e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2010 |
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or |
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-23621
MKS INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
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Massachusetts
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04-2277512 |
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(State or other jurisdiction
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(I.R.S. Employer |
of incorporation or organization)
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Identification No.) |
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2 Tech Drive, Suite 201, Andover, Massachusetts
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01810 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (978) 645-5500
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of October 29, 2010 the registrant had 50,334,017 shares of common stock outstanding.
MKS INSTRUMENTS, INC.
FORM 10-Q
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
MKS INSTRUMENTS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(Unaudited)
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September 30, 2010 |
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December 31, 2009 |
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ASSETS
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Current assets: |
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Cash and cash equivalents |
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$ |
129,991 |
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$ |
111,009 |
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Short-term investments |
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213,734 |
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160,786 |
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Trade accounts receivable, net |
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155,619 |
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94,215 |
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Inventories |
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152,096 |
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118,004 |
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Income tax receivable |
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18,079 |
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14,476 |
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Deferred income taxes |
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23,548 |
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21,505 |
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Other current assets |
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14,845 |
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12,886 |
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Total current assets |
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707,912 |
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532,881 |
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Property, plant and equipment, net |
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67,659 |
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67,196 |
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Goodwill |
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137,728 |
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144,511 |
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Acquired intangible assets, net |
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1,993 |
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4,963 |
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Other assets |
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20,327 |
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24,518 |
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Total assets |
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$ |
935,619 |
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$ |
774,069 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
Current liabilities: |
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Short-term borrowings |
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$ |
9,553 |
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$ |
12,885 |
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Accounts payable |
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37,453 |
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26,292 |
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Accrued compensation |
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25,464 |
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10,658 |
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Other current liabilities |
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37,687 |
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21,465 |
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Total current liabilities |
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110,157 |
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71,300 |
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Other liabilities |
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23,809 |
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17,836 |
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Commitments and contingencies (Note 16) |
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Stockholders equity: |
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Preferred Stock, $0.01 par value, 2,000,000 shares authorized; none
issued and outstanding |
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Common Stock, no par value, 200,000,000 shares authorized; 50,317,188 and
49,514,941 shares issued and outstanding at September 30, 2010 and
December
31, 2009, respectively |
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113 |
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113 |
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Additional paid-in capital |
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654,610 |
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645,411 |
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Retained earnings |
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135,407 |
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28,769 |
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Accumulated other comprehensive income |
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11,523 |
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10,640 |
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Total stockholders equity |
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801,653 |
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684,933 |
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Total liabilities and stockholders equity |
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$ |
935,619 |
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$ |
774,069 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
MKS INSTRUMENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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Net revenues: |
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Products |
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$ |
199,376 |
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$ |
83,332 |
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$ |
569,377 |
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$ |
201,568 |
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Services |
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21,947 |
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18,696 |
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64,759 |
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48,348 |
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Total net revenues |
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221,323 |
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102,028 |
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634,136 |
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249,916 |
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Cost of revenues: |
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Cost of products |
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110,418 |
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53,263 |
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315,674 |
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148,806 |
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Cost of services |
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12,402 |
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10,891 |
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37,145 |
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30,468 |
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Total cost of revenues |
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122,820 |
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64,154 |
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352,819 |
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179,274 |
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Gross profit |
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98,503 |
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37,874 |
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281,317 |
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70,642 |
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Research and development |
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15,070 |
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11,448 |
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46,899 |
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37,411 |
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Selling, general and administrative |
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28,247 |
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22,984 |
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86,961 |
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74,257 |
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Amortization of acquired intangible assets |
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250 |
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690 |
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1,033 |
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2,071 |
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Goodwill and asset impairment charges |
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142,958 |
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Gain on sale of asset |
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(682 |
) |
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Restructuring |
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143 |
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5,536 |
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Income (loss) from operations |
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54,936 |
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2,609 |
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147,106 |
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(191,591 |
) |
Interest income |
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67 |
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316 |
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698 |
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1,639 |
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Interest expense |
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32 |
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53 |
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84 |
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154 |
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Income (loss) from continuing operations before income taxes |
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54,971 |
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2,872 |
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147,720 |
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(190,106 |
) |
Provision (benefit) for income taxes |
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18,370 |
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5,318 |
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48,977 |
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(26,339 |
) |
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Income (loss) from continuing operations |
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36,601 |
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(2,446 |
) |
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98,743 |
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(163,767 |
) |
Income (loss) from discontinued operations, net of taxes |
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2,035 |
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(1,527 |
) |
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7,895 |
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(63,839 |
) |
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Net income (loss) |
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$ |
38,636 |
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$ |
(3,973 |
) |
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$ |
106,638 |
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$ |
(227,606 |
) |
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Basic income (loss) per share: |
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Continuing operations |
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$ |
0.73 |
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$ |
(0.05 |
) |
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$ |
1.98 |
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$ |
(3.32 |
) |
Discontinued operations |
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0.04 |
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(0.03 |
) |
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0.16 |
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(1.30 |
) |
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Net income (loss) |
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$ |
0.77 |
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$ |
(0.08 |
) |
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$ |
2.13 |
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$ |
(4.62 |
) |
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Diluted income (loss) per share: |
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Continuing operations |
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$ |
0.72 |
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$ |
(0.05 |
) |
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$ |
1.94 |
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$ |
(3.32 |
) |
Discontinued operations |
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0.04 |
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(0.03 |
) |
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|
0.16 |
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(1.30 |
) |
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Net income (loss) |
|
$ |
0.76 |
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$ |
(0.08 |
) |
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$ |
2.10 |
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$ |
(4.62 |
) |
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Weighted average common shares outstanding: |
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Basic |
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50,226 |
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49,461 |
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49,965 |
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49,254 |
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Diluted |
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50,994 |
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49,461 |
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50,821 |
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|
49,254 |
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The accompanying notes are an integral part of the consolidated financial statements.
4
MKS INSTRUMENTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
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Nine Months Ended |
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September 30, |
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2010 |
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2009 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
106,638 |
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$ |
(227,606 |
) |
Adjustments to reconcile income (loss) to net cash provided by (used
in) operating activities: |
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Depreciation and amortization |
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10,619 |
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14,452 |
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Stock-based compensation |
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|
6,714 |
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|
6,406 |
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Provision for excess and obsolete inventory |
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|
8,804 |
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17,692 |
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Impairment of goodwill |
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|
193,254 |
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Impairment of intangibles and other long-lived assets |
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|
15,243 |
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Gain on disposal of discontinued operations |
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|
(4,431 |
) |
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Deferred income taxes |
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|
11,715 |
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|
(834 |
) |
Other |
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|
(2,450 |
) |
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|
925 |
|
Changes in operating assets and liabilities: |
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|
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|
Trade accounts receivable |
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|
(60,374 |
) |
|
|
12,137 |
|
Inventories |
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|
(44,414 |
) |
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|
1,656 |
|
Income taxes |
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|
(897 |
) |
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|
(25,525 |
) |
Other current assets |
|
|
(1,753 |
) |
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|
(1,997 |
) |
Accrued expenses and other current liabilities |
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|
33,849 |
|
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|
(11,153 |
) |
Accounts payable |
|
|
12,232 |
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|
1,014 |
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|
Net cash provided by (used in) operating activities |
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|
76,252 |
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|
(4,336 |
) |
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Cash flows from investing activities: |
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|
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|
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Purchases of short-term and long-term available-for-sale investments |
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(237,025 |
) |
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|
(176,250 |
) |
Maturities, sales and settlements of short-term and long-term
available-for-sale investments |
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|
176,093 |
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|
210,534 |
|
Purchases of property, plant and equipment |
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(11,430 |
) |
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|
(3,044 |
) |
Proceeds from sale of assets |
|
|
2,148 |
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|
88 |
|
Net proceeds from sale of discontinued operations |
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|
15,581 |
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Other |
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|
(1,061 |
) |
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|
416 |
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Net cash (used in) provided by investing activities |
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|
(55,694 |
) |
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|
31,744 |
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Cash flows from financing activities: |
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|
|
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Proceeds from short-term borrowings |
|
|
111,383 |
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|
|
120,012 |
|
Payments on short-term borrowings |
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|
(115,836 |
) |
|
|
(127,509 |
) |
Net proceeds (payments) related to employee stock awards |
|
|
1,409 |
|
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|
(124 |
) |
Other |
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|
1,830 |
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|
|
(880 |
) |
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Net cash used in financing activities |
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|
(1,214 |
) |
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|
(8,501 |
) |
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Effect of exchange rate changes on cash and cash equivalents |
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|
(362 |
) |
|
|
1,904 |
|
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|
Increase in cash and cash equivalents |
|
|
18,982 |
|
|
|
20,811 |
|
Cash and cash equivalents at beginning of period |
|
|
111,009 |
|
|
|
119,261 |
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
129,991 |
|
|
$ |
140,072 |
|
|
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|
The accompanying notes are an integral part of the consolidated financial statements.
