
Weighted average shares outstanding |
50,870 | 49,307 | 50,600 | |||||||||
Note 1: The three month period ended March 31, 2010 includes a $682 gain on the sale of a vacated
facility.
Note 2: The three month period ended June 30, 2009 includes a $142,958 charge related to the
impairment of goodwill and other long-lived assets.
Note 3: The three month period ended June 30, 2009 includes $15 of restructuring charges primarily
for severance related costs.
Note 4: The Non-GAAP net earnings (loss) and Non-GAAP net earnings (loss) per share amounts exclude
amortization of acquired intangible assets, acquisition and disposition related charges and special
items, net of applicable income taxes.
MKS Instruments, Inc.
Unaudited Consolidated Statements of Operations
(In thousands, except per share data)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2010 | 2009 | |||||||
Net sales |
$ | 412,813 | $ | 147,888 | ||||
Cost of sales |
229,999 | 115,120 | ||||||
Gross profit |
182,814 | 32,768 | ||||||
Research and development |
31,829 | 25,963 | ||||||
Selling, general and administrative |
58,714 | 51,273 | ||||||
Amortization of acquired intangible assets |
783 | 1,381 | ||||||
Gain on sale of asset |
(682 | ) | — | |||||
Goodwill and asset impairment charges |
— | 142,958 | ||||||
Restructuring |
— | 5,393 | ||||||
Income (loss) from operations |
92,170 | (194,200 | ) | |||||
Interest income, net |
579 | 1,222 | ||||||
Income (loss) from continuing operations before income taxes |
92,749 | (192,978 | ) | |||||
Provision (benefit) for income taxes |
30,607 | (31,657 | ) | |||||
Income (loss) from continuing operations |
62,142 | (161,321 | ) | |||||
Income (loss) from discontinued operations, net of taxes |
5,860 | (62,312 | ) | |||||
Net income (loss) |
$ | 68,002 | $ | (223,633 | ) | |||
Basic income (loss) per share: |
||||||||
Continuing operations |
$ | 1.24 | $ | (3.28 | ) | |||
Discontinued operations |
0.12 | (1.27 | ) | |||||
Net income (loss) |
$ | 1.36 | $ | (4.55 | ) | |||
Diluted income (loss) per share: |
||||||||
Continuing operations |
$ | 1.22 | $ | (3.28 | ) | |||
Discontinued operations |
0.12 | (1.27 | ) | |||||
Net income (loss) |
$ | 1.34 | $ | (4.55 | ) | |||
Weighted average shares outstanding: |
||||||||
Basic |
49,834 | 49,151 | ||||||
Diluted |
50,735 | 49,151 | ||||||
The following supplemental Non-GAAP earnings information is
presented to aid in understanding MKS’ operating results: |
||||||||
Income (loss) from continuing operations |
$ | 62,142 | $ | (161,321 | ) | |||
Adjustments (net of tax, if applicable): |
||||||||
Amortization of acquired intangible assets |
783 | 1,381 | ||||||
Excess & obsolete inventory adjustment (Note 1) |
— | 12,900 | ||||||
Gain on sale of asset (Note 2) |
(682 | ) | — | |||||
Goodwill and asset impairment charges (Note 3) |
— | 142,958 | ||||||
Restructuring and related items (Note 4) |
— | 4,144 | ||||||
(Benefit) for income taxes (Note 5) |
— | (6,370 | ) | |||||
Proforma tax adjustments |
18 | (8,175 | ) | |||||
Non-GAAP net earnings (Note 6) |
$ | 62,261 | $ | (14,483 | ) | |||
Non-GAAP net earnings per share (Note 6) |
$ | 1.23 | $ | (0.29 | ) | |||
Weighted average shares outstanding |
50,735 | 49,151 | ||||||
Note 1: Cost of sales for the six month period ended June 30, 2009 includes $12,900 of special
charges for excess, obsolete and committed inventory purchases.
Note 2: The six month period ended June 30, 2010 includes a $682 gain on the sale of a vacated
facility.
Note 3: The six month period ended June 30, 2009 includes a $142,958 charge related to the
impairment of goodwill and other long-lived assets.
Note 4: The six month period ended June 30, 2009 includes $5,393 of restructuring charges
primarily for severance related costs offset by a credit of $1,249 for the reversal of previously
expensed equity compensation charges of terminated employees.
Note 5: The six month period ended June 30, 2009 includes a benefit of $6,370 attributable to the
reversal of FIN 48 reserve items as a result of a Federal audit close.
Note 6: The Non-GAAP net earnings (loss) and Non-GAAP net earnings (loss) per share amounts
exclude amortization of acquired intangible assets, acquisition and disposition related charges and
special items, net of applicable income taxes.
MKS Instruments, Inc.
Unaudited Consolidated Balance Sheet
(In thousands)
| June 30, 2010 | December 31, 2009 | |||||||
ASSETS |
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Cash and short-term investments |
$ | 323,414 | $ | 271,795 | ||||
Trade accounts receivable |
149,863 | 94,215 | ||||||
Inventories |
137,305 | 118,004 | ||||||
Other current assets |
55,081 | 48,867 | ||||||
Total current assets |
665,663 | 532,881 | ||||||
Property, plant and equipment, net |
65,568 | 67,196 | ||||||
Goodwill |
138,850 | 144,511 | ||||||
Other acquired intangible assets |
2,243 | 4,963 | ||||||
Other assets |
10,735 | 24,518 | ||||||
Total assets |
$ | 883,059 | $ | 774,069 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Short-term debt |
$ | 12,986 | $ | 12,885 | ||||
Accounts payable |
38,902 | 26,292 | ||||||
Accrued expenses and other liabilities |
56,257 | 32,123 | ||||||
Total current liabilities |
108,145 | 71,300 | ||||||
Other long-term liabilities |
21,071 | 17,836 | ||||||
Stockholders’ equity: |
||||||||
Common stock |
113 | 113 | ||||||
Additional paid-in capital |
652,004 | 645,411 | ||||||
Retained earnings |
96,771 | 28,769 | ||||||
Other stockholders’ equity |
4,955 | 10,640 | ||||||
Total stockholders’ equity |
753,843 | 684,933 | ||||||
Total liabilities and stockholders’ equity |
$ | 883,059 | $ | 774,069 | ||||