EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Press Release

 

Company Contact:

 

Judy A.E. Dale

Vice President, Marketing Communications and

Investor Relations

Credence Systems Corporation

Phone: 408-635-4309

FAX: 408-635-4986

E-mail: judy_dale@credence.com

 

Credence Reports Results for Fourth Quarter and Fiscal Year 2005

 

MILPITAS, Calif., December 8, 2005 — Credence Systems Corporation (Nasdaq: CMOS), a leading provider of test solutions from design-to-production for the worldwide semiconductor industry, today reported financial results for the fourth quarter and fiscal year ended October 31, 2005.

 

Net sales for the fourth quarter were $121.6 million, up 9 percent from prior quarter net sales of $111.9 million. Net loss for the quarter was $22.5 million or $0.23 per share on a GAAP basis, versus a net loss of $41.7 million or $0.43 per share in the prior quarter. The net loss this quarter included net special charges of $16.8 million primarily associated with restructuring activities including cancellation charges related to the termination of outsourcing relationships, and costs related to acquisitions and related integration activities. On a non-GAAP basis, excluding these charges, the net loss was $5.6 million, or $0.06 per share.

 

For fiscal 2005, net sales were $429.3 million, a decrease of 2 percent from net sales of $439.8 million in the fiscal year ended October 31, 2004. The net loss on a GAAP basis for fiscal 2005 was $119.9 million or $1.28 per share, compared to a net loss of $64.5 million or $0.88 per share in fiscal 2004.


Net orders for the fourth quarter of fiscal 2005 were approximately $116.1 million, corresponding to a book to bill ratio of 0.96.

 

“Although we are pleased with the growth in our SoC and analog mixed signal business, we were disappointed that delays in 6.4G Sapphire and probe revenue combined with higher operating expenses adversely affected operating performance,” said Dave Ranhoff, president and chief executive officer of Credence Systems Corporation. “Despite these delays, we are pleased that strong demand for our new products and a return to growth in the subcontract markets allowed us to exceed the higher end of our revenue range.”

 

“Over the course of the past year, we have focused our efforts on the integration of acquired company assets and functions into Credence. This effort has been broad based and has concentrated on business process improvement and lowering our cost structure,” said John Batty, chief financial officer of Credence Systems Corporation. “Although adjustments and certain non-recurring restructuring activities this quarter adversely affected our financial results, we believe Credence is now better positioned as it enters fiscal 2006.”

 

First Quarter Fiscal 2006 Outlook

 

Net sales in the first fiscal quarter 2006 is expected to be approximately $112.0 to $117.0 million, with a net loss per share on a non-GAAP basis in the range of $0.00 to $0.03. This guidance reflects no taxation on domestic earnings due to the effect of tax loss carry forwards from prior years and excludes any charges or credits related to our acquisition of NPTest and the ongoing restructuring activities. On a GAAP basis the first quarter net loss per share is expected to be in the range of $0.07 to $0.10.

 

Conference Call/Webcast

 

Credence will hold a conference call to discuss these results today, Thursday, December 8, 2005, at 5:00 pm ET. The call will be simulcast via the Credence web site at www.credence.com under the “Investor Relations – Financial Information - Webcasts” section. A replay of the call will be available via phone and web site through January 8, 2006. The replay number in the U.S. and Canada is (888) 286-8010. The replay number outside the U.S. and Canada is (617) 801-6888. The passcode is 51133502. A replay will also be available on the Credence web site www.credence.com under the Investor Relations section.


About Credence

 

Credence Systems Corporation (Nasdaq: CMOS) is an industry leading provider of debug, characterization and ATE solutions for the global semiconductor industry. With a commitment to applying innovative technology to lower the cost-of-test, Credence delivers competitive cost and performance advantages to integrated device manufacturers (IDMs), wafer foundries, outsource assembly and test (OSAT) suppliers and fabless chip companies worldwide. A global, ISO 9001-certified company with a presence in 20 countries, Credence is headquartered in Milpitas, California. More information is available at http://www.credence.com.

 

GAAP versus non-GAAP Results

 

In addition to disclosing results that are determined in accordance with GAAP, Credence also discloses non-GAAP results of operations that exclude certain charges and credits. A detailed reconciliation of the GAAP results to non-GAAP results is provided in the Reconciliation of GAAP Condensed Consolidated Statements of Operations to Non-GAAP Condensed Consolidated Statements of Operations schedule below. Investors are encouraged to review this reconciliation. Credence reports non-GAAP results in order to help the reader to better understand and assess 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 Credence business, and management uses non-GAAP measures to plan and forecast future periods, and to establish operational goals. 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.