5
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Tables in thousands, except share and per share data)
1) Basis of Presentation
The terms MKS and the Company refer to MKS Instruments, Inc. and its subsidiaries. The
interim financial data as of September 30, 2010 and for the three and nine months ended
September 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 Ion Systems, Inc. (Ion) during the second quarter of 2010
and the sale of Yield Dynamics, LLC (YDI) during the third 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.
|
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|
2009 |
|
|
Three Months |
|
Six Months |
|
Nine Months Ended |
|
Year Ended |
|
|
Ended March 31, |
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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
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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 September 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:
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
December 31, 2009 |
|
|
|
Money market funds and certificates of deposit |
|
$ |
18,420 |
|
|
$ |
4,296 |
|
Equity mutual funds |
|
|
457 |
|
|
|
449 |
|
U.S. agency obligations |
|
|
176,755 |
|
|
|
150,648 |
|
Corporate obligations |
|
|
18,102 |
|
|
|
5,393 |
|
|
|
|
|
|
$ |
213,734 |
|
|
$ |
160,786 |
|
|
|
|
7
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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:
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
December 31, 2009 |
|
|
|
U.S. agency obligations |
|
$ |
13,154 |
|
|
$ |
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 September 30, 2010: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity mutual funds |
|
$ |
649 |
|
|
$ |
|
|
|
$ |
(192 |
) |
|
$ |
457 |
|
U.S. agency obligations |
|
|
134,891 |
|
|
|
149 |
|
|
|
(109 |
) |
|
|
134,931 |
|
Corporate obligations |
|
|
15,734 |
|
|
|
19 |
|
|
|
|
|
|
|
15,753 |
|
|
|
|
|
|
$ |
151,274 |
|
|
$ |
168 |
|
|
$ |
(301 |
) |
|
$ |
151,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 nine months ended September 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
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
Assets and liabilities of the Company measured at fair value on a recurring basis as of
September 30, 2010, 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 |
|
September 30, 2010 |
|
(Level 1) |
|
Inputs (Level 2) |
|
(Level 3) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds and certificates of
deposit |
|
$ |
33,507 |
|
|
$ |
33,507 |
|
|
$ |
|
|
|
$ |
|
|
Available-for-sale equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity mutual funds (1) |
|
|
457 |
|
|
|
457 |
|
|
|
|
|
|
|
|
|
Available-for-sale debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. agency obligations |
|
|
209,908 |
|
|
|
209,908 |
|
|
|
|
|
|
|
|
|
Corporate obligations |
|
|
18,102 |
|
|
|
18,102 |
|
|
|
|
|
|
|
|
|
Derivatives currency forward contracts |
|
|
187 |
|
|
|
|
|
|
|
187 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
262,161 |
|
|
$ |
261,974 |
|
|
$ |
187 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental retirement benefits (2) |
|
$ |
595 |
|
|
$ |
595 |
|
|
$ |
|
|
|
$ |
|
|
Derivatives currency forward contracts |
|
|
3,469 |
|
|
|
|
|
|
|
3,469 |
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
4,064 |
|
|
$ |
595 |
|
|
$ |
3,469 |
|
|
$ |
|
|
|
|
|
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
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
Money Market Funds and Certificates of Deposit
As of September 30, 2010, this asset class consisted of time deposits denominated in the euro
currency and a money market portfolio that comprises Federal government and U.S. Treasury
securities. The asset class is classified within Level 1 of the fair value hierarchy because
its underlying investments are valued using quoted market prices in active markets for
identical assets. As of December 31, 2009, this asset class consisted primarily of
certificates of deposit at financial institutions.
Available-For-Sale Equity Securities
As of September 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 September 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 September 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
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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.
A long-lived asset 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 September 30, 2010 and December 31, 2009, the Company had outstanding forward foreign
exchange contracts with gross notional values of $56,233,000 and $48,724,000, respectively.
The following tables provide a summary of the primary net hedging positions and corresponding
fair values held as of September 30, 2010 and December 31, 2009:
11
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
|
Gross Notional |
|
|
Currency Hedged (Buy/Sell) |
|
Value |
|
Fair Value (1) |
|
U.S. Dollar/Japanese Yen |
|
$ |
40,041 |
|
|
$ |
(2,821 |
) |
U.S. Dollar/South Korean Won |
|
|
11,852 |
|
|
|
(605 |
) |
U.S. Dollar/Euro |
|
|
3,291 |
|
|
|
174 |
|
U.S. Dollar/U.K. Pound Sterling |
|
|
1,049 |
|
|
|
(30 |
) |
|
|
|
Total |
|
$ |
56,233 |
|
|
$ |
(3,282 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
Derivatives Designated as Hedging Instruments |
|
2010 |
|
2009 |
|
Derivative assets: |
|
|
|
|
|
|
|
|
Forward exchange contracts |
|
$ |
187 |
|
|
$ |
1,505 |
|
Derivative liabilities: |
|
|
|
|
|
|
|
|
Forward exchange contracts |
|
|
(3,469 |
) |
|
|
(423 |
) |
|
|
|
Total net derivative (liabilities) assets designated as hedging instruments (1) |
|
$ |
(3,282 |
) |
|
$ |
1,082 |
|
|
|
|
|
|
|
(1) |
|
The derivative asset of $187,000 and derivative liability of $3,469,000 are
classified in other current assets and other current liabilities, respectively, in the
consolidated balance sheet as of September 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
Derivatives Designated as Cash Flow Hedging Relationships |
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
Forward exchange contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss recognized in OCI (1) |
|
$ |
(3,090 |
) |
|
$ |
(375 |
) |
|
$ |
(3,661 |
) |
|
$ |
(648 |
) |
Net gain (loss) reclassified from OCI into income (2) |
|
|
(137 |
) |
|
|
(39 |
) |
|
|
(36 |
) |
|
|
1,546 |
|
Net gain (loss) recognized in income (3) |
|
|
|
|
|
|
(691 |
) |
|
|
|
|
|
|
248 |
|
|
|
|
(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
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
6) Inventories
Inventories consist of the following:
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
December 31, 2009 |
|
|
|
Raw material |
|
$ |
75,987 |
|
|
$ |
56,083 |
|
Work-in-process |
|
|
22,393 |
|
|
|
16,501 |
|
Finished goods |
|
|
53,716 |
|
|
|
45,420 |
|
|
|
|
|
|
$ |
152,096 |
|
|
$ |
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 2010, the Company
reclassified $53,840,000 of the goodwill impairment charge to discontinued operations for the
nine months ended September 30, 2009 as it related to the two discontinued product lines.
