EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

LOGO

Brian Smith

ESI

503-672-5760

 

FOR RELEASE on October 22, 2008 at 1:05 p.m. Pacific Time   

ESI ANNOUNCES SECOND QUARTER FISCAL 2009 RESULTS

PORTLAND, ORE.—October 22, 2008— Electro Scientific Industries, Inc. (NASDAQ:ESIO), a leading provider of world-class photonic and laser microengineering systems, today announced results for its fiscal 2009 second quarter, representing the three-month period ended September 27, 2008. Financial measures are provided on both a GAAP and non-GAAP basis, which excludes the impact of purchase accounting, equity compensation, restructuring costs, and non-recurring items.

Second quarter revenues were $49.6 million, representing a 23% decrease from the first quarter. Net loss for the quarter was $0.7 million or $0.02 per share, compared to a net loss of $2.8 million or $0.10 per share in the prior quarter. Excluding the impact of purchase accounting, equity compensation and restructuring costs, non-GAAP net income was $1.3 million or $0.05 per diluted share, down from $2.5 million or $0.09 per diluted share in the first quarter of fiscal 2009.

“Weakening economic, credit, and market conditions impacted our orders and sales this quarter,” noted Nick Konidaris, President and CEO. “However, improved gross margins and tight control of operating expenses allowed us to deliver earnings on a non-GAAP basis that were at the high end of our original expectations.”

Second quarter orders were $37.6 million, down 37% from the first quarter, reflecting global economic weakness and further contraction in the semiconductor memory market. “The global financial crisis has put additional pressure on most of our markets. Weakening consumer demand for electronics products exacerbated the overcapacity condition of our customers, particularly for memory repair, driving down average device selling prices and weighing on their profitability and capital spending. Interconnect and micromachining orders were strong, but down from the record level received in the first quarter,” Konidaris added.


Gross Margins were 42.5%, up from 39.5% in the first quarter. Operating expenses fell by over $2 million sequentially to $23.4 million, the result of continued efforts to lower the company’s cost structure. Konidaris stated, “Consistent with the overall market conditions, we took additional actions during the quarter to reduce our cost structure, which resulted in a restructuring charge of approximately $1.2 million. These actions should enable us to lower our non-GAAP operating breakeven level to approximately $50 million of revenue per quarter and better position us to mitigate the impact of cyclicality in our markets.”

Balance Sheet and Cash Flow

Cash and investments were $166.2 million, including approximately $14.1 million of auction rate securities. Cash provided by operations was $14.3 million for the second quarter, driven primarily by a reduction in working capital. During the quarter we repurchased approximately 94,000 shares of stock for $1.4 million, at an average price of $14.65 per share, as part of our ongoing program to offset dilution.

Merger with Zygo Corporation

On October 16 the company announced that it had signed a merger agreement to acquire Zygo Corporation in an all-stock transaction. The merger is expected to close in the first calendar quarter of 2009. Konidaris added, “The merger of Zygo and ESI positions us to become a premier photonic microengineering and metrology solutions company. It creates a company of greater scale with a more diversified revenue stream, and broadens both our range of capabilities and our addressable market. This transaction is an important step forward in both of our strategies, and it will enable us to access new growth opportunities, leverage economies of scale, and improve profitability as we look ahead to the coming years.”

Contingent upon the close of the merger, the ESI Board of Directors approved an increase to the existing share repurchase authorization to $100 million. The repurchases will be made at management’s discretion in the open market in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price and other factors. “This repurchase program will reduce dilution from the transaction, while retaining flexibility and liquidity in today’s uncertain markets,” added Konidaris.


Q3 2009 Outlook

Looking forward, economic uncertainties, liquidity concerns, and cautious capital spending will continue to weigh on the demand for ESI’s products. As a result, given our backlog we expect third quarter shipments and revenues of $30-40 million and non-GAAP loss per share of between $0.10 and $0.20 excluding the impact of purchase accounting, equity compensation, restructuring costs, and non-recurring items.

Konidaris concluded, “Although visibility is limited and the timing of a recovery is difficult to predict, we believe that overall demand for our products has bottomed out around current levels. We also believe that the underlying demand drivers of miniaturization and complexity of technology and devices remain intact. In the interim, we will continue to focus on improving gross margins, managing our cost structure, and executing our strategy to expand into new markets and applications, as we demonstrated last week with the Zygo merger announcement. We believe this action will create a company that is positioned to leverage its larger scale into expanded growth opportunities and improved profitability.”

