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 | (I.R.S. Employer | |
of incorporation or organization) | Identification No.) | |
2 Tech Drive, Suite 201, Andover, Massachusetts | 01810 | |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
3 | ||||||||
4 | ||||||||
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6 | ||||||||
20 | ||||||||
26 | ||||||||
27 | ||||||||
27 | ||||||||
27 | ||||||||
28 | ||||||||
EXHIBIT INDEX |
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EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
2
June 30, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 151,522 | $ | 111,009 | ||||
Short-term investments |
171,892 | 160,786 | ||||||
Trade accounts receivable, net |
149,863 | 94,215 | ||||||
Inventories |
137,305 | 118,004 | ||||||
Income tax receivable |
13,599 | 14,476 | ||||||
Deferred income taxes |
28,001 | 21,505 | ||||||
Other current assets |
13,481 | 12,886 | ||||||
Total current assets |
665,663 | 532,881 | ||||||
Property, plant and equipment, net |
65,568 | 67,196 | ||||||
Goodwill |
138,850 | 144,511 | ||||||
Acquired intangible assets, net |
2,243 | 4,963 | ||||||
Other assets |
10,735 | 24,518 | ||||||
Total assets |
$ | 883,059 | $ | 774,069 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term borrowings |
$ | 12,986 | $ | 12,885 | ||||
Accounts payable |
38,902 | 26,292 | ||||||
Accrued compensation |
25,664 | 10,658 | ||||||
Other current liabilities |
30,593 | 21,465 | ||||||
Total current liabilities |
108,145 | 71,300 | ||||||
Other liabilities |
21,071 | 17,836 | ||||||
Commitments and contingencies (Note 16) |
||||||||
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; 50,158,151 and
49,514,941 shares issued and outstanding at June 30, 2010 and December
31, 2009, respectively |
113 | 113 | ||||||
Additional paid-in capital |
652,004 | 645,411 | ||||||
Retained earnings |
96,771 | 28,769 | ||||||
Accumulated other comprehensive income |
4,955 | 10,640 | ||||||
Total stockholders equity |
753,843 | 684,933 | ||||||
Total liabilities and stockholders equity |
$ | 883,059 | $ | 774,069 | ||||
3
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net revenues |
||||||||||||||||
Products |
$ | 198,930 | $ | 59,739 | $ | 370,001 | $ | 118,236 | ||||||||
Services |
21,717 | 15,884 | 42,812 | 29,652 | ||||||||||||
Total net revenues |
220,647 | 75,623 | 412,813 | 147,888 | ||||||||||||
Cost of revenues |
||||||||||||||||
Cost of products |
111,117 | 41,825 | 205,256 | 95,543 | ||||||||||||
Cost of services |
12,211 | 9,548 | 24,743 | 19,577 | ||||||||||||
Total cost of revenues |
123,328 | 51,373 | 229,999 | 115,120 | ||||||||||||
Gross profit |
97,319 | 24,250 | 182,814 | 32,768 | ||||||||||||
Research and development |
16,154 | 11,514 | 31,829 | 25,963 | ||||||||||||
Selling, general and administrative |
30,902 | 24,620 | 58,714 | 51,273 | ||||||||||||
Amortization of acquired intangible assets |
314 | 690 | 783 | 1,381 | ||||||||||||
Goodwill and asset impairment charges |
| 142,958 | | 142,958 | ||||||||||||
Gain on sale of asset |
| | (682 | ) | | |||||||||||
Restructuring |
| 15 | | 5,393 | ||||||||||||
Income (loss) from operations |
49,949 | (155,547 | ) | 92,170 | (194,200 | ) | ||||||||||
Interest income |
284 | 266 | 631 | 1,323 | ||||||||||||
Interest expense |
(30 | ) | (53 | ) | (52 | ) | (101 | ) | ||||||||
Income (loss) from continuing operations before income taxes |
50,203 | (155,334 | ) | 92,749 | (192,978 | ) | ||||||||||
Provision (benefit) for income taxes |
17,059 | (8,986 | ) | 30,607 | (31,657 | ) | ||||||||||
Income (loss) from continuing operations |
33,144 | (146,348 | ) | 62,142 | (161,321 | ) | ||||||||||
Income (loss) from discontinued operations, net of taxes |
5,633 | (60,786 | ) | 5,860 | (62,312 | ) | ||||||||||
Net income (loss) |
$ | 38,777 | $ | (207,134 | ) | $ | 68,002 | $ | (223,633 | ) | ||||||
Basic income (loss) per share: |
||||||||||||||||
Continuing operations |
$ | 0.66 | $ | (2.97 | ) | $ | 1.24 | $ | (3.28 | ) | ||||||
Discontinued operations |
0.11 | (1.23 | ) | 0.12 | (1.27 | ) | ||||||||||
Net income (loss) |
$ | 0.77 | $ | (4.20 | ) | $ | 1.36 | $ | (4.55 | ) | ||||||
Diluted income (loss) per share: |
||||||||||||||||
Continuing operations |
$ | 0.65 | $ | (2.97 | ) | $ | 1.22 | $ | (3.28 | ) | ||||||
Discontinued operations |
0.11 | (1.23 | ) | 0.12 | (1.27 | ) | ||||||||||
Net income (loss) |
$ | 0.76 | $ | (4.20 | ) | $ | 1.34 | $ | (4.55 | ) | ||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
50,067 | 49,307 | 49,834 | 49,151 | ||||||||||||
Diluted |
50,870 | 49,307 | 50,735 | 49,151 | ||||||||||||
4
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net income (loss) |
$ | 68,002 | $ | (223,633 | ) | |||
Adjustments to reconcile income (loss) to net cash provided by (used
in) operating activities: |
||||||||
Depreciation and amortization |
7,037 | 10,004 | ||||||
Stock-based compensation |
4,310 | 4,173 | ||||||
Provision for excess and obsolete inventory |
4,926 | 14,796 | ||||||
Impairment of goodwill |
| 193,254 | ||||||
Impairment of intangibles and other long-lived assets |
| 15,243 | ||||||
Gain on disposal of discontinued operations |
(4,228 | ) | | |||||
Other |
918 | (220 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Trade accounts receivable |
(57,994 | ) | 26,536 | |||||
Inventories |
(28,280 | ) | (1,261 | ) | ||||
Income taxes |
3,519 | (29,542 | ) | |||||
Other current assets |
(696 | ) | (912 | ) | ||||
Accrued expenses and other current liabilities |
27,700 | (13,369 | ) | |||||
Accounts payable |
13,959 | (968 | ) | |||||
Net cash provided by (used in) operating activities |
39,173 | (5,899 | ) | |||||
Cash flows from investing activities: |
||||||||
Purchases of short-term and long-term available-for-sale investments |
(111,767 | ) | (125,742 | ) | ||||
Maturities, sales and settlements of short-term and long-term
available-for-sale investments |
104,544 | 162,054 | ||||||
Purchases of property, plant and equipment |
(6,627 | ) | (2,366 | ) | ||||
Proceeds from sale of assets |
2,113 | 84 | ||||||
Net proceeds from sale of discontinued operations |
15,097 | | ||||||
Other |
(1,438 | ) | 607 | |||||
Net cash provided by investing activities |
1,922 | 34,637 | ||||||
Cash flows from financing activities: |
||||||||
Proceeds from short-term borrowings |
71,795 | 86,014 | ||||||
Payments on short-term borrowings |
(72,319 | ) | (94,056 | ) | ||||
Net proceeds (payments) related to employee stock awards |
2,265 | (672 | ) | |||||
Other |
640 | (626 | ) | |||||
Net cash provided by (used in) financing activities |
2,381 | (9,340 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
(2,963 | ) | 1,044 | |||||
Increase in cash and cash equivalents |
40,513 | 20,442 | ||||||
Cash and cash equivalents at beginning of period |
111,009 | 119,261 | ||||||
Cash and cash equivalents at end of period |
$ | 151,522 | $ | 139,703 | ||||