13
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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
nine months ended September 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) |
|
|
(60,623 |
) |
|
|
53,840 |
|
|
|
(6,783 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(193,254 |
) |
|
|
(193,254 |
) |
|
|
|
|
|
Ending balance at September 30, 2010
and December 31, 2009 |
|
$ |
277,142 |
|
|
$ |
(139,414 |
) |
|
$ |
137,728 |
|
|
$ |
337,765 |
|
|
$ |
(193,254 |
) |
|
$ |
144,511 |
|
|
|
|
|
|
|
|
|
(1) |
|
For the nine months ended September 30, 2010, the Company sold its Ion and YDI
businesses 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 is 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
As of September 30, 2010: |
|
Gross (1) |
|
Amortization (1) |
|
Net |
|
|
|
Completed technology |
|
$ |
76,829 |
|
|
$ |
(76,078 |
) |
|
$ |
751 |
|
Customer relationships |
|
|
8,940 |
|
|
|
(8,011 |
) |
|
|
929 |
|
Patents, trademarks, trade names and other |
|
|
24,638 |
|
|
|
(24,325 |
) |
|
|
313 |
|
|
|
|
|
|
$ |
110,407 |
|
|
$ |
(108,414 |
) |
|
$ |
1,993 |
|
|
|
|
|
|
|
(1) |
|
Excludes $18,299,000 and $16,603,000 from gross and accumulated
amortization, respectively, as a result of the Companys sale of its Ion and YDI
businesses. |
14
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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 nine months
ended September 30, 2010 was $250,000 and $1,033,000, respectively. Aggregate amortization
expense related to acquired intangibles for the three and nine months ended September 30,
2009 was $690,000 and $2,071,000, respectively. Estimated amortization expense for each of
the four remaining fiscal years is as follows: |
|
|
|
|
|
Year |
|
Amount |
2010 (remaining) |
|
$ |
249 |
|
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 December 31, 2009 or thereafter. |
|
|
|
The Companys Japanese subsidiary has lines of credit and short-term borrowing arrangements
with two financial institutions that provide for aggregate borrowings as of September 30,
2010 of up to an equivalent of $29,854,000, which generally expire and are renewed at three
month intervals. At September 30, 2010 and December 31, 2009, total borrowings outstanding
under these arrangements were $9,553,000 and $12,885,000, respectively, at interest rates
ranging from 0.73% to 1.47% at September 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. |
|
|
|
Product warranty activities were as follows: |
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
|
|
Balance at January 1 |
|
$ |
6,560 |
|
|
$ |
8,334 |
|
Provision for product warranties |
|
|
7,624 |
|
|
|
617 |
|
Direct charges to warranty liability |
|
|
(4,319 |
) |
|
|
(2,730 |
) |
|
|
|
Balance at September 30 |
|
$ |
9,865 |
|
|
$ |
6,221 |
|
|
|
|
15
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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 $143,000 and $5,536,000 during the three and
nine months ended September 30, 2009, respectively. The restructuring charges were primarily
for severance and other charges associated with the reductions in workforce. As of September
30, 2010 and 2009, the accrued restructuring costs totaled zero and $593,000, respectively,
and were included in accrued compensation in the consolidated balance sheets. |
|
|
|
The activity related to the Companys restructuring accrual is shown below: |
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
|
|
Beginning balance |
|
$ |
220 |
|
|
$ |
|
|
Charged to expense (1) |
|
|
|
|
|
|
5,856 |
|
Payments |
|
|
(220 |
) |
|
|
(5,263 |
) |
|
|
|
Ending balance |
|
$ |
|
|
|
$ |
593 |
|
|
|
|
|
|
|
(1) |
|
For the nine months ended September 30, 2009, restructuring charges of
$320,000 are classified in discontinued operations in the consolidated statement of
operations. |
11) Income Taxes
|
|
The Companys effective tax rate for the three and nine months ended September 30, 2010 was
33.4% and 33.2%, respectively. The effective tax rate for the nine months ended September 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 nine months ended September 30, 2009 was 185.2% and 13.9%, respectively. The effective tax rate for the three
months ended September 30, 2009 was higher than the statutory rate primarily due to increases
in the actual and projected taxable income for 2009. The effective tax rate for the nine
months ended September 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 September 30, 2010, the total amount of gross unrecognized tax benefits, which excludes
interest and penalties, was approximately $11,799,000. 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
September 30, 2010 and December 31, 2009, the Company had accrued interest on unrecognized
tax benefits of approximately $943,000 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. |
|
|
|
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
due 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. |
16
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
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 $15,094,000 of net cash
proceeds after expenses and recorded a pre-tax gain on the sale of $4,210,000. The Company
completed the sale of YDI on August 11, 2010 for $491,000 of net cash proceeds after expenses
and recorded a pre-tax gain on the sale of $221,000. |
|
|
|
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 nine months ended September
30, 2010 and 2009 are below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Net revenues |
|
$ |
1,536 |
|
|
$ |
4,234 |
|
|
$ |
11,320 |
|
|
$ |
12,220 |
|
|
|
|
Income (loss) from discontinued operations before income taxes |
|
$ |
832 |
|
|
$ |
(668 |
) |
|
$ |
2,051 |
|
|
$ |
(69,319 |
) |
Gain from disposal of discontinued operations before income taxes |
|
|
203 |
|
|
|
|
|
|
|
4,431 |
|
|
|
|
|
Income tax provision (benefit) |
|
|
(1,000 |
) |
|
|
859 |
|
|
|
(1,413 |
) |
|
|
(5,480 |
) |
|
|
|
Income (loss) from discontinued operations |
|
$ |
2,035 |
|
|
$ |
(1,527 |
) |
|
$ |
7,895 |
|
|
$ |
(63,839 |
) |
|
|
|
|
|
For the nine month period ended September 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 |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
36,601 |
|
|
$ |
(2,446 |
) |
|
$ |
98,743 |
|
|
$ |
(163,767 |
) |
Income (loss) from discontinued operations, net of tax |
|
|
2,035 |
|
|
|
(1,527 |
) |
|
|
7,895 |
|
|
|
(63,839 |
) |
|
|
|
Net income (loss) |
|
$ |
38,636 |
|
|
$ |
(3,973 |
) |
|
$ |
106,638 |
|
|
$ |
(227,606 |
) |
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in net income (loss) per common share basic |
|
|
50,226 |
|
|
|
49,461 |
|
|
|
49,965 |
|
|
|
49,254 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options, restricted stock and employee stock
purchase plan |
|
|
768 |
|
|
|
|
|
|
|
856 |
|
|
|
|
|
|
|
|
Shares used in net income (loss) per common share diluted |
|
|
50,994 |
|
|
|
49,461 |
|
|
|
50,821 |
|
|
|
49,254 |
|
|
|
|
Basic income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.73 |
|
|
$ |
(0.05 |
) |
|
$ |
1.98 |
|
|
$ |
(3.32 |
) |
Discontinued operations |
|
|
0.04 |
|
|
|
(0.03 |
) |
|
|
0.16 |
|
|
|
(1.30 |
) |
|
|
|
Net income (loss) |
|
$ |
0.77 |
|
|
$ |
(0.08 |
) |
|
$ |
2.13 |
|
|
$ |
(4.62 |
) |
|
|
|
Diluted income (loss) per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
0.72 |
|
|
$ |
(0.05 |
) |
|
$ |
1.94 |
|
|
$ |
(3.32 |
) |
Discontinued operations |
|
|
0.04 |
|
|
|
(0.03 |
) |
|
|
0.16 |
|
|
|
(1.30 |
) |
|
|
|
Net income (loss) |
|
$ |
0.76 |
|
|
$ |
(0.08 |
) |
|
$ |
2.10 |
|
|
$ |
(4.62 |
) |
|
|
|
17
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
|
|
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 September 30, 2010, stock options and restricted stock units relating to an aggregate
of approximately 3,382,000 shares were outstanding. For the three and nine months ended
September 30, 2010, 1,263,000 and 1,284,000 shares, respectively, were excluded from the
dilutive computation because the exercise price of the options exceeded the average price per
share during the period. |
|
|
|
As of September 30, 2009, stock options and restricted stock units relating to an aggregate
of approximately 4,209,000 shares were outstanding. For the three and nine months ended
September 30, 2009, all potentially dilutive common shares were excluded from the dilutive
computation as the effect of including such securities in the computation would be
anti-dilutive due to the Companys net loss for the period. |
|
|
|
Stock Option Exchange Program |
|
|
|
Pursuant to the Companys tender offer to exchange outstanding stock options, during the
three months ended September 30, 2009, options to purchase 1,330,000 shares of common stock
were exchanged for 189,000 restricted stock units with a one year vesting period.