The company will hold a conference call today at 5:00 p.m. Eastern Time. The session will include a review of the financial results, operational performance and business outlook, and also a question and answer period.

The conference call can be accessed by calling 888-339-2688 (domestic participants) or 617-847-3007 (international participants). The conference ID number is 25780147. A live audio webcast can be accessed at www.esi.com. Upon completion of the call, an audio replay will be accessible through November 1, 2008 at 888-286-8010 (domestic participants) or 617-801-6888 (international participants), passcode 44162995. The audio replay will also be available on the ESI Web site.

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, equity compensation, restructuring costs, and non-recurring items. 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. 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.

Auction Rate Securities Valuation

Lehman Brothers, the firm holding the company’s auction rate securities, filed for bankruptcy late in the fiscal second quarter and no longer provides the company with valuations of these securities. The company has made a preliminary assessment of the value of its auction rate securities as of the end of the second quarter but has not yet finalized this determination. Based on the finalization of the valuation process, the financial results contained in this press release may differ from those ultimately reported in the company’s Quarterly Report on Form 10-Q.

About ESI

ESI is a pioneer and leading supplier of world-class production laser systems that help its microelectronics customers achieve compelling yield and productivity gains. The company’s industry-leading, application-specific products enhance electronic-device performance in three key sectors—semiconductors, components and electronic interconnect—by enabling precision fine-tuning of device micro-features in high-volume manufacturing environments. Founded in 1944, ESI is headquartered in Portland, Ore. More information is available at www.esi.com.

Forward-Looking Statements

This press release includes forward-looking statements about the markets we serve, shipments and revenue, profitability, growth, gross margins, operating expenses, restructuring expenses, and earnings per share, the merger and expected benefits from the merger. These forward-looking statements are based on information available to us on the date of this release and we assume no obligation to update these forward-looking statements for any reason. Actual results may differ materially from those in the forward-looking statements. Risks and uncertainties that may affect the forward-looking statements include: the risk that expected synergies and cost savings from the merger may not be realized; the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; risks related to integration of Zygo and ESI; the risk that the closing of the merger between ESI and Zygo may not occur; risks related to the relative strength and volatility of the electronics industry-which is dependent on many factors including component prices, global economic strength and political stability, and overall demand for electronic devices (such as capacitors, semiconductor memory devices and advanced electronic packages) used in wireless telecommunications equipment, computers and consumer and automotive electronics; the health of the financial markets and availability of credit for end customers and related effect on the global economy; the volatility associated with the


semiconductor industry which includes the relative level of capacity and demand, and financial strength of the manufacturers; the risk that customer orders may be canceled or delayed; the ability of the company to respond promptly to customer requirements; the ability of the company to develop, manufacture and successfully deliver new products and enhancements; the risk that customer acceptance of new or customized products may be delayed; the ability of the company to achieve anticipated cost reductions and savings; the company’s need to continue investing in research and development; the company’s ability to hire and retain key employees; the company’s ability to create and sustain intellectual property protection around its products; foreign currency fluctuations; the company’s ability to utilize recorded deferred tax assets; taxes, interest or penalties resulting from tax audits; changes in tax laws or the interpretation of such tax laws; and future liquidity and valuation of auction rate securities.

Addition Information about the Merger and Where to Find It

ESI and Zygo intend to file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will include a joint proxy statement/prospectus with respect to the merger and other relevant materials (the “proxy statement/prospectus”). BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS AND INVESTORS OF ESI AND ZYGO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESI, ZYGO AND THE MERGER. Investors and security holders may obtain copies of the proxy statement/prospectus, including the annexes attached to, and the reports incorporated by reference in, the proxy statement/prospectus, and any other related reports and documents filed or to be filed by ESI or Zygo with the SEC relating to the merger, free of charge, at the SEC’s web site at www.sec.gov. Investors and security holders also may obtain these documents free of charge from ESI at the Investor Relations link on ESI’s web site at www.esi.com or by contacting ESI’s Investor Relations at (503) 641-4141. Documents will also be available at the Investor’s link on Zygo’s web site at www.zygo.com, or by contacting Zygo’s Investor Relations at (860) 347-8506.