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, 2010 and for the three and six months ended June 30, 2010 and 2009 are 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 consolidated balance sheet presented as of December 31, 2009 has been derived from the audited consolidated financial statements as of that date. 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 United States generally accepted accounting principles (U.S. GAAP). 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, 2009 filed with the Securities and Exchange Commission on February 26, 2010. |
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, 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. |
During the second quarter of 2010, the Company committed to a plan to divest two product lines, as their growth potential no longer met the Companys long-term strategic objectives. The Company completed the sale of one product line, Ion Systems, Inc. (Ion), during the second quarter of 2010. The results of operations of the two product lines have been classified as discontinued operations in the consolidated statements of operations for all periods presented. The assets and liabilities of these discontinued product lines have not been reclassified and segregated in the consolidated balance sheets or consolidated statements of cash flows due to their immaterial amounts. Refer to Note 12 for additional disclosure of the discontinued operations. |
For the periods in 2009, shown in the table below, the Company revised the amounts related to cash (used in) provided by operating activities and cash (used in) financing activities in its consolidated statements of cash flows to correct for immaterial errors. These corrections related to adjusting the excess tax benefit amounts associated with stock-based compensation. |
2009 | ||||||||||||||||
Three Months | Six Months | Nine Months Ended | Year Ended | |||||||||||||
Ended March 31, | Ended June 30, | September 30, | December 31, | |||||||||||||
Net cash (used in) provided by
operating activities: |
||||||||||||||||
As reported |
$ | (5,753 | ) | $ | (2,104 | ) | $ | (1,147 | ) | $ | 7,368 | |||||
As adjusted |
(9,779 | ) | (5,899 | ) | (4,336 | ) | 4,903 | |||||||||
Change |
$ | (4,026 | ) | $ | (3,795 | ) | $ | (3,189 | ) | $ | (2,465 | ) | ||||
Net cash (used in) financing activities: |
||||||||||||||||
As reported |
$ | (14,060 | ) | $ | (13,135 | ) | $ | (11,690 | ) | $ | (8,021 | ) | ||||
As adjusted |
(10,034 | ) | (9,340 | ) | (8,501 | ) | (5,556 | ) | ||||||||
Change |
$ | 4,026 | $ | 3,795 | $ | 3,189 | $ | 2,465 | ||||||||
2) | Recently Issued Accounting Pronouncements |
In January 2010, the Financial Accounting Standards Board (FASB) issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities in and out of Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For |
6
example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update is effective for companies with interim and annual reporting periods after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for interim and annual reporting periods beginning after December 15, 2010. The Company adopted the updated guidance in the first quarter of 2010 and the adoption did not have an impact on the Companys financial position, results of operations, or cash flows. |
In October 2009, the FASB issued guidance that establishes new accounting and reporting provisions for arrangements including multiple revenue-generating activities. This guidance provides amendments to the criteria for separating deliverables, measuring and allocating arrangement consideration to one or more units of accounting. The amendments in this guidance also establish a selling price hierarchy for determining the selling price of a deliverable. Significantly enhanced disclosures are also required to provide information about a vendors multiple-deliverable revenue arrangements, including information about the nature and terms, significant deliverables, and its performance within arrangements. The amendments also require providing information about the significant judgments made and changes to those judgments and about how the application of the relative selling-price method affects the timing or amount of revenue recognition. The amendments in this guidance are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is currently evaluating the potential impact of this new guidance on its consolidated financial statements. |
In October 2009, the FASB issued guidance that changes the accounting model for revenue arrangements that include both tangible products and software elements that are essential to the functionality, and scopes these products out of current software revenue guidance. The new guidance will include factors to help companies determine what software elements are considered essential to the functionality. The amendments will now subject software-enabled products to other revenue guidance and disclosure requirements, such as guidance surrounding revenue arrangements with multiple-deliverables. The amendments in this guidance are effective prospectively for revenue arrangements entered into or materially modified in the fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company is currently evaluating the potential impact of this new guidance on its consolidated financial statements. |
3) | Cash and Cash Equivalents and Investments |
All highly liquid investments with a maturity date of three months or less at the date of purchase are considered to be cash equivalents. The appropriate classification of investments in securities is determined at the time of purchase. Debt and equity securities that the Company does not have the intent and ability to hold to maturity are classified as available-for-sale and are carried at fair value. Unrealized gains and losses on securities classified as available-for-sale are included in accumulated other comprehensive income (OCI) in consolidated stockholders equity. |
The Company reviews its investment portfolio on a monthly basis to identify and evaluate individual investments that have indications of possible impairment. The factors considered in determining whether a loss is other-than-temporary include: the length of time and extent to which fair market value has been below the cost basis, the financial condition and near-term prospects of the issuer, credit quality, and the Companys ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The Company concluded there were no impaired investments as of June 30, 2010 and December 31, 2009, respectively. |
The fair value of short-term available-for-sale investments with maturities or estimated lives of less than one year consists of the following: |
June 30, 2010 | December 31, 2009 | |||||||
Money market funds and certificates of deposit |
$ | 6,133 | $ | 4,296 | ||||
Equity mutual funds |
394 | 449 | ||||||
U.S. agency obligations |
152,279 | 150,648 | ||||||
Corporate obligations |
