FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter Ended September 28, 2001.
OR
[ ] 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 0-6866
HELIX TECHNOLOGY CORPORATION
----------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-2423640
------------------------ ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, Massachusetts 02048-9171
-------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 337-5500
----------------------------
Indicate by checkmark 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 ninety days.
Yes [X] No [ ]
The number of shares outstanding of the registrant's Common Stock, $1 par
value, as of September 28, 2001 was 22,607,204.
HELIX TECHNOLOGY CORPORATION
Form 10-Q
INDEX
Page
Part I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of September 28, 2001
and December 31, 2000 3
Consolidated Statements of Operations for the Three
Months and Nine Months Ended September 28, 2001
and September 29, 2000 4
Consolidated Statements of Cash Flows for the
Nine Months Ended September 28, 2001
and September 29, 2000 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures
about Market Risk 11
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 6 (b). Reports on Form 8-K 12
Signatures 13
HELIX TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
---------------------------------------------------------------------------
Sept. 28, Dec. 31,
2001 2000
(in thousands except per share data) (unaudited) (audited)
---------------------------------------------------------------------------
ASSETS
Current:
Cash and cash equivalents $ 5,383 $ 15,435
Investments (Note 2) 14,150 16,654
Receivables - net of allowances 15,542 40,243
Inventories (Note 3) 27,905 30,204
Income tax receivable (Note 4) 4,608 -
Deferred income taxes (Note 4) 6,444 6,444
Other current assets 2,470 2,208
---------------------------------------------------------------------------
Total Current Assets 76,502 111,188
---------------------------------------------------------------------------
Property, plant and equipment at cost 63,051 49,940
Less: accumulated depreciation (34,321) (31,115)
---------------------------------------------------------------------------
Net property, plant and equipment 28,730 18,825
Other assets 11,943 11,955
---------------------------------------------------------------------------
TOTAL ASSETS $117,175 $141,968
===========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current:
Accounts payable $ 7,000 $ 17,993
Payroll and compensation 644 3,060
Retirement costs 6,791 5,586
Income taxes (Note 4) 3,403 6,015
Other accrued liabilities 1,052 747
---------------------------------------------------------------------------
Total Current Liabilities 18,890 33,401
---------------------------------------------------------------------------
Commitments and contingencies
Stockholders' Equity:
Preferred stock, $1 par value; authorized
2,000,000 shares; issued and outstanding: none - -
Common stock, $1 par value; authorized 60,000,000
shares; issued and outstanding: 22,607,204 in
2001 and 22,537,204 in 2000 22,607 22,537
Capital in excess of par value 13,711 12,263
Treasury stock, $1 par value (3,840 shares in
2001 and in 2000) (232) (232)
Retained earnings 63,672 74,123
Accumulated other comprehensive (loss) income
(Note 6) (1,473) (124)
---------------------------------------------------------------------------
Total Stockholders' Equity 98,285 108,567
---------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $117,175 $141,968
===========================================================================
The accompanying notes are an integral part of these financial statements.
Page 3
HELIX TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
Sept. 28, Sept. 29, Sept. 28, Sept. 29,
(in thousands except per share data) 2001 2000 2001 2000
------------------------------------------------------------------------------------------
Net sales $20,445 $69,913 $ 95,690 $178,488
------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 14,444 36,495 61,446 93,301
Research and development 3,731 4,182 12,173 11,391
Selling, general and administrative 7,860 11,182 27,225 31,427
Restructuring charge 1,047 - 1,047 -
------------------------------------------------------------------------------------------
27,082 51,859 101,891 136,119
------------------------------------------------------------------------------------------
Operating (loss) income (6,637) 18,054 (6,201) 42,369
Joint venture income 473 1,322 1,991 2,920
Interest and other income 117 396 748 933
------------------------------------------------------------------------------------------
(Loss) income before taxes (6,047) 19,772 (3,462) 46,222
Income taxes (Note 4) (1,965) 6,294 (1,125) 15,022
------------------------------------------------------------------------------------------
Net (loss) income $(4,082) $13,478 $ (2,337) $ 31,200
==========================================================================================
Net (loss) income per share (Note 5):
Basic $ (0.18) $ 0.60 $ (0.10) $ 1.39
Diluted $ (0.18) $ 0.59 $ (0.10) $ 1.37
==========================================================================================
Number of shares used in per share
calculations (Note 5):
Basic 22,599 22,525 22,551 22,487
Diluted 22,599 22,725 22,551 22,807
==========================================================================================
The accompanying notes are an integral part of these financial statements.
