UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2003
ASYST TECHNOLOGIES, INC.
California
| 000-22430 (Commission File No.) | 94-2942251 (IRS Employer Identification No.) |
48761 Kato Road
Fremont, California 94538
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code:(510) 661-5000
The purpose of this Current Report on Form 8-K/A is to amend the Registrant’s Current Report on Form 8-K, dated February 11, 2003 and filed with the Securities and Exchange Commission on February 13, 2003, relating to the sale of Registrant’s wafer and reticle carrier product lines to Entegris, Inc. This Report amends and restates the information provided under Item 7.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
The following unaudited pro forma condensed consolidated balance sheet assumes that the sale of the wafer and reticle carrier product lines occurred on December 31, 2002. The following unaudited pro forma condensed consolidated statements of operations for the nine month period ended December 31, 2002 and year ended March 31, 2002 assume that the sale occurred on April 1, 2001.
In addition, in August 2002, the Company’s Board of Directors approved a plan to discontinue operations of two of the Company’s subsidiaries, Advanced Machine Programming, Inc. (“AMP”) and SemiFab, Inc. (“SemiFab”). Accordingly, these businesses are being held for sale and accounted for as discontinued operations. The historical results for the year ended March 31, 2002 do not reflect these discontinued operations and additional pro forma adjustments have been made to reflect this disposal. No pro forma adjustment for the discontinuance of AMP and SemiFab has been made for the nine months ended December 31, 2002 as the transaction has already been reflected in the Company’s historical results. Refer to the Company’s 10-Q for the quarterly period ended December 31, 2002 for additional information on these discontinued operations.
The pro forma financial information is presented for illustrative purposes only and does not purport to be indicative of the operating results or financial position that would have occurred had the sale been effected for the periods indicated nor is it indicative of the future operating results or financial position of the Company.
The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Form 8-K.
ASYST TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AT DECEMBER 31, 2002
(Unaudited; in thousands)
| Pro Forma | ||||||||||||||||||
| Sale of Wafer and | ||||||||||||||||||
| Reticle Carrier | Pro Forma | |||||||||||||||||
| As Reported | Product Lines | Amounts | ||||||||||||||||
ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 60,133 | $ | 38,000 | (2a | ) | $ | 98,133 | ||||||||||
| Restricted cash and cash equivalents | 2,836 | 2,836 | ||||||||||||||||
| Short-term investments | 14,000 | 14,000 | ||||||||||||||||
| Accounts receivable, net | 93,696 | 93,696 | ||||||||||||||||
| Inventories | 16,269 | (1,817 | ) | (2a | ) | 14,452 | ||||||||||||
| Prepaid expenses and other | 11,232 | 750 | (2a | ) | 11,982 | |||||||||||||
| Total current assets | 198,166 | 235,099 | ||||||||||||||||
| Property and equipment, net | 33,255 | (3,849 | ) | (2a | ) | 29,406 | ||||||||||||
| Goodwill | 37,106 | 37,106 | ||||||||||||||||
| Intangible assets, net | 84,992 | 84,992 | ||||||||||||||||
| Other assets | 21,678 | (100 | ) | (2a | ) | 21,578 | ||||||||||||
| Assets of discontinued operations | 8,985 | 8,985 | ||||||||||||||||
| Total assets | $ | 384,182 | $ | 417,166 | ||||||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Short-term loans and notes payable | $ | 20,557 | $ | 20,557 | ||||||||||||||
| Current portion of long-term debt and finance leases | 1,199 | 1,199 | ||||||||||||||||
| Accounts payable | 44,029 | 44,029 | ||||||||||||||||
| Accrued liabilities and other | 54,820 | 3,949 | (2a | ) | 58,769 | |||||||||||||
| Deferred revenue | 4,430 | 4,430 | ||||||||||||||||
| Total current liabilities | 125,035 | 128,984 | ||||||||||||||||
| Long-term debt and finance leases, net of current portion | 115,297 | 115,297 | ||||||||||||||||
| Other long-term liabilities | 11,434 | 11,434 | ||||||||||||||||
| Liabilities of discontinued operations | 2,990 | 2,990 | ||||||||||||||||
| Total liabilities | 254,756 | 258,705 | ||||||||||||||||
| Minority shareholders’ interest | 63,175 | 63,175 | ||||||||||||||||
| Shareholders’ equity: | ||||||||||||||||||
| Common stock | 325,857 | 325,857 | ||||||||||||||||
| Accumulated other comprehensive income | 2,207 | 2,207 | ||||||||||||||||
| Accumulated deficit | (261,813 | ) | 29,035 | (2a | ) | (232,778 | ) | |||||||||||