13,086 | 5,393 | ||||||
$ | 171,892 | $ | 160,786 | |||||
7
The fair value of long-term available-for-sale investments (included in Other assets) with maturities or estimated lives of more than one year consists of the following: |
June 30, 2010 | December 31, 2009 | |||||||
U.S. agency obligations |
$ | | $ | 4,853 | ||||
The following table shows the gross unrealized gains and losses aggregated by investment category: |
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | Estimated | ||||||||||||||
Cost | Gains | (Losses) | Fair Value | |||||||||||||
As of June 30, 2010: |
||||||||||||||||
Equity mutual funds |
$ | 649 | $ | | $ | (255 | ) | $ | 394 | |||||||
U.S. agency obligations |
143,074 | 61 | (137 | ) | 142,998 | |||||||||||
Corporate obligations |
12,243 | 7 | | 12,250 | ||||||||||||
$ | 155,966 | $ | 68 | $ | (392 | ) | $ | 155,642 | ||||||||
As of December 31, 2009: |
||||||||||||||||
Equity mutual funds |
$ | 649 | $ | | $ | (200 | ) | $ | 449 | |||||||
U.S. agency obligations |
147,354 | 75 | (82 | ) | 147,347 | |||||||||||
Corporate obligations |
1,493 | 1 | | 1,494 | ||||||||||||
$ | 149,496 | $ | 76 | $ | (282 | ) | $ | 149,290 | ||||||||
Interest income is accrued as earned. Dividend income is recognized as income on the date the stock trades ex-dividend. The cost of marketable securities sold is determined by the specific identification method and realized gains or losses are reflected in income and were not material for the three and six months ended June 30, 2010 and 2009, respectively. |
4) | Fair Value Measurements |
In accordance with the provisions of fair value accounting, a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability and defines fair value based upon an exit price model. |
The fair value measurement guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value: |
Level 1 | Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 assets and liabilities include money market funds, debt and equity securities and derivative contracts that are traded in an active exchange market. | |||
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes certain corporate obligations and non-exchange traded derivative contracts. | |||
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. |
8
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Other | Unobservable | ||||||||||||||
Identical Assets | Observable | Inputs | ||||||||||||||
Description | June 30, 2010 | (Level 1) | Inputs (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Money market funds and certificates of
deposit |
$ | 59,830 | $ | 59,830 | $ | | $ | | ||||||||
Available-for-sale equity securities: |
||||||||||||||||
Equity mutual funds (1) |
394 | 394 | | | ||||||||||||
Available-for-sale debt securities: |
||||||||||||||||
U.S. agency obligations |
152,279 | 152,279 | | | ||||||||||||
Corporate obligations |
13,086 | 13,086 | | | ||||||||||||
Derivatives currency forward contracts |
1,236 | | 1,236 | | ||||||||||||
Total assets |
$ | 256,825 | $ | 255,589 | $ | 1,236 | $ | | ||||||||
Liabilities: |
||||||||||||||||
Supplemental retirement benefits (2) |
$ | 513 | $ | 513 | $ | | $ | | ||||||||
Derivatives currency forward contracts |
1,279 | | 1,279 | | ||||||||||||
Total liabilities |
$ | 1,792 | $ | 513 | $ | 1,279 | $ | | ||||||||
Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2009, are summarized as follows: |
Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets for | Other | Unobservable | ||||||||||||||
Identical Assets | Observable | Inputs | ||||||||||||||
Description | December 31, 2009 | (Level 1) | Inputs (Level 2) | (Level 3) | ||||||||||||
Assets: |
||||||||||||||||
Money market funds and certificates of
deposit |
$ | 8,071 | $ | 8,071 | $ | | $ | | ||||||||
Available-for-sale equity securities: |
||||||||||||||||
Equity mutual funds (1) |
449 | 449 | | | ||||||||||||
Available-for-sale debt securities: |
||||||||||||||||
U.S. agency obligations |
158,665 | 158,665 | | | ||||||||||||
Corporate obligations |
5,393 | 5,393 | | | ||||||||||||
Derivatives currency forward contracts |
1,505 | | 1,505 | | ||||||||||||
Total assets |
$ | 174,083 | $ | 172,578 | $ | 1,505 | $ | | ||||||||
Liabilities: |
||||||||||||||||
Supplemental retirement benefits (2) |
$ | 546 | $ | 546 | $ | | $ | | ||||||||
Derivatives currency forward contracts |
423 | | 423 | | ||||||||||||
Total liabilities |
$ | 969 | $ | 546 | $ | 423 | $ | | ||||||||
(1) | Relates to short-term investments associated with the Companys supplemental defined contribution retirement benefits. | |
(2) | Relates to the Companys obligations to pay benefits under its supplemental defined contribution retirement benefits, which are included in Other liabilities. |
9
Money Market Funds |
As of June 30, 2010, this asset class consisted primarily of a money market portfolio that comprises Federal government and U.S. Treasury securities, classified within Level 1 of the fair value hierarchy because its valued using quoted market prices in an active market for an identical asset. As of December 31, 2009, this asset class consisted primarily of certificates of deposit at financial institutions. |
Available-For-Sale Equity Securities |
As of June 30, 2010 and December 31, 2009, available-for-sale equity securities consisted of certain U.S. and international equity mutual funds, classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets. |
Available-For-Sale Debt Securities |
As of June 30, 2010 and December 31, 2009, available-for-sale debt securities consisted of U.S. agency and corporate obligations classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets. |
Supplemental Retirement Benefits |
As of June 30, 2010 and December 31, 2009, supplemental defined contribution retirement benefit liabilities were measured at fair-value based on the market return of certain U.S. and international equity mutual funds, classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in an active market for identical assets. |
Derivatives |
As a result of the Companys global operating activities, the Company is exposed to market risks from changes in foreign currency exchange rates, which may adversely affect its operating results and financial position. When deemed appropriate, the Company minimizes its risks from foreign currency exchange rate fluctuations through the use of derivative financial instruments. The principal market in which the Company executes its foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. The forward foreign currency exchange contracts are valued using broker quotations, or market transactions and are classified within Level 2 of the fair value hierarchy. |
Assets and liabilities of the Company measured at fair value on a non-recurring basis as of December 31, 2009, are summarized as follows: |
Fair Value Measurements Using | ||||||||||||||||||||
Quoted Prices in | Significant | |||||||||||||||||||
