UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended November 1, 1996 Commission File Number: 0-26968
ETEC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
NEVADA 94-3094580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
26460 Corporate Avenue, Hayward, California 94545
(Address and Zip Code of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510)783-9210
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 X No
----- -----
19,969,577 shares of Common Stock were outstanding as of December 1, 1996.
This report, including exhibits, consists of 17 pages. The Index of Exhibits is
found on page 15.
1
TABLE OF CONTENTS
Page
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PART I - FINANCIAL INFORMATION
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Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at
October 31, 1996 and July 31, 1996 3
Consolidated Statements of Income for the
three months ended October 31, 1996 and 1995 4
Consolidated Statements of Cash Flows for the
three months ended October 31, 1996 and 1995 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II - OTHER INFORMATION
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Item 1. Legal Proceedings N/A
Item 2. Changes in Securities N/A
Item 3. Defaults Upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of Security Holders N/A
Item 5. Other Information N/A
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
ETEC SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(Unaudited)
OCTOBER 31, JULY 31,
1996 1996
----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 20,727 $ 44,472
Marketable securities 31,995 24,153
Accounts receivable, less allowance
for doubtful accounts of $1,090 and
$1,102 43,224 37,316
Inventory 61,237 52,135
Other current assets 5,076 3,042
Deferred tax assets 25,670 24,508
-------- --------
Total current assets 187,929 185,626
Property, plant and equipment, net 22,770 19,381
Other assets 3,666 3,864
-------- --------
$214,365 $208,871
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 3,333 $ 3,333
Accounts payable 18,075 14,184
Accrued and other liabilities 49,043 51,084
Taxes payable 5,425 5,826
-------- --------
Total current liabilities 75,876 74,427
Long-term debt, less current portion 5,833 6,667
Deferred gain on sale of asset 3,072 5,571
Other liabilities 6,245 6,329
-------- --------
Total liabilities 91,026 92,994
-------- --------
Commitments and Contingencies (Note 6)
Stockholders' equity:
Preferred Stock, par value $0.01 per
share; 10,000,000 shares authorized;
none issued and outstanding - -
Common Stock, par value $0.01 per
share; 30,000,000 and 20,000,000
shares authorized; 19,810,968 and
19,610,964 issued and outstanding 198 196
Warrants 1,031 1,096
Additional paid-in capital 150,722 149,858
Cumulative translation adjustments (112) 211
Accumulated deficit (28,500) (35,484)
-------- --------
Total stockholders' equity 123,339 115,877
-------- --------
$214,365 $208,871
======== ========
See accompanying notes to consolidated financial statements.
3
ETEC SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
THREE MONTHS ENDED
OCTOBER 31,
------------------
1996 1995
------ ------
Revenue:
Products $36,402 $17,103
Services 8,485 7,605
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44,887 24,708
------- -------
Cost of revenue:
Products 17,552 8,381
Services 6,552 5,371
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24,104 13,752
------- -------
Gross profit 20,783 10,956
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Operating expenses:
Research, development and engineering 6,481 3,271
Selling, general and administrative 5,895 4,453
------- -------
12,376 7,724
------- -------
Income from operations 8,407 3,232
Interest expense (244) (612)
Other income(expense), net 794 929
------- -------
Income before income tax provision 8,957 3,549
Income tax provision 1,973 887
------- -------
Net income 6,984 2,662
Accretion of mandatorily redeemable
convertible preferred stock - 1,078
------- -------
Net income attributable to Common
Stockholders $ 6,984 $ 1,584
======= =======
Net income per share $0.33 $0.18
======= =======
Number of weighted average common
equivalent shares used in per share
calculation 21,118 14,850
======= =======
See accompanying notes to consolidated financial statements.
