Exhibit 99.3
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
NORTHERN DISTRICT OF CALIFORNIA
In re :Asyst Technologies, Inc. | Case No.:09-43246 RN 11 |
CHAPTER 11 — PERIODIC REPORT on subsidiaries
This is the report as of March 31, 2009 on the value, operations and profitability of those entities in which the estate holds a substantial or controlling interest, as required by Bankruptcy Rule 2015.3. The estate of Asyst Technologies, Inc. holds a substantial or controlling interest in the following entities:
Tab sheet | ||||
Name of entity | Interest of the Estate | reference | ||
Asyst Technologies (Taiwan) Ltd. | 100% | Taiwan | ||
SMIF Equipment Tianjin Co., Ltd. | 100% | China | ||
Asyst Technologies Malaysia Sdn. Bhd. | 100% | Malaysia | ||
Asyst Technologies (Far East), Pte. Ltd. | 100% | Singapore | ||
Asyst Technologies GmbH | 100% | Germany | ||
Asyst Korea, Ltd. | 100% | Korea | ||
Asyst Japan Holdings, Inc.1 | 99% | AJH and subs | ||
(consolidated with its subsidiaries) |
Footnotes: | ||
1 | Due to Japanese insolvency and restructuring proceedings of Asyst Japan Holdings Inc. (“AJH”), periodic reports may not be available on a go-forward basis. | |
2 | Corporate tax accounts have not been finalized and are subject to change. |
This periodic report (the “Periodic Report”) contains separate reports (“Entity Reports”) on the operations and profitability of each entity listed above. A valuation report for each entity is not available as Asyst Technologies does not perform valuations by legal entity. Valuation is performed annually on the entire consolidated Asyst Technologies, Inc. for goodwill impairment analysis required under US GAAP FAS 142.
Each Entity Report consists of four sections, namely statement of income (loss); balance sheet; statement of changes in shareholders equity (deficit) and a description of the entity’s business operations. A statement of cash flow and earnings per share by entity is not available because Asyst Technologies prepares its statement of cash flow and earnings per share calculation on a consolidated basis.
Notes to the periodic subsidiary report are presented at the end of this report to provide information on accounting principles and practices.
I have reviewed the above listing of entities in which the estate of Asyst Technologies, Inc. holds a substantial or controlling interest, and being familiar with Asyst Technologies, Inc.’s financial affairs, verify under the penalty of perjury that the listing is complete, accurate and truthful to the best of my knowledge.
/s/ Paula C. LuPriore | 6/8/2009 | |||
Paula C. LuPriore | Executive VP, COO and CRO |
Asyst Technologies, Inc.
Case No.:09-43246 RN 11
Per S419 of the Bankruptcy Abuse Prevention and Consumer Protection Act,
Periodic report for Asyst Subsidiaries covered by this report outlined per chart below.
Case No.:09-43246 RN 11
Per S419 of the Bankruptcy Abuse Prevention and Consumer Protection Act,
Periodic report for Asyst Subsidiaries covered by this report outlined per chart below.
![(FLOW CHART)](https://capedge.com/proxy/8-K/0000950123-09-013029/f52702f5270201.gif)
Asyst Technologies (Taiwan) Ltd.
