-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V/sw3wG1O51kCQ1dDlHLVCiIiTWZj2SvOpN3/lcncIV6icrUIM2eAhp4nBmNPCoq ats0uy3kmO0gKPzoPcgStw== 0001157523-04-000626.txt : 20040127 0001157523-04-000626.hdr.sgml : 20040127 20040127160245 ACCESSION NUMBER: 0001157523-04-000626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NPTEST HOLDING CORP CENTRAL INDEX KEY: 0001261686 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50503 FILM NUMBER: 04546456 MAIL ADDRESS: STREET 1: 150 BAYTECH DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 a4558328.txt NPTEST HOLDING CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 reported) January 27, 2004 ---------------- NPTest Holding Corporation ---------------------------------------------------- (Exact name of registrant as specified in its chapter) Delaware 000-50503 37-1469466 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 150 Baytech Drive, San Jose, California 95134 --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (408) 586-8200 -------------- N/A ----------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7: Financial Statements and Exhibits (c) Exhibits Exhibit Number Description - -------------- ----------- 99.1 Earnings Press Release, dated January 27, 2004 ITEM 12: RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 27, 2004, NPTest Holding Corporation issued a press release announcing its financial results for the fourth-quarter and fiscal period ended December 31, 2003. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in this report, including the exhibit, shall not be deemed incorporated by reference into NPTest Holding Corporation's filings with the SEC under the Securities Act of 1933 and shall not be deemed to be "filed" with the SEC under the Securities Exchange Act of 1934. 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. Date: January 27, 2004 NPTEST HOLDING CORPORATION By: /s/ David B. Mullin ----------------------------- David B. Mullin Vice President of Finance & Chief Financial Officer EX-99 3 a4558328ex991.txt NPTEST HOLDING CORPORATION PRESS RELEASE Exhibit 99.1 NPTest Reports Results for Fourth Quarter And Fiscal Year 2003 SAN JOSE, Calif.--(BUSINESS WIRE)--Jan. 27, 2004--NPTest Holding Corporation ("NPTest" or the "Company", Nasdaq:NPTT), a leading provider of test and diagnostic products and services for the semiconductor industry, reported its financial results for the fourth quarter and fiscal period ended December 31, 2003. NPTest Holding Corporation was incorporated on June 20, 2003 for the purpose of acquiring NPTest, Inc. from Schlumberger Limited and did not have any operations prior to July 29, 2003. All financial data for periods prior to July 29, 2003 are derived from the combined financial statements of NPTest Inc., as included in the Company's Form S-1 registration statement filed with the SEC. Revenues for the quarter were $55.0 million, up 11% from $49.5 million in the fourth quarter 2002. Net loss attributable to common shareholders was $68.9 million, or $5.94 per share on a GAAP basis, versus a net profit of $5.7 million in the fourth quarter 2002. The net loss this quarter included special charges of $74.4 million associated with the acquisition of NPTest, Inc. by NPTest Holding Corporation from Schlumberger in July, and the subsequent initial public offering (IPO) in December. On a non GAAP basis the operating loss was $3.2 million and net loss was $1.4 million for the quarter. For calendar year 2003, revenues were $231.1 million compared to $243.5 million in fiscal year 2002. Net loss attributable to common shareholders was $81.5 million. The net loss in 2003 included special charges of $96.0 million associated with the Acquisition and IPO. On a non GAAP basis the operating income was approximately $600,000 and net income was $2.1 million for the year. The Company finished the year with $93.7 million in cash and no debt. NPTest Inc. had a cash balance of $4.3 million at June 30, 2003. This increase in cash balance at the end of the year included $61.9 million from the proceeds of the IPO with the balance primarily from cash generated by the Company. "We successfully completed our IPO in December, resulting in an improved capital structure for the company," commented Ashok Belani, NPTest president and chief executive officer. "We achieved significant results against our strategic objectives in 2003, including the launch of our new test platform--Sapphire NP, the diversification of our customer base, and maintaining an operating profit and generating cash during the industry down cycle. Sapphire NP has already created opportunities with both existing and new customers, with several systems already shipped and more in backlog." Belani concluded, "We are very optimistic about the outlook for NPTest in 2004." Conference