4
ETEC SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
THREE MONTHS ENDED
OCTOBER 31,
------------------
1996 1995
------ ------
Cash flows from operating activities:
Net income $ 6,984 $ 2,662
Adjustments to reconcile net income
to net cash used in operating
activities:
Depreciation, amortization, and
other noncash charges 1,033 573
Deferred taxes (1,162) -
Changes in assets and liabilities:
Accounts receivable (6,534) (2,800)
Inventory (9,289) (5,784)
Other assets (839) (885)
Accounts payable 3,977 1,949
Accrued and other liabilities (5,166) (54)
-------- -------
Net cash used in operating
activities (10,996) (4,339)
-------- -------
Cash flows from investing activities:
Purchases of marketable securities,
net (7,842) -
Capital expenditures for property
and equipment (4,159) (741)
New building construction costs (1,271) -
-------- -------
Net cash used in investing
activities (13,272) (741)
-------- -------
Cash flows from financing activities:
Repayment of debt and capital leases (932) (8,241)
Financing from (repayment to)
intermediary 3,627 (1,544)
Repurchase of warrants in connection
with building financing (2,633) -
Proceeds from issuance of Common
Stock 236 34,644
-------- -------
Net cash provided by
financing activities 298 24,859
-------- -------
Effect of exchange rate changes on cash 225 (686)
-------- -------
Net change in cash and cash equivalents (23,745) 19,093
Cash and cash equivalents at the
beginning of the period 44,472 23,638
-------- -------
Cash and cash equivalents at the end
of the period $ 20,727 $42,731
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for
interest $ 194 $ 993
======== =======
Cash paid during the period for income
taxes $ 2,930 $ 1,127
======== =======
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES:
Conversion of mandatorily redeemable
convertible preferred stock to Common
Stock - $77,475
======== =======
See accompanying notes to consolidated financial statements.
5
ETEC SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
In the opinion of the management of Etec Systems, Inc. ("Etec" or the
"Company"), the unaudited consolidated interim financial statements included
herein have been prepared on the same basis as the July 31, 1996 audited
consolidated financial statements and include all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of the interim
period results.
The results of operations for current interim periods are not necessarily
indicative of results to be expected for the current year or any other period.
These consolidated financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto for the fiscal
year ended July 31, 1996 included in the Company's Annual Report on Form 10-K
(File No. 0-29628). The July 31, 1996 balance sheet included herein was derived
from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles.
For the purposes of presentation, the Company has indicated its interim
fiscal periods as ending October 31, 1996 and 1995. As the Company's annual
fiscal period is accounted for on a 52-53 week year, the interim period
financial statements included herein represent results for the three-month
periods ended November 1, 1996 and October 27, 1995, respectively.
These financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles. This
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could vary
from those estimates.
Capitalization of Software
The Company capitalizes certain costs related to the purchase of software
and its implementation which include purchased software, consulting fees, and
use of certain specified Company resources. As of October 31, 1996,
approximately $4.6 million of software had been capitalized and is included in
construction in process.
6
ETEC SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
NOTE 2. CASH EQUIVALENTS AND MARKETABLE SECURITIES
At October 31, 1996, the fair value of the Company's investments
approximated cost. At October 31, 1996, $13.3 million of investments are
included in cash and cash equivalents on the balance sheet. The investment
portfolio at October 31, 1996 is comprised of asset-backed obligations,
commercial paper, money market funds, municipal obligations, U.S. Government
agency securities, and corporate debentures.
NOTE 3. INVENTORY
Inventory at October 31, 1996 and July 31, 1996 consisted of the following
(in thousands):
October 31, 1996 July 31, 1996
---------------- -------------
Purchased parts $20,561 $16,861
Work-in-process 30,669 25,380
Spares 10,007 9,894
---------------- -------------
$61,237 $52,135
================ =============
NOTE 4. INCOME TAXES
The Company recorded provisions for income taxes for the quarters ended
October 31, 1996 and 1995 of $2.0 million and $887,000, respectively. Reflected
in the provision for the quarter ended October 31, 1996 is a tax benefit of $1.1
million. The benefit reflects the release in the first fiscal quarter of $1.1
million of valuation allowances previously recorded against the Company's
deferred tax assets. Management's evaluation of the recoverability of the
Company's deferred tax assets is based in part upon the current product backlog
and its ability to increase manufacturing capacity. Management has fully
reserved deferred tax assets which may be realized beyond the ensuing twelve-
month period because of the uncertainty regarding their realization. The
provision for income taxes for the three months ended October 31, 1996 and 1995
otherwise includes taxes on foreign earnings as the Company continues to utilize
net operating loss carryforwards in the U.S.