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 2,462,530 | 3,198,948 | ||||||
Cost of goods sold | 1,237,451 | 2,124,155 | ||||||
Gross profit | 1,225,079 | 1,074,793 | ||||||
Research & development expenses | 40,764 | 0 | ||||||
Selling, general & admin expenses | 1,168,313 | 1,001,088 | ||||||
Provision for bad debts | 130,789 | 0 | ||||||
Restructuring charges | 201,960 | 146,975 | ||||||
Total operating expenses | 1,541,827 | 1,148,064 | ||||||
Income (loss) from operations | (316,748 | ) | (73,270 | ) | ||||
Non-operating income (expenses) | (335,071 | ) | 304,771 | |||||
Interest income (expenses), net | 141,487 | 174,774 | ||||||
Income (loss) before income taxes and minority interest | (510,332 | ) | 406,274 | |||||
Provision for income taxes | (30,572 | ) | 9,230 | |||||
Net income (loss) | (540,904 | ) | 415,504 | |||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 394,164 | 3,399,172 | ||||||
Accounts receivable (non-affiliates), net of allowances | 145,709 | 484,989 | ||||||
Unbilled receivables | 30,921 | 0 | ||||||
Receivable from (Payable) to affiliates | 598,045 | (717,957 | ) | |||||
Inventories | ||||||||
Raw materials | 835,887 | 796,687 | ||||||
Finished goods | 7,193 | 8,055 | ||||||
Finished goods reserve | (160,999 | ) | (159,141 | ) | ||||
Total inventories | 682,081 | 645,600 | ||||||
Prepared expenses and other current assets | 132,244 | 166,977 | ||||||
Loan receivable from affiliate — short term | 90,000 | 1,865,175 | ||||||
Total current assets | 2,073,164 | 5,843,956 | ||||||
Property and equipment, net | 204,891 | 136,906 | ||||||
Other assets | 26,401 | 26,917 | ||||||
Total assets | 2,304,456 | 6,007,780 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accounts payable | 94,552 | 69,179 | ||||||
Accrued and other liabilities | 127,451 | 173,835 | ||||||
Deferred margin | 8,226 | 9,212 | ||||||
Total current liabilities | 230,230 | 252,226 | ||||||
Loan payable to affiliate — long term | (3,136,984 | ) | 0 | |||||
Other long-term liabilities | 28,714 | 32,153 | ||||||
Total liabilities | (2,878,041 | ) | 284,380 | |||||
Shareholders’ equity | 5,182,496 | 5,723,400 | ||||||
Total liabilities, minority interest and shareholders’ equity | 2,304,456 | 6,007,780 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 5,723,400 | 5,307,896 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (540,904 | ) | 415,504 | |||||
Balance, at end of period | 5,182,496 | 5,723,400 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
Taiwan
SMIF Equipment Tianjin Co., Ltd.
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 1,186,007 | 847,633 | ||||||
Cost of goods sold | 893,086 | 572,286 | ||||||
Gross profit | 292,921 | 275,348 | ||||||
Selling, general & admin expenses | 165,986 | 231,150 | ||||||
Provision for bad debts | 77,084 | 0 | ||||||
Restructuring charges | 2,462 | 1,588 | ||||||
Total operating expenses | 245,531 | 232,738 | ||||||
Income (loss) from operations | 47,390 | 42,610 | ||||||
Non-operating income (expenses) | 7,553 | 69,945 | ||||||
Interest income (expenses), net | 156 | 2,013 | ||||||
Income (loss) before income taxes and minority interest | 55,099 | 114,568 | ||||||
Provision for income taxes | 161 | (56,420 | ) | |||||
Net income (loss) | 55,260 | 58,148 | ||||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 142,069 | 169,114 | ||||||
Accounts receivable (non-affiliates), net of allowances | 101,000 | 175,937 | ||||||
Receivable from (Payable) to affiliates | 29,120 | (67,820 | ) | |||||
Inventories | ||||||||
Raw materials | 462,530 | 451,915 | ||||||
Finished goods reserve | (58,182 | ) | (56,724 | ) | ||||
Total inventories | 404,348 | 395,191 | ||||||
Prepared expenses and other current assets | 38,055 | 34,588 | ||||||
Total current assets | 714,592 | 707,011 | ||||||
Property and equipment, net | 49,304 | 35,496 | ||||||
Total assets | 763,896 | 742,507 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accrued and other liabilities | 34,805 | 68,676 | ||||||
Total current liabilities | 34,805 | 68,676 | ||||||
Total liabilities | 34,805 | 68,676 | ||||||
Shareholders’ equity | 729,091 | 673,831 | ||||||
Total liabilities, minority interest and shareholders’ equity | 763,896 | 742,507 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 673,831 | 615,683 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | 55,260 | 58,148 | ||||||
Balance, at end of period | 729,091 | 673,831 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
China
Asyst Technologies Malaysia Sdn. Bhd.