Call/Webcast Details NPTest will hold its conference call to discuss these results today, Tuesday January 27, 2004, at 4.30pm ET. The call will be simulcast via the NPTest web site at www.nptest.com under the "Investor Relations - Events" section. A replay of the call will be available via phone and web site through February 10, 2004. The replay number is (800) 642-1687 - or (706) 645-9291 for outside the U.S. and Canada - passcode is 5034323. A replay will also be available on the NPTest web site www.nptest.com under the Investor Relations Events section. About NPTest NPTest designs, develops and manufactures advanced semiconductor test and diagnostic systems and provides related services for the semiconductor industry. NPTest customers include integrated device manufacturers, foundries, fabless companies and assembly and test subcontractors worldwide. NPTest products and services enable companies to bring their increasingly complex integrated circuits, or ICs, to market faster at lower cost and without compromising IC quality. The NPTest business traces its history back to 1965 when Fairchild Semiconductor established an automated test equipment division. NPTest is headquartered in San Jose, California, USA. Additional information is available at www.nptest.com. GAAP vs non GAAP Results In addition to disclosing results that are determined in accordance with GAAP, NPTest also discloses non GAAP results of operations that exclude certain charges and credits. NPTest reports non GAAP results in order to better assess and reflect operating performance. These results are provided as a complement to results provided in accordance with GAAP. Management believes the non GAAP measure helps indicate underlying trends in the NPTest business, and management uses non GAAP measures to plan and forecast future periods, and to establish operational goals. Earnings guidance is being provided on a GAAP basis. Non GAAP information is not determined using GAAP and should not be considered superior to or as a substitute for GAAP measures or data prepared in accordance with GAAP. Furthermore non GAAP information may not be comparable across companies, as other companies may use different non GAAP adjustments. Safe Harbor Statement Statements in this press release other than statements of historical fact are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company's future results could differ materially from the expectations discussed herein. Factors that could cause or contribute to such differences include general economic and political uncertainty, conditions in the semiconductor industry, changes in the conditions affecting our target markets, manufacturing utilization, fluctuations in customer demand, raw material costs and availability, timing and success of new products, competitive conditions in the semiconductor industry, and risks associated with international operations including fluctuations in foreign currencies. For a more comprehensive discussion of risks and uncertainties relating to our business, please read the discussions of these risks in the Company's Form S-1 registration statement filed with the SEC. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release. In the following tables and text, all numbers are denoted in thousands unless otherwise indicated. Table 1. Condensed Consolidated Statement of Operations (GAAP) - ------------------------------------------------------------- Period from June 20 (date Three Months of inception) Ending to December 31, Dollars in Thousands, except December 31, for per share amounts 2003 2002 2003 NPTest NPTest, Holding Inc. Net revenue 55,011 49,543 101,193 Cost of net revenue 43,206 30,640 75,134 Gross Margin 11,805 18,903 26,059 Operating expenses Research and development 10,316 10,323 18,590 In-process research and development 0 0 5,000 Selling, general and administrative 18,020 10,503 26,313 Gain on curtailment of pension and employee benefits 0 (8,667) 0 Total operating expenses 28,336 12,159 49,903 Operating income (loss) (16,531) 6,744 (23,844) Interest income (expense), net (8,031) 0 (9,369) Exchange gain (loss), net (245) (97) (486) Total Other Inc./(Exp) (8,276) (97) (9,855) Income (Loss) Before Taxes (24,807) 6,647 (33,699) Income tax benefit (expense) 8,982 (990) 10,473 Income (Loss) After Taxes (15,825) 5,657 (23,226) Dividend on Cumulative Redeemable Preferred Stock (53,072) 0 (54,528) Net income (loss) attributable to Common Shares (68,897) 5,657 (77,754) Basic and diluted net loss per common share ($5.94) - ($10.51) Weighted average shares in net loss per share calculation 11,600,926 - 7,395,308 The following is a reconciliation of GAAP net loss to non GAAP net income (loss): GAAP Loss before income tax (24,807) 6,647 Dividend on Cumulative Redeemable Preferred Stock (53,072) 0 GAAP Loss before income tax with impact of charge related to Cumulative Redeemable Preferred Stock (77,879) 6,647 (1) Interest and charges on Cumulative Mandatory 53,072 0 Redeemable Preferred Stock (2) Interest Expense and financing cost on $75M term loan. 5,720 0 (3) Advisory Fees 5,419 0 (4) Amortization of Identified Intangibles 5,266 0 (5) Amortization of tangible assets written up to market 1,761 0 (6) IPO Charges not capitalized against IPO proceeds 727 0 (7) Interest and charges on Mandatory Redeemable Preferred Shares. 