SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2004.
[ ] 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:
000-26966
ADVANCED ENERGY INDUSTRIES, INC.
84-0846841
(I.R.S. Employer Identification No.)
80525
(Zip Code)
Registrants telephone number, including area code: (970) 221-4670
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 [ ].
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ].
As of April 28, 2004, there were 32,639,254 shares of the Registrants Common Stock, par value $0.001 per share, outstanding.
ADVANCED ENERGY INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
ITEM 1. UNAUDITED FINANCIAL STATEMENTS
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
The accompanying notes to condensed consolidated financial statements
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ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes to condensed consolidated financial statements
4
ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes to condensed consolidated financial statements
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ADVANCED ENERGY INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
In the opinion of management, the accompanying interim unaudited condensed
consolidated balance sheets, statements of operations and cash flows contain
all adjustments necessary to present fairly the financial position of Advanced
Energy Industries, Inc., a Delaware corporation, and its wholly owned
subsidiaries (the Company) at March 31, 2004 and December 31, 2003, and the
results of their operations and cash flows for the three-month periods ended
March 31, 2004 and 2003.
The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all the
information and note disclosures required by accounting principles generally
accepted in the United States. The financial statements should be read in
conjunction with the audited financial statements and notes thereto contained
in the Companys Annual Report on Form 10-K for the year ended December 31,
2003, filed February 24, 2004.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the Companys
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Significant estimates are used when
establishing allowances for doubtful accounts, determining useful lives for
depreciation and amortization, assessing the need for impairment charges,
establishing restructuring accruals and warranty reserves, allocating purchase
price among the fair values of assets acquired and liabilities assumed,
accounting for income taxes, and assessing excess and obsolete inventory and
various others items. The Company evaluates these estimates and judgments on
an ongoing basis and bases its estimates on historical experience, current
conditions and various other assumptions that are believed to be reasonable
under the circumstances. The results of these estimates form the basis for
making judgments about the carrying values of assets and liabilities as well as
identifying and assessing the accounting treatment with respect to commitments
and contingencies. Actual results may differ from these estimates under
different assumptions or conditions.
GOODWILL AND INTANGIBLES
Goodwill and certain other intangible assets
with indefinite lives, if any, are not amortized. Instead, goodwill and other
indefinite-lived intangible assets are subject to periodic (at least annual)
tests for impairment. For the periods presented, the Company does not have any
indefinite-lived intangible assets, other than goodwill. Impairment testing is
performed in two steps: (i) the Company assesses goodwill for a potential
impairment loss by comparing the fair value of its reporting unit with its
carrying value, and (ii) if an impairment is indicated because the reporting
units fair value is less than its carrying amount, the Company measures the
amount of impairment loss by comparing the implied fair value of goodwill with
the carrying amount of that goodwill.
During 2003, the Company began integrating the operations of its prior
stand-alone entities by consolidating certain manufacturing facilities and
product groups, thereby transitioning the manufacturing of a portion of its
products from previously recognized reporting units to common facilities. As
the Companys products possess similar economic characteristics, production
processes, customer types and methods to distribute products and provide
services, the Companys management reviews financial information at the
consolidated level. As a result, the Company reorganized into a single
reporting unit during 2003.
In the fourth quarter of 2003, the Company performed its annual goodwill
impairment test, and concluded that the estimated fair value of the Companys
reporting unit exceeded its carrying amount and
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no impairment of goodwill was indicated. As the Company is required to
perform the test for impairment at least annually and economic and industry
conditions remain uncertain, it is possible that a future test may indicate
impairment, and the amount of the impairment may be material to the Company.
Goodwill and identifiable intangible assets consisted of the following as
of December 31, 2003:
Goodwill and identifiable intangible assets consisted of the following as
of March 31, 2004:
Aggregate amortization expense related to other intangibles for the
three-month periods ended March 31, 2004 and 2003 was $1.2 million and $1.1
million, respectively. Estimated amortization expense related to the Companys
acquired intangibles fluctuates with changes in foreign currency exchange rates
between the U.S. dollar and the Japanese yen and the euro. Estimated
amortization expense related to acquired intangibles for each of the five years
2004 through 2008 is as follows:
REVENUE RECOGNITION
The Company generally recognizes revenue upon
shipment of its products and spare parts, at which time title passes to the
customer, as the Companys shipping terms are FOB shipping point, the price is
fixed or determinable and collectability is reasonably assured. Generally, the
Company does not have obligations to its customers after its products are
shipped other than pursuant to warranty obligations. In limited instances the
Company provides installation of its products. In such circumstances in
accordance with Emerging Issues Task Force Issue 00-21 Accounting for Revenue
Arrangements With Multiple Deliverables, the Company allocates revenue based
on the fair value of the delivered item, generally the product, and the
undelivered item, installation, based on their respective fair values. Revenue
related to the undelivered item is deferred until the services have been
completed. In certain limited instances, some of the Companys customers have
negotiated product acceptance provisions relative to specific orders. Under
these circumstances the Company defers revenue recognition until the related
acceptance provisions have been satisfied. Revenue deferrals are reported as
customer deposits and deferred revenue.
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In certain instances, the Company requires its customers to pay for a
portion or all of their purchases prior to the Company building or shipping
these products. Cash payments received prior to shipment are recorded as
customer deposits and deferred revenue in the accompanying balance sheets, and
then recognized as revenue upon shipment of the products. The Company does not
offer price protections to its customers or allow returns, unless covered by
its normal policy for repair of defective products.
The Company may also deliver products to customers for evaluation
purposes. In these arrangements, the customer retains the products for
specified periods of time without commitment to purchase. On or before the
expiration of the evaluation period, the customer either rejects the product
and returns it to the Company, or accepts the product. Upon acceptance, title
passes to the customer, the Company invoices the customer for the product, and
revenue is recognized. Pending acceptance by the customer, such products are
reported on the Companys balance sheet at an estimated value based on the
lower of cost or market, and are included in the amount for demonstration and
customer service equipment, net of accumulated amortization.
INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for
Income Taxes. SFAS No. 109 requires deferred tax assets and liabilities to be
recognized for temporary differences between the tax basis and financial
reporting basis of assets and liabilities, computed at current tax rates, as
well as for the expected tax benefit of net operating loss and tax credit
carryforwards. During the third quarter of 2003, the Company recorded
valuation allowances against certain of its United States and foreign net
deferred tax assets in jurisdictions where the Company has incurred significant
losses. Given such experience, the Companys management could not conclude
that it was more likely than not that these net deferred tax assets would be
realized. Accordingly, the Companys management, in accordance with SFAS No.
109, in evaluating the recoverability of these net deferred tax assets, was
required to place greater weight on the Companys historical results as
compared to projections regarding future taxable income. In the first quarter
of 2004, the Company generated income before taxes of approximately $8.7
million and reversed approximately $1.3 million of its valuation allowance in
the appropriate tax jurisdictions. The Company will continue to evaluate its
valuation allowance on a quarterly basis, and may in the future reverse some
portion or all of its valuation allowance and recognize a reduction in income
tax expense. A portion of the valuation allowance relates to the benefit from
stock-based compensation. Any reversal of valuation allowance from this item
will be reflected as a component of stockholders equity.
When recording acquisitions, the Company has recorded valuation allowances
due to the uncertainty related to the realization of certain deferred tax
assets existing at the acquisition dates. During the first quarter of 2004,
approximately $1.1 million of valuation allowance established in purchase
accounting was reversed, with a corresponding reduction in goodwill.
The amount of deferred tax assets considered realizable is subject to
adjustment in future periods if estimates of future taxable income change.
Reversals of valuation allowances recorded in purchase accounting are reflected
as a reduction of goodwill in the period of reversal.
STOCK-BASED COMPENSATION
At March 31, 2004, the Company had five active
stock-based compensation plans, which are more fully described in Note 15 of
the Companys Form 10-K for the year ended December 31, 2003. The Company
accounts for employee stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees and related interpretations. With the exception of
certain options granted in 1999 and 2000 by a shareholder of Sekidenko prior to
its acquisition by the Company (which was accounted for as a pooling of
interests), all options granted under these plans have an exercise price equal
to the market value of the underlying common stock on the date of grant,
therefore no stock-based compensation cost is reflected in the Companys net
income (loss).
Had compensation cost for the Companys plans been determined consistent
with the fair value-based method prescribed by SFAS No. 123, Accounting for
Stock-Based Compensation, the Companys net income (loss) would have changed
as indicated below:
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Compensation expense for the three-month periods ended March 31, 2004 and
2003 is presented prior to income tax effects due to the Company recording
valuation allowances against certain deferred tax assets in 2003 (see Income
Taxes). Cumulative compensation cost recognized with respect to options that
are forfeited prior to vesting is reflected as a reduction of compensation
expense in the period of forfeiture. Compensation expense related to awards
granted under the Companys employee stock purchase plan is estimated until the
period in which settlement occurs, as the number of shares of common stock
awarded and the purchase price are not known until settlement.
