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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):
October 30, 2008 Rudolph Technologies,
Inc. (Exact name of registrant as specified in its
charter) DELAWARE (Address of principal executive offices) (Zip
code) Registrant's telephone number, including area code:
(973) 691-1300 Not applicable Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) EXPLANATORY NOTE The sole
purpose of this Current Report is to correct a typographical
error contained in the Company's Current
Report on Form 8-K dated today on October 30, 2008, furnishing the press release
reporting its financial results for the three and nine months ended
September 30, 2008. In the financial table titled
"Reconciliation
of GAAP to Non-GAAP Financial Measures" the
heading of the second column under "Three Months Ended" should be "September 30,
2007." Item 2.02. Results of Operations and Financial
Condition. On
October 30, 2008, Rudolph Technologies, Inc. issued a press release reporting
its financial results for the three and nine months ended September 30,
2008. The press release is attached hereto as
Exhibit 99.1. The
information in this Current Report on Form 8-K and the Exhibit attached hereto
shall not be deemed "filed" for purposes of Section 18 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 shall
be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits EXHIBIT INDEX 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. Rudolph Technologies, Inc. Paul F. McLaughlin Chairman and Chief Executive Officer
EXHIBIT 99.1
Flanders, NJ, October
30, 2008 - Rudolph Technologies, Inc. (Nasdaq: RTEC), a leading provider of
process characterization equipment and software for both front-end and back-end
inspection and metrology solutions, today announced financial results for the
third quarter of 2008. Highlights include:
Trade Press:
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
000-27965
22-3531208
(State or other
jurisdiction of incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
One Rudolph Road, P.O. Box
1000, Flanders, NJ 07836
(Former name
or former address, if changed since last report.)
Exhibit No.
Description of
Exhibit
99.1
Press Release issued
October 30, 2008
Exhibit No.
Description of
Exhibit
99.1
Press Release issued
October 30, 2008
Date: October 30, 2008
By: /s/ Paul F.
McLaughlin
RUDOLPH TECHNOLOGIES ANNOUNCES THIRD
QUARTER REVENUE INCREASED WITH EARNINGS EXCEEDING GUIDANCE
Discussing the third quarter results, Paul
F. McLaughlin, Chairman and Chief Executive Officer commented, "We are very
pleased with this performance particularly, since many customers canceled or
pushed out deliveries just as the quarter neared completion. Nonetheless, with
a corporate-wide effort we were still able to meet our revenue guidance and
exceed our earnings guidance. This is a clear tribute to strong customer
relationships and our dedicated work force. This operating performance, when
combined with our balance sheet improvement initiatives, resulted in a cash
increase of $9.0 million for the quarter leaving us with a balance of over $74
million at quarter's end. This helps us remain well positioned to fund our
strategic initiatives."
The Company's third quarter revenue totaled $39.0 million, a 2% increase
compared to $38.4 million for the second quarter of 2008. During the third
quarter, international sales represented approximately 76% of revenue while
domestic sales accounted for 24%. In the 2008 second quarter, international
sales represented approximately 74% of revenue and domestic sales accounted for
26%. Approximately 56% of the Company's third quarter tool revenue was from
300mm product sales.
Net loss for the quarter was $448 thousand or $0.01 per share, compared to a net
loss of $2.0 million or $0.06 per share in the second quarter. Excluding the
impact of acquisition and restructuring charges, amortization of acquired
technology and intangible assets, shared based compensation and using a 35% tax
rate as detailed in the attached financial table, non-GAAP net income was $2.6
million or $0.09 per share.
Third quarter gross margin was 43% and was negatively impacted by 3% for
acquired inventory sold in the quarter that was written up to fair value in
purchase accounting. The 2008 second quarter gross margin was 46%. Lower
software sales and product mix contributed to the gross margin decrease.