Active Markets for | Significant Other | Unobservable | ||||||||||||||||||
December 31, | Identical Assets | Observable Inputs | Inputs | |||||||||||||||||
Description | 2009 | (Level 1) | (Level 2) | (Level 3) | Total Losses | |||||||||||||||
Assets |
||||||||||||||||||||
Goodwill (1) |
$ | 144,511 | $ | | $ | | $ | 144,511 | $ | 193,254 | ||||||||||
Definite-lived intangible assets (2) |
4,963 | | | 4,963 | 11,699 | |||||||||||||||
Long-lived assets held and used |
1,297 | | 1,297 | | 3,544 | |||||||||||||||
Total assets |
$ | 150,771 | $ | | $ | 1,297 | $ | 149,474 | $ | 208,497 | ||||||||||
(1) | For the twelve months ended December 31, 2009, the goodwill impairment charge of $193,254,000 includes $53,840,000 of charges classified in discontinued operations in the consolidated statement of operations. | |
(2) | For the twelve months ended December 31, 2009, the definite-lived intangible asset impairment charge of $11,699,000 is classified in discontinued operations in the consolidated statement of operations. |
10
In accordance with the provisions of accounting for goodwill and other intangible assets, during the second quarter of 2009, goodwill with a carrying amount of $337,765,000 was written down to its implied fair value of $144,511,000, resulting in an impairment charge of $193,254,000, which was included in earnings in such quarter. In accordance with the provisions of accounting for the impairment of long-lived assets, during the second quarter of 2009, definite-lived intangible assets with a carrying amount of $18,866,000, were written down to their fair value of $7,167,000, resulting in an impairment charge of $11,699,000, which was included in earnings in such quarter. Refer to Note 7 for the information and description used to develop the inputs and the fair value determination of the Level 3 goodwill and other definite-lived intangible assets. |
The long-lived asset held and used with a carrying amount of $4,841,000 was written down in the second quarter of 2009 to its fair value of $1,297,000, resulting in a loss of $3,544,000, which was included in earnings in such quarter. During the first quarter of 2010, the Company sold this long-lived asset for its net realizable value of approximately $1,297,000. In addition, the Company sold a vacated facility during the first quarter of 2010 and received net proceeds of $785,000 and recorded a net gain on the sale of $682,000. |
5) | Derivatives |
The Company enters into derivative instruments for risk management purposes only, including derivatives designated as hedging instruments and those utilized as economic hedges. The Company operates internationally and, in the normal course of business, is exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of financing, investing and operating the business. The Company has used derivative instruments, such as forward contracts, to manage certain foreign currency exposure. |
By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with major investment grade financial institutions and no collateral is required. The Company has policies to monitor the credit risk of these counterparties. While there can be no assurance, the Company does not anticipate any material non-performance by any of these counterparties. |
The Company hedges a portion of its forecasted foreign currency denominated intercompany sales of inventory, over a maximum period of eighteen months, using forward foreign exchange contracts accounted for as cash-flow hedges related to Japanese, South Korean, British and European currencies. To the extent these derivatives are effective in off-setting the variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives fair value are not included in current earnings but are included in OCI in stockholders equity. These changes in fair value will subsequently be reclassified into earnings as a component of product cost, as applicable, when the forecasted transaction occurs. To the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded currently in earnings in the period it occurs. The cash flows resulting from forward exchange contracts are classified in the consolidated statements of cash flows as part of cash flows from operating activities. The Company does not enter into derivative instruments for trading or speculative purposes. |
To the extent the hedge accounting criteria is not met, the related foreign currency forward contracts are considered as economic hedges and changes in the fair value of these contracts are recorded immediately in earnings in the period in which they occur. These include hedges that are used to reduce exchange rate risks arising from the change in fair value of certain foreign currency denominated assets and liabilities (i.e., payables, receivables) and other economic hedges where the hedge accounting criteria were not met. |
As of June 30, 2010 and December 31, 2009, the Company had outstanding forward foreign exchange contracts with gross notional values of $42,441,000 and $48,724,000, respectively. The following tables provide a summary of the primary net hedging positions and corresponding fair values held as of June 30, 2010 and December 31, 2009: |
11
June 30, 2010 | ||||||||
Gross Notional | ||||||||
Currency Hedged (Buy/Sell) | Value | Fair Value (1) | ||||||
U.S. Dollar/Japanese Yen |
$ | 20,170 | $ | (687 | ) | |||
U.S. Dollar/South Korean Won |
15,823 | 127 | ||||||
U.S. Dollar/Euro |
4,601 | 857 | ||||||
U.S. Dollar/U.K. Pound Sterling |
1,847 | (339 | ) | |||||
Total |
$ | 42,441 | $ | (42 | ) | |||
December 31, 2009 | ||||||||
Gross Notional | ||||||||
Currency Hedged (Buy/Sell) | Value | Fair Value (1) | ||||||
U.S. Dollar/Japanese Yen |
$ | 28,980 | $ | 1,220 | ||||
U.S. Dollar/South Korean Won |
8,477 | (338 | ) | |||||
U.S. Dollar/Euro |
8,069 | 149 | ||||||
U.S. Dollar/U.K. Pound Sterling |
3,198 | 51 | ||||||
Total |
$ | 48,724 | $ | 1,082 | ||||
(1) | Represents the net receivable (payable) amount included in the consolidated balance sheets. |
The following table provides a summary of the fair value amounts of the Companys derivative instruments: |
June 30, | December 31, | |||||||
Derivatives Designated as Hedging Instruments | 2010 | 2009 | ||||||
Derivative assets: |
||||||||
Forward exchange contracts |
$ | 1,237 | $ | 1,505 | ||||
Derivative liabilities: |
||||||||
Forward exchange contracts |
(1,279 | ) | (423 | ) | ||||
Total net derivative (liabilities) assets designated as hedging instruments (1) |
$ | (42 | ) | $ | 1,082 | |||
(1) | The derivative asset of $1,237,000 and derivative liability of $1,279,000 are classified in other current assets and other current liabilities, respectively, in the consolidated balance sheet as of June 30, 2010. The derivative asset of $1,505,000 and derivative liability of $423,000 are classified in other current assets and other current liabilities, respectively, in the consolidated balance sheet as of December 31, 2009. |