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 172,089 | 151,633 | ||||||
Cost of goods sold | 185,814 | 143,071 | ||||||
Gross profit | (13,725 | ) | 8,562 | |||||
Selling, general & admin expenses | (44 | ) | 0 | |||||
Provision for bad debts | 90 | 0 | ||||||
Restructuring charges | 10,619 | 0 | ||||||
Total operating expenses | 10,664 | 0 | ||||||
Income (loss) from operations | (24,389 | ) | 8,562 | |||||
Non-operating income (expenses) | (33,102 | ) | 13,567 | |||||
Interest income (expenses), net | 0 | 0 | ||||||
Income (loss) before income taxes and minority interest | (57,492 | ) | 22,129 | |||||
Provision for income taxes | 0 | 28,507 | ||||||
Net income (loss) | (57,492 | ) | 50,636 | |||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 149,520 | 106,380 | ||||||
Accounts receivable (non-affiliates), net of allowances | 8,501 | 16,883 | ||||||
Receivable from (Payable) to affiliates | (180,872 | ) | (90,306 | ) | ||||
Inventories | ||||||||
Raw materials | 42,489 | 50,924 | ||||||
Finished goods reserve | (9,985 | ) | (11,421 | ) | ||||
Total inventories | 32,504 | 39,503 | ||||||
Prepared expenses and other current assets | 15,134 | 17,635 | ||||||
Total current assets | 24,787 | 90,096 | ||||||
Property and equipment, net | 23 | 350 | ||||||
Total assets | 24,809 | 90,446 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accrued and other liabilities | (14,017 | ) | (5,872 | ) | ||||
Total current liabilities | (14,017 | ) | (5,872 | ) | ||||
Total liabilities | (14,017 | ) | (5,872 | ) | ||||
Shareholders’ equity | 38,826 | 96,318 | ||||||
Total liabilities, minority interest and shareholders’ equity | 24,809 | 90,446 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 96,318 | 45,682 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (57,492 | ) | 50,636 | |||||
Balance, at end of period | 38,827 | 96,318 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
Malaysia
Asyst Technologies (Far East) Pte. Ltd.
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 1,405,387 | 1,620,248 | ||||||
Cost of goods sold | 882,952 | 962,989 | ||||||
Gross profit | 522,435 | 657,259 | ||||||
Selling, general & admin expenses | 760,292 | 569,374 | ||||||
Provision for bad debts | 2,081 | 0 | ||||||
Restructuring charges | 0 | 12,955 | ||||||
Total operating expenses | 762,373 | 582,329 | ||||||
Income (loss) from operations | (239,938 | ) | 74,930 | |||||
Non-operating income (expenses) | (1,681 | ) | (113 | ) | ||||
Interest income (expenses), net | (18,567 | ) | 4,512 | |||||
Income (loss) before income taxes and minority interest | (260,186 | ) | 79,329 | |||||
Provision for income taxes | (11,712 | ) | (4,340 | ) | ||||
Net income (loss) | (271,898 | ) | 74,988 | |||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 150,596 | 236,244 | ||||||
Accounts receivable (non-affiliates), net of allowances | 51,498 | 215,926 | ||||||
Receivable from (Payable) to affiliates | 174,835 | 136,003 | ||||||
Inventories | ||||||||
Raw materials | 449,850 | 518,813 | ||||||
Finished goods | 33,445 | 36,835 | ||||||
Finished goods reserve | (96,650 | ) | (104,859 | ) | ||||
Total inventories | 386,645 | 450,789 | ||||||
Total current assets | 763,574 | 1,038,962 | ||||||
Property and equipment, net | 4,187 | 12,644 | ||||||
Other assets | 13,678 | 12,690 | ||||||
Total assets | 781,439 | 1,064,296 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accounts payable | 7,692 | 19,946 | ||||||
Loan payable to affiliate — short term | 90,000 | 0 | ||||||
Accrued and other liabilities | 307,691 | 396,396 | ||||||
Total current liabilities | 405,383 | 416,342 | ||||||
Total liabilities | 405,383 | 416,342 | ||||||
Shareholders’ equity | 376,056 | 647,954 | ||||||
Total liabilities, minority interest and shareholders’ equity | 781,439 | 1,064,296 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 647,954 | 572,966 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (271,898 | ) | 74,988 | |||||
Balance, at end of period | 376,056 | 647,954 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
Singapore
Asyst Technologies GmbH
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 1,851,647 | 947,543 | ||||||