Participants exchanged their eligible option awards for restricted stock units of an
approximate equal fair value and, as such, no incremental compensation expense was recognized
as a result of the exchange. |
14) Comprehensive Income (Loss)
|
|
Components of comprehensive income (loss) were as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Net income (loss) |
|
$ |
38,636 |
|
|
$ |
(3,973 |
) |
|
$ |
106,638 |
|
|
$ |
(227,606 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in value of financial instruments
designated as cash flow hedges (net of tax) |
|
|
(2,026 |
) |
|
|
(341 |
) |
|
|
(2,715 |
) |
|
|
(920 |
) |
Foreign currency translation adjustment |
|
|
8,473 |
|
|
|
4,262 |
|
|
|
3,552 |
|
|
|
3,900 |
|
Unrealized gain (loss) on investments (net of tax) |
|
|
118 |
|
|
|
116 |
|
|
|
43 |
|
|
|
(34 |
) |
|
|
|
Other comprehensive income |
|
|
6,565 |
|
|
|
4,037 |
|
|
|
880 |
|
|
|
2,946 |
|
|
|
|
Total comprehensive income (loss) |
|
$ |
45,201 |
|
|
$ |
64 |
|
|
$ |
107,518 |
|
|
$ |
(224,660 |
) |
|
|
|
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. |
|
|
|
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. |
18
MKS INSTRUMENTS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Tables in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Geographic net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
125,897 |
|
|
$ |
55,701 |
|
|
$ |
366,710 |
|
|
$ |
131,606 |
|
Japan |
|
|
29,487 |
|
|
|
10,931 |
|
|
|
90,787 |
|
|
|
29,685 |
|
Europe |
|
|
25,540 |
|
|
|
15,452 |
|
|
|
68,259 |
|
|
|
45,577 |
|
Asia (excluding Japan) |
|
|
40,399 |
|
|
|
19,944 |
|
|
|
108,380 |
|
|
|
43,048 |
|
|
|
|
|
|
$ |
221,323 |
|
|
$ |
102,028 |
|
|
$ |
634,136 |
|
|
$ |
249,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
December 31, 2009 |
|
|
|
Long-lived assets: |
|
|
|
|
|
|
|
|
United States |
|
$ |
53,731 |
|
|
$ |
52,143 |
|
Japan |
|
|
4,368 |
|
|
|
5,886 |
|
Europe |
|
|
4,764 |
|
|
|
3,621 |
|
Asia (excluding Japan) |
|
|
8,175 |
|
|
|
7,838 |
|
|
|
|
|
|
$ |
71,038 |
|
|
$ |
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 |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Instruments and Control Systems |
|
$ |
113,634 |
|
|
$ |
53,726 |
|
|
$ |
316,979 |
|
|
$ |
130,492 |
|
Power and Reactive Gas Products |
|
|
86,818 |
|
|
|
39,240 |
|
|
|
260,282 |
|
|
|
94,895 |
|
Vacuum Products |
|
|
20,871 |
|
|
|
9,062 |
|
|
|
56,875 |
|
|
|
24,529 |
|
|
|
|
|
|
$ |
221,323 |
|
|
$ |
102,028 |
|
|
$ |
634,136 |
|
|
$ |
249,916 |
|
|
|
|
|
|
The Company had one customer comprising 16% of net revenues for both the three and nine
months ended September 30, 2010. The Company had one customer comprising 14% and 12% of net
revenues for the three and nine months ended September 30, 2009. |
16) Commitments and Contingencies
|
|
Brooks Instruments, LLC (Brooks) filed two lawsuits in federal district court in Texas, and
one in federal district court in Massachusetts on April 29, 2010, related to the Companys
digital mass flow controllers and digital pressure sensors. Brooks seeks injunctive relief
and damages for alleged patent infringement, breach of contract and trade secret violations,
although no dollar amounts have been asserted. The Company has responded to the allegations,
denying any wrongdoing. In addition, the Company has filed counterclaims against Brooks,
seeking injunctive relief and damages for alleged patent infringement by Brooks, relating to
Brooks pressure transient insensitive mass flow controllers. While these cases are still at
early stages, the Company is defending itself vigorously. |
|
|
|
The Company is subject to various other 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 September
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
MKS INSTRUMENTS, INC.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
We believe that this Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act. When used herein, the words
believes, anticipates, plans, expects, estimates, would, will, intends and similar
expressions are intended to identify forward-looking statements. These forward-looking statements
reflect managements current opinions and are subject to certain risks and uncertainties that could
cause results to differ materially from those stated or implied. While we may elect to update
forward looking statements at some point in the future, we specifically disclaim any obligation to
do so even if our estimates or expectations change. Risks and uncertainties include, but are not
limited to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2009
in the section entitled Risk Factors as referenced in Part II, Item 1A Risk Factors of this
Quarterly Report on Form 10-Q.
Overview
We are a leading worldwide provider of instruments, subsystems and process control solutions
that measure, control, power, monitor and analyze critical parameters to improve process
performance and productivity of advanced manufacturing processes.
We are managed as one operating segment. We group our products into three product groups:
Instruments and Control Systems, Power and Reactive Gas Products and Vacuum Products. Our products
are derived from our core competencies in pressure measurement and control, materials delivery, gas
composition analysis, control and information technology, power and reactive gas generation and
vacuum technology. Our products are used in diverse markets, applications and processes. Our
primary served markets are manufacturers of capital equipment for semiconductor devices, and for
other thin film applications including flat panel displays, light-emitting diodes (LEDs), solar
cells, data storage media and other advanced coatings. We also leverage our technology in other
markets with advanced manufacturing applications including medical equipment, biopharm
manufacturing, energy generation and environmental monitoring.
