8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

April 26, 2012

Cabot Microelectronics Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-30205	36-4324765
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois	60504
(Address of principal executive offices)	(Zip Code)

(630) 375-6631

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02                      Results of Operations and Financial Condition.

On April 26, 2012, Cabot Microelectronics Corporation issued a press release entitled “Cabot Microelectronics Corporation Reports Results for Second Quarter of Fiscal 2012,” a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The press release contains financial and other information including that related to the Company’s second fiscal quarter ended March 31, 2012.  The press release also includes cautionary statements identifying important factors that could cause actual results to differ materially from those described by any forward-looking statements.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01                      Financial Statements and Exhibits.

(c)	Exhibits
	The following exhibit is being furnished, not filed, herewith pursuant to  Item 2.02 of Form 8-K:
	99.1           Press release, dated April 26, 2012, entitled “Cabot Microelectronics Corporation Reports Results for Second Quarter of Fiscal 2012.”

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SIGNATURE

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 hereunto duly authorized.

	CABOT MICROELECTRONICS CORPORATION
Date: April 26, 2012	By:	/s/ WILLIAM S. JOHNSON
		William S. Johnson
		Vice President and Chief Financial Officer
		[Principal Financial Officer]

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INDEX TO EXHIBITS

Exhibit Number	Title
99.1	Press release, dated April 26, 2012, entitled “Cabot Microelectronics Corporation Reports Results for Second Quarter of Fiscal 2012.”

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EX-99.1

EXHIBIT 99.1

PRESS RELEASE

 Contact:

 Trisha Tuntland

 Manager of Investor Relations

 Cabot Microelectronics Corporation

 (630) 499-2600

CABOT MICROELECTRONICS CORPORATION REPORTS

RESULTS FOR SECOND QUARTER OF FISCAL 2012

Revenue of $99.2 Million

Gross Profit Margin of 46.1 Percent of Revenue

EPS of 23 Cents, Including 12 Cents of Certain Adverse Items

Distributed Special Cash Dividend of $15 per Share, or Approximately $347 Million in Total

AURORA, IL, April 26, 2012 – Cabot Microelectronics Corporation (Nasdaq:  CCMP), the world’s leading supplier of chemical mechanical planarization (CMP) polishing slurries and a growing CMP pad supplier to the semiconductor industry, today reported financial results for its second quarter of fiscal 2012, which ended March 31, 2012.  The financial results are consistent with the preliminary financial performance discussed in the company’s press release of April 16, 2012.

Total revenue during the second fiscal quarter was $99.2 million.  This reflects a decrease of 9.5 percent compared to the same quarter last year and a decrease of 2.8 percent compared to the prior quarter on continued softness in demand within the semiconductor industry, coupled with traditional seasonal weakness periodically experienced by the company during its second fiscal quarter of the year.  The company achieved a gross profit margin of 46.1 percent of revenue in the second fiscal quarter and diluted earnings per share of $0.23.  Earnings per share for the quarter include an adverse impact of approximately $0.12 per share due to an increase in bad debt expense related to a customer bankruptcy and costs related to the company’s leveraged recapitalization with a special cash dividend.  The special cash dividend of $15 per share, or approximately $347 million, was distributed on March 1, 2012.  Approximately half of the special cash dividend was funded from the company’s cash balance, with the other half from a term loan that is part of the new credit facility closed by the company in February, 2012.  The company’s balance sheet reflects a cash balance of $155.1 million and $175 million of new debt outstanding as of March 31, 2012.

“While our financial results for the quarter were impacted by continued softness in industry demand, progress across key strategic initiatives was highlighted by strong sequential growth in both our CMP polishing pads and data storage slurry businesses, and strong year over year revenue growth in South Korea,” said William Noglows, Chairman and CEO of Cabot Microelectronics.  “Looking forward, we are optimistic about expected strengthening in overall semiconductor industry demand during the second half of our fiscal year.  Industry reports generally indicate that IC inventories have returned to normal levels, fab utilization rates are improving and semiconductor manufacturers are adding capacity at advanced nodes.  We believe these industry trends coupled with the continued successful execution of our business strategies will position us well to capitalize on growth opportunities in the future.”

Key Financial Information

Total second fiscal quarter revenue of $99.2 million represents a 9.5 percent decrease from the $109.7 million reported in the same quarter last year and a 2.8 percent decrease from $102.1 million last quarter.  The company believes that these decreases in revenue primarily reflect continued soft demand within the global semiconductor industry, coupled with traditional seasonal weakness.  Compared to the same quarter last year, revenue from all of the company’s business areas except CMP polishing pads decreased; however, revenue in South Korea increased by approximately 23 percent.  Compared to the prior quarter, revenue for the company’s pads and data storage slurry businesses each increased approximately 15 percent, while revenue for all other business areas decreased.  Year to date, revenue of $201.4 million represents a decrease of 10.1 percent from the prior year, reflecting generally softer industry demand conditions this year compared to last.  Year to date, the company’s revenue in South Korea increased by approximately 25 percent.

Gross profit, expressed as a percentage of revenue, was 46.1 percent this quarter, which is lower than the 48.1 percent of revenue reported in the same quarter a year ago and 48.3 percent last quarter.  Compared to the year ago quarter, gross profit percentage decreased primarily due to lower production volumes, higher fixed manufacturing costs and selective price reductions, partially offset by lower variable manufacturing costs.  The decrease in gross profit percentage versus the previous quarter was primarily due to lower production volumes and higher variable manufacturing costs.  Year to date, gross profit represented 47.2 percent of revenue, consistent with the company’s full fiscal year guidance for gross profit, which remains unchanged within a range of 46 to 48 percent of revenue.