Research and development (R&D) expenses for the third quarter totaled $8.3
million, compared to $8.4 million in the second quarter of 2008. As a
percentage of revenue, R&D was 21% of revenue in the 2008 third quarter and 22%
in the 2008 second quarter. The quarter over quarter dollar decrease in R&D was
due to reduced incentive compensation plan expenses offset by the write-off of
abandoned software projects eliminated as part of the Company's cost reduction
efforts. The Company anticipates that R&D expense in the fourth quarter of 2008
will be approximately $6.7 to $7.0 million.
Selling, general and administrative (S,G&A) expenses totaled $7.9 million in the
2008 third quarter compared to $10.5 million in the second quarter of 2008.
S,G&A was 20% of revenue in third quarter of 2008 and 27% in the second quarter
of 2008. The quarter over quarter dollar decrease in S,G&A was primarily due to
a reduction in incentive compensation plan expenses and foreign currency
exchange gains from international operations. The Company expects that S,G&A
will be approximately $8.4 to $8.6 million in the fourth quarter of 2008.
Balance Sheet Strength
The Company's continued
focus on reducing both the accounts receivable and inventory balances yielded
significant results in the quarter. Accounts receivables decreased $11.5
million and inventory decreased $4.5 million from their June 30, 2008 balances
and contributed to the $9.0 million increase in cash and marketable securities
in the 2008 third quarter. The Company anticipates continued declines in both
accounts receivable and inventory balances in the fourth quarter of 2008
resulting in cash balances being flat to up at December 31, 2008. Working
capital of $176.4 million, as of September 30, 2008 increased one million
dollars from the previous quarter.
Conference Call
Rudolph Technologies will
discuss its 2008 third quarter results and fourth quarter guidance, on a
conference call it is hosting today at 4:45 PM ET. A live webcast will also be
available to investors on the Company's website at
www.rudolphtech.com. To listen to the live call, please go to the website
at least fifteen minutes early to register, download and install any necessary
audio software.
Discussion of Non-GAAP Financial Measures
In this press release, we
have presented financial measures which have not been determined in accordance
with generally accepted accounting principles (GAAP) and are therefore non-GAAP
financial measures. Non-GAAP financial measures exclude the impact of purchase
accounting, share based compensation, amortization of acquired technology and
intangible assets, and restructuring costs. We believe that this presentation
of non-GAAP financial measures allows investors to better assess the Company's
operating performance by comparing it to prior periods on a more consistent
basis. We have included a reconciliation of various non-GAAP financial measures
to those measures reported in accordance with GAAP. To that end, non-GAAP
financial measures should be evaluated in conjunction with, and are not a
substitute for, GAAP financial measures. Because our calculation of
non-GAAP financial measures may differ from similar measures used by other
companies, investors should be careful when comparing our non-GAAP financial
measures to those of other companies.
About Rudolph Technologies
Rudolph
Technologies is a worldwide leader in the design, development, manufacture and
support of high-performance process control metrology, defect inspection and
data analysis systems used by semiconductor device manufacturers. Rudolph
provides a full-fab solution through its families of proprietary products that
provide critical yield-enhancing information, enabling microelectronic device
manufacturers to drive down costs and time to market. Rudolph has enhanced the
competitiveness of its products in the marketplace by anticipating and
addressing many emerging trends driving the semiconductor industry's growth.
Rudolph's strategy for continued technological and market leadership includes
aggressive research and development of complementary metrology and inspection
solutions. Headquartered in Flanders, New Jersey, Rudolph supports its customers
with a worldwide sales and service organization. Additional information can be
found on the Company's website at
www.rudolphtech.com.