Cost of goods sold | 1,287,820 | 368,989 | ||||||
Gross profit | 563,827 | 578,554 | ||||||
Selling, general & admin expenses | 472,030 | 476,166 | ||||||
Provision for bad debts | 1,705 | 0 | ||||||
Restructuring charges | 26,127 | 0 | ||||||
Total operating expenses | 499,862 | 476,166 | ||||||
Income (loss) from operations | 63,965 | 102,388 | ||||||
Non-operating income (expenses) | 154,985 | 215,571 | ||||||
Interest income (expenses), net | (66,402 | ) | (635 | ) | ||||
Income (loss) before income taxes and minority interest | 152,548 | 317,324 | ||||||
Provision for income taxes | (169,196 | ) | (23,916 | ) | ||||
Net income (loss) | (16,649 | ) | 293,408 | |||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 30,683 | 158,144 | ||||||
Accounts receivable (non-affiliates), net of allowances | 129,879 | 236,399 | ||||||
Receivable from (Payable) to affiliates | 565,365 | 736,692 | ||||||
Inventories | ||||||||
Raw materials | 285,941 | 286,345 | ||||||
Total inventories | 285,941 | 286,345 | ||||||
Prepared expenses and other current assets | 59,277 | 21,452 | ||||||
Total current assets | 1,071,144 | 1,439,031 | ||||||
Property and equipment, net | 34,829 | 46,561 | ||||||
Other assets | 7,334 | 2,001 | ||||||
Total assets | 1,113,307 | 1,487,594 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accounts payable | 48,585 | 116,665 | ||||||
Accrued and other liabilities | 348,884 | 524,038 | ||||||
Total current liabilities | 397,469 | 640,702 | ||||||
Total liabilities | 397,469 | 640,702 | ||||||
Shareholders’ equity | 715,838 | 846,891 | ||||||
Total liabilities, minority interest and shareholders’ equity | 1,113,307 | 1,487,593 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 846,892 | 398,197 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (16,649 | ) | 293,408 | |||||
Foreign translation adjustments | (114,405 | ) | 155,287 | |||||
Balance, at end of period | 715,838 | 846,892 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
Germany
Asyst Korea, Ltd.
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 777,872 | 711,885 | ||||||
Cost of goods sold | 368,583 | 670,820 | ||||||
Gross profit | 409,289 | 41,065 | ||||||
Selling, general & admin expenses | 400,638 | 0 | ||||||
Provision for bad debts | 0 | 0 | ||||||
Total operating expenses | 400,638 | 0 | ||||||
Income (loss) from operations | 8,650 | 41,065 | ||||||
Non-operating income (expenses) | (50,534 | ) | (21,398 | ) | ||||
Interest income (expenses), net | 107 | 60 | ||||||
Income (loss) before income taxes and minority interest | (41,777 | ) | 19,728 | |||||
Provision for income taxes | (3,525 | ) | (15,751 | ) | ||||
Net income (loss) | (45,301 | ) | 3,977 | |||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 78,859 | 91,102 | ||||||
Accounts receivable (non-affiliates), net of allowances | 81,861 | 63,354 | ||||||
Receivable from (Payable) to affiliates | 59,347 | 9,120 | ||||||
Inventories | ||||||||
Raw materials | 169,990 | 254,364 | ||||||
Finished goods reserve | (20,332 | ) | (28,451 | ) | ||||
Total inventories | 149,658 | 225,914 | ||||||
Prepared expenses and other current assets | 21,523 | 36,029 | ||||||
Total current assets | 391,247 | 425,518 | ||||||
Property and equipment, net | 21,990 | 36,295 | ||||||
Other assets | 72,237 | 101,080 | ||||||
Total assets | 485,474 | 562,894 | ||||||
Liabilities and shareholders’ equity | ||||||||
Accrued and other liabilities | 145,219 | 144,259 | ||||||
Deferred margin | 20,037 | 38,182 | ||||||
Total current liabilities | 165,256 | 182,441 | ||||||
Other long-term liabilities | 73,267 | 88,200 | ||||||
Total liabilities | 238,523 | 270,641 | ||||||
Shareholders’ equity | 246,951 | 292,252 | ||||||
Total liabilities, minority interest and shareholders’ equity | 485,474 | 562,894 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 292,252 | 288,275 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (45,301 | ) | 3,977 | |||||
Balance, at end of period | 246,951 | 292,252 | ||||||
Description of Operations
The principal activities of the company are the provision of systems maintenance, sales and technical support services to semiconductor manufacturers and sales of spare parts to semiconductor manufacturers.
