MKS Instruments, Inc. (NASDAQ:MKSI) Files An 8-K Regulation FD Disclosure
Item7.01
| Regulation FD Disclosure. |
MKS Instruments, Inc. (the Company) has invited certain lenders
to a meeting, scheduled for June21, 2017, for the purpose of
considering a potential repricing of the Companys existing term
loan (the Potential Repricing). At this meeting, the Company
plans to re-affirm, as of the date thereof, the Companys previous
guidance for the quarter ending June30, 2017. Attached as Exhibit
99.1 and incorporated by reference in this Item 7.01 are selected
slides to be presented at the meeting, which slides include such
guidance. There can be no assurance that the Company will be able
to close the Potential Repricing, which is subject to market and
other conditions.
Exhibit 99.1 contains results that are not generally accepted
accounting principles measures (non-GAAP). Non-GAAP amounts exclude
amortization of acquired intangible assets, an asset impairment,
costs associated with completed and announced acquisitions,
acquisition integration costs, sale of previously written down
inventory, an inventory step-up adjustment related to an
acquisition, restructuring charges, certain excess and obsolete
inventory charges, fees and expenses related to re-pricing of
term loan, amortization of debt issuance costs, net proceeds from
an insurance policy, the tax effect of a legal entity
restructuring, other discrete tax benefits and charges, and the
related tax benefits and charges, and the related tax effect of
these adjustments. These non-GAAP measures are not in accordance
with Accounting Principles Generally Accepted in the United
States of America (GAAP) and should be viewed in addition to, and
not as a substitute for, MKS reported results. MKS management
believes the presentation of these non-GAAP financial measures is
useful to investors for comparing prior periods and analyzing
ongoing business trends and operating results.
Please see the
Appendix provided in Exhibit 99.1 entitled GAAP to Non-GAAP
Reconciliations for reconciliations of our non-GAAP measures to
the comparable GAAP measures and the definitions of terms used in
Exhibit 99.1.
Item9.01 |
Financial Statements and Exhibits. |
(d)
Exhibits
99.1 Presentation
slides for June21, 2017 meeting
Safe
Harbor for Forward Looking Statements
Statements in
Exhibit 99.1 regarding the future financial performance of MKS,
MKS future business prospects, MKS future growth, MKS expected
synergies and cost savings from its recent acquisition of Newport
Corporation, and any other statements about MKS managements
future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements
that are not statements of historical fact (including statements
containing the words will, projects, intends, believes, plans,
anticipates, expects, estimates, forecasts, continues and similar
expressions) should also be considered to be forward-looking
statements. These statements are only predictions based on
current assumptions and expectations. Actual events or results
may differ materially from those in the forward-looking
statements set forth herein. Among the important factors that
could cause actual events to differ materially from those in the
forward-looking statements are the conditions affecting the
markets in which we operate, including the fluctuations in
capital spending in the semiconductor industry, and other
advanced manufacturing markets, fluctuations in net sales to our
major customers, our ability to
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successfully
integrate Newports operations and employees, unexpected costs,
charges or expenses resulting from the Newport acquisition, the
terms of our term loan, MKS ability to realize anticipated
synergies and cost savings from the Newport acquisition, our
ability to successfully grow our business, potential adverse
reactions or changes to business relationships resulting from the
Newport acquisition, potential fluctuations in quarterly results,
the challenges, risks and costs involved with integrating the
operations of any other acquired companies, dependence on new
product development, rapid technological and market change,
acquisition strategy, manufacturing and sourcing risks,
volatility of stock price, international operations, financial
risk management, and the other factors described in MKS Annual
Report on Form 10-K, for the period ended December31, 2016, filed
with the SEC. MKS is under no obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events
or otherwise after the date of this current report on Form
8-K.
The information in
this Form 8-K along with the exhibit shall not be deemed filed
for purposes of Section18 of the Securities Exchange Act of 1934
(the Exchange Act) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
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MKS INSTRUMENTS INC ExhibitEX-99.1 2 d414699dex991.htm EX-99.1 EX-99.1 Strong Balance Sheet,…To view the full exhibit click here About MKS Instruments, Inc. (NASDAQ:MKSI)
MKS Instruments, Inc. (MKS) is a provider of instruments, subsystems and process control solutions that measures, controls, powers, monitors and analyzes critical parameters of advanced manufacturing processes to improve process performance and productivity. The Company operates through segments, including Advanced Manufacturing Capital Equipment, which includes the development, manufacturing and sales of instruments, control and vacuum products, power and reactive gas products; Global Service, which includes the worldwide servicing of instruments, control and vacuum products, power and reactive gas products and certain other product groups; Asia Region Sales, which includes sales of products that are re-sold from the Advanced Manufacturing Capital Equipment and Other segments into Asia regions, and Other. The Company groups its products into three groups, including instruments, control and vacuum products; power and reactive gas products, and analytical solutions group products.