2,318 0 (8) Divestiture & Retention Bonuses Paid 125 0 (9) Gain on curtailment 0 (8,667) (10) Write-off of In-Process Technology 0 0 Subtotal Changes 74,408 (8,667) non GAAP Income (Loss) before income tax (3,471) (2,020) non GAAP income tax Expense (Benefit) 2,024 927 non GAAP Net Income (Loss) (1,447) (1,093) Table 2. Condensed Consolidated Statement of Operations (GAAP) - -------------------------------------------------------------- A(GAAP) B(GAAP) Combined NPTest,Inc. NPTest, NPTest (A+B) 12 Inc. Holding months Dollars in Thousands, except for Jan 1 June 20 Jan 1 ended per share amounts to to to Dec 31, July 29 Dec 31, Dec 31 2003 2003 2003 2002 Net revenue 129,870 101,193 231,063 243,491 Cost of net revenue 80,629 75,134 155,763 148,193 Gross Margin 49,241 26,059 75,300 95,298 Operating expenses Research and development 29,017 18,590 47,607 36,573 Inprocess research and development 0 5,000 5,000 0 Selling, general and administrative 27,877 26,313 54,190 49,652 Gain on curtailment of pension and employee benefits 0 0 0 (8,667) Total operating expenses 56,894 49,903 106,797 77,558 Operating income (loss) (7,653) (23,844) (31,497) 17,740 Interest income (expense), net 0 (9,369) (9,369) 0 Exchange gain (loss), net (473) (486) (959) (1,147) Total Other Inc./(Exp) (473) (9,855) (10,328) (1,147) Income (Loss) Before Taxes (8,126) (33,699) (41,825) 16,593 Income tax benefit (expense) 4,355 10,473 14,828 (2,117) Income(Loss) After Taxes (3,771) (23,226) (26,997) 14,476 Dividend on Cumulative Redeemable Preferred Stock 0 (54,528) (54,528) 0 Net income (loss) attributable to Common Shares (3,771) (77,754) (81,525) 14,476 The following is a reconciliation of GAAP net loss to non GAAP net income (loss): GAAP Loss before income tax (41,825) 16,593 Dividend on Cumulative Redeemable Preferred Stock (54,528) 0 GAAP Loss before income tax with impact of charge (96,353) 16,593 related to Cumulative Redeemable Preferred Stock (1) Interest and charges on Cumulative Mandatory Redeemable Preferred Stock 54,528 0 (2) Interest Expense and financing cost on $75M term loan. 6,353 0 (3) Advisory Fees 5,764 0 (4) Amortization of Identified Intangibles 8,058 0 (5) Amortization of tangible assets written up to market 4,686 0 (6) IPO Charges not capitalized against IPO proceeds 727 0 (7) Interest and charges on Mandatory Redeemable Preferred Shares. 3,031 0 (8) Divestiture & Retention Bonuses Paid 7,884 0 (9) Gain on curtailment 0 (8,667) (10) Write-off of In-Process Technology 5,000 0 Subtotal Changes 96,031 (8,667) non GAAP Income (Loss) before income tax (322) 7,926 non GAAP income tax Expense (Benefit) 2,457 (357) non GAAP Net Income (Loss) 2,135 7,569 Table 3. Condensed Consolidated Statement of Operations (non GAAP) - ----------------------------------------------------------------- Twelve Three Months Ref: Table2, months Ending col.3 ended Dollars in Thousands, except December 31, Jan 1 to December for per share amounts Dec 31 31, 2003 2002 2003 2002 non GAAP financials as NPTest NPTest, NPTest, adjusted for special charges: Holding Inc. Inc. Net revenue 55,011 49,543 231,063 243,491 Cost of net revenue 36,242 30,640 141,363 148,193 Gross Margin 18,769 18,903 89,700 95,298 Operating expenses Research and development 10,316 10,323 45,377 36,573 Selling, general and administrative 11,686 10,503 43,701 49,652 Total operating expenses 22,002 20,826 89,078 86,225 Operating income (loss) (3,233) (1,923) 622 9,073 Interest income (expense), net 7 0 15 0 Exchange gain (loss), net (245) (97) (959) (1,147) Total Other Inc./(Exp) (238) (97) (944) (1,147) Income (Loss) Before Taxes (3,471) (2,020) (322) 7,926 Income tax benefit (expense) 2,024 927 2,457 (357) Income(Loss) After Taxes (1,447) (1,093) 2,135 7,569 Basic and Diluted net income (Loss) per common shares (0.12) Weighted average shares in net loss per share calculation 11,600,926 4th Quarter Activity (1) The charge for accelerated amortization of issuance costs and the Beneficial Conversion Feature associated with exchanging the convertible mandatory redeemable preferred stock of NPTest Holding Corporation for our common stock of approximately $53,072 includes: -- $51,761 in accretion of financing costs and BCF; and -- $1,311 in dividends through December 16, 2003. In the GAAP Statement