| Total shareholders’ equity | 66,251 | 95,286 | ||||||||||||||||
| Total liabilities and shareholders’ equity | $ | 384,182 | $ | 417,166 | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ASYST TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2002
(Unaudited; in thousands, except per share amounts)
| Pro Forma | |||||||||||||||||||
| Sale of Wafer and | |||||||||||||||||||
| Reticle Carrier | Pro Forma | ||||||||||||||||||
| As Reported | Product Lines | Amounts | |||||||||||||||||
| Net sales | $ | 199,807 | $ | (29,244 | ) | (2b | ) | $ | 170,563 | ||||||||||
| Cost of sales | 135,955 | (13,892 | ) | (2b | ) | 122,063 | |||||||||||||
| Gross profit | 63,852 | 48,500 | |||||||||||||||||
| Operating expenses: | |||||||||||||||||||
| Research and development | 31,510 | (1,070 | ) | (2b | ) | 30,440 | |||||||||||||
| Selling, general and administrative | 54,346 | (1,369 | ) | (2b | ) | 52,977 | |||||||||||||
| Amortization of acquired intangible assets | 9,273 | 9,273 | |||||||||||||||||
| Restructuring charges | 7,019 | 7,019 | |||||||||||||||||
| Asset impairment charges | 15,519 | 15,519 | |||||||||||||||||
| In-process research and development costs of acquired businesses | 7,834 | 7,834 | |||||||||||||||||
| Total operating expenses | 125,501 | 123,062 | |||||||||||||||||
| Operating income/(loss) | (61,649 | ) | (74,562 | ) | |||||||||||||||
| Other income (expense), net | (5,228 | ) | (5,228 | ) | |||||||||||||||
| Loss from continuing operations before income taxes and minority interest | (66,877 | ) | (79,790 | ) | |||||||||||||||
| Provision (benefit) for income taxes | 58,628 | 58,628 | |||||||||||||||||
| Income/(Loss) from continuing operations before minority interest | (125,505 | ) | (138,418 | ) | |||||||||||||||
| Minority interest | (4,824 | ) | (4,824 | ) | |||||||||||||||
| Loss from continuing operations | $ | (120,681 | ) | $ | (133,594 | ) | |||||||||||||
| Basic and diluted income/(loss) per common share from | |||||||||||||||||||
| continuing operations | $ | (3.23 | ) | $ | (3.58 | ) | |||||||||||||
| Weighted average number of common shares outstanding – basic and diluted | 37,316 | 37,316 | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ASYST TECHNOLOGIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED MARCH 31, 2002
(Unaudited; in thousands, except per share amounts)
| Pro Forma | |||||||||||||||||||||||||||
| Discontinued | Sale of Wafer and | ||||||||||||||||||||||||||
| Operations of AMP | Reticle Carrier | Pro Forma | |||||||||||||||||||||||||
| As Reported | and SemiFab | Product Lines | Amounts | ||||||||||||||||||||||||
| Net sales | $ | 193,953 | (10,718 | ) | (2c | ) | $ | (28,929 | ) | (2b | ) | $ | 154,306 | ||||||||||||||
| Cost of sales | 160,133 | (17,827 | ) | (2c | ) | (22,627 | ) | (2b | ) | 119,679 | |||||||||||||||||
| Gross profit | 33,820 | 34,627 | |||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||
| Research and development | 40,071 | (1,062 | ) | (2c | ) | (1,987 | ) | (2b | ) | 37,022 | |||||||||||||||||
| Selling, general and administrative | 80,536 | (4,273 | ) | (2c | ) | (1,342 | ) | (2b | ) | 74,921 | |||||||||||||||||
| Amortization of acquired intangible assets | 14,373 | (7,295 | ) | (2c | ) | 7,078 | |||||||||||||||||||||
| Restructuring charges | 60,354 | (37,813 | ) | (2c | ) | 22,541 | |||||||||||||||||||||
| Asset impairment charges | 26,121 | 26,121 | |||||||||||||||||||||||||
| In-process research and development costs of acquired businesses | 2,000 | 2,000 | |||||||||||||||||||||||||
| Total operating expenses | 223,455 | 169,683 | |||||||||||||||||||||||||
| Operating income/(loss) | (189,635 | ) | (135,056 | ) | |||||||||||||||||||||||
| Other income (expense), net | (4,002 | ) | 546 | (2c | ) | (3,456 | ) | ||||||||||||||||||||
| Loss from continuing operations before income taxes | (193,637 | ) | (138,512 | ) | |||||||||||||||||||||||
| Provision (benefit) for income taxes | (44,720 | ) | 6,694 | (2c | ) | (981 | ) | (2b | ) | (39,007 | ) | ||||||||||||||||
| Loss from continuing operations | $ | (148,917 | ) | $ | (99,505 | ) | |||||||||||||||||||||
| Basic and diluted income/(loss) per common share | |||||||||||||||||||||||||||
| from continuing operations | $ | (4.21 | ) | $ | (2.81 | ) | |||||||||||||||||||||
| Weighted average number of common shares outstanding – basic and diluted | 35,373 | 35,373 | |||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
ASYST TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