Forward Looking Statements
This press
release contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 including, but not limited to,
statements related to our expectations regarding our expenses and revenue
expectations for the fourth quarter of 2008. In some cases, you can identify
those so-called "forward-looking statements" by words such as "may," "will,"
"would," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue," or the negative of those words and other
comparable words. Rudolph wishes to take advantage of the "safe harbor" provided
for by the Private Securities Litigation Reform Act of 1995 and you are
cautioned that actual events or results may differ materially from the
expectations expressed in such forward-looking statements as a result of various
factors, including risks and uncertainties, many of which are beyond the control
of Rudolph. Factors that could cause actual results to differ materially from
the expectations expressed in such forward-looking statements include, but are
not limited to: (1) cyclicality of the semiconductor industry; (2) customer
concentration; (3) introduction of new products by Rudolph's competitors; (4)
sole or limited sources of supply; (5) revenues may be lower than expected; (6)
costs, customer loss and business disruption, including, without limitation,
difficulties in maintaining relationships with employees, customers, clients or
suppliers, may be greater than expected; (7) the industry may be subject to
future regulatory or legislative actions that could adversely affect the
Company; (8) the impact of a slowdown in the overall economy; (9) uncertainty of
the current global political environment; (10) the potential for terrorist
attacks; (11) changes in customer demands for our existing and new products, the
timing, cancellation or delay of customer orders and shipments; (12) the timing
of revenue recognition of shipments and services provided; (13) changes in or an
inability to execute our business strategy; (14) unanticipated manufacturing or
supply problems; (15) changes in tax rules; (16) the assets of Applied
Precision's semiconductor operations and/or RVSI Inspection may not be
integrated into Rudolph successfully, which may result in the Company not
operating as effectively and efficiently as expected or such integration may be
more difficult, time-consuming or costly than expected; (17) revenues following
the acquisitions may be lower than expected; and (18) the expected combination
benefits from the acquisitions may not be fully realized or realized within the
expected time frame. Rudolph cannot guarantee future results, levels of
activity, performance, or achievements. Additional factors that may affect the
future results of Rudolph are set forth in its Form 10-K report for the year
ended December 31, 2007 and other filings with the Securities and Exchange
Commission ("SEC"), which are available at http://www.sec.gov, the SEC's
website, and at the Company's website which is http://www.rudolphtech.com. These
factors are updated from time to time through the filing of reports and
registration statements with the SEC. Rudolph Technologies does not assume any
obligation to update the forward-looking information contained in this press
release.
For more information,
please contact:
Investors:
Steven R. Roth
973.448.4302
steven.roth@rudolphtech.com
Virginia Becker
952.259.1647
virginia.becker@rudolphtech.com
(tables to follow)
RUDOLPH TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) - (Unaudited) |
||||
September 30, | December 31, | |||
2008 | 2007 | |||
|
(Audited) | |||
ASSETS | ||||
Current assets | ||||
Cash and marketable securities | $ 74,231 | $ 73,925 | ||
Accounts receivable, net | 39,438 | 50,015 | ||
Inventories | 72,092 | 70,987 | ||
Prepaid and other assets | 16,125 | 8,700 | ||
Total current assets | 201,886 | 203,627 | ||
Net property, plant and equipment | 18,065 | 16,062 | ||