Page 4
HELIX TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
------------------------------------------------------------------------------------------
Nine Months Ended
(in thousands) Sept. 28, Sept. 29,
2001 2000
------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net (loss) income $ (2,337) $ 31,200
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Depreciation and amortization 3,732 2,996
Other (1,392) (1,966)
Net change in operating assets and liabilities (A) 7,619 (9,671)
-----------------------------------------------------------------------------------------
Net cash provided by operating activities 7,622 22,559
-----------------------------------------------------------------------------------------
Cash flows from (used by) investing activities:
Capital expenditures (13,637) (9,484)
Purchase of investments (34,665) (36,547)
Sale of investments 37,224 36,047
-----------------------------------------------------------------------------------------
Net cash used by investing activities (11,078) (9,984)
-----------------------------------------------------------------------------------------
Cash flows from (used by) financing activities:
Shares tendered for exercise of stock options - (5,181)
Net cash provided by employee stock plans 1,518 1,240
Cash dividends paid (8,114) (8,106)
-----------------------------------------------------------------------------------------
Net cash used by financing activities (6,596) (12,047)
-----------------------------------------------------------------------------------------
(Decrease) increase in cash and cash equivalents (10,052) 528
Cash and cash equivalents, at the beginning of the period 15,435 11,408
-----------------------------------------------------------------------------------------
Cash and cash equivalents, at the end of the period $ 5,383 $ 11,936
=========================================================================================
(A) Change in operating assets and liabilities:
Decrease (Increase) in accounts receivable $ 24,701 $(19,182)
Decrease (Increase) in inventories 2,299 (5,898)
(Increase) in income tax receivable (4,608) -
(Increase) in other current assets (262) (395)
(Decrease) Increase in accounts payable (10,993) 6,641
(Decrease) Increase in other accrued expenses (3,518) 9,163
----------------------------------------------------------------------------------------
Net change in operating assets and liabilities $ 7,619 $ (9,671)
========================================================================================
The accompanying notes are an integral part of these financial statements.
Page 5
HELIX TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
------------------------------
In the opinion of the Company, the accompanying consolidated financial
statements for the three months and nine months ended September 28, 2001,
and September 29, 2000, contain all adjustments (consisting only of normal
recurring adjustments) necessary to present fairly the financial position
as of September 28, 2001, and December 31, 2000, and the results of
operations and cash flows for the three months and nine months ended
September 28, 2001, and September 29, 2000.
The results of operations for the nine months ended September 28, 2001, are
not necessarily indicative of the results expected for the full year.
The consolidated financial statements included herein have been prepared by
the Company, without audit of the three months and nine months ended
September 28, 2001, and September 29, 2000, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to present fairly the
Company's financial position and results of operations. These consolidated
financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's latest Annual
Report on Form 10-K.
Note 2 - Investments
--------------------
The Company had investments of $14,150,000 and $16,654,000 as of September
28, 2001, and December 31, 2000, respectively. The investments were
classified as "available-for-sale," and the difference between the cost and
fair value of these investments was immaterial and is included in other
comprehensive income.
Note 3 - Inventories
--------------------
---------------------------------------------------------------------------
(in thousands) Sept. 28, 2001 Dec. 31, 2000
---------------------------------------------------------------------------
Finished goods $ 8,410 $ 9,522
Work in process 13,559 15,336
Materials and parts 5,936 5,346
------------------------------
$27,905 $30,204
===============================
Inventories are stated at the lower of cost or market on a first-in, first-
out basis.
Page 6
HELIX TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Income Taxes
---------------------
The net federal, state and foreign income tax benefit was $1,125,000 for
the nine months ended September 28, 2001. For the nine months ended
September 29, 2000, the Company had a net federal, state and foreign income
tax provision of $15,022,000. Tax credits are treated as reductions of
income tax provisions in the year in which the credits are realized. The
Company does not provide for federal income taxes on the undistributed
earnings of its wholly-owned foreign subsidiaries, since these earnings are
indefinitely reinvested.
The effective income tax rate for both the nine months ended September 28,
2001, and September 29, 2000, was 32.5%.