The following table provides a summary of the gains (losses) on derivatives designated as hedging instruments: |
Derivatives Designated as Cash Flow Hedging Relationships | Three Months Ended | Six Months Ended | ||||||||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||||||
Forward exchange contracts | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net loss recognized in OCI (1) |
$ | (1,097 | ) | $ | (1,790 | ) | $ | (741 | ) | $ | (101 | ) | ||||
Net gain reclassified from OCI into income (2) |
371 | 1,028 | 384 | 1,585 | ||||||||||||
Net gain recognized in income (3) |
| 939 | | 939 |
(1) | Net change in the fair value of the effective portion classified in OCI. | |
(2) | Effective portion classified as cost of products. | |
(3) | Ineffective portion and amount excluded from effectiveness testing, classified in selling, general and administrative. |
12
6) | Inventories |
Inventories consist of the following: |
June 30, 2010 | December 31, 2009 | |||||||
Raw material |
$ | 70,513 | $ | 56,083 | ||||
Work-in-process |
21,092 | 16,501 | ||||||
Finished goods |
45,700 | 45,420 | ||||||
$ | 137,305 | $ | 118,004 | |||||
During the first quarter of 2009, the Company recorded charges of $14,373,000 for excess and obsolete inventory. The excess and obsolete inventory charge was primarily a result of a lower inventory consumption plan in the first quarter of 2009 that the Company implemented in response to the weakness in its markets during that period. |
7) | Goodwill and Intangible Assets |
Goodwill |
The Company tests goodwill for impairment on an annual basis, which has been determined to be as of October 31 of each fiscal year. The Company also tests goodwill between annual tests if an event occurs or circumstances change that indicate that the fair value of a reporting unit may be below its carrying value. |
Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a discounted cash flow (DCF) analysis. Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, perpetual growth rates, and the amount and timing of expected future cash flows. Discount rates are based on a weighted average cost of capital (WACC), which represents the average rate a business must pay its providers of debt and equity. The WACC used to test goodwill was derived from a group of comparable companies. The cash flows employed in the DCF analysis were derived from internal earnings and forecasts and external market forecasts. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. |
The second step of the goodwill impairment test compares the implied fair value of the reporting units goodwill with its carrying amount of goodwill to measure the amount of impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination, whereby the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting units goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. |
The Company determined that during the second quarter of 2010, an interim assessment for impairment was required for the goodwill allocated to its CIT reporting unit, since a component of the reporting unit was sold, and a second component was classified as held for sale. During this interim assessment, the Company determined that the estimated fair value of its CIT reporting unit exceeded its carrying amount and as a result, the goodwill of the reporting unit was not impaired and the second step of the impairment test was not required. |
During the second quarter of 2009, the Company determined an interim assessment for impairment should be conducted for its goodwill due to various factors, including market and economic conditions that contributed to a decline in the Companys forecasted business levels, and the excess of the Companys consolidated net assets over its market capitalization for a sustained period of time. During this interim assessment, the Company determined that for certain reporting units, the carrying amount of their net assets exceeded their respective fair values, indicating that a potential impairment existed. After completing the second step of the goodwill impairment test, the Company recorded a goodwill impairment charge in the second quarter of 2009 of $193,254,000. In |
13
2010, the Company reclassified $53,840,000 of the goodwill impairment charge to discontinued operations for the three and six months ended June 30, 2009 as it related to the two discontinued product lines. |
The Company completed its annual impairment test as of October 31, 2009 and concluded that no additional impairment of goodwill existed. |
The changes in the carrying amount of goodwill and accumulated impairment losses during the six months ended June 30, 2010 and twelve months ended December 31, 2009 were as follows: |
2010 | 2009 | |||||||||||||||||||||||
Gross | Accumulated | Gross | Accumulated | |||||||||||||||||||||
Carrying | Impairment | Carrying | Impairment | |||||||||||||||||||||
Amount | Loss | Net | Amount | Loss | Net | |||||||||||||||||||
Beginning balance at January 1
|
$ | 337,765 | $ | (193,254 | ) | $ | 144,511 | $ | 337,765 | $ | - | $ | 337,765 | |||||||||||
Sale of discontinued operation (1)
|
(44,925 | ) | 39,264 | (5,661 | ) | - | - | | ||||||||||||||||
Impairment losses (2)
|
- | - | - | - | (193,254 | ) | (193,254 | ) | ||||||||||||||||
Ending balance at June 30, 2010 and December 31, 2009
|
$ | 292,840 | $ | (153,990 | ) | $ | 138,850 | $ | 337,765 | $ | (193,254 | ) | $ | 144,511 | ||||||||||
(1) | During the second quarter of 2010, the Company sold its Ion business and as a result wrote-off the related net goodwill to the gain on sale of discontinued operations. | |
(2) | For the twelve months ended December 31, 2009, $53,840,000 of the goodwill impairment charge was classified in discontinued operations in the consolidated statement of operations. |
Intangible Assets |
The Company is required to test certain long-lived assets when indicators of impairment are present. For the purposes of the impairment test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Due to various factors, including market and economic conditions that contributed to a decline in the Companys forecasted business levels, and the excess of the Companys consolidated net assets over market capitalization for a sustained period of time, the Company concluded an interim assessment for impairment should be conducted for its intangible assets as of April 30, 2009. The Company tested the long-lived assets in question for recoverability by comparing the sum of the undiscounted cash flows attributable to each respective asset group to their carrying amounts, and determined that the carrying amounts were not recoverable. Management then evaluated the fair values of each long-lived asset of the potentially impaired long-lived asset group to determine the amount of the impairment, if any. The fair value of each intangible asset was based primarily on an income approach, which is a present value technique used to measure the fair value of future cash flows produced by the asset. The Company estimated future cash flows over the remaining useful life of each intangible asset. As a result of this analysis, the Company determined that certain of its intangible assets related to completed technology, customer relationships, and patents and trademarks had carrying values that exceeded their estimated fair values. As a result, an impairment charge of $11,699,000 was recorded in the second quarter of 2009. This impairment charge is classified in discontinued operations in the consolidated statement of operations as the intangible assets relate to the two discontinued product lines. |