We have a diverse base of customers that includes manufacturers of semiconductor capital
equipment and semiconductor devices, thin film capital equipment used in the manufacture of flat
panel displays, LEDs, solar cells, data storage media, and other coating applications; and other
industrial, medical, energy generation, environmental monitoring and manufacturing companies; and
university, government and industrial research laboratories. For the nine months ended September
30, 2010 and the full year ended December 31, 2009, we estimate that approximately 64% and 52% of
our net sales, respectively, were to semiconductor capital equipment manufacturers and
semiconductor device manufacturers. We expect that sales to semiconductor capital equipment
manufacturers and semiconductor device manufacturers will continue to account for a substantial
portion of our sales.
During the second quarter of 2010, we committed to a plan to divest two product lines, as
their growth potential no longer met our long-term strategic objectives. We completed the sale of
Ion Systems, Inc. (Ion) during the second quarter of 2010 and the sale of Yield Dynamics, LLC
(YDI) during the third quarter of 2010 and received total net proceeds of $15.6 million. 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.
We have seen an improvement in the global economy in 2010 compared to 2009, which has
contributed to a significant increase in our business, financial condition and results of
operations for the nine months ended September 30, 2010 compared to the same period for the prior
year. As a result of the improved global economy, our product revenues to semiconductor capital
equipment manufacturers and semiconductor device manufacturers increased 313% for the nine months
ended September 30, 2010 compared to the same period for the prior year for these customers.
Although our business levels have increased rapidly during 2010, the semiconductor capital
equipment industry is subject to rapid demand shifts, which are difficult to predict, and we are
uncertain as to the timing or extent of further increased demand or any future weakness in the
semiconductor capital equipment industry.
Our net revenues sold to other markets, which exclude semiconductor capital equipment and
semiconductor device product applications, increased 70% for the nine months ended September 30,
2010 compared to the same period for the prior year. These advanced and growing markets include
LED, medical, biopharm, environmental, thin films, solar and other markets. Our net sales to these
emerging markets have increased sequentially over the past six quarters from $43.7 million for the
first quarter of 2009 to $80.6 million for the third quarter of 2010. Approximately 36% of our net
sales for the third quarter of 2010 were to other markets and we anticipate that these markets will
continue to grow and will represent a larger portion of our revenue.
A significant portion of our net sales is to operations in international markets.
International net sales include sales by our foreign subsidiaries, but exclude direct export sales.
For the nine months ended September 30, 2010 and the year ended December 31, 2009,
20
international net sales accounted for approximately 42% and 46% of our net sales, respectively. A
significant portion of our international net sales were sales in Japan. We expect that
international net sales will continue to represent a significant percentage of our total net sales.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America requires management
to make judgments, assumptions and estimates that affect the amounts reported. There have been no
material changes in our critical accounting policies since December 31, 2009. For further
information, please see the discussion of critical accounting policies in our Annual Report on Form
10-K for the year ended December 31, 2009 in the section captioned Managements Discussion and
Analysis of Financial Condition and Results of Operations Critical Accounting Policies and
Estimates.
Results of Operations
The following table sets forth, for the periods indicated, the percentage of total net
revenues of certain line items included in MKS consolidated statements of operations data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
90.1 |
% |
|
|
81.7 |
% |
|
|
89.8 |
% |
|
|
80.7 |
% |
Services |
|
|
9.9 |
|
|
|
18.3 |
|
|
|
10.2 |
|
|
|
19.3 |
|
|
|
|
Total net revenues |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenues |
|
|
49.9 |
|
|
|
52.2 |
|
|
|
49.8 |
|
|
|
59.5 |
|
Cost of service revenues |
|
|
5.6 |
|
|
|
10.7 |
|
|
|
5.8 |
|
|
|
12.2 |
|
|
|
|
Total cost of revenues |
|
|
55.5 |
|
|
|
62.9 |
|
|
|
55.6 |
|
|
|
71.7 |
|
|
|
|
Gross profit |
|
|
44.5 |
|
|
|
37.1 |
|
|
|
44.4 |
|
|
|
28.3 |
|
Research and development |
|
|
6.8 |
|
|
|
11.2 |
|
|
|
7.4 |
|
|
|
15.0 |
|
Selling, general and administrative |
|
|
12.8 |
|
|
|
22.5 |
|
|
|
13.7 |
|
|
|
29.7 |
|
Amortization of acquired intangible assets |
|
|
0.1 |
|
|
|
0.7 |
|
|
|
0.2 |
|
|
|
0.8 |
|
Goodwill and asset impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57.2 |
|
Gain on sale of asset |
|
|
|
|
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
Restructuring |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
2.2 |
|
|
|
|
Income (loss) from operations |
|
|
24.8 |
|
|
|
2.6 |
|
|
|
23.2 |
|
|
|
(76.6 |
) |
Interest income, net |
|
|
0.0 |
|
|
|
0.2 |
|
|
|
0.1 |
|
|
|
0.6 |
|
|
|
|
Income (loss) from continuing operations
before income taxes |
|
|
24.8 |
|
|
|
2.8 |
|
|
|
23.3 |
|
|
|
(76.0 |
) |
Provision (benefit) for income taxes |
|
|
8.3 |
|
|
|
5.2 |
|
|
|
7.7 |
|
|
|
(10.5 |
) |
|
|
|
Income (loss) from continuing operations |
|
|
16.5 |
|
|
|
(2.4 |
) |
|
|
15.6 |
|
|
|
(65.5 |
) |
Income (loss) from discontinued
operations, net of taxes |
|
|
0.9 |
|
|
|
(1.5 |
) |
|
|
1.2 |
|
|
|
(25.5 |
) |
|
|
|
Net income (loss) |
|
|
17.4 |
% |
|
|
(3.9 |
)% |
|
|
16.8 |
% |
|
|
(91.0 |
)% |
|
|
|
Net Revenues (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
$ |
199.4 |
|
|
$ |
83.3 |
|
|
|
139.3 |
% |
|
$ |
569.4 |
|
|
$ |
201.6 |
|
|
|
182.5 |
% |
Service |
|
|
21.9 |
|
|
|
18.7 |
|
|
|
17.4 |
|
|
|
64.7 |
|
|
|
48.3 |
|
|
|
33.9 |
|
|
|
|
Total net revenues |
|
$ |
221.3 |
|
|
$ |
102.0 |
|
|
|
116.9 |
% |
|
$ |
634.1 |
|
|
$ |
249.9 |
|
|
|
153.7 |
% |
|
|
|
Product revenues increased $116.0 million and $367.8 million during the three and nine months
ended September 30, 2010, respectively, compared to the same periods for the prior year. During
2010, we have seen a recovery in the global economy which has contributed to an increase in demand
for our products in all of the markets we serve. Our increase in overall product revenues is
primarily due to the increase in worldwide demand from our semiconductor capital equipment
manufacturer and semiconductor device manufacturer customers. The product
21
revenues to these customers increased by $82.6 million or 193.6% and $271.8 million or 313.2%
during the three and nine months ended September 30, 2010, respectively, compared to the same
periods for the prior year. The product revenues related to other markets increased by $33.5
million or 82.3% and $96.0 million or 83.6% during the three and nine months ended September 30,
2010, respectively, compared to the same periods for the prior year. The increase in demand in our
other markets included the LED, medical, biopharm, environmental, thin films, solar and other
markets.
Service revenues consist mainly of fees for services relating to the maintenance and repair of
our products, software maintenance, installation services and training. Service revenue increased
$3.3 million and $16.4 million during the three and nine months ended September 30, 2010,
respectively, compared to the same periods for the prior year. The increase is a result of the
improvement in the global economy in 2010 as compared to 2009.