For SFAS No. 123 purposes, the fair value of each option grant and
purchase right granted under the Employee Stock Purchase Plan (ESPP) are
estimated on the date of grant using the Black-Scholes option pricing model
with the following weighted-average assumptions:
Based on the Black-Scholes option pricing model, the weighted-average
estimated fair value of employee stock option grants was $11.32 and $5.23 for
the three-month periods ended March 31, 2004 and 2003, respectively. The
weighted-average estimated fair value of purchase rights granted under the ESPP
was $9.10 and $4.94 for the three-month periods ended March 31, 2004 and 2003,
respectively.
WARRANTY POLICY
The Company offers warranty coverage for its products
for periods ranging from 12 to 60 months after shipment, with the majority of
its products ranging from 18 to 24 months. The Company estimates the
anticipated costs of repairing products under warranty based on the historical
cost of the repairs and expected failure rates. The assumptions used to
estimate warranty accruals are reevaluated periodically in light of actual
experience and, when appropriate, the accruals are adjusted. The Companys
determination of the appropriate level of warranty
accrual is subjective
and based on estimates. The industries in which the Company operates are
subject to rapid technological change and, as a result, the Company
periodically introduces newer, more complex products, which tend to result in
increased warranty
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costs. Estimated warranty costs are recorded at the time of
sale of the related product, and are considered a cost of sales. The Company
recorded warranty charges of $2.3 million and $2.1 million for the quarters
ended March 31, 2004 and 2003, respectively. The following summarizes the
activity in the Companys warranty reserves:
RESTRUCTURING COSTS
Restructuring charges include the costs associated
with actions taken by the Company in response to the downturn in the
semiconductor capital equipment industry and as a result of the ongoing
execution of the Companys strategy. These charges consist of costs that are
incurred to exit an activity or cancel an existing contractual obligation,
including the closure of facilities and employee termination related charges.
At the end of 2002, the Company announced major changes in its operations
to occur through the end of 2003. These included establishing a new
manufacturing facility in China, consolidating worldwide sales forces, a move
to Tier 1 suppliers, primarily in Asia, and the intention to close or sell
certain facilities. Associated with the above plan, the Company recorded
charges totaling approximately $1.5 million in the first quarter of 2003
primarily associated with manufacturing and administrative personnel headcount
reductions in the Companys Japanese operations. In accordance with Japanese
labor regulations the Company offered voluntary termination benefits to all of
its Japanese employees. The voluntary termination benefits were accepted by 36
employees, with termination dates in the second quarter of 2003.
In the first quarter of 2004, the Company recorded restructuring charges
of $220,000 primarily consisting of the recognition of expense for involuntary
employee termination benefits associated with the headcount reduction of
approximately 34 employees in the Companys U.S. operations. All effected
employees were terminated prior to March 31, 2004.
At March 31, 2004, and December 31, 2003, outstanding restructuring
liabilities were approximately $1.7 million and $3.2 million, respectively.
The following table summarizes the components of the restructuring
charges, the payments and non-cash charges, and the remaining accrual as of
March 31, 2004:
FOREIGN CURRENCY TRANSLATION
The functional currency of the Companys
foreign subsidiaries is their local currency. Assets and liabilities of
international subsidiaries are translated to United States dollars at
period-end exchange rates, and statement of operations activity and cash flows
are
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translated at average exchange rates during the period. Resulting
translation adjustments are recorded as a separate component of stockholders
equity.
Transactions denominated in currencies other than the local currency are
recorded based on exchange rates in effect at the time such transactions arise.
Subsequent changes in exchange rates result in foreign currency transaction
gains and losses which are reflected in income as unrealized (based on
period-end translation) or realized (upon settlement of the transactions).
Unrealized transaction gains and losses applicable to permanent investments by
the Company in its foreign subsidiaries are included as cumulative translation
adjustments, and unrealized translation gains or losses applicable to
non-permanent intercompany receivables from or payables to the Company and its
foreign subsidiaries are included in income.
The Company recognized a foreign currency gain of approximately $101,000
for the three-month period ended March 31, 2004 and a loss of approximately
$78,000 for the three-month period ended March 31, 2003.
EARNINGS PER SHARE
Basic Earnings Per Share (EPS) is computed by
dividing income (loss) 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
numerator is increased to exclude certain charges which would not have been
incurred, and the denominator is increased to include the number of additional
common shares that would have been outstanding (using the if-converted and
treasury stock methods), if securities containing potentially dilutive common
shares (convertible notes payable and stock options) had been converted to such
common shares, and if such assumed conversion is dilutive. For the quarter
ended March 31, 2004, certain stock options outstanding and the conversion of
the Companys convertible subordinated notes payable were not included in this
calculation because to do so would be anti-dilutive. Due to the Companys net
loss for the quarter ended March 31, 2003, basic and diluted EPS are the same,
as the assumed conversion of all potentially dilutive securities would be
anti-dilutive. Potential shares of common stock issuable under options and
warrants for common stock at March 31, 2004 and 2003 were approximately 4.2
million and 3.7 million, respectively. Potential shares of common stock
issuable upon conversion of the Companys convertible subordinated notes
payable were 5.4 million at March 31, 2004 and 2003.
The following is a reconciliation of the numerators and denominators used
in the calculation of basic and diluted EPS for the quarters ended March 31,
2004 and 2003:
RECLASSIFICATIONS
Certain prior period amounts have been reclassified
to conform to the current period presentation.
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(2) MARKETABLE SECURITIES
MARKETABLE SECURITIES
consisted of the following:
These
marketable securities are stated at period-end market value. The
commercial paper consists of high credit quality, short-term money market
common and preferreds, with maturities or reset dates of 120 days or less.
(3) ACCOUNTS RECEIVABLE TRADE
ACCOUNTS RECEIVABLE
consisted of the following:
(4) INVENTORIES
Inventories include costs of materials, direct labor and manufacturing
overhead. Inventories are stated at the lower of cost or market, computed on a
first-in, first-out basis and are presented net of reserves for obsolete and
excess inventory. Inventory is written down or written off when it becomes
obsolete, generally because of engineering changes to a product or
discontinuance of a product line, or when it is deemed excess. These
determinations involve the exercise of significant judgment by management, and
as demonstrated in recent periods, demand for the Companys products is
volatile and changes in expectations regarding the level of future sales can
result in substantial charges against earnings for obsolete and excess
inventory. Inventories consisted of the following:
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(5) STOCKHOLDERS EQUITY
COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the Company
consists of net income (loss), foreign currency translation adjustments and net
unrealized holding gains (losses) on available-for-sale marketable investment
securities as presented below:
STOCKHOLDERS EQUITY
consisted of the following (in thousands, except par
value):
(6) CONVERTIBLE SUBORDINATED NOTES PAYABLE
The Company has approximately $121.5 million of 5.0% convertible
subordinated notes outstanding (5.0% Notes). These notes mature September 1,
2006, with interest payable on March 1st and September 1st of each year. At
March 31, 2004, approximately $500,000 of interest expense related to the 5.0%
Notes was accrued as a current liability.
The Company has approximately $66.2 million of 5.25% convertible
subordinated notes outstanding (5.25% Notes). These notes mature November
15, 2006, with interest payable on May 15th and November 15th each year. At
March 31, 2004, approximately $1.3 million of interest expense related to the
5.25% Notes was accrued as a current liability.
(7) COMMITMENTS AND CONTINGENCIES
GUARANTEES
The Company has committed to purchase approximately $13.3 million of
parts, components and subassemblies from various suppliers during 2004. These
inventory purchase obligations consist of minimum purchase commitments to
ensure the Company has an adequate supply of critical components to meet the
demand of its customers. The Company believes that these purchase commitments
will be consumed in its on-going operations during 2004.
DISPUTES AND LEGAL ACTIONS
The Company is involved in disputes and legal actions arising in the
normal course of its business. Historically, the Companys most significant
legal actions have involved the application of patent law to
complex technologies and intellectual property. The determination of
whether such technologies infringe upon the Companys or others patents is
highly subjective. This high level of subjectivity introduces substantial
additional risk with regard to the outcome of the Companys disputes and legal
actions related to
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intellectual property. While the Company currently believes
that the amount of any ultimate potential loss would not be material to the
Companys financial position, the outcome of these actions is inherently
difficult to predict. In the event of an adverse outcome, the ultimate
potential loss could have a material adverse effect on the Companys financial
position or reported results of operations in a particular period. An
unfavorable decision, particularly in patent litigation, could require material
changes in production processes and products or result in the Companys
inability to ship products or components found to have violated third-party
patent rights. The Company accrues loss contingencies in connection with its
litigation when it is probable that a loss has occurred and the amount of the
loss can be reasonably estimated.