ESI and Zygo and their respective directors and executive officers may be deemed participants in the solicitation of proxies from security holders in connection with this transaction. Information about the directors and executive officers of ESI and Zygo and information about other persons who may be deemed participants in the merger transaction will be included in the proxy statement/prospectus. Information about ESI’s executive officers and directors is included in ESI’s proxy statement (DEF14A) filed with the SEC on June 27, 2008. Information about Zygo’s officers and directors is included in Zygo’s proxy statement (DEF14A) filed with the SEC on October 5, 2007 and Zygo’s annual report (Form 10-K) filed with the SEC on September 15, 2008. Free copies of these documents can be obtained from the SEC or from ESI and Zygo using the contact information above. In addition, directors and executive officers of Zygo may have direct or indirect interests in the merger due to securities holdings, vesting of options, or rights to severance payments if their employment is terminated following the merger. Additional information regarding ESI, Zygo, and the interests of their respective executive officers and directors in the merger will be contained in the proxy statement/prospectus.


ESI Announces Second Quarter Fiscal 2009 Results

Electro Scientific Industries, Inc.

Second Quarter Fiscal 2009 Results

(In thousands, except per share data)

(Unaudited)

 

      Fiscal Quarter Ended
Operating Results:    Sept. 27, 2008     Sept. 29, 2007

Net sales

   $ 49,610     $ 82,318

Cost of sales

     28,538       45,509
              

Gross profit

     21,072       36,809

Operating expenses:

    

Selling, service and administrative

     14,474       15,380

Research, development and engineering

     8,892       11,093

Write-off of acquired in-process research & development

     —         2,800
              

Total operating expenses

     23,366       29,273
              

Operating (loss) income

     (2,294 )     7,536

Interest and other income, net

     1,117       2,060
              

(Loss) income before income taxes

     (1,177 )     9,596

(Benefit from) provision for income taxes

     (512 )     4,066
              

Net (loss) income

   $ (665 )   $ 5,530
              

Net (loss) income per share - basic

   $ (0.02 )   $ 0.20
              

Net (loss) income per share - diluted

   $ (0.02 )   $ 0.19
              

-continued-

13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141


ESI Announces Second Quarter Fiscal 2009 Results

Electro Scientific Industries, Inc.

Second Quarter Fiscal 2009 Results

(Amounts in thousands)

(Unaudited)

 

Financial Position As Of:    Sept. 27, 2008     March 29, 2008  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 147,043     $ 141,059  

Investments

     5,103       2,011  
                

Total cash and investments

     152,146       143,070  

Trade receivables, net

     49,204       60,272  

Inventories

     92,263       101,501  

Shipped systems pending acceptance

     1,385       2,583  

Deferred income taxes, net

     14,761       14,906  

Other current assets

     7,623       7,822  
                

Total current assets

     317,382       330,154  

Non-current investments

     14,084       17,835  

Property, plant and equipment, net

     45,888       47,962  

Non-current deferred income taxes, net

     5,999       1,026  

Goodwill

     12,728       12,267  

Acquired intangible assets, net

     8,950       10,261  

Other assets

     35,659       36,107  
                

Total assets

   $ 440,690     $ 455,612  
                

Liabilities and shareholders’ equity

    

Current liabilities:

    

Accounts payable

   $ 10,623     $ 17,604  

Accrued liabilities

     21,379       25,300  

Deferred revenue

     11,219       12,583  
                

Total current liabilities

     43,221       55,487  

Non-current income taxes payable

     8,458       7,885  

Shareholders’ equity:

    

Preferred and common stock

     131,064       131,417  

Retained earnings

     258,712       262,135  

Accumulated other comprehensive loss

     (765 )     (1,312 )
                

Total shareholders’ equity

     389,011       392,240  
                

Total liabilities and shareholders’ equity

   $ 440,690     $ 455,612  
                

End of period shares outstanding

     26,995       27,112  
                

Total cash and investments

   $ 166,230     $ 160,905  
                

-continued-

13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141


ESI Announces Second Quarter Fiscal 2009 Results

Electro Scientific Industries, Inc.