Components of the Companys acquired intangible assets are comprised of the following: |
As of June 30, 2010: |
Accumulated | ||||||||||||
Gross (1) | Amortization (1) | Net | ||||||||||
Completed technology |
$ | 77,904 | $ | (77,000 | ) | $ | 904 | |||||
Customer relationships |
9,290 | (8,289 | ) | 1,001 | ||||||||
Patents, trademarks, trade names and other |
25,721 | (25,383 | ) | 338 | ||||||||
$ | 112,915 | $ | (110,672 | ) | $ | 2,243 | ||||||
14
(1) | Excludes $15,791,000 and $14,095,000 from gross and accumulated amortization, respectively, as a result of the Companys sale of its Ion business. |
For the year ended and as of December 31, 2009: |
Impairment | Accumulated | |||||||||||||||
Gross | Charges (1) | Amortization | Net | |||||||||||||
Completed technology |
$ | 88,855 | $ | (3,812 | ) | $ | (82,705 | ) | $ | 2,338 | ||||||
Customer relationships |
21,879 | (7,113 | ) | (13,326 | ) | 1,440 | ||||||||||
Patents, trademarks, trade names and other |
29,672 | (774 | ) | (27,713 | ) | 1,185 | ||||||||||
$ | 140,406 | $ | (11,699 | ) | $ | (123,744 | ) | $ | 4,963 | |||||||
(1) | For the twelve months ended December 31, 2009, the intangible asset impairment charge of $11,699,000 is classified in discontinued operations in the consolidated statement of operations. |
Aggregate amortization expense related to acquired intangibles for the three and six months ended June 30, 2010 was $314,000 and $783,000, respectively. Aggregate amortization expense related to acquired intangibles for the three and six months ended June 30, 2009 was $690,000 and $1,381,000, respectively. Estimated amortization expense for each of the four remaining fiscal years is as follows: |
Year |
Amount | |||
2010 (remaining) |
$ | 499 | ||
2011 |
989 | |||
2012 |
389 | |||
2013 |
366 |
8) | Debt |
On July 31, 2010, the Optional Advance Demand Grid Note dated August 3, 2004 expired without renewal. The unsecured short-term LIBOR-based loan agreement was with HSBC Bank USA and was utilized primarily by the Companys Japanese subsidiary for short-term liquidity purposes and had a maximum borrowing amount of $5,000,000. The Company did not have outstanding borrowings under this line of credit at June 30, 2010 or December 31, 2009. |
Additionally, the Companys Japanese subsidiary has lines of credit and short-term borrowing arrangements with two financial institutions that provide for aggregate borrowings as of June 30, 2010 of up to an equivalent of $28,229,000, which generally expire and are renewed at three month intervals. At June 30, 2010 and December 31, 2009, total borrowings outstanding under these arrangements were $12,986,000 and $12,885,000, respectively, at interest rates ranging from 0.73% to 1.47% at June 30, 2010 and at interest rates ranging from 0.76% to 1.48% at December 31, 2009. |
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 shipment volume, 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. The product warranty liability is included in other current liabilities in the consolidated balance sheets. |
15
Product warranty activities were as follows: |
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
Balance at January 1 |
$ | 6,560 | $ | 8,334 | ||||
Provision for product warranties |
4,731 | (93 | ) | |||||
Direct charges to warranty liability |
(2,309 | ) | (1,829 | ) | ||||
Balance at June 30 |
$ | 8,982 | $ | 6,412 | ||||
10) | Restructuring |
In the first quarter of 2009, the Company initiated a restructuring plan due to the global financial crisis and its impact on the Companys semiconductor equipment OEM customers and the other markets it serves. The plan included a reduction in the Companys worldwide headcount of approximately 630 people, which represented approximately 24% of its global workforce. |
The Company recorded restructuring charges of $15,000 and $5,393,000 during the three and six months ended June 30, 2009, respectively. The restructuring charges were primarily for severance and other charges associated with the reductions in workforce. As of June 30, 2010 and 2009, the accrued restructuring costs totaled zero and $663,000, respectively and were included in accrued compensation in the consolidated balance sheets. |
The activity related to the Companys restructuring accrual is shown below: |
Six Months Ended June 30, | ||||||||
2010 | 2009 | |||||||
Beginning balance |
$ | 220 | $ | | ||||
Charged to expense (1) |
| 5,688 | ||||||
Payments |
(220 | ) | (5,025 | ) | ||||
Ending balance |
$ | | $ | 663 | ||||
(1) | For the six months ended June 30, 2009, restructuring charges of $295,000 are classified in discontinued operations in the consolidated statement of operations. |
11) | Income Taxes |
The Companys effective tax rate for the three and six months ended June 30, 2010 was 34.0% and 33.0%, respectively. The effective tax rate for the six months ended June 30, 2010 and the related income tax provision was lower than the U.S. statutory tax rate primarily due to geographic mix of income and profits earned by the Companys international subsidiaries being taxed at rates lower than the U.S. statutory rate. The Companys effective tax rate for the three and six months ended June 30, 2009 was 5.8% and 16.4%, respectively. The effective tax rate for the six months ended June 30, 2009 and the related tax benefit was lower than the U.S. statutory tax rate primarily due to non-deductible goodwill impairment charges of $139,414,000 during the second quarter of 2009. |
At June 30, 2010, the total amount of gross unrecognized tax benefits, which excludes interest and penalties, was approximately $10,729,000. At December 31, 2009, the total amount of gross unrecognized tax benefits, which excludes interest and penalties, was approximately $9,085,000. The net increase from December 31, 2009 was primarily attributable to an increase in reserves for existing uncertain tax positions. If these benefits were recognized in a future period, the timing of which is not estimable, the net unrecognized tax benefit of $6,500,000, excluding interest and penalties, would impact the Companys effective tax rate. The Company accrues interest expense and, if applicable, penalties for any uncertain tax positions. Interest and penalties are classified as a component of income tax expense. At June 30, 2010 and December 31, 2009, the Company had accrued interest on unrecognized tax benefits of approximately $863,000 and $651,000, respectively. |