In April 2003, the Company filed a claim in the United States District
Court for the District of Colorado seeking a declaratory ruling that its new
plasma source products Xstream With Active Matching Network (Xstream
Products) are not in violation of U.S. Patents held by MKS Instruments, Inc.
(MKS). This case was transferred by the Colorado court to the United States
District Court for the district of Delaware for consolidation with a patent
infringement suit filed in that court by MKS in May 2003, alleging that the
Companys Xstream Products infringe five patents held by MKS. The Company
believes that the Delaware court, in its May 2002 judgment in prior litigation
between the Company and MKS, clearly defined the limits of the MKS technology.
The Company specifically designed its Xstream Products not to infringe MKSs
patents, with the advice of a team of independent experts. In February 2004,
the Delaware court restated its rulings on the construction of claims in the
MKS patents consistent with its holding in the prior litigation. The Company
intends to defend vigorously against the MKS complaint. The current patent
case has been set for trial in July 2004.
On September 17, 2001, Sierra Applied Sciences, Inc. (Sierra) filed for
declaratory judgment asking the U.S. District Court for the District of
Colorado to rule that their products did not infringe the Companys U.S. patent
no. 5,718,813 and that the patent was invalid. On March 24, 2003, the Court
granted the Companys motion to dismiss the case for lack of subject matter
jurisdiction. The Court of Appeals for the Federal Circuit affirmed the
dismissal on April 13, 2004 as to all of Sierras current activities, but
remanded for findings related to past sales of older products. Because the
volume of sales was immaterial and the products are now obsolete, a motion to
dismiss these remaining claims will be presented to the court.
(8) FOREIGN OPERATIONS
The Company has operations in the U.S., Europe and Asia Pacific. The
following is a summary of the Companys operations by region:
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Intercompany sales among the Companys geographic areas are recorded on the
basis of intercompany prices established by the Company.
(9) SUPPLEMENTAL CASH FLOW DISCLOSURES
In the first quarter of 2004, the Company made a strategic decision to
further focus its marketing and product support resources on its core
competencies and reorient its operating infrastructure towards sustained
profitability. As a result, the Company sold its Noah chiller business to an
unrelated third party for $797,000 in cash and a $1.9 million note receivable
due March 31, 2009. The note bears interest at 5.0%, payable annually on March
31. The sale included property and equipment with a book value of
approximately $300,000, inventory of approximately $1.0 million, goodwill and
intangible assets net of accumulated amortization of approximately $900,000,
demonstration and customer service equipment of approximately $140,000, and
estimated warranty obligations of approximately $140,000. The Company
recognized a gain on the sale of $404,000, which has been recorded as other
income and expense in the accompanying condensed consolidated financial
statements.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Special Note on Forward-Looking Statements
The following discussion contains, in addition to historical information,
forward-looking statements, within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements
that are other than historical information are forward-looking statements. For
example, statements relating to our beliefs, expectations and plans are
forward-looking statements, as are statements that certain actions, conditions
or circumstances will continue. Forward-looking statements involve risks and
uncertainties, which are difficult to predict and many of which are beyond our
control. As a result, our actual results may differ materially from the
results discussed in the forward-looking statements. We assume no obligation
to update any forward-looking statements or the reasons why our actual results
might differ.
Risks and Uncertainties
We have invested significant human and financial resources to establish a
manufacturing facility in China and transition our supply base to Tier 1 Asian
suppliers, but might not be able to achieve the intended benefits as quickly as
anticipated, or at all.
As part of our strategy to reduce our operating cash flow breakeven point
we are relying on lower labor and component costs associated with our new
China-based manufacturing facility and transition to Tier 1 Asian suppliers.
During the transition period, we are operating duplicate manufacturing
facilities, which is negatively affecting our gross margin. By the end of
2004, we expect to have transitioned approximately 70% of our Power and Flow
Control manufacturing production to China based on current expected demand.
This strategy involves significant risks, including:
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In addition to these risks, we may not be able to successfully comply with
Chinas governmental regulations. The regulatory environment in China is
evolving, and officials in the Chinese government often exercise discretion in
deciding how to interpret and apply applicable regulations. Consequently,
actions by Chinese governmental regulators may limit or adversely affect our
ability to conduct business in China.
Our inability to manage these risks among others could significantly
impact our goal to reduce our operating cash flow breakeven point, as well as
result in significant costs, expenditures, asset impairments and potentially
damage our relationships with existing and prospective customers.
We have $187.7 million of convertible subordinated notes outstanding with
maturity dates in the second half of 2006.
Our 5.0% convertible subordinated notes with a principal balance of $121.5
million are due September 1, 2006, and our 5.25% convertible subordinated notes
with a principal balance of $66.2 million are due November 15, 2006. Our 5.0%
notes are convertible into common stock at $29.83 per share. Our 5.25% notes
are convertible into common stock at $49.53 per share.
We will be required to repay the notes at maturity, unless we refinance
the debt or our stock price rises sufficiently above the conversion levels.
Repayment of such notes at maturity, if we are required to do so, would have a
significant impact on our cash available for operations. Our inability to
repay such notes at maturity would give significant rights to the holders of
the notes, in preference to our stockholders.
On April 28, 2004, the closing price of our common stock on the Nasdaq
National Market was $14.69 per share.
We might not be able to refinance the notes prior to their maturity on
commercially favorable terms, or at all.
At March 31, 2004, our cash, cash equivalents and marketable securities
totaled approximately $128 million reflecting a decrease of $7.2 million from
December 31, 2003. If we are unable to generate sufficient additional cash
from operations or a capital offering prior to the maturity of the notes, we
will be unable to repay the notes when they become due. If we are unable to
repay the notes, the trustee of the notes will have the right to bring judicial
proceedings against us to enforce the note holders rights, including the right
to repayment prior and in preference to our common stockholders.
Intellectual property rights are difficult to enforce in China.
Commercial law in China is relatively undeveloped compared to the
commercial law in the United States. Limited protection of intellectual
property is available under
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Chinese law. Consequently, manufacturing our
products in China may subject us to an increased risk that unauthorized parties
may attempt to copy or otherwise obtain or use our intellectual property. We
cannot assure you that we will be able to effectively protect our intellectual
property rights or have adequate legal recourse in the event that we encounter
difficulties with infringements of our intellectual property under Chinese law.
Our quarterly and annual operating results fluctuate significantly and are
difficult to predict.
Beginning in 2001 and through late 2003, demand for our products from the
semiconductor capital equipment industry declined substantially from its peak
in 2000 and we incurred significant losses each quarter from the second quarter
of 2001 through the fourth quarter of 2003. While we were able to generate net
income of $6.9 million in the first quarter of 2004, the markets in which we
serve are highly cyclical. Due to the highly cyclical nature of the
semiconductor industry we cannot provide assurance that we will be able to
maintain sustained profitability. A failure on our part to maintain or
increase our revenue and contain our expenditures will cause our liquidity to
suffer and could cause the price of our securities to decline.
Fluctuations in our operating results historically have resulted in
corresponding changes in the market prices of our securities. Our operating
results are affected by a variety of factors, many of which are beyond our
control and difficult to predict. These factors include:
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The semiconductor and semiconductor capital equipment industries are
highly volatile, which impacts our operating results.
The semiconductor and semiconductor capital equipment industries have
historically been cyclical because of sudden changes in demand for
semiconductors and manufacturing capacity. The rate of changes in demand,
including end demand, is accelerating, and the effect of these changes is
occurring sooner, exacerbating the volatility of these cycles. These changes
affect the timing and amount of our customers equipment purchases and
investments in new technology, as well as our costs and operations.
During periods of declining demand for semiconductor equipment components,
our customers typically reduce purchases, delay delivery of products and cancel
orders. We might incur significant charges as we seek to align our cost
structure with the reduction in sales. In addition, we might not be able to
respond adequately or quickly enough to the declining demand. We may also be
required to record significant reserves for excess and obsolete inventory as
demand for our products changes. Our inability to reduce costs and the charges
resulting from other actions taken in response to changes in demand for our
products would adversely affect our operating results.
During periods of growth in the semiconductor and semiconductor capital
equipment industries, we might not be able to acquire or develop sufficient
manufacturing capacity or components to meet our customers increasing demand
for our products. In addition, we might be required to make substantial
capital investments to increase capacity.
During 2001, 2002 and much of 2003, the semiconductor capital equipment
industry experienced the steepest cutback in capital equipment purchases in
industry history. While we are experiencing an increase in sales to
semiconductor capital equipment manufacturers, we cannot be certain that there
will be a sustained recovery for the semiconductor industry or that another
severe and prolonged downturn will not occur in the near future. A decline in
the level of orders as a result of any future downturn or slowdown in the
semiconductor industry would harm our business, financial condition and results
of operations.
A significant portion of our sales is concentrated among a few customers.