The major components of deferred tax assets are compensation and benefit
plans, inventory valuation and depreciation. Based on past experience, the
Company expects that the future taxable income will be sufficient for the
realization of the deferred tax assets. The Company believes that a
valuation allowance is not required.
Note 5 - Net Income Per Share
-----------------------------
Basic net income per common share is based on the weighted average number
of common shares outstanding during the period. Diluted net income per
common share reflects the potential dilution that could occur if
outstanding stock options were exercised.
The following table sets forth the computation of basic and diluted net
income per common share:
----------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
(in thousands except per share data) Sept. 28, Sept. 29, Sept. 28, Sept. 29,
2001 2000 2001 2000
----------------------------------------------------------------------------------------
Net (loss) income $(4,082) $13,478 $(2,337) $31,200
====================== ====================
Basic shares 22,599 22,525 22,551 22,487
Add: Common equivalent shares - 200 - 320
---------------------- --------------------
Diluted shares 22,599 22,725 22,551 22,807
====================== ====================
Basic net (loss) income per share $ (0.18) $ 0.60 $ (0.10) $ 1.39
====================== ====================
Diluted net (loss) income per share $ (0.18) $ 0.59 $ (0.10) $ 1.37
====================== ====================
Common equivalent shares represent shares issuable upon exercise of stock options
(using the treasury stock method). For the three months and nine months ended September
28, 2001, the Company had 474,875 options outstanding not included in the computation of
diluted shares, because the Company was in a net loss position, and the inclusion of such
shares would be anti-dilutive. For the three months and nine months ended September 29,
2000, the Company had 35,000 options outstanding not included in the computation of
diluted shares, because the option price was greater than the average market price of the
common shares, and the inclusion of such shares would be anti-dilutive.
Page 7
HELIX TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Other Comprehensive Income
-----------------------------------
SFAS 130 requires unrealized gains or losses on the Company's investments
and foreign currency translation adjustments, which prior to adoption were
reported separately in stockholders' equity to be included in other
comprehensive income.
------------------------------------------------------------------------------------------
Three Months Ended Nine Months Ended
(in thousands) Sept. 28, Sept. 29, Sept. 28, Sept. 29,
2001 2000 2001 2000
------------------------------------------------------------------------------------------
Net (loss) income $(4,082) $13,478 $(2,337) $31,200
------------------------------------------------------------------------------------------
Other comprehensive income (loss) before tax:
Foreign currency translation adjustment 231 21 (1,914) (218)
Unrealized gain on available-for-sale
investment 12 5 55 31
------------------------------------------------------------------------------------------
Other comprehensive income (loss), before tax 243 26 (1,859) (187)
Income tax related to items of other
comprehensive (loss) income (95) (37) 510 (105)
------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax 148 (11) (1,349) (292)
------------------------------------------------------------------------------------------
Comprehensive (loss) income $(3,934) $13,467 $(3,686) $30,908
==========================================================================================
Note 7 - New Accounting Pronouncements
--------------------------------------
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141 ("SFAS 141"), "Business
Combinations." SFAS 141 requires the purchase method of accounting for
business combinations initiated after June 30, 2001 and eliminates the
pooling of interests method.
In July 2001, the FASB issued Statement of Financial Accounting Standards
No. 142 ("SFAS 142"), "Goodwill and Other Intangible Assets", which is
effective for the Company on January 1, 2002. SFAS 142 requires, among
other things, the discontinuance of goodwill amortization and includes
provisions for the reclassification of certain existing recognized
intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, and reclassification of certain intangibles out of
previously reported goodwill. The revised standards include transition
rules and requirements for identification, valuation and recognition of a
much broader list of intangibles as part of business combinations than
prior practice, most of which will continue to be amortized.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets." The objectives of SFAS 144 are to address
significant issues relating to the implementation of FASB Statement No. 121
("SFAS 121"), Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of, and to develop a single accounting
model, based on the framework established in SFAS 121, for long-lived
assets to be disposed of by sale, whether previously held and used or newly
acquired. SFAS 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001 and, generally, its provisions are
to be applied prospectively.
The adoption of these standards is not expected to have a material impact
on the Company's consolidated financial statements.