NOTE 5. SUBSEQUENT EVENT
On December 10, 1996, the Company completed a public offering of
5,029,916 shares of Common Stock, of which 500,000 shares were issued and sold
by the Company and 4,529,916 shares were sold by stockholders. On December 11,
1996, the underwriters of the public offering exercised their option to purchase
754,487 shares of Common Stock from the Company. Net proceeds to the Company
from the offering totaled approximately $39.4 million after deducting estimated
offering expenses.
Concurrent with the public offering, Grumman exercised 150,000 warrants
for $255,000.
NOTE 6. COMMITMENTS AND CONTINGENCIES
In August 1996, the Company obtained a financing commitment for the
sale and leaseback of its new administrative facility consisting of 60,000
square feet of office space. This building is scheduled for completion and
occupancy in January 1997. As of October 31, 1996, the Company had incurred $2.7
million in financing the construction of the new facility. Total estimated costs
at completion are $5.0 million. Upon completion, the Company will sell the
building to its existing landlord and will enter into a 15-year lease that will
be subject to rental adjustments every three years pursuant to an adjustment in
the Consumer Price Index. In addition, the
7
ETEC SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
Company has also obtained a commitment from its landlord to provide financing of
up to $4.0 million for leasehold improvements to the existing office and
manufacturing facilities.
NOTE 7. NET INCOME PER SHARE
Net income per share is computed using the weighted average number of common
and common equivalent shares outstanding during the period for the quarter ended
October 31, 1996 and 1995. Common equivalent shares consist of stock options and
warrants using the treasury stock method except when antidilutive.
8
ETEC SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
A. RESULTS OF OPERATIONS
QUARTERS ENDED OCTOBER 31, 1996 AND OCTOBER 31, 1995
Revenue. Revenues are primarily comprised of sales of MEBES, CORE and ALTA
systems, accessories and upgrades, and sales of technical support, maintenance
and other services. The Company derives most of its revenues from the sale of a
small number of systems and upgrades and any delay in the recognition of revenue
for a single system or upgrade can have a material adverse effect on the
Company's consolidated results of operations in a particular quarter. One system
that was originally scheduled to ship in the first quarter of fiscal 1997 was
delayed due to additional calibration and testing which was completed in the
second quarter of fiscal 1997.
Product revenue increased 113% to $36.4 million from $17.1 million for the
quarters ended October 31, 1996 and 1995, respectively. This increase reflects
the sale of three additional systems, higher average selling prices, changes in
product mix, and an increase in the sales of upgrades and accessories of
approximately $5.6 million.
Service revenue increased 12% to $8.5 million from $7.6 million for the
quarters ended October 31, 1996 and 1995, respectively, due primarily to
generally higher service activity caused by an increase in the number of systems
under service contract.
Gross Profit. The Company's gross profit on product revenue increased 116%
to $18.9 million from $8.7 million for the quarters ended October 31, 1996 and
1995, respectively. The increase in gross profit on product revenue was due to
an increase in product revenue and a higher gross margin on product revenue,
which increased to 52% from 51% for the quarter ended October 31, 1996 compared
to the quarter ended October 31, 1995. The increase in product gross margin is
primarily attributable to generally higher selling prices for the Company's
products and an increase in the level of sales of accessories (which tend to
have higher gross margins).
The Company's gross profit on service revenue decreased 16% to $1.9 million
from $2.2 million for the quarters ended October 31, 1996 and 1995,
respectively. Gross margin on service revenue was 23% and 29% for the quarters
ended October 31, 1996 and 1995, respectively. The decreases in gross profit
and gross margin reflect an investment in service personnel and training to
support the number of systems serviced. The Company expects that such costs
will continue to increase with the result being further erosion of service
margins.