Our ten largest customers accounted for 59% and 53% of our total sales
during the three-month periods ended March 31, 2004 and 2003, respectively.
Our largest customer, Applied Materials, accounted for 28% of our total sales
in the 2004 period and 23% of our total sales in the 2003 period. The loss of
any of our significant customers or a material reduction in any of their
purchase orders would significantly harm our business, financial condition and
results of operations.
Our customers continuously exert pressure on us to reduce our prices and
extend payment terms. Given the nature of our customer base and the highly
competitive
19
markets in which we compete, we may be required to issue price concessions
to our customers to remain competitive. A ten percent reduction in our
historical selling prices could lead to a seven percent or greater decline in
gross margin. We may not be able to reduce our other operating expenses in an
amount sufficient to offset potential margin declines.
The markets in which we operate are highly competitive.
We face substantial competition, primarily from established companies,
some of which have greater financial, marketing and technical resources than we
do. Our primary competitors are Celerity Group, Inc.; Comdel; Daihen Corp.;
Huettinger Elektronik GmbH; Kyosan Electric Manufacturing Co. Ltd.; MKS
Instruments, Inc.; Mykrolis Corp.; Shindingen; and STEC, Inc., a Horiba Group
Company. We expect that our competitors will continue to develop new products
in direct competition with ours, improve the design and performance of their
products and introduce new products with enhanced performance characteristics.
To remain competitive, we must improve and expand our products and product
offerings. In addition, we may need to maintain a high level of investment in
research and development and expand our sales and marketing efforts,
particularly outside of the United States. We might not be able to make the
technological advances and investments necessary to remain competitive. Our
inability to improve and expand our products and product offerings would have
an adverse affect on our sales and results of operations.
We are exposed to risks associated with potential future acquisitions.
Integrating the entities that we may acquire into our business requires a
substantial amount of our resources and management time. Moreover, the
integration process may result in unforeseen operating difficulties and may
require significant financial, operational and managerial resources that would
otherwise be available for the operation, development and expansion of our
existing business. We cannot assure you that the integration of our acquired
entities will be successful or that we will realize the potential financial,
operating or other benefits that we expect from these acquisitions.
We may in the future make additional acquisitions of, or significant
investments in, businesses with complementary products, services and
technologies. Acquisitions involve numerous risks, including but not limited
to:
20
Mergers and acquisitions are inherently subject to multiple significant
risks. If we are unable to effectively manage these risks, our business,
financial condition and results of operations will be adversely affected.
We might not be able to compete successfully in international markets or
meet the service and support needs of our international customers.
For the quarters ended March 31, 2004 and 2003, our sales to customers
outside the United States were approximately 43% and 48%, respectively. Our
success in competing in international markets is subject to our ability to
manage various risks and difficulties, including, but not limited to:
Our ability to implement our business strategies and maintain market share
will be compromised if we are unable to manage these and other international
risks successfully.
Component shortages exacerbated by our dependence on sole and limited
source suppliers could affect our ability to manufacture products and systems
and could delay our shipments.
Our business depends on our ability to manufacture products that meet the
rapidly changing demands of our customers. Our ability to manufacture depends
in part on the timely delivery of parts, components and subassemblies from
suppliers. We rely on sole and limited source suppliers for some of our parts,
components and subassemblies that are critical to the manufacturing of our
products. This reliance involves several risks, including the following:
21
If we are unable to successfully qualify additional suppliers and manage
relationships with our existing and future suppliers, we will experience
shortages of parts, components or subassemblies, increased material costs and
shipping delays for our products, which will adversely affect our results of
operations and relationships with current and prospective customers.
We are highly dependent on our intellectual property and are exposed to
various risks related to legal proceedings and claims.
Our success depends significantly on our proprietary technology. We
attempt to protect our intellectual property rights through patents and
non-disclosure agreements; however, we might not be able to protect our
technology, and competitors might be able to develop similar technology
independently. In addition, the laws of some foreign countries might not
afford our intellectual property the same protections as do the laws of the
United States. Our intellectual property is not protected by patents in
several countries in which we do business, and we have limited patent
protection in other countries. If we are unable to successfully protect our
intellectual property, our results of operations will be adversely affected.
Intellectual property litigation is costly. In May 2003, MKS Instruments,
Inc. filed a patent infringement suit against us in the United States District
Court in Wilmington, Delaware, alleging that our Xstream With Active Matching
Network products infringe five patents held by MKS. We intend to defend
vigorously against the MKS complaint. However, we may incur litigation costs
that are material to our financial condition and results of operations to
defend against the MKS or any future litigation. Additionally, an adverse
determination in the MKS or any future litigation could cause us to lose
proprietary rights, subject us to significant liabilities to third parties,
require us to seek licenses or alternative technologies from others or prevent
us from manufacturing or selling our products and impact future revenue. Any
of these events could adversely affect our business, financial condition and
results of operations.
We must achieve design wins to retain our existing customers and to obtain
new customers.
The constantly changing nature of semiconductor fabrication technology
causes equipment manufacturers to continually design new systems. We must work
with these manufacturers early in their design cycles to modify our equipment
or design new equipment to meet the requirements of their new systems.
Manufacturers typically choose one or two vendors to provide the components for
use with the early system shipments. Selection as one of these vendors is
called a design win. It is critical that we
22
achieve these design wins in order to retain existing customers and to
obtain new customers.
Once a manufacturer chooses a component for use in a particular product,
it is likely to retain that component for the life of that product. Our sales
and growth could experience material and prolonged adverse effects if we fail
to achieve design wins. However, design wins do not always result in
substantial sales or profits.
We believe that equipment manufacturers often select their suppliers based
on factors such as long-term relationships. Accordingly, we may have
difficulty achieving design wins from equipment manufacturers who are not
currently customers. In addition, we must compete for design wins for new
systems and products of our existing customers, including those with whom we
have had long-term relationships. If we are not successful in achieving design
wins our sales and results of operations will be adversely impacted.
Our success depends upon our ability to attract and retain key personnel.
Our success depends in large part upon our ability to attract, retain and
motivate key employees, including our senior management team and our technical,
marketing and sales personnel. We do not have employment agreements with any
of our executive officers or other key employees. These employees may
voluntarily terminate their employment with us at any time. In recent years,
we have experienced turnover in key management positions such as the chief
operating officer. The process of hiring employees with the combination of
skills and attributes required to carry out our strategy can be extremely
competitive and time consuming. We may not be able to successfully retain
existing personnel or identify, hire and integrate new personnel. If we lose
the services of key personnel for any reason, including retirement, or are
unable to attract additional qualified personnel, our business, financial
condition and results of operations will be adversely affected. Additionally,
we do not maintain key-person life insurance policies on our executive
officers.
Warranty costs on certain products may be in excess of historical
experience.
In recent years, we have experienced higher than expected levels of
warranty costs on certain products. We have been required to repair, rework
and, in some cases, replace these products. Our warranty costs generally
increase when we introduce newer, more complex products. We recorded warranty
expense of approximately $2.3 million and $2.1 million for the quarters ended
March 31, 2004 and 2003, respectively. If such levels of warranty costs
persist or increase in the future, our financial condition and results of
operations will be adversely affected.
We are subject to numerous governmental regulations.
We are subject to federal, state, local and foreign regulations, including
environmental regulations and regulations relating to the design and operation
of our
23
products and control systems. We might incur significant costs as we seek
to ensure that our products meet safety and emissions standards, many of which
vary across the states and countries in which our products are used. In the
past, we have invested significant resources to redesign our products to comply
with these directives. We believe we are in compliance with current applicable
regulations, directives and standards and have obtained all necessary permits,
approvals and authorizations to conduct our business. However, compliance with
future regulations, directives and standards could require us to modify or
redesign some products, make capital expenditures or incur substantial costs.
If we do not comply with current or future regulations, directives and
standards:
Our inability to comply with current or future regulations, directives and
standards will adversely affect our operating results.
Our Chief Executive Officer owns a significant percentage of our
outstanding common stock, which could enable him to control our business and
affairs.
Douglas
S. Schatz, our Chief Executive Officer, owned approximately 33.1%
of our common stock outstanding as of April 28, 2004. This stockholding gives
Mr. Schatz significant voting power. Depending on the number of shares that
abstain or otherwise are not voted on a particular matter, Mr. Schatz may be
able to elect all of the members of our board of directors and to control our
business affairs for the foreseeable future.
Critical Accounting Policies
The following discussion and analysis of our financial condition and
results of operations is based upon our condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. In preparing our financial
statements, we must make estimates and judgments that affect the reported
amounts of assets and liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities at the date of our financial
statements. Actual results may differ from these estimates under different
assumptions or conditions.
We believe that the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements:
24
Please see the discussion of critical accounting policies in our Form 10-K
for the year ended December 31, 2003, filed with the Securities and Exchange
Commission on February 24, 2004.