Page 8
HELIX TECHNOLOGY CORPORATION
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations
---------------------
Results of Operations
---------------------
Net sales for the three months ended September 28, 2001, (the "2001
Quarter") were $20.4 million compared with net sales for the three months
ended September 29, 2000, (the "2000 Quarter") of $69.9 million, a decrease
of 70.8%. Net sales for the nine months ended September 28, 2001, (the
"2001 Period") were $95.7 million, a decrease of 46.4%, from $178.5 million
for the nine months ended September 29, 2000 (the "2000 Period"). The
decline in sales is a result of the continuing slowdown in the global
market for semiconductor capital equipment.
The gross profit percentage for the 2001 Quarter was 29.4% compared with
47.8% for the 2000 Quarter. The gross profit percentage for the 2001
Period was 35.8% compared with 47.7% for the 2000 Period. The reduction in
gross margin was primarily attributable to decreased production volume.
Research and development expenses were $3.7 million for the 2001 Quarter,
or 18.1% of net sales, compared to $4.2 million, or 6.0% of net sales, for
the 2000 Quarter. Spending was $12.2 million, or 12.7% of net sales, for
the 2001 Period, compared to $11.4 million, or 6.4% of net sales, for the
2000 Period. Despite the significant near-term reduction in product
demand, the Company is committed to preparing to fully participate in the
next expansion phase of the semiconductor capital equipment demand cycle.
The Company continues to focus on developing technologies to support 300mm
products, its GOLDLink support services, and improvements to its core
products. (GOLDLink is a registered trademark of Helix Technology
Corporation.)
Total selling, general and administrative expenses decreased by $3.3
million in the 2001 Quarter and $4.2 million in the 2001 Period compared to
the 2000 Quarter and the 2000 Period, respectively. Spending declined as
cost containment measures were initiated during the 2001 Quarter and the
2001 Period.
During the third quarter, the Company implemented and completed a
restructuring program that resulted in the reduction of approximately 110
employees in response to the continued slowdown in the semiconductor
capital equipment industry. As a result, the Company recorded a
restructuring charge of approximately $1.0 million primarily related to
severance and fringe benefit costs.
The Company had an operating loss of $6.6 million in the 2001 Quarter and
an operating loss of $6.2 million in the 2001 Period as compared with
operating income of $18.1 million and $42.4 million in the 2000 Quarter and
the 2000 Period, respectively. The primary reason for the decrease was
lower sales.
For the 2001 Quarter, the Company had a pretax loss of $6.1 million
resulting in a tax benefit of $2.0 million compared to a pretax income of
$19.8 million and a tax provision of $6.3 million for the 2000 Quarter.
For the 2001 Period, the Company had a pretax loss of $3.5 million
resulting in a tax benefit of $1.1 million compared to pretax income of
$46.2 million and a tax provision of $15.0 million for the 2000 Period.
The effective tax rates for the 2001 and 2000 Quarters were 32.5% and
31.8%, respectively. The effective tax rate for both the 2001 and 2000
Periods was 32.5%.
Page 9
HELIX TECHNOLOGY CORPORATION
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations (continued)
---------------------
Liquidity and Capital Resources
-------------------------------
Cash provided by operating activities for the 2001 Period was $7.6 million
compared with $22.6 million for the 2000 Period, primarily due to a decline
in net income, offset by the reduction in working capital.
The Company's historical annual capital needs have been approximately $4.0
million to $5.0 million. In the 2001 Period, capital expenditures were
$13.6 million, principally for the Company's new Japanese service center,
implementation of its global information system and GOLDLink system
enhancements. In the 2000 Period, capital expenditures were $9.5 million,
principally due to consolidation of the Company's Colorado operations into
a new 60,000 square foot leased facility. For the year ending December
2001, the Company expects to spend over $14.0 million as it continues the
implementation of the global information system and GOLDLink system
enhancements.
Cash dividends paid to stockholders during both the 2001 Period and the
2000 Period were $8.1 million. On October 19, 2001, after considering the
current uncertain business environment in the semiconductor equipment
industry, the Board of Directors reduced the quarterly dividend to $0.08
per share from the $0.12 per share previous quarterly dividend, providing
aggregate cash savings of approximately $1.0 million.
The Company believes that existing cash, cash equivalents, investment
balances and anticipated cash flow from operations and borrowings under its
revolving credit agreement will be adequate to fund operations and its
capital expenditure program for at least the next twelve months.