The Company and its subsidiaries are subject to examination by federal, state and foreign tax authorities. The statute of limitations for the Companys tax filings varies by tax jurisdiction between fiscal years 2001 through present. |
16
While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from the Companys accrued positions as a result of uncertain and complex application of tax regulations. Additionally, the recognition and measurement of certain tax benefits include estimates and judgment by management and inherently includes subjectivity. Accordingly, the Company could record additional provisions to U.S. federal, state, and foreign tax-related matters in the future as it revises estimates or settles or otherwise resolves the underlying matters. |
12) | Discontinued Operations |
During the second quarter of 2010, the Company committed to a plan to divest two product lines, as their growth potential no longer met the Companys long-term strategic objectives. The Company completed the sale of Ion on May 17, 2010 for $15,097,000 of net cash proceeds after expenses and recorded a pre-tax gain on the sale of $4,228,000. As a result of committing to a plan to divest a second product line and, therefore, meeting the asset held for sale criteria, during the second quarter of 2010, the Company performed a fair value analysis of the business in order to measure it at the lower of its carrying value or fair value less cost to dispose. Based on the analysis, it was determined that the carrying value was less than the fair value, less costs to dispose, and therefore, no impairment charge was required. This product line is considered held for sale as of June 30, 2010. |
The two product lines have been accounted for as discontinued operations. Accordingly, their results of operations have been reclassified to discontinued operations in the consolidated statements of operations for all periods presented. The assets and liabilities of these discontinued businesses have not been reclassified or segregated in the consolidated balance sheets or consolidated statements of cash flows due to their immaterial amounts. Net revenues and income (loss) from discontinued operations for the three and six months ended June 30, 2010 and 2009 are below: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net revenues |
$ | 3,881 | $ | 3,532 | $ | 9,784 | $ | 7,986 | ||||||||
Income (loss) from discontinued operations before income taxes |
$ | 786 | $ | (66,695 | ) | $ | 1,219 | $ | (68,651 | ) | ||||||
Gain from disposal of discontinued operations before income taxes |
4,228 | | 4,228 | | ||||||||||||
Income tax benefit |
(619 | ) | (5,909 | ) | (413 | ) | (6,339 | ) | ||||||||
Income (loss) from discontinued operations |
$ | 5,633 | $ | (60,786 | ) | $ | 5,860 | $ | (62,312 | ) | ||||||
For the three and six month periods ended June 30, 2009, the loss from discontinued operations before income taxes includes $65,539,000 of goodwill and intangible asset impairment charges. These charges were a result of the interim impairment assessment performed on April 30, 2009. |
13) | Net Income (Loss) Per Share |
The following table sets forth the computation of basic and diluted net income (loss) per share: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Numerator: |
||||||||||||||||
Income (loss) from continuing operations |
$ | 33,144 | $ | (146,348 | ) | $ | 62,142 | $ | (161,321 | ) | ||||||
Income (loss) from discontinued operations, net of tax |
5,633 | (60,786 | ) | 5,860 | (62,312 | ) | ||||||||||
Net income (loss) |
$ | 38,777 | $ | (207,134 | ) | $ | 68,002 | $ | (223,633 | ) | ||||||
Denominator: |
||||||||||||||||
Shares used in net income (loss) per common share basic |
50,067,000 | 49,307,000 | 49,834,000 | 49,151,000 | ||||||||||||
Effect of dilutive securities: |
||||||||||||||||
Stock options, restricted stock and employee stock purchase plan |
803,000 | | 901,000 | | ||||||||||||
Shares used in net income (loss) per common share diluted |
50,870,000 | 49,307,000 | 50,735,000 | 49,151,000 | ||||||||||||
Basic income (loss) per common share: |
17
Continuing operations |
$ | 0.66 | $ | (2.97 | ) | $ | 1.24 | $ | (3.28 | ) | ||||||
Discontinued operations |
0.11 | (1.23 | ) | 0.12 | (1.27 | ) | ||||||||||
Net income (loss) |
$ | 0.77 | $ | (4.20 | ) | $ | 1.36 | $ | (4.55 | ) | ||||||
Diluted income (loss) per common share: |
||||||||||||||||
Continuing operations |
$ | 0.65 | $ | (2.97 | ) | $ | 1.22 | $ | (3.28 | ) | ||||||
Discontinued operations |
0.11 | (1.23 | ) | 0.12 | (1.27 | ) | ||||||||||
Net income (loss) |
$ | 0.76 | $ | (4.20 | ) | $ | 1.24 | $ | (4.55 | ) | ||||||
Basic earnings per share (EPS) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding (using the treasury stock method) if securities containing potentially dilutive common shares (stock options and restricted stock units) had been converted to such common shares, and if such assumed conversion is dilutive. |
As of June 30, 2010, stock options and restricted stock units relating to an aggregate of approximately 3,637,000 shares were outstanding. For the three and six months ended June 30, 2010, 1,201,000 and 1,295,000 shares, respectively, were not included in the computation of diluted EPS because the exercise price of the option exceeded the average price per share during the period. |
As of June 30, 2009, stock options and restricted stock units relating to an aggregate of approximately 5,639,000 shares were outstanding. For the three and six months ended June 30, 2009, 4,004,000 and 4,311,000 shares, respectively, were not included in the computation of diluted EPS as the effect of including such securities in the computation would be anti-dilutive due to the Companys net loss for the period. |
14) | Comprehensive Income (Loss) |
Components of comprehensive income (loss) were as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net income (loss) |
$ | 38,777 | $ | (207,134 | ) | $ | 68,002 | $ | (223,633 | ) | ||||||
Other comprehensive income (loss): |
||||||||||||||||
Changes in value of financial instruments designated as cash flow hedges (net of tax) |
(905 | ) | (1,575 | ) | (690 | ) | (590 | ) | ||||||||
Foreign currency translation adjustment |
(2,953 | ) | 5,083 | (4,921 | ) | (362 | ) | |||||||||
Unrealized (loss) gain on investments (net of tax) |
(40 | ) | 139 | (74 | ) | (139 | ) | |||||||||
Other comprehensive (loss) income |
(3,898 | ) | 3,647 | (5,685 | ) | (1,091 | ) | |||||||||
Total comprehensive income (loss) |
$ | 34,879 | $ | (203,487 | ) | $ | 62,317 | $ | (224,724 | ) | ||||||
15) | 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. |
18