Korea
Asyst Japan Holdings, Inc. and Subsidiaries
Fiscal Year Ending | Fiscal Year Ending | |||||||
Statement of Operations in USD | 3/31/2009 | 3/31/2008 | ||||||
Revenues | 285,534,522 | 345,868,976 | ||||||
Cost of goods sold | 215,935,167 | 266,869,220 | ||||||
Gross profit | 69,599,355 | 78,999,756 | ||||||
Research & development expenses | 15,383,334 | 13,658,726 | ||||||
Selling, general & admin expenses | 52,787,707 | 63,628,042 | ||||||
Provision for (reversal) of bad debts | (986,453 | ) | (2,204,916 | ) | ||||
Amortization of acquired intangible assets | 8,706,074 | 16,259,191 | ||||||
Restructuring charges | 91,843,010 | 865,033 | ||||||
Total operating expenses | 167,733,672 | 92,206,076 | ||||||
Income (loss) from operations | (98,134,316 | ) | (13,206,320 | ) | ||||
Non-operating income (expenses) | (9,244,091 | ) | 4,654,406 | |||||
Interest income (expenses), net | (10,073,314 | ) | (6,800,793 | ) | ||||
Income (loss) before income taxes and minority interest | (117,451,721 | ) | (15,352,707 | ) | ||||
Income tax benefit | 2,265,169 | 4,861,877 | ||||||
Minority interest (expense) income | (14,327 | ) | (58,269 | ) | ||||
Net income (loss) | (115,200,879 | ) | (10,549,099 | ) | ||||
Balance Sheet in USD | As of 3/31/2009 | As of 3/31/2008 | ||||||
Assets: | ||||||||
Cash and cash equivalents | 27,625,124 | 80,088,445 | ||||||
Accounts receivable (non-affiliates), net of allowances | 30,213,486 | 57,917,494 | ||||||
Unbilled receivables | 33,611,081 | 47,402,553 | ||||||
Receivable from (Payable) to affiliates | (14,786,075 | ) | (52,342,226 | ) | ||||
Inventories | ||||||||
Raw materials | 10,091,937 | 11,817,030 | ||||||
Raw materials reserve | (4,217,991 | ) | (4,220,746 | ) | ||||
Work-in-progress | 17,405,396 | 24,757,462 | ||||||
Finished goods | 802,625 | 1,654,445 | ||||||
Finished goods reserve | (2,006,642 | ) | (1,383,107 | ) | ||||
Total inventories | 22,075,325 | 32,625,084 | ||||||
Prepared expenses and other current assets | 20,529,663 | 15,437,296 | ||||||
Loan receivable from affiliate — short term | 3,300,000 | 0 | ||||||
Total current assets | 122,568,603 | 181,128,645 | ||||||
Property and equipment, net | 18,300,576 | 19,610,169 | ||||||
Investment in subsidiaries | 188,236,537 | 188,236,537 | ||||||
Goodwill | 0 | 95,269,505 | ||||||
Intangible assets, net | 19,319,986 | 27,946,264 | ||||||
Other assets | 16,738,265 | 14,069,263 | ||||||
Total assets | 365,163,967 | 526,260,384 | ||||||
Liabilities and shareholders’ equity | ||||||||
Short-term loans and notes payable | 55,595,958 | 36,167,218 | ||||||
Current portion of long-term debt and capital leases | 76,102,011 | 7,011,099 | ||||||
Accounts payable | 57,753,853 | 83,609,010 | ||||||
Loan payable to affiliate — short term | 0 | 1,865,175 | ||||||
Accrued and other liabilities | 37,595,283 | 57,829,019 | ||||||
Deferred margin | 853,710 | 277,062 | ||||||
Total current liabilities | 227,900,815 | 186,758,583 | ||||||
Long-term debt and capital leases, net of current portion | 1,348,906 | 112,667,110 | ||||||
Loan payable to affiliate — long term | 22,970,000 | (12,757,583 | ) | |||||
Deferred tax liability, non-current | (353,523 | ) | 2,832,821 | |||||
Other long-term liabilities | 18,320,318 | 11,884,994 | ||||||
Total liabilities | 270,186,515 | 301,385,926 | ||||||
Minority interest | 139,425 | 134,284 | ||||||
Shareholders’ equity | 94,838,027 | 224,740,175 | ||||||
Total liabilities, minority interest and shareholders’ equity | 365,163,967 | 526,260,384 | ||||||
Statement of changes in shareholders’ equity (deficit) | Fiscal Year Ending | Fiscal Year Ending | ||||||
In USD | 3/31/2009 | 3/31/2008 | ||||||
Balance, at beginning of period | 224,740,175 | 236,136,869 | ||||||
Comprehensive net income (loss) | ||||||||
Net income (loss) | (115,200,879 | ) | (10,549,099 | ) | ||||
Cumulative effect of Change in acctg principle | 0 | (232,119 | ) | |||||
Unrealized gains (losses) on securities | (48,285 | ) | (68,711 | ) | ||||