OVERVIEW
We design, manufacture and support a group of key components and
subsystems primarily for vacuum process systems. Our primary products are
complex power conversion and control systems. Our products also control the
flow of fluids into the process chambers, provide thermal sensing within the
chamber, deposit thin-films of diamond-like carbon and clean the chamber. Our
customers use our products in plasma-based thin-film processing equipment that
is essential to the manufacture of, among other things:
We also sell spare parts and repair services worldwide through our
customer service and technical support organization.
We provide solutions to a diversity of markets and geographic regions.
However, we are focused on the semiconductor capital equipment industry, which
accounted for approximately 66% and 59% of our sales in the three-month periods
ended March 31, 2004 and 2003, respectively. We expect future sales to the
semiconductor capital equipment industry to represent approximately 55% to 70%
of our total revenue, depending upon the strength or weakness of industry
cycles.
In mid 2003, the semiconductor capital equipment industry entered the
early stages of a return to higher product demand and in the first quarter of
2004, we generated net income of approximately $6.9 million. We are focused on
maintaining profitability and achieving operating cash flow breakeven. To
achieve this goal, we are in the process of developing a more variable
operating model to allow us to remain profitable during industry downturns and
continue to be successful during periods of expansion. We are focusing on the
following actions:
25
In April 2003, we opened our 88,000 square-foot manufacturing facility in
Shenzhen, China. By the end of 2004, we expect to have transitioned
approximately 70% of our Power and Flow Control manufacturing production to
China, based on current expected demand. During the transition period we are
running duplicate manufacturing facilities, which is placing pressure on our
gross margin. We expect our gross margin to improve throughout 2004 if
industry conditions continue to improve.
We plan to transition approximately 50% of our raw material purchasing to
Tier 1 Asian suppliers by the end of 2004. Our biggest obstacle in our Tier 1
supplier initiative is complying with certain major customers stringent copy
exact requirements. We are working closely with our largest original
equipment manufacturers, or OEMs, to ensure the transition proceeds on
schedule. However, our transition goals may prove difficult to realize because
of customer needs and product mix.
Management is focused on improving gross and operating margins and
believes that when the transition to China-based manufacturing and shift to
Tier 1 suppliers is complete our margins will improve. However, with continued
competitive pricing pressures a return to historic gross and operating margin
levels may be difficult.
Results of Operations
SALES
The following tables summarize net sales and percentages of net sales by
customer type for the three-month periods ended March 31, 2004 and 2003:
The following tables summarize net sales and percentages of net sales by
geographic region for the three-month periods ended March 31, 2004 and 2003:
26
Sales were $104.5 million in the first three months of 2004 and $56.2
million in the first three months of 2003, representing an increase of 86%.
According to a leading industry research firm, sales of semiconductor
capital equipment have grown at a compounded annual growth rate in excess of
11% over the past 30 years. However, we believe the industry is highly
cyclical and is impacted by changes in the macroeconomic environment, changes
in semiconductor supply and demand and rapid technological advances in both
semiconductor devices and wafer fabrication processes. Our sales from the 2003
period to the 2004 period illustrate this cyclicality. Our sales to the
semiconductor capital equipment industry increased by approximately 109% from
the first quarter of 2003 to the first quarter of 2004, primarily driven by the
recovery of the semiconductor and semiconductor capital equipment industries.
Sales to our largest semiconductor capital equipment customers represented the
majority of the increased sales volume.
Our sales to the data storage, flat panel display and advanced product
applications markets, increased by 122%, 59% and 30%, respectively, from the
first quarter of 2003 to the first quarter of 2004. This growth is primarily
attributed to market share gains, order trends and the general expansion of end
customer products including large flat panel displays, liquid crystal displays,
DVD applications and applications dependent upon industrial coatings.
Looking forward to the remainder of 2004, there is no assurance that our
revenue may remain consistent with the first quarter of 2004 level or increase
due to the continued recovery of the semiconductor capital equipment industry.
Changes in the macroeconomic environment, and semiconductor supply and demand,
among other changes that are beyond our control, introduce significant
volatility into our forecasts. Our average selling prices may also decline
across all of our markets due to cost reduction initiatives by our major
customers.
GROSS MARGIN
Our gross margin was 36.8% in the first quarter of 2004 and 32.0% in the
first quarter of 2003. Our gross margin improved from the 2003 period to the
2004 period primarily due to our cost reduction measures, including our ongoing
efforts to transition a portion of our manufacturing capacity to China and our
supply base to Tier 1 Asian suppliers, as well as improved absorption due to
the higher sales base; however, the transition of a portion of our
manufacturing capacity to China has required us to operate duplicative
manufacturing facilities which during the 2004 quarter impacted our gross
margin. While
27
we expect the transition of a portion of our production to China and our
move to Tier 1 Asian suppliers will improve our gross margins in future
periods, factors that could cause our gross margins to be negatively impacted
include, but are not limited to the following:
We recognized charges for excess and obsolete inventory of approximately
$584,000 and $462,000 in the first quarter of 2004 and 2003, respectively. Our
warranty charges in the first quarter of 2004 and 2003 were approximately $2.3
million and $2.1 million, respectively. Taken together, these charges
represented approximately 2.8% and 4.5% of sales during the 2004 and 2003 first
quarters, respectively.
Other items affecting our gross margin in these periods follow:
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The following summarizes the activity in our warranty reserve during the
first quarter of 2004 and 2003:
RESEARCH AND DEVELOPMENT EXPENSES
The market for our subsystems for vacuum process systems and related
accessories is characterized by ongoing technological changes. We believe that
continued and timely development of new products and enhancements to existing
products to support OEM requirements is necessary for us to maintain a
competitive position in the markets we serve. Accordingly, we devote a
significant portion of our personnel and financial resources to research and
development projects and seek to maintain close relationships with our
customers and other industry leaders in order to remain responsive to their
product requirements. 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
investments in research and development activities. Since our inception, all
of our research and development costs have been expensed as incurred.
Our research and development expenses were $13.4 million in the first
three months of 2004 and 2003. As a percentage of sales, research and
development expenses decreased from 23.8% in the first quarter of 2003 to 12.8%
in the first quarter of 2004, due to the higher sales base. We expect our 2004
quarterly research and development expenses, in dollar terms, to be in line
with the first quarter of 2004.
SALES AND MARKETING EXPENSES
We continue to rationalize our sales and marketing functions with current
industry conditions, while at the same time striving to increase market share
and net sales. We have continued the effort to market directly to end users of
our products, in addition to our traditional marketing to manufacturers of
plasma-based equipment. Our sales and marketing expenses support domestic and
international sales and marketing activities that include personnel, trade
shows, advertising, and other selling and marketing activities.
Sales and marketing expenses were $8.0 million the first three months of
2004 and $8.3 million in the first three months of 2003. The 3.5% decrease in
sales and marketing expenses from the 2003 quarter to the 2004 quarter was
primarily due to a reduction of our sales and marketing headcount and
investment in demonstration and customer service equipment, partially offset by
the variable component of sales commissions. As a percentage of sales, sales
and marketing expenses decreased from 14.8% in the first three months of 2003
to 7.7% in the first three months of 2004 due to our cost reduction measures
and the higher sales base. We expect our quarterly sales and marketing
29
expenses in 2004 to be in line with the first quarter of 2004.
GENERAL AND ADMINISTRATIVE EXPENSES
Our general and administrative expenses support our worldwide corporate,
legal, patent, tax, financial, corporate governance, administrative,
information systems and human resource functions in addition to our general
management. General and administrative expenses were $6.9 million in the first
three months of 2004 and $5.6 million in the first three months of 2003. The
23.2% increase in general and administrative expense from the 2003 period to
the 2004 period was primarily due to legal fees associated with our ongoing
patent litigation, increased health insurance premiums, and salary increases.
As a percentage of sales, general and administrative expenses decreased from
10.0% in the first quarter of 2003 to 6.6% in the first quarter of 2004 due to
the higher sales base. We expect our quarterly general and administrative
expenses in 2004 to be in line with, or slightly above, the first quarter of
2004.
RESTRUCTURING CHARGES
At the end of 2002, we announced major changes in our operations to occur
through the end of 2003. These included establishing a new manufacturing
facility in China, consolidating worldwide sales forces, a move to Tier 1
suppliers, primarily in Asia, and the intention to close or sell certain
facilities. Associated with the above plan, we recorded charges totaling
approximately $1.5 million in the first quarter of 2003 primarily associated
with manufacturing and administrative personnel headcount reductions in our
Japanese operations. In accordance with Japanese labor regulations we offered
voluntary termination benefits to all of our Japanese employees. The voluntary
termination benefits were accepted by 36 employees, with termination dates in
the second quarter of 2003.