| 1. | On February 11, 2003, the Company completed the sale of its wafer and reticle carrier product lines (“WRC”) to Entegris, Inc. (“Entegris”) for approximately $38.8 million plus future royalties. At the close of the transaction, the Company received $38 million in cash and will receive an additional $0.8 million upon the settlement of certain escrow provisions. Transaction expenses primarily include expected costs of $2.4 million related to the transfer of the manufacturing process from a subcontractor and other costs for financial advisors, legal and accounting. Entegris purchased the assets of WRC and assumed certain external liabilities as a result of the disposition. A summary of the transaction is as follows: |
| Cash and escrowed cash due from Entegris | $ | 38,750 | ||
| Less: Net assets | (5,766 | ) | ||
| Estimated transaction expenses | (3,949 | ) | ||
| Estimated net gain on sale | $ | 29,035 | ||
Asyst currently estimates that it will not pay income tax as a result of the sale of WRC after utilization of net operating loss carryforwards and certain tax credits.
| 2. | The following pro forma adjustments have been prepared to reflect the following: |
a. The pro forma condensed balance sheet reflects the effects of the sale of WRC as if it had been consummated on December 31, 2002 and includes the transfer of all related assets, liabilities, transaction costs and related gain on disposition.
Transaction expenses consist principally of manufacturing transition fees to be paid by the Company, fees to the Company’s financial advisors and certain legal and accounting fees. A summary of transaction fees is as follows:
| Product transition costs to be paid by the Company | $ | 2,420 | ||
| Fees to financial advisors | 951 | |||
| Legal, accounting and other fees | 206 | |||
| Tool completion costs to be paid by the Company | 372 | |||
| Total transaction costs | $ | 3,949 | ||
b. The pro forma condensed statements of operations for the fiscal year ended March 31, 2002 and for the nine months ended December 31, 2002 assume the sale of WRC has been consummated on April 1, 2001. No adjustment has been made for potential royalties that the Company may have obtained during these periods under terms of the agreement or for interest that may have been received on the cash proceeds. Following the close of the sale of WRC, the Company will no longer have revenues related to sales of the WRC products to third party customers. The pro forma condensed statements of operations have been adjusted to eliminate the net revenues and expenses which the Company believes (i) are directly attributable to the WRC product lines and (ii) will not continue after the completion of the sale of WRC.
c. The pro forma condensed consolidated statement of operations for the fiscal year ended March 31, 2002 is adjusted to eliminate operating results from the Company’s AMP and SemiFab subsidiaries, as these subsidiaries are now classified as discontinued operations. The pro forma condensed consolidated statement of operations for the nine months ended December 31, 2002 is not adjusted for these discontinued operations as the Company has already reclassified their results in its financial statements filed on Form 10-Q during the period. The pro forma consolidated condensed financial statements should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in the Company’s quarterly report on Form 10-Q for the quarterly period ended December 31, 2002.
(c) Exhibits.
The following exhibits are filed with this document:
| Exhibit Number | Description | |
| 99.1* | Press Release titled “Asyst Technologies Updates Guidance for Fourth Fiscal Quarter Following Sale of Product Lines to Entegris” dated February 11, 2003. | |
| 99.2* | Press Release titled “Entegris Acquires Silicon Wafer and Reticle Carrier Product Lines from Asyst Technologies” dated February 11, 2003. |
* Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K, dated February 11, 2003, as filed with the Securities and Exchange Commission on February 13, 2003.
SIGNATURES
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
| ASYST TECHNOLOGIES, INC. | ||||
| Dated: February 26, 2003 | By: | /s/ Geoffrey G. Ribar | ||
| Geoffrey G. Ribar, Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1* | Press Release titled “Asyst Technologies Updates Guidance for Fourth Fiscal Quarter Following Sale of Product Lines to Entegris” dated February 11, 2003. | |
| 99.2* | Press Release titled “Entegris Acquires Silicon Wafer and Reticle Carrier Product Lines from Asyst Technologies” dated February 11, 2003. |
* Previously filed as an exhibit to the Registrant’s Current Report on Form 8-K, dated February 11, 2003, as filed with the Securities and Exchange Commission on February 13, 2003.