Foreign translation adjustments | (14,535,675 | ) | (546,764 | ) | ||||
SAB Topic 5H adjustments | (117,309 | ) | 0 | |||||
Balance, at end of period | 94,838,027 | 224,740,175 | ||||||
Description of Operations
The principal activities of this group of companies include developing, manufacturing, selling and supporting integrated automation systems primarily for the semiconductor, and secondarily for the flat panel display manufacturing industries.
AJH and subs
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
NORTHERN DISTRICT OF CALIFORNIA
NOTES TO PERIODIC SUBSIDIARY REPORT
BASIS OF PRESENTATION
The accompanying financial statements by entity have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). In the opinion of management, we have included all adjustments consisting of normal and recurring entries considered necessary for a fair statement of the financial position and operating results for the periods presented.
Our Japan subsidiary, Asyst Japan Holdings, Inc. and its subsidiaries operate using their local currency as their functional currency. Accordingly, all assets and liabilities of these subsidiaries are translated using exchange rates in effect at the end of the period, and revenues and costs are translated using average exchange rates for the period. The resulting translation adjustments are presented as a separate component of “Accumulated other comprehensive income (loss).”
All other foreign subsidiaries use the U.S. dollar as their functional currency. Accordingly, assets and liabilities of those subsidiaries are re-measured using exchange rates in effect at the end of the period, except for non-monetary assets, such as inventories and property and equipment that are re-measured using historical exchange rates. Revenues and costs are re-measured using average exchange rates for the period, except for costs related to those balance sheet items that are re-measured translated using historical exchange rates. The resulting re-measurement gains and losses are included in our consolidated statements of operations as incurred.
CRITICAL POLICIES AND ESTIMATES
Revenue RecognitionWe recognize revenue when persuasive evidence of an arrangement exists, product delivery has occurred or service has been rendered, price is fixed or determinable, and collectability is reasonably assured. Some of our products are large-volume consumables that are tested to industry and/or customer acceptance criteria prior to shipment and delivery. Our primary shipping terms are FOB shipping point, which results in the transfer of title and recognition of product revenue at the time of shipment to our customers. Certain of our product sales are accounted as multiple-element arrangements. We allocate consideration to multiple-element arrangements based on relative objective evidence of fair values, which we determine based on prices charged for such products when sold on a stand-alone basis. If we have met defined customer acceptance experience levels with both the customer and the specific type of product, we recognize the product revenue at the time of shipment and transfer of title, and recognize the remainder when the other elements, primarily installation, have been completed. Some of our other products are highly customized systems and cannot be completed or adequately tested to customer specifications prior to shipment from the factory. We do not recognize revenue for these products until formal acceptance by the customer. We recognize revenue for spare parts sales at the time of shipment and the transfer of title. We defer all revenues and all costs for items that do not meet our revenue recognition policy, and these amounts are reflected in our Consolidated Balance Sheets under “Deferred margin.” We recognize revenue related to maintenance and service contracts ratably over the duration of the contracts. Unearned maintenance and service contract revenue is not significant and is included in our Consolidated Balance Sheets under “Accrued and other liabilities.”