In the first quarter of 2004, we recorded restructuring charges of
approximately $220,000 primarily consisting of the recognition of expense for
involuntary employee termination benefits associated with the headcount
reduction of approximately 34 employees in our U.S. operations. All effected
employees were terminated prior to March 31, 2004.
OTHER INCOME (EXPENSE)
Other income (expense) consists primarily of interest income and expense,
foreign currency exchange gains and losses and other miscellaneous gains,
losses, income and expense items.
Interest income was $429,000 in the first three months of 2004 and
$520,000 in the first three months of 2003. The decrease in interest income
was due to our lower level of investment in marketable securities resulting
from our use of a portion of our cash reserves to fund our operations and
invest in our Chinese manufacturing facility.
30
Interest expense consists principally of interest on our convertible
subordinated notes, on borrowings under capital lease facilities and senior
debt, and amortization of our deferred debt issuance costs. Interest expense
was approximately $2.8 million in the first three months of 2004 and $2.9
million in the first three months of 2003. The decrease in interest expense
was primarily due to the repayment of a portion of our senior debt.
Our foreign subsidiaries sales are primarily denominated in currencies
other than the U.S. dollar. We recorded a net foreign currency gain of
$101,000 in the first three months of 2004 and a loss of $78,000 in the first
three months of 2003.
Other income was $1.1 million in the first three months of 2004 and
primarily consisted of the sale of a portion of a marketable equity security
for a gain of approximately $700,000, and the sale of our Noah chiller business
for a gain of approximately $400,000. Other expense was $326,000 in the first
three months of 2003 and consisted primarily of a $175,000 other than temporary
decline in value impairment of a marketable equity security.
(PROVISION) BENEFIT FOR INCOME TAXES
The income tax provision for the first three months of 2004 was $1.7
million and represented an effective tax rate of approximately 20%, and relates
to taxable income generated in foreign jurisdictions. The income tax benefit
for the first three months of 2003 was $5.0 million and represented an
effective rate of 37%.
During the third quarter of 2003, we recorded valuation allowances against
certain of our United States and foreign net deferred tax assets in
jurisdictions where we have incurred significant losses. Given such
experience, management could not conclude that it was more likely than not that
these net deferred tax assets would be realized. Accordingly, management, in
accordance with SFAS No. 109, in evaluating the recoverability of these net
deferred tax assets, was required to place greater weight on our historical
results as compared to projections regarding future taxable income. In the
first quarter of 2004, we generated income before taxes of approximately $8.7
million and reversed approximately $1.3 million of our valuation allowance in
the appropriate tax jurisdictions. We will continue to evaluate the valuation
allowance on a quarterly basis, and may in the future reverse some portion or
all of our valuation allowance and recognize a reduction in income tax expense.
A portion of the valuation allowance relates to the benefit from stock-based
compensation. Any reversal of valuation allowance from this item will be
reflected as a component of stockholders equity.
When recording acquisitions, we have recorded valuation allowances due to
the uncertainty related to the realization of certain deferred tax assets
existing at the acquisition dates. During the first quarter of 2004,
approximately $1.1 million of valuation allowance established in purchase
accounting was reversed, with a corresponding reduction in goodwill.
31
The amount of deferred tax assets considered realizable is subject to
adjustment in future periods if estimates of future taxable income are changed.
Reversals of valuation allowances recorded in purchase accounting are
reflected as a reduction of goodwill in the period of reversal.
Due to the valuation allowances we recorded in 2003, and expectations of
taxable income in foreign jurisdictions, we expect our 2004 effective tax rate
to be approximately 15% to 25%, subject to variations in the relative earnings
or losses in the tax jurisdictions in which we have operations.
Liquidity and Capital Resources
At March 31, 2004, our principle sources of liquidity consisted of cash,
cash equivalents and marketable securities of $128.0 million, and a credit
facility consisting of a $25.0 million revolving line of credit, none of which
was outstanding at March 31, 2004. Advances under the revolving line of credit
would bear interest at the prime rate (4.0% at April 28, 2004) minus 1%. Any
advances under this revolving line of credit will be due and payable in May
2004. We are subject to covenants on our line of credit that provide certain
restrictions related to working capital, net worth, acquisitions and payment
and declaration of dividends. We were in compliance with all such covenants at
March 31, 2004. We expect to enter into a new one-year revolving line of
credit during the second quarter of 2004.
During the first quarter of 2004, our cash, cash equivalents and
marketable securities decreased $7.2 million from $135.2 million at December
31, 2003. In 2006, when our convertible subordinated notes become due, it is
possible we may need substantial funds to repay such debt, which totaled $187.7
million at March 31, 2004. Our 5.0% convertible subordinated notes with a
principal balance of $121.5 million are due September 1, 2006, and our 5.25%
convertible subordinated notes with a principal balance of $66.2 million are
due November 15, 2006. Payment would be required if our common stock price
remains below approximately $30 per share for the 5.0% convertible subordinated
notes and approximately $50 per share for the 5.25% convertible subordinated
notes. In such a situation, there can be no assurance that we will be able to
refinance the debt.
To address our liquidity requirements, we have set a goal to move to a
more variable operating model where we will reduce our operating cash flow
breakeven point. Additionally, we may raise capital through the public markets
during 2004 by issuing common stock or convertible debt securities, or a
combination of the two. Such proceeds would be used to realign our capital
structure and provide liquidity for future semiconductor capital equipment
up-cycles. However, we cannot provide assurance that such sources of liquidity
will be available to us on acceptable terms.
We have historically financed our operations and capital requirements
through a combination of cash provided by operations, the issuance of long-term
debt and common
32
stock, bank loans, capital lease obligations and operating leases.
However, we have not generated positive cash flow from operations since 2001.
Operating activities used cash of $4.3 million in the first quarter of
2004, reflecting our net income of $6.9 million increased by non-cash items of
$5.1 million and offset by net working capital changes of approximately $16.4
million. Non-cash items primarily consisted of the following:
Net working capital changes used cash of $16.4 million and primarily
consisted of the following:
Operating activities used cash of $4.6 million in the first three months
of 2003, reflecting our net loss of $8.6 million partially offset by non-cash
items of $1.6 million and net working capital changes of approximately $2.4
million. Non-cash items primarily consisted of the following:
Net working capital changes provided cash of $2.4 million and primarily
consisted of the following:
Our near-term future operating activities may continue to use cash.
Periods of rapidly
33
increasing sales may cause increased working capital requirements, thereby
requiring the use of cash to fund our operations.
Investing activities generated cash of $8.0 million in the first three
months of 2004 and primarily consisted of the net sale of $9.7 million of
marketable securities, proceeds from the sale of our Noah chiller assets of
$797,000, and proceeds from the sale of a portion of a marketable security
investment of $1.3 million, partially offset by the purchase of equipment for
$3.8 million. We expect to spend approximately $8.0 million to $10.0 million
for the purchase of property and equipment during the remainder of 2004. Our
planned level of capital expenditures is subject to frequent revisions because
our business experiences sudden changes as we move into industry upturns and
downturns and expected sales levels change. In addition, changes in foreign
currency exchange rates may significantly impact our capital expenditures and
depreciation expense recognized in a particular period.
Investing activities used cash of $5.5 million in the first three months
of 2003, and primarily consisted of the purchase of property and equipment of
$3.4 million and the settlement of our escrow deposit liability related to our
acquisition of Dressler in the first quarter of 2002 of $1.7 million.
Investing cash flows experience significant fluctuations from period to
period as we buy and sell marketable securities, which we convert to cash to
fund strategic investments and our operating cash flow, and as we transfer cash
into marketable securities when we attain levels of cash that are greater than
needed for current operations. However, we do not expect to generate
significant levels of cash that are greater than needed for our current
operations in the near term.
Financing activities used cash of $1.6 million in the first quarter of
2004, and consisted of payments on our senior borrowings and capital lease
obligations of $2.0 million, partially offset by proceeds from the exercise of
employee stock options of $374,000.
Financing activities used cash of $2.0 million in the first quarter of
2003, and consisted primarily of the repayment of our senior borrowings and
capital lease obligations of $2.3 million, partially offset by proceeds from
the exercise of employee stock options of $351,000.
We expect our financing activities to continue to fluctuate in the future.
If market conditions and our financial position are deemed appropriate, we may
repurchase a portion of our convertible notes in the open market. Our payments
under capital lease obligations and notes payable may also increase in the
future if we enter into additional capital lease obligations or change the
level of our bank financing.
34
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates
primarily to our investment portfolio and long-term debt obligations. We
generally place our investments with high credit quality issuers and by policy
are averse to principal loss and seek to protect and preserve our invested
funds by limiting default risk, market risk and reinvestment risk. As of March
31, 2004, our investments in marketable securities consisted primarily of
commercial paper, municipal and state bonds and notes and institutional money
markets. These securities are highly liquid. Earnings on our marketable
securities are typically invested into similar securities. In the first
quarter of 2004, the rates we earned on our marketable securities approximated
1.9% on a before tax equivalent basis. The impact on interest income of a 10%
decrease in the average interest rate would have resulted in approximately
$43,000 less interest income in the first quarter of 2004 and $52,000 less
interest income in the first quarter of 2003.