Total international net revenues, including product and service, were $95.4 million and $267.4
million for the three and nine months ended September 30, 2010, or 43.1% and 42.2% of net revenues,
respectively, compared to $46.3 million and $118.3 million or 45.4% and 47.3% of net revenues, for
the three and nine months ended September 30, 2009, respectively. The increases are mainly due to
an increase in worldwide demand from our semiconductor capital equipment manufacturer and
semiconductor device manufacturer customers as a result of an improvement in the global economy.
The international net revenues related to other markets also increased compared to the same periods
for the prior year.
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
%Points |
|
|
|
|
|
|
|
|
|
%Points |
|
|
|
|
|
|
2010 |
|
2009 |
|
Change |
|
2010 |
|
2009 |
|
Change |
|
|
|
|
|
|
|
Gross profit as percentage of net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product |
|
|
44.6 |
% |
|
|
36.1 |
% |
|
|
8.5 |
% |
|
|
44.6 |
% |
|
|
26.2 |
% |
|
|
18.4 |
% |
|
|
|
|
Service |
|
|
43.5 |
|
|
|
41.8 |
|
|
|
1.7 |
|
|
|
42.6 |
|
|
|
37.0 |
|
|
|
5.6 |
|
|
|
|
|
|
|
|
Total gross profit percentage |
|
|
44.5 |
% |
|
|
37.1 |
% |
|
|
7.4 |
% |
|
|
44.4 |
% |
|
|
28.3 |
% |
|
|
16.1 |
% |
|
|
|
|
|
|
|
Gross profit on product revenues increased 8.5 percentage points for the three months ended
September 30, 2010 compared to the same period for the prior year. The increase is mainly due to an
increase in product revenue volumes which accounted for 6.9 percentage points of the overall
increase since a portion of our overhead costs are fixed, an increase
of 0.7 percentage points due to lower excess and obsolete
inventory related net charges and an increase of 0.7 percentage
points from lower warranty costs on incremental product revenues.
Gross profit on product revenues increased 18.4 percentage points for the nine months ended
September 30, 2010 compared to the same period for the prior year. The increase is mainly due to an
increase in product revenue volumes which accounted for 13.1 percentage points of the overall
increase and an increase of 1.5 percentage points due to favorable product mix. In addition, our
gross profit increased by 3.1 percentage points due to lower excess and obsolete inventory related
net charges. This was primarily due to the $12.9 million of special charges we recorded during the
first quarter of 2009 for excess, obsolete and committed inventory purchases primarily due to a
lower future production plan during the first quarter of 2009 in response to the continued weakness
in the markets we serve.
Cost of service revenues consists primarily of costs of providing services for repair and
training which includes salaries and related expenses and other fixed costs. Service gross profit
increased by 1.7 percentage points and 5.6 percentage points for the three and nine months ended
September 30, 2010, compared to the same periods for the prior year. The increases are mainly a
result of higher service revenues since a portion of our overhead costs are fixed.
Research and Development (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Research and development expenses |
|
$ |
15.1 |
|
|
$ |
11.5 |
|
|
|
31.6 |
% |
|
$ |
46.9 |
|
|
$ |
37.4 |
|
|
|
25.4 |
% |
Research and development expense increased $3.6 million during the three months ended
September 30, 2010 compared to the same period for the prior year. The increase includes a $1.8
million increase in compensation expense, a $0.6 million increase in spending on project materials
and a $0.8 million increase in consulting costs. The increase in compensation expense is due to
higher salary and fringe costs for additional personnel and an increase in incentive compensation.
Research and development expense increased $9.5 million during the nine months ended September
30, 2010 compared to the same period for the prior year. The increase includes a $4.1 million
increase in compensation expense, a $2.4 million increase in spending on project materials, a $1.7
million increase in consulting and other costs and a $0.9 million increase in patent and other
legal related costs. The increase in compensation expense is primarily due to an increase in
incentive compensation.
22
Our research and development is primarily focused on developing and improving our instruments,
components, subsystems and process control solutions to improve process performance and
productivity.
We have hundreds of products and our research and development efforts primarily consist of a
large number of projects related to these products, none of which is individually material to us.
Current projects typically have a duration of 3 to 30 months depending upon whether the product is
an enhancement of existing technology or a new product. Our current initiatives include projects to
enhance the performance characteristics of older products, to develop new products and to integrate
various technologies into subsystems. These projects support in large part the transition in the
semiconductor industry to smaller integrated circuit geometries and in the flat panel display and
solar markets to larger substrate sizes, which require more advanced process control technology.
Research and development expenses consist primarily of salaries and related expenses for personnel
engaged in research and development, fees paid to consultants, material costs for prototypes and
other expenses related to the design, development, testing and enhancement of our products as well
as legal costs associated with maintaining and defending our intellectual property.
We believe that the continued investment in research and development and ongoing development
of new products are essential to the expansion of our markets, and expect to continue to make
significant investment in research and development activities. We are subject to risks if products
are not developed in a timely manner, due to rapidly changing customer requirements and competitive
threats from other companies and technologies. Our success primarily depends on our products being
designed into new generations of equipment for the semiconductor industry. We develop products that
are technologically advanced so that they are positioned to be chosen for use in each successive
generation of semiconductor capital equipment. If our products are not chosen to be designed into
our customers products, our net revenues may be reduced during the lifespan of those products.
Selling, General and Administrative (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Selling, general and administrative expenses |
|
$ |
28.3 |
|
|
$ |
23.0 |
|
|
|
22.9 |
% |
|
$ |
87.0 |
|
|
$ |
74.3 |
|
|
|
17.1 |
% |
Selling, general and administrative expenses increased $5.3 million for the three months ended
September 30, 2010 compared to the same period for the prior year. The increase includes a $5.0
million increase in compensation expense, and a $0.8 million increase in consulting and
professional fees, a $0.5 million increase in travel related expenses and a $0.4 million increase
in the provision for uncollectable accounts offset by a $1.7 million favorable impact from foreign
exchange fluctuations. The increase in compensation expense is primarily due to the restoration of
certain employee benefits suspended as part of cost control measures in 2009 and an increase in
incentive compensation.
Selling, general and administrative expenses increased $12.7 million for the nine months ended
September 30, 2010 compared to the same period for the prior year. The increase includes a $12.3
million increase in compensation expense, a $1.7 million increase in professional fees and a $1.2
million increase in travel related expenses, partially offset by a $1.5 million decrease in the
provision for uncollectable accounts and a $1.0 million decrease in facility and depreciation
expenses. The increase in compensation expense is primarily due to an increase in incentive
compensation.
Amortization of Acquired Intangible Assets (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Amortization of acquired intangible assets |
|
$ |
0.3 |
|
|
$ |
0.7 |
|
|
|
(63.8 |
)% |
|
$ |
1.0 |
|
|
$ |
2.0 |
|
|
|
(50.1 |
)% |
Amortization expense for the three and nine months ended September 30, 2010 decreased $0.4
million and $1.0 million, respectively, compared to the same periods for the prior year. The
decrease is a result of certain acquired intangible assets that became fully amortized during 2009
as well as the write-down of certain intangibles of $11.7 million recorded in the second quarter of
2009.