We recognize revenue for long-term construction-type contracts in accordance with the American Institute of Certified Public Accountants’ (“AICPA”) Statement of Position (“SOP”) 81-1, “Accounting for Performance of Construction-Type and Certain Production-Type Contracts.” We use the percentage-of-completion method to calculate revenue and related costs for our semiconductor and flat panel display AMHS projects due to the contracts being long-term in nature. Revenue and related costs are recognized only when estimates of the cost to complete and extent of progress toward completion of long-term contracts are available and reasonably dependable. We record revenue and unbilled receivables each period based on the percentage of completion to date on each contract, measured by costs incurred to date relative to the total estimated costs of each contract. The unbilled receivables amount is reclassified to trade receivables once the invoice is issued.
We account for software revenue in accordance with the AICPA SOP 97-2, “Software Revenue Recognition.” Revenue for integration software work is recognized on a percentage-of-completion basis. Software license revenue, which is not material to the consolidated financial statements, is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is probable.
Allowance for Doubtful AccountsWe estimate our allowance for doubtful accounts through a specific and non-specific reserve assessment. The specific reserve is a facts and circumstances assessment of accounts receivables outstanding past a certain date, generally 60 days from the payment term due date, and reserve between 0 percent and 100 percent under the specific reserve, depending on the facts and circumstances of the particular case. The non-specific reserve is quantitatively measured through application of a reserve percentage based on the historic accounts receivable write-offs during the immediately preceding five years. Changes in circumstances (such as an unexpected material adverse change in a major customer’s ability to meet its financial obligations to us or its payment trends) may require us to further adjust our estimates of the recoverability of amounts due to us.
Inventory ReservesWe evaluate the recoverability of all inventory, including raw materials, work-in-process, finished goods and spare parts, to determine whether adjustments for impairment are required. Inventory which is obsolete or in excess of our demand forecast is fully reserved. Such provisions, once established, are not reversed until the related inventories have been sold or scrapped. If actual demand is lower than our forecast, additional inventory write-downs may be required. We outsource, through a long-term agreement, all of our fab automation product manufacturing to Solectron Corporation (“Solectron”), hereinafter referred to as Flextronics International Ltd. (“Flextronics”) due to Flextronics’ acquisition of Solectron in October 2007. Flextronics purchases inventory for us which may later result in our being obligated to re-purchase inventory purchased by them for our benefit if the inventory is not used over certain specified periods of time per the terms of this agreement. We did not record any revenue for the sale of this inventory to Flextronics and we have fully reserved for any inventory buyback in excess of our demand forecast.
GoodwillWe test goodwill for impairment annually in the third quarter of each fiscal year, or sooner should events or changes in circumstances indicate potential impairment. The test is performed in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” (“SFAS No. 142”). The test is a two-step process with the first step serving to identify if an impairment has occurred, while the second step measures the amount of the impairment, if any. To determine the amount of the impairment, we estimate the fair value of our reporting segments that contain goodwill, based primarily on expected future cash flows, reduce the amount by the fair value of identifiable intangible assets other than goodwill (also based primarily on expected future cash flows), and then compare the unallocated fair value of the business to the carrying value of goodwill. To the extent goodwill exceeds the unallocated fair value of the business, an impairment expense is recognized.
Impairment of Long Lived AssetsWe evaluate the recoverability of our long-lived tangible assets in accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets to be Disposed of” (“SFAS No. 144”). Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows from the use of the assets and its eventual disposition. Measurement of an impairment loss for long-lived assets is based on the fair value of the assets. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less estimated costs to sell.
Warranty ReserveOur warranty policy generally states that we will provide warranty coverage for a pre-determined amount of time, generally 12 to 24 months, for material and labor to repair and service our equipment. We record the estimated warranty cost upon shipment of our products or receipt of customer’s final acceptance. The estimated warranty cost is determined based on the warranty term and historical warranty costs for a specific product. If actual product failure rates or material usage differs from our estimates, we may need to revise our estimated warranty reserve.