of Operations, the $53,072 charge is reported in its own line under Dividend on Convertible Mandatory Redeemable Preferred Stock. (2) The charge for the accelerated amortization of deferred financing costs plus any accrued Interest from October 1, 2003 through December 16, 2003 the repayment of our $75.0 million term loan of $5,720 includes: -- $5,280 in accelerated amortization of deferred financing costs; and -- $440 in accrued interest from October 1, 2003. In the GAAP Statement of Operations, the $5,720 charge is classified as Interest Expense. (3) The charge for advisory fees of approximately $5,419 includes: -- $5,000 in a one time payment due under the amended Advisory Agreement; and -- $419 as the amount due in the period under the pre-existing Advisory Agreement. In the GAAP Statement of Operations, the $5,419 charge is included in the line Selling, General & Administrative expenses. (4) The charge for the amortization of identifiable intangible assets of $5,266 includes: -- $4,709 in amortization of Backlog; -- $503 in amortization of core technology; and -- $54 in amortization of Customer Relationships. In the GAAP Statement of Operations, the $5,266 charge is included in the cost of net revenue. (5) The increase in the charge for depreciation of property plant and equipment as a result of our acquisition of NPTest, Inc. and the increase in cost of net product revenue resulting from the write-up to fair value of our inventory, totaling $1,761 included: -- $940 in increased inventory charges related to the write-up of work in process inventories; -- $568 in increased inventory charges related to the write-up of Finished Goods Inventories; -- $103 in increased inventory charges related to the write-up of Spare Parts Inventories; and -- $150 in depreciation of the write-up of plant property & equipment as a result of the acquisition. In the GAAP Statement of Operations, $1,698 of this charge is included in the cost of net revenue and $63 is included in Selling, General & Administrative expenses. (6) The charge for accounting, legal and other expenses related to the IPO (not capitalized against the proceeds of the IPO) of $727 include: -- $494 in accounting services; -- $180 in tax consulting services; -- $36 in Legal Services; and -- $17 in Other Services. In the GAAP Statement of Operations the $727 charge was included in Selling, General & Administrative expenses. (7) The charge for dividends and accretion on the mandatory redeemable preferred stock of NPTest Capital Corporation of $2,318 was charged to interest expense included: -- $1,336 in accelerated amortization of deferred financing costs; and -- $982 in accrued interest from October 1, 2003 to December 16, 2003. In the GAAP Statement of Operations, the $2,318 was included in interest income (expense) net. (8) The charge for the amortization of a retention bonus of $125 was included in Selling, General & Administrative expenses (see note 8. below for the year activity). (9) The gain on the curtailment of pension and employee benefits recognized in the fourth quarter of 2002 resulted when Schlumberger terminated the participation of NPTest, Inc. employees in both the Schlumberger Pension Plan and the US Group Health Care Plan and Trust effective December 31, 2002. Upon termination of NPTest, Inc.'s participation, Schlumberger also assumed the liabilities as of December 31, 2002 relating to these plans and any future obligations relating to these liabilities. NPTest Inc. therefore recorded a curtailment gain of $8.667 as of December 31, 2002. In the GAAP Statement of Operations, the $8,667 gain was reported in its own line titled Gain on Curtailment of Pension and Employee Benefits. Year Activity (1) The charge for accelerated amortization of issuance costs and the Beneficial Conversion Feature associated with exchanging the convertible mandatory redeemable preferred stock of NPTest Holding Corporation for our common stock of approximately $54,528 includes: -- $52,161 in accretion of financing costs and Beneficial Conversion Feature; and -- $2,367 in dividends through December 16, 2003. In the GAAP Statement of Operations, the $54,528 charge is reported in its own line under Dividend on Convertible Mandatory Redeemable Preferred Stock. (2) The charge for the accelerated amortization of deferred financing costs plus any accrued interest from October 1, 2003 through the repayment of our $75.0 million term loan of $6,353 includes: -- $5,575 in accelerated amortization of deferred financing costs; and -- $778 in accrued interest from October 1, 2003. In the GAAP Statement of Operations, the $6,353 charge is classified as Interest Expense. (3) The charge for advisory fees of approximately $5,764 in advisory fees includes: -- $5,000 in a one time payment due under the amended