Goodwill and Asset Impairment Charges (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Goodwill and asset impairment charges |
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
$ |
143.0 |
|
|
|
(100.0 |
)% |
During the second quarter of 2009, we reviewed our goodwill and long-lived assets for
potential impairment as a result of current market and economic conditions that contributed to a
decline in our forecasted business levels, and the excess of our consolidated net assets over our
market capitalization for a sustained period of time. As a result of this impairment assessment, we
recorded non-cash goodwill and intangible asset impairment charges of $193.3 million and $11.7
million, respectively. In addition, as a result of a facility consolidation in Asia in the second
quarter of 2009, we recorded a non-cash impairment charge of $3.5 million to continuing operations
resulting from the write-down of the value of a building to its estimated fair value. In 2010, we
reclassified $53.8 million and $11.7 million of the goodwill and intangible
23
asset impairment charges, respectively, to discontinued operations for the nine months ended
September 30, 2009 as the charges related to the two discontinued product lines.
Gain on Sale of Asset (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Gain on sale
of asset |
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|
$ |
0.7 |
|
|
$ |
|
|
|
|
100.0 |
% |
During the first quarter of 2010, we sold two vacated facilities for proceeds of $2.1 million
and recorded a $0.7 million net gain on the sale.
Restructuring (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Restructuring |
|
$ |
|
|
|
$ |
0.1 |
|
|
|
(100.0 |
)% |
|
$ |
|
|
|
$ |
5.5 |
|
|
|
(100.0 |
)% |
In the first quarter of 2009, we initiated a restructuring plan as a result of the global
financial crisis and its impact on our semiconductor equipment OEM customers and the other markets
we serve. The plan included a reduction in our worldwide headcount of approximately 630 people,
which represented approximately 24% of our global workforce. The restructuring charges of $5.5
million for the nine months ended September 30, 2009 were primarily for severance and other charges
associated with the reductions in workforce.
Interest Income, Net (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Interest income, net |
|
$ |
|
|
|
$ |
0.2 |
|
|
|
(86.7 |
)% |
|
$ |
0.6 |
|
|
$ |
1.5 |
|
|
|
(58.7 |
)% |
Interest income, net decreased $0.2 million in the three months ended September 30, 2010
compared to the same period in 2009, and decreased $0.9 million in the nine months ended September
30, 2010 compared to the same period for the prior year. The decreases are related to lower
interest rates and a change in the mix of the investment portfolio, which offset the increase in
the investment balances for three and nine months ended September 30, 2010 compared to the same
periods for the prior year.
Provision (Benefit) for Income Taxes (dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
|
Provision (benefit) for income taxes |
|
$ |
18.4 |
|
|
$ |
5.3 |
|
|
$ |
49.0 |
|
|
$ |
(26.3 |
) |
Our effective tax rate for the three and nine months ended September 30, 2010 was 33.4% and
33.2%, respectively. The effective tax rate for the nine months ended September 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 our international subsidiaries being taxed at rates lower than
the U.S. statutory rate. Our effective tax rate for the three and nine months ended September 30,
2009 was 185.2% and 13.9%, respectively. The effective tax rate for the three months ended
September 30, 2009 was higher than the statutory rate primarily due to increases in the actual and
projected taxable income for 2009. The effective tax rate for the nine months ended September 30,
2009 and the related tax benefit are lower than the U.S. statutory tax rate primarily due to
non-deductible goodwill impairment charges of $139.4 million during the second quarter of 2009.
At September 30, 2010, our total amount of gross unrecognized tax benefits, which excludes
interest and penalties, was approximately $11.8 million. At December 31, 2009, our total amount of
gross unrecognized tax benefits, which excludes interest and penalties, was approximately $9.1
million. 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 $6.5 million,
excluding interest and penalties, would impact our effective tax rate. We accrue interest expense
and, if applicable, penalties for any uncertain tax positions. Interest and penalties are
classified as a component of income tax expense. At September 30, 2010 and December 31, 2009, we
had accrued interest on unrecognized tax benefits of approximately $0.9 million and $0.7 million,
respectively.
We and our subsidiaries are subject to examination by federal, state and foreign tax
authorities. The statute of limitations for our tax filings varies by tax jurisdiction between
fiscal years 2001 through present.
Our future effective income tax rate depends on various factors, such as tax legislation and
the geographic composition of our pre-tax income. We monitor these factors and timely adjust our
effective tax rate accordingly. Additionally, the effective tax rate could be adversely
24
affected by changes in the valuation of deferred tax assets and liabilities. In particular, the
carrying value of deferred tax assets, which are predominantly in the United States, is dependent
on our ability to generate sufficient future taxable income in the United States. While we believe
we have adequately provided for all tax positions, amounts asserted by taxing authorities could
materially differ from our 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, we could
record additional provisions due to U.S. federal, state, and foreign tax-related matters in the
future as we revise estimates or settle or otherwise resolve the underlying matters.
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2010 |
|
2009 |
|
%Change |
|
2010 |
|
2009 |
|
%Change |
|
|
|
Income (loss) from
discontinued
operations, net of
taxes |
|
$ |
2.0 |
|
|
$ |
(1.5 |
) |
|
|
233.3 |
% |
|
$ |
7.9 |
|
|
$ |
(63.8 |
) |
|
|
112.4 |
% |
During the second quarter of 2010, we committed to a plan to divest two product lines as their
growth potential no longer met our long-term strategic objectives. We completed the sale of Ion on
May 17, 2010 and the sale of YDI on August 11, 2010 for a total of $15.6 million of net cash
proceeds after expenses and recorded a $4.4 million pre-tax gain on the combined sales. For the
three and nine month periods ended September 30, 2009, the loss from discontinued operations
includes $65.5 million of goodwill and intangible asset impairment charges. These charges were a
result of the interim impairment assessment performed on April 30, 2009.
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 product lines have not been reclassified or segregated in the consolidated balance
sheets or consolidated statements of cash flows due to their immaterial amounts.
Liquidity and Capital Resources
Cash, cash equivalents and short-term investments totaled $343.7 million at September 30, 2010
compared to $271.8 million at December 31, 2009. This increase was mainly attributable to our net
income and net proceeds from the sale of two discontinued product lines, partially offset by an
increase in working capital.
Net cash provided by operating activities of $76.3 million for the nine months ended September
30, 2010, resulted mainly from net income of $106.6 million, a $46.1 million increase in operating
liabilities, an $11.7 million decrease in deferred tax assets, non-cash charges of $10.6 million
for depreciation and amortization, $6.7 million for stock-based compensation and an $8.8 million
provision for excess or obsolete inventory. These increases in cash were partially offset by a
$107.4 million increase in operating assets and $4.4 million gain on the sale of the discontinued
operations. The $107.4 million increase in operating assets consisted primarily of a $60.4 million
increase in trade accounts receivable and an increase of $44.4 million of inventory as a result of
our increased business levels. The increase in operating liabilities was caused by a $12.2 million
increase in accounts payable related to inventory purchases to support our increased business
levels and an increase of $33.8 million in accrued compensation related to increases in incentive
compensation and accrued salaries and benefits. The decrease in deferred tax assets is due to tax
election and methods changes that were adopted during the third quarter of 2010.
Net cash used in operating activities of $4.3 million for the nine months ended September 30,
2009, resulted mainly from a net loss of $227.6 million, a $10.1 million net decrease in operating
liabilities and a $13.7 million net increase in operating assets, offset by a $17.7 million
provision for excess or obsolete inventory, non-cash charges of $208.5 million for impairment of
goodwill, intangibles and other long-lived assets, $14.5 million for depreciation and amortization
and $6.4 million for stock-based compensation. The net decrease in operating liabilities is mainly
caused by a decrease of $6.0 million in non-current income taxes payable, a decrease of $1.9
million in accrued compensation and a decrease of $2.1 million in the product warranty reserve. The
decrease in accrued compensation is primarily as a result of the workforce reduction and mandatory
time-off. The $13.7 million increase in operating assets consisted primarily of a $25.5 million
increase in income taxes receivable due to the operating losses, partially offset by a $12.1
million decrease in accounts receivable as a result of lower revenue and improved collections.