Certain Factors That May Affect Future Results
----------------------------------------------
From time to time, information provided by the Company, statements made by
its employees or information included in its filings with the Securities
and Exchange Commission may contain statements that are not historical
facts but that are "forward-looking statements" involving risks and
uncertainties. In particular, statements in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" relating to the
Company's shipment levels, profitability, sufficiency of capital to meet
working capital and capital expenditure requirements may be forward-looking
statements. The words "expect," "anticipate," "internal," "plan,"
"believe," "seek," "estimate" and similar expressions are intended to
identify such forward-looking statements. Such statements are not
guarantees of future performance and involve certain risks, uncertainties
and assumptions that could cause the Company's future results to differ
materially from those expressed in any forward-looking statements made by
or on behalf of the Company. Many such factors are beyond the Company's
ability to control or predict. Readers are accordingly cautioned not to
place undue reliance on forward-looking statements. The Company disclaims
any intent or obligation to update publicly any forward-looking statements,
whether in response to new information or future events or otherwise.
Important factors that may cause the Company's actual results to differ
from such forward-looking statements include, but are not limited to, the
factors discussed below.
Page 10
HELIX TECHNOLOGY CORPORATION
PART I
Item 2. Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations (continued)
---------------------
Certain Factors That May Affect Future Results (continued)
----------------------------------------------
The Company's business depends in large part upon the capital expenditures
of semiconductor manufacturers, which, in turn, depend on the current and
anticipated market demand for integrated circuits and products utilizing
integrated circuits. The semiconductor industry is highly cyclical and has
historically experienced periodic downturns, which generally have had a
severe effect on the semiconductor industry's demand for capital equipment
and have adversely affected the Company's results of operations. The
industry is currently in such a downturn, the length of which cannot be
predicted. There can be no assurance that developments in the
semiconductor industry or the semiconductor equipment industry will occur
at the rate or in the manner expected by the Company.
In addition to the cyclical nature, risks and uncertainties of the
semiconductor industry, the Company faces the following risks and
uncertainties among others: the need to continuously develop, manufacture
and gain customers' acceptance of new products and product enhancements;
dependence on a limited number of customers and concentration of sales to
one or a few customers; the Company's ability to attract and retain certain
key personnel; the ability of the Company to protect its technology assets
by obtaining and enforcing patents; and dependence on sole and limited
source suppliers for certain components and subassemblies included in the
Company's products and systems. As a result of the foregoing and other
factors, the Company may experience material fluctuations in its future
operating results on a quarterly or annual basis which could materially
affect its business, financial position, results of operations and stock
price.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
-------------------------------------------------------------------
There have been no significant changes in the Company's market risks since
the year ended December 31, 2000. For more information please read the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2000.
The Company is exposed to concentration of credit risk in cash and cash
equivalents, investments, trade receivables, and short-term foreign
exchange forward contracts. Cash and cash equivalents are placed with the
Company's primary bank, a major financial institution, with a high quality
credit rating. The Company's investments consist of money market funds,
municipal government agencies and tax-free bonds or investment-grade
securities. The short-term foreign currency exchange contracts are entered
into with its primary bank.
Page 11
HELIX TECHNOLOGY CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
In the normal course of business, the Company is subject to various legal
proceedings and claims. The Company believes that the ultimate outcome of
these matters will not have a material effect on its financial statements.
The Company is a defendant in an action brought in 1998 in the
Massachusetts Superior Court by Raytheon Company which alleges that between
1992 and 1994 the Company sold Raytheon defective components used in
missile guidance systems manufactured by Raytheon. The Company has not
been in the business of selling these components since 1994.
The Company has denied all claims asserted against it by Raytheon and has
succeeded in having certain claims dismissed. The action is in the
discovery and motion phase. The Company believes that it has meritorious
defenses and that, although the ultimate outcome of the matters cannot be
predicted with certainty, the disposition of the matters should not have a
material effect on the financial position of the Company.
Item 6(b). Reports on Form 8-K
-------------------------------
The Company did not file any Current Reports on Form 8-K during the quarter
ended September 28, 2001.
Page 12
HELIX TECHNOLOGY CORPORATION
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.
HELIX TECHNOLOGY CORPORATION
(Registrant)
October 30, 2001 By: /s/Robert J. Lepofsky
---------------- -------------------------------------------------
Date Robert J. Lepofsky
President and Chief Executive Officer
October 30, 2001 By: /s/Teodor Klowan, Jr.
---------------- -------------------------------------------------
Date Teodor Klowan, Jr.
Corporate Controller and Chief Accounting Officer
Page 13