Intangibles | 235,125 | 236,957 | ||
Other assets | 2,616 | 3,570 | ||
Total assets |
$ 457,692 |
$ 460,216 |
||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
Current liabilities | ||||
Accounts payable and accrued liabilities | $ 13,600 | $ 15,030 | ||
Other current liabilities | 11,933 | 12,299 | ||
Total current liabilities | 25,533 | 27,329 | ||
Non-current liabilities | 10,963 | 8,409 | ||
Total liabilities | 36,496 | 35,738 | ||
Stockholders' equity | 421,196 | 424,478 | ||
Total liabilities and stockholders' equity |
$ 457,692 |
$ 460,216 |
(tables to follow)
RUDOLPH TECHNOLOGIES,
INC. |
||||||||
Three Months Ended |
Nine Months Ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
2008 | 2007 | 2008 | 2007 | |||||
Revenues | $ 38,986 | $ 31,461 | $ 114,612 | $ 127,547 | ||||
Cost of revenues | 22,180 | 15,921 | 64,970 | 60,907 | ||||
Gross profit | 16,806 | 15,540 | 49,642 | 66,640 | ||||
Operating expenses: | ||||||||
Research and development | 8,342 | 6,505 | 24,582 | 23,319 | ||||
Selling, general and administrative | 7,903 | 7,791 | 27,534 | 25,330 | ||||
Amortization | 1,734 | 1,119 | 5,128 | 3,368 | ||||
Total operating expenses | 17,979 | 15,415 | 57,244 | 52,017 | ||||
Operating income (loss) | (1,173) | 125 | (7,602) | 14,623 | ||||
Interest income and other, net | 295 | 1,078 | 847 | 3,034 | ||||
Provision (benefit) for income taxes | (430) | (185) | (2,676) | 5,254 | ||||
Net income (loss) |
$ (448) |
$ 1,388 |
$ (4,079) |
$ 12,403 |
||||
Net income (loss) per share: | ||||||||
Basic | $ (0.01) | $ 0.05 | $ (0.13) | $ 0.43 | ||||
Diluted | $ (0.01) | $ 0.05 | $ (0.13) | $ 0.42 | ||||
Weighted average shares outstanding: | ||||||||
Basic | 30,781 | 29,152 | 30,591 | 29,099 | ||||
Diluted | 30,781 | 29,250 | 30,591 | 29,265 |
(table to follow)
RUDOLPH
TECHNOLOGIES, INC. RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (In thousands, except per share amounts) - (Unaudited) |
||||||||
Three Months Ended |
Nine Months Ended | |||||||
September 30, | September 30, | September 30, | September 30, | |||||
2008 | 2007 | 2008 | 2007 | |||||
GAAP operating income (loss) | $ (1,173) | $ 125 | $ (7,602) | $ 14,623 | ||||
Non-GAAP adjustments: | ||||||||
Acquisition expenses (1) | 965 | - | 2,982 | - | ||||
Amortization | 1,734 | 1,119 | 5,128 | 3,357 | ||||
Restructuring expense (2) | 1,082 | 197 | 1,763 | 197 | ||||
Share-based compensation | 955 | 717 | 2,551 | 2,285 | ||||
Total non-GAAP adjustments | 4,736 | 2,033 | 12,424 | 5,839 | ||||
Non-GAAP operating income |
$ 3,563 |
$ 2,158 |
$ 4,822 |
$ 20,462 |
||||
GAAP net income (loss) | $ (448) | $ 1,388 | $ (4,079) | $ 12,403 | ||||
Total non-GAAP adjustments | 4,736 | 2,033 | 12,424 | 5,839 | ||||
Income tax effect of non-GAAP | ||||||||
adjustments @ 35% tax rate | (1,658) | (712) | (4,348) | (2,044) | ||||
Non-GAAP net income |
$ 2,630 |
$ 2,709 |
$ 3,997 |
$ 16,198 |
||||
Non-GAAP net income per share: | ||||||||
Basic | $ 0.09 | $ 0.09 | $ 0.13 | $ 0.56 | ||||
Diluted | $ 0.09 | $ 0.09 | $ 0.13 | $ 0.55 | ||||
(1) During the three months ended September 30, 2008, the Company recorded acquisition expenses of $1.0 million for purchase accounting charges. During the nine months ended September 30, 2008, the Company recorded acquisition expenses of $3.0 million for purchase accounting charges, integration costs and stay bonuses.
(2) During the three months ended September 30, 2008, the Company recorded restructuring expenses of $1.1 million for severance and a write-down of capitalized software projects. During the nine months ended September 30, 2008, the Company recorded restructuring expenses $1.8 million, for severance, a write-down of capitalized software projects and a write-down of an obsolete product line. In the third quarter of 2007, the Company recorded restructuring expenses of $197 thousand related to severance cost.
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