Advisory Agreement; and -- $764 as the amount due in the period under the pre-existing Advisory Agreement. In the GAAP Statement of Operations, the $5,764 charge is included in the line Selling, general and administrative expenses. (4) The charge for the amortization of identifiable intangible assets of $8,058 includes: -- $7,117 in amortization of Backlog; -- $850 in amortization of Core Technology; and -- $91 in amortization of Customer Relationships. In the GAAP Statement of Operations, the $8,058 charge is included in cost of net revenue. (5) The increase in the charge for depreciation of property plant and equipment as a result of our acquisition of NPTest, Inc. and the increase in cost of net product revenue resulting from the write-up to fair value of our inventory, totaling $4,686 included: -- $3,084 in increased inventory charges related to the write-up of Work in Process Inventories; -- $1,013 in increased inventory charges related to the write-up of Finished Goods Inventories; -- $388 in increased inventory charges related to the write-up of Spare Parts Inventories; and -- $201 in depreciation of plant property & equipment related to the write-up of Plant Property & Equipment. In the GAAP Statement of Operations, $4,580 is included in cost of net revenue and $106 is included in Selling General and Administrative expenses. (6) The charge for accounting, legal and other expenses related to the IPO (not capitalized against the proceeds of the IPO) of $727 include: -- $494 in accounting services; -- $180 in tax consulting services; -- $36 in Legal Services; and -- $17 in Other Services. In the GAAP Statement of Operations, $727 was included in Selling, General & Administrative expenses. (7) The charge for dividends and accretion on the mandatory redeemable preferred stock of NPTest Capital Corporation of $3,031 was charged to interest expense and included: -- $1,545 in accelerated amortization of deferred financing costs; and -- $1,486 in accrued interest from October 1, 2003 In the GAAP Statement of Operations, the $3,031 was included in interest income (expense) net. (8) The charge for the payment of divestiture bonuses and the amortization of a retention bonus totaling $7,884 included: -- $7,673 in Divestiture Bonuses; and -- $211 in the amortization of a retention bonus. In the GAAP Statement of Operations, $1,762 was charged to cost of net revenue, $2,230 was charged to Research and Development and $3,892 was charged to Selling, General & Administrative expenses. (9) The gain on the curtailment of pension and employee benefits recognized in the fourth quarter of 2002 resulted when Schlumberger terminated the participation of NPTest, Inc. employees in both the Schlumberger Pension Plan and the US Group Health Care Plan and Trust effective December 31, 2002. Upon termination of NPTest, Inc.'s participation, Schlumberger also assumed the liabilities as of December 31, 2002 relating to these plans and any future obligations relating to these liabilities. NPTest Inc. therefore recorded a curtailment gain of $8,667 as of December 31, 2002. In the GAAP Statement of Operations, the $8,667 gain was reported in its own line titled Gain on curtailment of pension and employee benefits. (10) The one-time charge related to the write-off of in-process research and development in total year 2003 of $5.0 million was included in research and development. Table 4. Condensed Consolidated Balance Sheet - --------------------------------------------- (in $ thousands) December 31, -------------- 2003 Assets Current Assets: Cash and cash equivalents 93,723 Accounts receivable, net of allowance for doubtful accounts 53,185 Inventory 90,143 Deferred income taxes 36,652 Prepaid expenses and other current assets 11,620 -------------- Total Current Assets 285,323 Property, plant and equipment, net 24,378 Goodwill 8,649 Intangible assets 17,243 Deferred Financing costs - Other assets 459 -------------- Total Assets $336,052 -------------- Liabilities and Stockholders' Equity Current Liabilities: Accounts payable 17,638 Accrued liabilities 33,710 Income taxes payable 2,505 -------------- Total Current Liabilities 53,853 Deferred income taxes 6,689 -------------- Total Liabilities 60,542 -------------- Common stock, par value $.001 per share 40 Other comprehensive income (loss) (60) Additional paid-in capital 353,284 Retained earnings/(accumulated deficit) (77,754) -------------- Total Stockholders' equity 275,510 -------------- Total liabilities and stockholders' equity $336,052 NPTest and Sapphire NP are trademarks of NPTest registered or by application with the Patent and Trademark Office, in the U.S. and in other countries. CONTACT: NPTest, Inc. Colin Ritchie, 408-586-6740 (Investor Relations) critchie@nptest.com -----END PRIVACY-ENHANCED MESSAGE-----