Analysis of Second Quarter Fiscal 2009 Results

(Dollars and shares in thousands)

(Unaudited)

 

     Fiscal Quarter Ended  
     Sept. 27, 2008     Sept. 29, 2007  

Sales detail:

    

Semiconductor Group

   $ 12,520     $ 38,176  

Passive Components Group

     6,719       23,791  

Interconnect Micro-Machining Group

     30,371       20,351  
                

Total

   $ 49,610     $ 82,318  
                

Gross margin %

     42 %     45 %

Selling, service and administration expense %

     29 %     19 %

Research, development and engineering expense %

     18 %     13 %

Operating (loss) income %

     -5 %     9 %

Effective tax rate %

     44 %     42 %

Average shares outstanding - basic

     27,035       28,161  

Average shares outstanding - diluted

     27,035       28,647  

End of period employees

     703       796  

-continued-

13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141


ESI Announces Second Quarter Fiscal 2009 Results

Electro Scientific Industries, Inc.

Second Quarter Fiscal 2009 Results

(In thousands, except per share data)

(Unaudited)

 

Reconciliation of GAAP to Non-GAAP Financial Measures:    Fiscal Quarter Ended  
     Sept. 27, 2008     Sept. 29, 2007  

Gross profit per GAAP

   $ 21,072     $ 36,809  

Purchase accounting included in cost of sales

     289       1,110  

Equity compensation included in cost of sales

     222       130  
                

Subtotal - non-GAAP adjustments to gross profit

     511       1,240  
                

Non-GAAP gross profit

   $ 21,583     $ 38,049  
                

Non-GAAP gross margin

     43.5 %     46.2 %
                

Operating expense per GAAP

   $ 23,366     $ 29,273  

Less:

    

Purchase accounting included in:

    

Selling, service and administration

     276       378  

Research, development and engineering

     —         2,788  
                

Subtotal - purchase accounting included in operating expense

     276       3,166  

Equity compensation included in:

    

Selling, service and administration

     662       702  

Research, development and engineering

     285       212  
                

Subtotal - equity compensation included in operating expense

     947       914  

Restructuring charges included in:

    

Selling, service and administration

     728       —    

Research, development and engineering

     446       —    
                

Subtotal - restructuring charges included in operating expense

     1,174       —    
                

Total non-GAAP adjustments to operating expense

     2,397       4,080  
                

Non-GAAP operating expense

   $ 20,969     $ 25,193  
                

Operating (loss) income per GAAP

   $ (2,294 )   $ 7,536  

Non-GAAP adjustments to gross profit

     511       1,240  

Non-GAAP adjustments to operating expense

     2,397       4,080  
                

Non-GAAP operating income

   $ 614     $ 12,856  
                

Interest and other income, net per GAAP

   $ 1,117     $ 2,053  
                

Non-GAAP interest and other income, net

     1,117       2,053  
                

Net (loss) income per GAAP

   $ (665 )   $ 5,530  

Non-GAAP adjustments to gross profit

     511       1,240  

Non-GAAP adjustments to operating expense

     2,397       4,080  

Income tax effect of non-GAAP adjustments

     (983 )     (1,339 )
                

Non-GAAP net income

   $ 1,260     $ 9,511  
                

Basic Non-GAAP net income per share

   $ 0.05     $ 0.34  
                

Diluted Non-GAAP net income per share

   $ 0.05     $ 0.33  
                

-continued-

13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141


ESI Announces Second Quarter Fiscal 2009 Results

Electro Scientific Industries, Inc.

Second Quarter Fiscal 2009 Results

(Amounts in thousands)

(Unaudited)

 

Consolidated Condensed Statements of Cash Flows:    Fiscal Quarter Ended  
     Sept. 27, 2008     Sept. 29, 2007  

Net (loss) income

   $ (665 )   $ 5,530  

Non-cash adjustments and changes in operating activities

     14,972       1,927  
                

NET CASH PROVIDED BY OPERATING ACTIVITIES

     14,307       7,457  

NET CASH USED IN INVESTING ACTIVITIES

     (273 )     (7,828 )

NET CASH USED IN FINANCING ACTIVITIES

     (700 )     (16,159 )

Effect of exchange rate changes on cash

     (1,585 )     742  
                

NET CHANGE IN CASH AND CASH EQUIVALENTS

     11,749       (15,788 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     135,294       118,583  
                

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 147,043     $ 102,795  
                

-end-

13900 NW Science Park Drive  |  Portland, Oregon 97229  |  503.641.4141