Accounting for Income TaxesEffective April 1, 2007, we adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”).
We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to these uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.
We must assess the likelihood that we will be able to recover our deferred tax assets. To date, we have concluded recovery is not likely and, as such, we have recorded a valuation allowance against the deferred tax assets that we estimate will not ultimately be recoverable. However, should there be a change in our ability to recover our deferred tax assets, our tax provision would decrease in the period in which we determined that the recovery was probable.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. As a result of implementing FIN 48, we recognize liabilities for uncertain tax positions based on the two-step process prescribed within the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained following an audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit which is the largest amount that is more than 50 percent likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the determination period.
Share-Based CompensationOn April 1, 2006, we adopted SFAS No. 123(R), “Share-Based Payment” (“SFAS No. 123(R)”) using the modified prospective transition method. Our Consolidated Financial Statements as of and for the fiscal years ended March 31, 2008 and 2007 reflect the impact of SFAS No. 123(R). However, in accordance with the modified prospective transition method, our Consolidated Financial Statements for prior periods were not restated and do not include the impact of SFAS No. 123(R). Prior periods do not include equity compensation amounts comparable to those included in the Consolidated Financial Statements for the fiscal years ended March 31, 2008 and 2007.
SFAS No. 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our Consolidated Statements of Operations. Prior to April 1, 2006, we accounted for share-based awards to employees using the intrinsic value method in accordance with APB No. 25 as permitted under SFAS No. 123(R) (and further amended by SFAS No. 148).
Upon adoption of SFAS No. 123(R), we reassessed our equity compensation valuation technique and related assumptions. Our determination of the fair value of share-based payment awards on the date of grant utilizes an option-pricing model, and is impacted by our common stock price as well as a change in assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to: expected common stock price volatility over the term of the option awards, as well as the projected employee option exercise behaviors (expected period between stock option vesting date and stock option exercise date). Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable.
Because employee stock options have certain characteristics that are significantly different from traded options, and changes in the subjective assumptions can materially affect the estimated fair value, in our opinion, the existing Black-Scholes option-pricing model may not provide an accurate measure of the fair value of employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS No. 123(R) using an option-pricing model that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.
Share-based compensation expense recognized in our Consolidated Statements of Operations for fiscal years ended March 31, 2008 and 2007 included a combination of payment awards granted prior to April 1, 2006 and payment awards granted subsequent to April 1, 2006. In conjunction with the adoption of SFAS No. 123(R), we changed our method of attributing the value of share-based compensation to expense from the accelerated multiple-option approach to the straight-line single option method. Compensation expense for all share-based payment awards granted subsequent to April 1, 2006 is recognized using the straight-line single-option method, except for compensation expense relating to market-condition awards which is recognized using the graded-vesting method. Share-based compensation expense included in fiscal years ended March 31, 2008 and 2007 includes the impact of estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the periods prior to fiscal year 2007, we accounted for forfeitures as they occurred. Stock options granted in periods prior to fiscal year 2007 were measured based on SFAS No. 123 criteria, whereas stock options granted subsequent to April 1, 2006 were measured based on SFAS No. 123(R) criteria.
Pension Benefit PlansWe provide defined-benefit pension plans in Japan. Consistent with the requirements of local law, we deposit funds for certain of these plans with insurance companies, third-party trustees, or into government-managed accounts, and/or accrues for the unfunded portion of the obligation. The assumptions used in calculating the obligation for the non-U.S. plans depend on the local economic environment.
Our pension benefit costs are developed from actuarial valuations. Inherent in these valuations are key assumptions made by us, including the discount rate and expected long-term rate of return on plan assets. Material changes in pension benefit costs may occur in the future due to changes in these assumptions, as well as our actual experience.
SOURCE AND PREPARER OF FINANCIAL INFORMATION
Information for the periodic subsidiary report is unaudited and was prepared by the Company’s management team and was obtained from the Company’s financial reporting system and various legal documents associated with the Company’s subsidiaries.