Research, Development and Engineering. Research, development and
engineering expenses, net of third-party funding under cooperative development
agreements, increased to $6.5 million, representing 14% of revenue, from $3.3
million, representing 13% of revenue, for the quarters ended October 31, 1996
and 1995, respectively. This increase primarily reflects the Company's
increased commitment to product development. Due to the Company's commitment to
product development, net research, development and engineering expenses are
expected to increase in absolute dollars in future periods.
Selling, General and Administrative. Selling, general and administrative
expenses increased to $5.9 million, representing 13% of revenue, from $4.5
million, representing 18% of revenue, for the quarters ended October 31, 1996
and 1995, respectively. Selling, general and administrative expenses increased
due to increased expenses for market development fees for laser beam system
sales in Asia, increased profit-sharing, the acquisition of Polyscan, Inc., an
increase in hiring, and costs associated with being a public company.
9
ETEC SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Income Tax Provision. The Company recorded provisions for income taxes for
the quarters ended October 31, 1996 and 1995 of $2.0 million and $887,000,
respectively. Reflected in the provision for the quarter ended October 31, 1996
is a $1.1 million income tax benefit recorded as a result of releasing a portion
of the valuation allowance previously recorded against its deferred tax assets.
Management's evaluation of the recoverability of the Company's deferred tax
assets is based in part upon the current product backlog and the Company's
proven ability to increase manufacturing capacity. Management has fully reserved
deferred tax assets that would be realized, if at all, more than one year in the
future. Because of the uncertainty of realization, management will continue to
evaluate the recoverability of the Company's deferred tax assets. The provision
for the quarter ended October 31, 1995 primarily reflects taxes payable by the
Company's foreign subsidiaries.
10
ETEC SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
B. LIQUIDITY AND CAPITAL RESOURCES
Since the beginning of fiscal 1994, the Company has financed its cash needs
primarily with cash from operations, approximately $11.0 in net receipts from
the sale and leaseback of the Company's Hayward, California campus in fiscal
1995, $58.7 million from the Company's IPO and an additional offering in fiscal
1996, and $10.0 million from a private placement with Intel Corporation. The
Company also completed an offering on December 11, 1996; net proceeds from the
offering totaled approximately $39.4 million after deducting estimated offering
expenses.
The Company has spent approximately $4.2 million for net capital
expenditures in the first quarter of fiscal 1997 primarily to purchase testing
and other equipment, upgrade manufacturing facilities, and implement an
enterprise-wide business software system.
The Company has budgeted a total of approximately $24.0 million for capital
expenditures in fiscal 1997. In addition, the Company intends to finance
approximately $10.0 million of equipment purchases through operating leases.
In April 1996, the Company commenced construction of a 60,000 square foot
administrative building in Hayward, California, and is financing the
construction with available cash. As of October 31, 1996, the Company had
expended $2.7 million related to the new facility. Estimated costs at
completion are $5.0 million. The Company intends to sell the new facility upon
completion in the second quarter of fiscal 1997 to the landlord of its current
facility and enter into a leasing arrangement for a period of 15 years.
As of October 31, 1996, the Company had cash and cash equivalents and
marketable securities of $52.7 million. The Company believes that the net
proceeds from its public offerings, together with existing sources of liquidity,
including cash from operations, will provide adequate cash to fund its
operations for at least the next twelve months.
Cash Flow from Operations
Net cash used in operations for the three months ended October 31, 1996 was
$11.0 million compared to $4.3 million for the corresponding period in 1995.
Cash flow from operations for the three months ended October 31, 1996
primarily reflected net income of $7.0 million; decreases in noncash items
(which include $1.2 million of deferred taxes, partially offset by depreciation
and by amortization of $1.0 million); increases in accounts receivable of $6.5
million, inventory of $9.3 million, and accounts payable of $4.0 million; and
decreases in accrued and other liabilities of $5.2 million.