The interest rates on our subordinated debt are fixed, specifically, at
5.25% for the $66.2 million of our debt due November 2006, and at 5.0% for the
$121.5 million of our debt that is due September 2006. Because these rates are
fixed, we believe there is no risk of increased interest expense with regard to
these instruments.
The interest rates on our Aera Japan subsidiarys credit lines are
variable and currently range from 1.5% to 3.1%. We believe a 10% increase in
the average interest rate on these instruments would not have a material effect
on our financial position or results of operations.
Foreign Currency Exchange Rate Risk
We transact business in various foreign countries. Our primary foreign
currency cash flows are generated in countries in Asia and Europe. During the
first quarter of 2004, the U.S. dollar weakened approximately 3% against the
Japanese yen, and strengthened approximately 2% against the euro. It is highly
unpredictable how currency exchange rates will fluctuate in the future. We
have entered into various foreign currency forward exchange contracts to
mitigate against currency fluctuations in the Japanese yen, euro, Taiwanese
dollar and Chinese yuan. The notional amount of our foreign currency contracts
at March 31, 2004 was $9.2 million. The potential fair value loss for a
hypothetical 10% adverse change in foreign currency exchange rates at March 31,
2004, would be approximately $920,000, which would be essentially offset by
corresponding gains related to the underlying assets. We will continue to
evaluate various methods to minimize the effects of currency fluctuations when
we translate the financial statements of our foreign subsidiaries into U.S.
dollars. At March 31, 2004 we held foreign currency forward exchange
contracts, maturing through April 2004, to purchase U.S. dollars and sell
various foreign currencies. The following table summarizes our outstanding
35
contracts as of March 31, 2004:
ITEM 4. CONTROLS AND PROCEDURES
(a)
Disclosure Controls and Procedures.
Under the supervision and with the
participation of our chief executive officer and chief financial officer, we
have implemented controls and other procedures that are designed to ensure that
we record, process, summarize and report in a timely manner the information
required to be disclosed by us in our Exchange Act reports, including this Form
10-Q (disclosure controls and procedures). Our disclosure controls and
procedures include controls and procedures designed to ensure that material
information 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. Our chief executive officer
and chief financial officer evaluated our disclosure controls and procedures as
of the end of the quarter covered by this Form 10-Q and concluded that such
controls and procedures are effective.
(b)
Internal Control over Financial Reporting.
Under the supervision and with
the participation of our chief executive officer and chief financial officer,
we have implemented controls and other procedures that are designed to provide
us with reasonable assurance as to the reliability of our financial reporting
and the preparation of our financial statements for external purposes in
accordance with generally accepted accounting principles (internal control
over financial reporting). During the quarter covered by this Form 10-Q,
there was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
36
March 31,
December 31,
2004
2003
(Unaudited)
(Unaudited)
$
43,996
$
41,522
84,045
93,691
79,013
61,927
465
151
72,148
65,703
3,827
5,486
283,494
268,480
45,273
44,725
6,306
5,630
86,529
88,943
4,266
3,934
2,765
3,019
$
428,633
$
414,731
$
33,072
$
23,066
9,385
7,953
14,806
17,311
1,855
2,952
433
554
7,806
8,028
1,810
2,460
69,167
62,324
270
263
4,665
5,905
4,787
4,672
187,718
187,718
2,095
2,015
199,535
200,573
268,702
262,897
159,931
151,834
$
428,633
$
414,731
are an integral part of these condensed consolidated balance sheets.
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Three Months Ended March 31,
2004
2003
(Unaudited)
(Unaudited)
$
104,487
$
56,158
66,073
38,208
38,414
17,950
13,410
13,367
8,037
8,330
6,937
5,629
220
1,509
28,604
28,835
9,810
(10,885
)
429
520
(2,788
)
(2,866
)
101
(78
)
1,103
(326
)
(1,155
)
(2,750
)
8,655
(13,635
)
(1,731
)
5,045
$
6,924
$
(8,590
)
$
0.21
$
(0.27
)
$
0.21
$
(0.27
)
32,581
32,159
33,593
32,159
are an integral part of these condensed consolidated statements.
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Three Months Ended March 31,
2004
2003
(Unaudited)
(Unaudited)
$
6,924
$
(8,590
)
4,821
6,192
275
276
60
122
856
(5,818
)
175
187
631
(404
)
(703
)
(16,922
)
2,892
(7,106
)
1,502
1,634
1,486
412
199
(863
)
(2,412
)
9,679
(1,584
)
1,394
(144
)
(6,524
)
(526
)
1,936
1,020
(16,360
)
2,433
(4,344
)
(4,579
)
9,746
(373
)
(3,831
)
(3,412
)
797
1,291
(1,675
)
8,003
(5,460
)
(1,962
)
(2,332
)
374
351
(1,588
)
(1,981
)
403
134
2,474
(11,886
)
41,522
70,188
$
43,996
$
58,302
$
3,112
$
3,328
$
1,169
$
319
are an integral part of these condensed consolidated statements.
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(In thousands)
$
4,534
4,452
2,212
1,018
825
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Three Months Ended
March 31, 2004
March 31, 2003
(In thousands, except
per share data)
$
6,924
$
(8,590
)
(2,786
)
(3,257
)
60
122
$
4,198
$
(11,725
)
$
0.21
$
(0.27
)
0.13
(0.36
)
$
0.21
$
(0.27
)
0.12
(0.36
)
Three Months
Three Months
Ended March 31,
Ended March 31,
2004
2003
3.07
%
2.90
%
0.0
%
0.0
%
2.9 years
2.8 years
76.47
%
90.77
%
1.01
%
1.59
%
0.0
%
0.0
%
0.5 years
0.5 years
61.57
%
96.59
%
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Balance at
Additions
Balance at
Beginning of
Charged
End of
Period
To Expense
Deductions
Period
(In thousands)
$
6,612
$
2,320
$
(2,421
)
$
6,511
$
9,402
$
2,069
$
(3,128
)
$
8,343
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March 31,
December 31,
2004
2003
(In thousands)
$
54,143
$
41,113
26,850
46,762
3,052
5,816
$
84,045
$
93,691
March 31,
December 31,
2004
2003
(In thousands)
$
30,851
$
17,100
45,751
41,359
(1,541
)
(1,303
)
75,061
57,156
3,952
4,771
$
79,013
$
61,927
March 31,
December 31,
2004
2003
(In thousands)
$
51,346
$
47,120
6,593
4,385
14,209
14,198
$
72,148
$
65,703
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Three Months
Three Months
Ended
Ended
March 31, 2004
March 31, 2003
(In thousands)
$
6,924
$
(8,590
)
98
(89
)
935
692
(294
)
$
7,663
$
(7,987
)
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Quarters Ended March 31,
2004
2003
(In thousands)
$
58,802
$
29,418
13,500
6,439
112
8,512
4,997
23,561
15,304
$
104,487
$
56,158
$
3,182
$
(8,807
)
612
(394
)
7,386
(2,100
)
(1,370
)
416
$
9,810
$
(10,885
)
March 31, 2004
December 31, 2003
$
496,545
$
424,661
42,873
48,150
252,888
210,585
(363,673
)
(268,665
)
$
428,633
$
414,731
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Our customers may not accept products manufactured at our
Chinese facility;
Certain major customers have strict copy exact
requirements which may delay or prevent acceptance of lower-cost
components from Tier 1 Asian suppliers;
We may face health-related risks, such as outbreaks of
diseases, in the Asian countries in which we have manufacturing,
distribution or sales facilities and the adverse impact of any
quarantine or closure of such facilities;
We may not be able to attract and retain key personnel in
our Chinese facility;
We may incur significant costs to test and repair products
manufactured in our China facility to mitigate the risk of shipping
lower-quality products to our customers;
The Chinese government may allow the yuan to float against
the U.S. dollar,
which could significantly increase our operating costs; and
Disruption of our United States employee base.
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Changes in economic conditions in the semiconductor and
semiconductor capital equipment industries and other industries in
which our customers operate;
The timing and nature of orders placed by our customers;
The seasonal variations in capital spending by our customers;
Changes in customers inventory management practices;
Customer cancellations of previously placed orders and shipment delays;
Pricing competition from our competitors;
Customer demands to reduce prices, enhance features, improve
reliability, shorten delivery times and extend payment terms;
Component shortages or allocations or other factors that
change our levels of inventory or substantially increase our
spending on inventory or result in manufacturing delays;
The introduction of new products by us or our competitors;
Declines in macroeconomic conditions;
Potential litigation especially regarding intellectual property; and
Our exposure to currency exchange rate fluctuations between
the several functional currencies in foreign locations in which we
have operations.