Information about the Companys operations in different geographic regions is presented in the tables below. Net revenues 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 revenues. |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Geographic net revenues: |
||||||||||||||||
United States |
$ | 128,011 | $ | 40,404 | $ | 240,813 | $ | 75,905 | ||||||||
Japan |
30,704 | 7,625 | 61,300 | 18,754 | ||||||||||||
Europe |
22,423 | 14,493 | 42,719 | 30,125 | ||||||||||||
Asia (excluding Japan) |
39,509 | 13,101 | 67,981 | 23,104 | ||||||||||||
$ | 220,647 | $ | 75,623 | $ | 412,813 | $ | 147,888 | |||||||||
June 30, 2010 | December 31, 2009 | |||||||
Long-lived assets: |
||||||||
United States |
$ | 53,182 | $ | 52,143 | ||||
Japan |
4,241 | 5,886 | ||||||
Europe |
3,969 | 3,621 | ||||||
Asia (excluding Japan) |
8,035 | 7,838 | ||||||
$ | 69,427 | $ | 69,488 | |||||
The Company groups its products into three product groups. Net product and service revenues for these product groups are as follows: |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Instruments and Control Systems |
$ | 114,249 | $ | 39,783 | $ | 203,345 | $ | 76,766 | ||||||||
Power and Reactive Gas Products |
87,693 | 27,681 | 173,464 | 55,655 | ||||||||||||
Vacuum Products |
18,705 | 8,159 | 36,004 | 15,467 | ||||||||||||
$ | 220,647 | $ | 75,623 | $ | 412,813 | $ | 147,888 | |||||||||
The Company had one customer comprising 17% of net revenues for both the three and six months ended June 30, 2010. The Company had one customer comprising 13% and 11% of net revenues for the three and six months ended June 30, 2009. |
16) | 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, 2010 and determined that there were no significant changes from the ones set forth in the notes to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2009. |
19
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
20
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Net revenues |
||||||||||||||||
Product |
90.2 | % | 79.0 | % | 89.6 | % | 79.9 | % | ||||||||
Services |
9.8 | 21.0 | 10.4 | 20.1 | ||||||||||||
Total net revenues |
100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||
Cost of revenues |
||||||||||||||||
Cost of product revenues |
50.4 | 55.3 | 49.7 | 64.6 | ||||||||||||
Cost of service revenues |
5.5 | 12.6 | 6.0 | 13.2 | ||||||||||||
Total cost of revenues |
55.9 | 67.9 | 55.7 | 77.8 | ||||||||||||
Gross profit |
44.1 | 32.1 | 44.3 | 22.2 | ||||||||||||
Research and development |
7.3 | 15.2 | 7.7 | 17.6 | ||||||||||||
Selling, general and administrative |
14.0 | 32.6 | 14.2 | 34.7 | ||||||||||||
Amortization of acquired intangible assets |
0.1 | 0.9 | 0.2 | 0.9 | ||||||||||||
Goodwill and asset impairment |
| 189.0 | | 96.7 | ||||||||||||
Gain on sale of asset |
| | (0.2 | ) | | |||||||||||
Restructuring |
| | | 3.6 | ||||||||||||
Income (loss) from operations |
22.7 | (205.6 | ) | 22.4 | (131.3 | ) | ||||||||||
Interest income, net |
0.1 | 0.3 | 0.1 | 0.8 | ||||||||||||
Income (loss) from continuing operations
before income taxes |
22.8 | (205.3 | ) | 22.5 | (130.5 | ) | ||||||||||
Provision (benefit) for income taxes |
7.7 | (11.9 | ) | 7.4 | (21.4 | ) | ||||||||||
Income (loss) from continuing operations |
15.1 | (193.4 | ) | 15.1 | (109.1 | ) | ||||||||||
Income (loss) from discontinued
operations, net of taxes |
2.6 | (80.4 | ) | 1.4 | (42.1 | ) | ||||||||||
Net income (loss) |
17.7 | % | (273.8 | )% | 16.5 | % | (151.2 | )% | ||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Net Revenues |
||||||||||||||||||||||||
Product |
$ | 198.9 | $ | 59.7 | 233.0 | % | $ | 370.0 | $ | 118.2 | 212.9 | % | ||||||||||||
Service |
21.7 | 15.9 | 36.7 | 42.8 | 29.7 | 44.4 | ||||||||||||||||||
Total net revenues |
$ | 220.6 | $ | 75.6 | 191.8 | % | $ | 412.8 | $ | 147.9 | 179.1 | % | ||||||||||||
21
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
% Points | % Points | |||||||||||||||||||||||
2010 | 2009 | Change | 2010 | 2009 | Change | |||||||||||||||||||
Gross profit as percentage of net revenues |
||||||||||||||||||||||||
Product |
44.1 | % | 30.0 | % | 14.1 | % | 44.5 | % | 19.2 | % | 25.3 | % | ||||||||||||
Service |
43.8 | 39.9 | 3.9 | 42.2 | 34.0 | 8.2 | ||||||||||||||||||
Total gross profit percentage |
44.1 | % | 32.1 | % | 12.0 | % | 44.3 | % | 22.2 | % | 22.1 | % | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Research and development expenses |
$ | 16.2 | $ | 11.5 | 40.3 | % | $ | 31.8 | $ | 26.0 | 22.6 | % |
22
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Selling, general and administrative expenses |
$ | 30.9 | $ | 24.6 | 25.5 | % | $ | 58.7 | $ | 51.3 | 14.5 | % |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Amortization of acquired intangible assets |
$ | 0.3 | $ | 0.7 | (54.5 | )% | $ | 0.8 | $ | 1.4 | (43.3 | )% |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Goodwill and asset impairment charges |
$ | | $ | 143.0 | (100.0 | )% | $ | | $ | 143.0 | (100.0 | )% |
23
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Gain on sale
of asset |
$ | | $ | | | % | $ | 0.7 | $ | | 100.0 | % |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Restructuring |
$ | | $ | | | % | $ | | $ | 5.4 | (100.0 | )% |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Interest income, net |
$ | 0.3 | $ | 0.2 | 19.2 | % | $ | 0.6 | $ | 1.2 | (52.6 | )% |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
Provision (benefit) for income taxes |
$ | 17.1 | $ | (9.0 | ) | $ | 30.6 | $ | (31.7 | ) |
24
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||
2010 | 2009 | % Change | 2010 | 2009 | % Change | |||||||||||||||||||
Income
(loss) from discontinued operations,
net of taxes |
$ | 5.6 | $ | (60.8 | ) | (109.3 | )% | $ | 5.9 | $ | (62.3 | ) | (109.4 | )% |
25
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
26
ITEM 4. | CONTROLS AND PROCEDURES. |
27
ITEM 6. | EXHIBITS. |
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 | |
101
|
The following materials from MKS Instruments, Inc.s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text. |
(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 5, 2010 | By: | /s/ Seth H. Bagshaw | ||
Seth H. Bagshaw | ||||
Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
28
1. | I have reviewed this Quarterly 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 15d-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 change 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 5, 2010
|
/s/ Leo Berlinghieri
|
|||
Chief Executive Officer and President | ||||
(Principal Executive Officer) |
1. | I have reviewed this Quarterly 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 15d-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 change 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 5, 2010
|
/s/ Seth H. Bagshaw
|
|||
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 5, 2010
|
/s/ Leo Berlinghieri
|
|||
Chief Executive Officer and President | ||||
Dated: August 5, 2010
|
/s/ Seth H. Bagshaw
|
|||
Vice President and Chief Financial Officer |