Net cash used in investing activities of $55.7 million for the nine months ended September 30,
2010, resulted primarily from net purchases of $60.9 million of available for sale investments and
$11.4 million in purchases of property, plant and equipment, partially offset by $15.6 million in
net proceeds from the sale of the discontinued product lines. Net cash provided by investing
activities of $31.7 million for the nine months ended September 30, 2009, resulted primarily from
net sales of $34.3 million of available for sale investments, offset by $3.0 million in purchases
of property, plant and equipment.
Net cash used in financing activities was $1.2 million for the nine months ended September 30,
2010 and consisted primarily of $4.5 million in net payments on short-term borrowings, offset by
$1.4 million in net proceeds related to stock-based compensation. Net cash used in financing
activities was $8.5 million for the nine months ended September 30, 2009 and consisted primarily of
$7.5 million in net payments on short-term borrowings.
25
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 our Japanese subsidiary for short-term liquidity purposes and had a maximum
borrowing amount of $5.0 million. We did not have outstanding borrowings under this line of credit
at December 31, 2009.
Our Japanese subsidiary has lines of credit and short-term borrowing arrangements with two
financial institutions which provide for aggregate borrowings as of September 30, 2010 of up to an
equivalent of $29.9 million, which generally expire and are renewed at three month intervals. At
September 30, 2010 and December 31, 2009, total borrowings outstanding under these arrangements
were $9.6 million and $12.9 million, respectively, at interest rates ranging from 0.73% to 1.47% at
September 30, 2010 and at interest rates ranging from 0.76% to 1.48% at December 31, 2009.
We believe that our current cash position and available borrowings will be sufficient to
satisfy our estimated working capital and planned capital expenditure requirements through at least
the next 12 months and the foreseeable future.
Off-Balance Sheet Arrangements
We do not have any financial partnerships with unconsolidated entities, such as entities often
referred to as structured finance, special purpose entities or variable interest entities, which
are often established for the purpose of facilitating off-balance sheet arrangements or for other
contractually narrow or limited purposes. Accordingly, we have no off-balance sheet arrangements
that have or are reasonably expected to have a current or future effect on our financial condition,
results of operations, liquidity, capital expenditures or capital resources that are material to
investors.
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 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. We adopted the updated guidance in the first quarter of 2010 and the adoption
did not have an impact on our financial position, results of operations, or cash flows.
In October 2009, the FASB issued guidance that establishes the 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. We are currently evaluating the potential impact of this new guidance on our
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. We are currently evaluating the
potential impact of this new guidance on our consolidated financial statements.
26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Information concerning market risk is contained in the section entitled Quantitative and
Qualitative Disclosures About Market Risk contained in our Annual Report on Form 10-K for the year
ended December 31, 2009 filed with the Securities and Exchange Commission on February 26, 2010.
There were no material changes in our exposure to market risk from December 31, 2009.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30,
2010. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and
other procedures of an issuer that are designed to ensure that information required to be disclosed
by the issuer in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the SECs rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or
submits under the Exchange Act is accumulated and communicated to the issuers management,
including its principal executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure. Management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applies its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Based on the evaluation of our disclosure
controls and procedures as of September 30, 2010, our Chief Executive Officer and Chief Financial
Officer concluded that, as of such date, our disclosure controls and procedures were effective at
the reasonable assurance level to ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in Securities and Exchange Commission rules and forms and is
accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2010 that
has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Brooks Instruments, LLC (Brooks) filed two lawsuits in federal district court in Texas, and
one in federal district court in Massachusetts on April 29, 2010, related to our digital mass flow
controllers and digital pressure sensors. Brooks seeks injunctive relief and damages for alleged
patent infringement, breach of contract and trade secret violations, although no dollar amounts
have been asserted. We have responded to the allegations, denying any wrongdoing. In addition, we
have filed counterclaims against Brooks, seeking injunctive relief and damages for alleged patent
infringement by Brooks, relating to Brooks pressure transient insensitive mass flow controllers.
While these cases are still at early stages, we are defending ourselves vigorously.
We are subject to various other 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 our results of operations, financial condition
or cash flows.
ITEM 1A. RISK FACTORS.
Information regarding risk factors affecting the Companys business are discussed in the
Companys Annual Report on Form 10-K for the year ended December 31, 2009 in the section entitled
Risk Factors. There have been no material changes from the risks disclosed therein.
27
ITEM 6. EXHIBITS.
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Exhibit No. |
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Exhibit Description |
3.1(1)
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Restated Articles of Organization |
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3.2(2)
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Articles of Amendment, as filed with the Secretary of State of Massachusetts on May 18, 2001 |
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3.3(3)
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Articles of Amendment, as filed with the Secretary of State of Massachusetts on May 16, 2002 |
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3.4(4)
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Amended and Restated By-Laws |
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended |
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31.2
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Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of
the Securities Exchange Act of 1934, as amended |
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32.1
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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 |
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101
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The following materials from MKS Instruments, Inc.s Quarterly Report on Form 10-Q for the
quarter ended September 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. |
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(1) |
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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. |
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(2) |
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001. |
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(3) |
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Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002. |
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(4) |
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Incorporated by reference to the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on January 28, 1999, as amended. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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MKS INSTRUMENTS, INC.
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November 4, 2010 |
By: |
/s/ Seth H. Bagshaw
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Seth H. Bagshaw |
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
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28
exv31w1
EXHIBIT 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
I, Leo Berlinghieri, certify that:
1. |
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I have reviewed this Quarterly Report on Form 10-Q of MKS Instruments, Inc.; |
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2. |
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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; |
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3. |
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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; |
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4. |
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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: |
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a) |
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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; |
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b) |
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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; |
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c) |
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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 |
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d) |
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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): |
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a) |
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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 |
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b) |
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Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting. |
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Date: November 4, 2010 |
/s/ Leo Berlinghieri
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Leo Berlinghieri |
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Chief Executive Officer and President
(Principal Executive Officer) |
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exv31w2
EXHIBIT 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
I, Seth H. Bagshaw, certify that:
1. |
|
I have reviewed this Quarterly Report on Form 10-Q of MKS Instruments, Inc.; |
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2. |
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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; |
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3. |
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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; |
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4. |
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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) |
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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) |
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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 |
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|
d) |
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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): |
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a) |
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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 |
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b) |
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Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting. |
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Date: November 4, 2010 |
/s/ Seth H. Bagshaw
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Seth H. Bagshaw |
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Vice President and Chief Financial Officer
(Principal Financial Officer) |
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exv32w1
EXHIBIT 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
In connection with the Quarterly Report on Form 10-Q of MKS Instruments, Inc. (the Company)
for the period ended September 30, 2010, as filed with the Securities and Exchange Commission on
the date hereof (the Report), the undersigned, Leo Berlinghieri, Chief Executive Officer and
President of the Company, and Seth H. Bagshaw, Vice President and Chief Financial Officer of the
Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that, based on his knowledge:
|
(1) |
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
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(2) |
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the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
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Dated: November 4, 2010 |
/s/ Leo Berlinghieri
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Leo Berlinghieri |
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Chief Executive Officer and President |
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Dated: November 4, 2010 |
/s/ Seth H. Bagshaw
|
|
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Seth H. Bagshaw |
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Vice President and Chief Financial Officer |
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