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Diversion of managements attention from other operational matters;
The inability to realize expected synergies resulting from the acquisition;
Failure to commercialize purchased technology;
Significant and unanticipated capital investments required to
integrate acquired businesses and technologies;
Retaining existing customers and strategic partners of acquired companies;
Increased levels of intangible asset amortization expense;
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Potential material charges for impairment of acquired intangible assets; and
Dilution of earnings.
Our ability to develop relationships with suppliers and other
local businesses;
Compliance with product safety requirements and standards
that are different from those of the United States;
Variations in enforcement of intellectual property and
contract rights in different jurisdictions;
Trade restrictions, political instability, disruptions in
financial markets and deterioration of economic conditions;
The ability to provide sufficient levels of technical support
in different locations;
Collecting past due accounts receivable from foreign customers; and
Changes in tariffs, taxes and foreign currency exchange rates.
The potential inability to obtain an adequate supply of
required parts, components or subassemblies;
The potential for a sole source provider to cease operations;
Our potential need to fund the operating losses of a sole source provider;
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Reduced control over pricing and timing of delivery of parts,
components and subassemblies; and
The potential inability of our suppliers to develop
technologically advanced products to support our growth and
development of new products.
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We could be subject to fines;
Our production could be suspended; or
We could be prohibited from offering particular products in
specified markets.
Valuation of intangible assets and goodwill
Long-lived assets including intangibles subject to amortization
Reserve for excess and obsolete inventory
Reserve for warranty
Commitments and contingencies
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Revenue recognition
Stock-based compensation
Deferred income taxes
Semiconductor devices for electronics applications;
Flat-panel displays for hand-held devices, computer and television screens;
Compact discs, DVDs and other digital storage media;
Optical coatings for architectural glass, eyeglasses and solar panels; and
Industrial laser and medical applications.
Establishing a China-based manufacturing facility; and
Transitioning a portion of our supply base to Tier 1 Asian suppliers.
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Three Months Ended March 31,
2004
2003
(In thousands)
$
68,989
$
33,078
8,623
3,883
10,604
6,686
16,271
12,511
$
104,487
$
56,158
Three Months Ended March 31,
2004
2003
66
%
59
%
8
7
10
12
16
22
100
%
100
%
Three Months Ended March 31,
2004
2003
(In thousands)
$
58,914
$
29,418
15,872
9,442
29,414
17,298
287
$
104,487
$
56,158
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Three Months Ended March 31,
2004
2003
57
%
52
%
15
17
28
31
100
%
100
%
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Continued pricing pressure from our major customers;
Costs associated with transitioning a portion of our
production to our new China facility, including costs incurred to
operate duplicate manufacturing facilities;
Unanticipated costs to comply with our customers copy
exact requirements, especially related to our China transition and
move to Tier 1 Asian suppliers;
Cost reduction programs initiated by semiconductor
manufacturers and semiconductor capital equipment manufacturers that
negatively impact our average selling price;
Warranty costs in excess of historical rates and our
expectations;
Increased levels of excess and obsolete inventory, either due
to market conditions, the introduction of new products by our
competitors, or our decision to discontinue certain product lines;
and
Changes in foreign currency exchange rates that might affect
our costs.
In the first quarter of 2003 the semiconductor industry
continued to experience the most severe downturn in its history. As
a result the absorption of fixed costs was negatively impacted by
our lower sales level.
The semiconductor industry is moving to 300mm wafers and
smaller line widths. Typical of products early in their life cycle
and at low production levels, these products have lower margins than
our established products.
We incurred warranty expense in excess of our expectations
related to certain products, which required substantial rework,
repair, and in some cases, replacement. The development of these
products in 1999 and 2000 was accelerated to meet pressing customer
needs in the midst of historically high product demand. During 2003
a significant portion of our warranty reserves were used to address
these products.
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Balance at
Additions
Balance at
Beginning of
Charged
End of
Period
To Expense
Deductions
Period
(In thousands)
$
6,612
$
2,320
$
(2,421
)
$
6,511
$
9,402
$
2,069
$
(3,128
)
$
8,343
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Depreciation and amortization of $4.8 million;
Provision for deferred income taxes of $856,000;
A gain on the sale of a marketable security investment of $703,000; and
A gain on the sale of our Noah chiller assets of $404,000.
An increase in accounts receivable of $16.9 million. We
expect our accounts receivable to remain high during 2004 if
industry conditions continue to stabilize;
A $7.1 million increase in inventory. Due to the
establishment of our China-based manufacturing facility and
increased sales orders we have built our inventory level to mitigate
the risk of not being able to meet increasing customer demand for
our products;
A $9.7 million increase in trade accounts payable, which was
primarily incurred to finance our inventory purchases; and
A $6.5 million decrease in customer deposits and other
accrued expenses.
Depreciation and amortization of $6.2 million;
A benefit for deferred income taxes of $5.8 million; and
A loss of the disposal of property and equipment of $631,000.
A $2.9 million decrease in accounts receivable;
A $1.5 million decrease in inventory;
A $2.4 million increase in demonstration and customer service
equipment; and
A $1.5 million decrease in trade accounts payable.
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PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are party to various legal proceedings related to
our business. On September 17, 2001, Sierra Applied Sciences, Inc. filed for
declaratory judgment asking the U.S. District Court for the District of
Colorado to rule that their products did not infringe our U.S. patent no.
5,718,813 and that the patent was invalid. On March 24, 2003, the Court
granted our motion to dismiss the case for lack of subject matter jurisdiction.
The Court of Appeals for the Federal Circuit affirmed the dismissal on April
13, 2004 as to all of Sierras current activities, but remanded for findings
related to past sales of older products. Because the volume of sales was
immaterial and the products are now obsolete, a motion to dismiss these
remaining claims will be presented to the court.
For a description of the material pending legal proceedings to which we
are a party, please see our 2003 Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on February 24, 2004.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
37
38
(a)
Exhibits:
3.1
Restated Certificate of Incorporation, as amended.(1)
3.2
By-laws.(2)
31.1
Certification of the Chief Executive Officer Pursuant to rule
13a-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer Pursuant to rule
13a-14(a) under the Securities
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Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2
Certification of the Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(1)
Incorporated by reference to the Registrants Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003 (File
No. 000-26966), filed November 4, 2003.
(2)
Incorporated by reference to the Registrants Registration Statement
on Form S-1 (File No. 33-97188), filed September 20, 1995, as amended.
(b)
Reports on Form 8-K
We filed the following report on Form 8-K:
(i)
We filed with the Securities and Exchange Commission a
Current Report on Form 8-K on February 12, 2004 to furnish under
Item 12 our press release announcing
our results of operations for the three- and twelve-month periods
ended December 31, 2003.
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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.
39
ADVANCED ENERGY INDUSTRIES, INC.
/s/ Michael El-Hillow
Michael El-Hillow
Executive Vice President,
Chief Financial
April 30, 2004
Officer (Principal Financial Officer)
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INDEX TO EXHIBITS
3.1 | Restated Certificate of Incorporation, as amended.(1) | |||
3.2 | By-laws.(2) | |||
31.1 | Certification of the Chief Executive Officer Pursuant to rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of the Chief Financial Officer Pursuant to rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32.1 | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
32.2 | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(1) | Incorporated by reference to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 (File No. 000-26966), filed November 4, 2003. | |
(2) | Incorporated by reference to the Registrants Registration Statement on Form S-1 (File No. 33-97188), filed September 20, 1995, as amended. |
40
Exhibit 31.1
I, Douglas S. Schatz, certify that: |
1. | I have reviewed this quarterly report on Form 10-Q of Advanced Energy Industries, Inc.; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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. | 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 | |||
c. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal year 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: |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |||
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 30, 2004
/s/ Douglas S.
Schatz
|
|
Douglas S. Schatz
Chief Executive Officer, President and Chairman of the Board |
Exhibit 31.2
I, Michael El-Hillow, certify that: | ||||
1. | I have reviewed this quarterly report on Form 10-Q of Advanced Energy Industries, Inc.; | |||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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. | 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 | |||
c. | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal year 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: |
a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | |||
b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: April 30, 2004
/s/ Michael El-Hillow
|
|
Michael El-Hillow
Executive Vice President, Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
Certification of the Chief Executive 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 accompanying Form 10-Q of Advanced Energy Industries, Inc. (the Company) for the quarter ended March 31, 2004 (the Report), I, Douglas S. Schatz, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2004
/s/ Douglas S. Schatz
|
|
Douglas S. Schatz
Chief Executive Officer, President |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification of the 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 accompanying Form 10-Q of Advanced Energy Industries, Inc. (the Company) for the quarter ended March 31, 2004 (the Report), I, Michael El-Hillow, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2004
/s/ Michael El-Hillow
|
|
Michael El-Hillow
Chief Financial Officer |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.