Cash flow from operations for the three months ended October 31, 1995
primarily reflected net income of $2.7 million; increases in noncash items
(which include depreciation and amortization of $551,000); and increases in
accounts receivable of $2.8 million, inventory of $5.8 million, and accounts
payable of $2.0 million.
Fluctuations in accounts receivable, inventory, and current liabilities for
the above periods were caused primarily by the system orders, the timing of
shipments, customer requested delivery dates, and the timing of payments to
vendors. The significant increase in inventory during the quarter ended October
31, 1996 compared to July 31, 1996 was due primarily to increases in material
purchases and work-in-process to meet scheduled production.
11
ETEC SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS, continued
Prior to the shipment of a system, the Company receives payment for a
significant portion of the system sales price. Such payments are generally
received when the Company receives an order and at various agreed-upon times
when the system is being manufactured. Therefore, the amount of customer
advances fluctuates based on the number of systems that are on order and each
system's status within the manufacturing cycle. Advances from customers
decreased slightly to $21.7 million at October 31, 1996 from $24.1 million at
July 31, 1996. The Company's product backlog increased to $155.9 million at
October 31, 1996 from $147.6 million at July 31, 1996.
Financing and Investing Activities
Net cash used in investing activities for the three months ended October
31, 1996 was $13.3 million compared to $741,000 for the three months ended
October 31, 1995. Cash flows from investing activities for the three months
ended October 31, 1996 reflected net purchases of investments of $7.8 million,
increases in capital expenditures of $4.2 million, and increases in costs
associated with the construction of the Company's new administrative facility
totaling $1.3 million.
Net cash provided by financing activities for the three months ended
October 31, 1996 was $298,000 compared to $24.9 million for the three months
ended October 31, 1995. The decrease in net cash provided by financing
activities is primarily attributable to the proceeds from the IPO in the first
quarter of fiscal 1996, partially offset by the repayment of debt in that
quarter.
C. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
Statements in this report which are prefaced with words such as "expects,"
"anticipates," "believes" and similar words and other statements of similar
sense, are forward-looking statements. These statements are based on the
Company's current expectations and estimates as to prospective events and
circumstances which may or may not be within the Company's control and as to
which there can be no firm assurances given. These forward-looking statements,
like any other forward-looking statements, involve risks and uncertainties that
could cause actual results to differ materially from those projected or
anticipated.
In addition to other risks and uncertainties that may be described
elsewhere in this document, certain risks and uncertainties that could affect
the Company's financial results include: potential delays in shipments;
cyclicality of the maskmaking and semiconductor equipment industries; potential
customers' capital spending decisions; the development, market acceptance and
successful production of new products and enhancements; competitors' product
introductions and enhancements; risks associated with international sales and
operations; risks associated with any future acquisitions, including the
Company's ability to successfully integrate acquired businesses, products, or
technologies; risks associated with stock market volatility; risks associated
with changes in governmental laws and regulations; risks associated with a
reduction in cooperative development funding: and risks associated with foreign
operations, such as foreign exchange risk, import-export controls, and political
risks.
12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed herewith:
Exhibit No. Description
- ---------- -----------
11 Statement of computation of earnings per common
share and equivalents.
27 Financial Data Schedule.
See Exhibit Index on page 15.
(b) REPORTS ON FORM 8-K.
None.
13
ETEC SYSTEMS, INC.
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, thereunto duly authorized, on December 16, 1996.
ETEC SYSTEMS, INC.
(REGISTRANT)
BY /S/ PHILIP J. KOEN, JR.
------------------------------------------
PHILIP J. KOEN, JR.
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
14
ETEC SYSTEMS, INC.
INDEX OF EXHIBITS
EXHIBIT
NO. DESCRIPTION PAGE
- --------------- -------------------------------------------- -------------
11 Statement of computation of earnings per
common share and equivalents.
27 Financial Data Schedule.
15