Operating expenses, which include research, development and technical, selling and marketing, and general and administrative expenses, were $36.7 million in the second fiscal quarter, or $3.4 million higher than the $33.3 million reported in the same quarter a year ago, primarily due to a $3.7 million increase in the reserve for bad debt expense related to Elpida Memory, Inc., a significant customer in Japan that recently filed for bankruptcy protection.  Operating expenses were $2.7 million higher than the $34.0 million reported in the previous quarter, primarily due to the increase in the reserve for bad debt expense, partially offset by lower professional fees, including costs associated with the company’s recent leveraged recapitalization with a special cash dividend.  Operating expenses this quarter include approximately $0.8 million of costs associated with the leveraged recapitalization with a special cash dividend.

Year to date, total operating expenses were $70.7 million.  The company’s full year guidance for operating expenses remains unchanged at $135 million to $140 million.

Net income for the quarter was $5.5 million, or 57.8 percent lower than the $13.1 million reported in the same quarter last year and 46.9 percent lower than the $10.4 million in the previous quarter, primarily due to the lower level of sales, lower gross profit margin, increase in operating expense and a higher effective tax rate.  Year to date, net income of $15.9 million was down 46.1 percent compared to the prior year.

Diluted earnings per share were $0.23 this quarter, which includes the adverse impact of approximately $0.10 related to the increase in the reserve for bad debt expense and $0.02 due to costs associated with the leveraged recapitalization with a special cash dividend.  This is down from $0.55 reported in the second quarter of fiscal 2011 and down from $0.45 reported in the previous quarter.  Year to date, diluted earnings per share of $0.68 are down 46.1 percent compared to last year.

CONFERENCE CALL

Cabot Microelectronics Corporation’s quarterly earnings conference call will be held today at 9:00 a.m. Central Time.  The conference call will be available via live webcast and replay from the company’s website, www.cabotcmp.com, or by phone at (866) 730-5762.  Callers outside the U.S. can dial (857) 350-1586.  The conference code for the call is 16718990.  A transcript of the formal comments made during the conference call will also be available in the Investor Relations section of the company’s website.

ABOUT CABOT MICROELECTRONICS CORPORATION

Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and a growing CMP pad supplier to the semiconductor industry.  The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  The company's mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today's challenges and help enable tomorrow's technology.  Since becoming an independent public company in 2000, the company has grown to approximately 1,000 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Manager of Investor Relations at 630-499-2600.

SAFE HARBOR STATEMENT

This news release may include statements that constitute “forward looking statements” within the meaning of federal securities regulations.  These forward-looking statements include statements related to:  future sales and operating results; company and industry growth, contraction or trends; growth or contraction of the markets in which the company participates; international events, regulatory or legislative activity, or various economic factors; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; natural disasters; the acquisition of or investment in other entities; uses and investment of the company’s cash balance; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company’s capital structure; and the construction and operation of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics’ filings with the Securities and Exchange Commission (SEC), that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see "Risk Factors" in the company's quarterly report on Form 10-Q for the quarter ended December 31, 2011 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2011, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited and amounts in thousands, except per share amounts)
	Quarter Ended						Six Months Ended
	March 31,		December 31,		March 31,		March 31,		March 31,
	2012		2011		2011		2012		2011
Revenue	$	99,236	$	102,122	$	109,660	$	201,358	$	223,865
Cost of goods sold		53,442		52,843		56,927		106,285		113,701
Gross profit		45,794		49,279		52,733		95,073		110,164
Operating expenses:
Research, development & technical		14,071		13,755		14,919		27,826		28,775
Selling & marketing		7,434		7,336		6,791		14,770		14,271
General & administrative		15,177		12,901		11,567		28,078		23,243
Total operating expenses		36,682		33,992		33,277		70,674		66,289
Operating income		9,112		15,287		19,456		24,399		43,875
Interest expense		354		39		37		393		81
Other income (expense), net		97		104		683		201		(208	)
Income before income taxes		8,855		15,352		20,102		24,207		43,586
Provision for income taxes		3,325		4,937		7,010		8,262		14,002
Net income	$	5,530	$	10,415	$	13,092	$	15,945	$	29,584
Basic earnings per share	$	0.24	$	0.46	$	0.57	$	0.70	$	1.29
Weighted average basic shares outstanding		22,768		22,508		23,032		22,624		22,857
Diluted earnings per share	$	0.23	$	0.45	$	0.55	$	0.68	$	1.26
Weighted average diluted shares outstanding		23,780		22,926		23,693		23,378		23,395

CABOT MICROELECTRONICS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited and amounts in thousands)
	March 31,		September 30,
	2012		2011
ASSETS:
Current assets:
Cash and cash equivalents	$	155,062	$	302,546
Accounts receivable, net		50,802		52,747
Inventories, net		56,818		56,128
Other current assets		15,855		18,984
Total current assets		278,537		430,405
Property, plant and equipment, net		125,751		130,791
Other long-term assets		71,417		67,033
Total assets	$	475,705	$	628,229
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current liabilities:
Accounts payable	$	14,134	$	22,436
Current portion of long-term debt		8,750		-
Capital lease obligations		7		10
Accrued expenses and other current liabilities		21,301		33,104
Total current liabilities		44,192		55,550
Long-term debt, net of current portion		166,250		-
Capital lease obligations, net of current portion		-		2
Other long-term liabilities		6,673		6,323
Total liabilities		217,115		61,875
Stockholders' equity		258,590		566,354
Total liabilities and stockholders' equity	$	475,705	$	628,229