 

Forward-Looking Statements

 

This release contains statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding adjustments and certain non-recurring restructuring activities, the belief that we are well positioned for fiscal 2006, and expected level of net sales and net loss for the first quarter of fiscal 2006. These forward-looking statements involve important factors that could cause our actual results to differ materially from those in the forward-looking statements. Such important factors involve risks and uncertainties including, but not limited to, the introduction of new product features including new instruments, the completion, delivery and acceptance by customers of such new product features, the need to focus on different aspects of our business to improve stockholder value, unanticipated challenges in assessing business conditions and the overall market, unanticipated difficulties in implementing improvements to our business model, cyclicality and downturns in the


semiconductor industry, rapid technological change in the automatic test equipment market, the timing of new technology, product introductions, customer requirements relating to the customization of products, the risk of a loss or reduction of orders from one or more customers among which our business is concentrated, fluctuation in customer demand, timing and volume of orders and shipments, competition and pricing pressures, reliability and quality issues, our ability to complete the development and commercialization of our new products, product mix, overhead absorption, continued dependence on “turns” orders to achieve revenue objectives, intellectual property issues, the risk of early obsolescence, our ability to control and reduce expenses (including the ability to identify and successfully institute additional cost-saving measures) and our need to achieve and maintain effective internal controls over financial reporting. Reference is made to the discussion of risk factors detailed in our filings with the Securities and Exchange Commission, including our reports on Form 10-K and 10-Q. All projections in this release are based on limited information currently available to us, which is subject to change. Although any such projections and the factors influencing them will likely change, we will not necessarily update the information, since we are only to provide guidance at certain points during the year. Actual events or results could differ materially and no reader of this release should assume later in the quarter that the information provided today is still valid. Such information speaks only as of the date of this release.

 

###

 

Credence is a registered trademark, and Credence Systems is a trademark, of Credence Systems Corporation. Other trademarks that may be mentioned in this release are the intellectual property of their respective owners.


CREDENCE SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

    

Three Months

Ended

October 31,


   

Prior

Quarter

Ended
July 31,


   

Year

Ended

October 31,


 
     2005

    2004

    2005

    2005

    2004

 

Net sales

   $ 121,568     $ 112,824     $ 111,925     $ 429,320     $ 439,803  

Cost of goods sold – on net sales

     73,325       69,296       59,182       249,985       236,703  

Cost of goods sold – special charges

     (31 )     3,359       23,000       29,059       49,565  
    


 


 


 


 


Gross margin

     48,274       40,169       29,743       150,276       153,535  

Operating expenses:

                                        

Research and development

     23,633       25,590       23,849       92,538       80,535  

Selling, general & administrative

     32,306       33,551       31,317       126,823       121,226  

Amortization of purchased intangible assets and deferred compensation

     4,771       6,764       5,663       23,470       17,353  

In-process research and development

     —         —         —         —         7,900  

Restructuring charges

     6,160       2,687       9,654       17,605       6,309  
    


 


 


 


 


Total operating expenses

     66,870       68,592       70,483       260,436       233,323  
    


 


 


 


 


Operating loss

     (18,596 )     (28,423 )     (40,740 )     (110,160 )     (79,788 )

Interest and other income (loss)

     (1,097 )     4,411       1,038       1,617       19,373  
    


 


 


 


 


Loss before income taxes

     (19,693 )     (24,012 )     (39,702 )     (108,543 )     (60,415 )

Income taxes

     2,787       85       1,975       11,389       3,989  

Minority interest (benefit)

     —         —         —         —         74  
    


 


 


 


 


Net loss

   $ (22,480 )   $ (24,097 )   $ (41,677 )   $ (119,932 )   $ (64,478 )
    


 


 


 


 


Net loss per share

                                        

Basic

   $ (0.23 )   $ (0.28 )   $ (0.43 )   $ (1.28 )   $ (0.88 )
    


 


 


 


 


Diluted

   $ (0.23 )   $ (0.28 )   $ (0.43 )   $ (1.28 )   $ (0.88 )
    


 


 


 


 


Number of shares used in Computing per share amounts

                                        

Basic

     99,364       85,244       96,638       93,864       73,058  
    


 


 


 


 


Diluted

     99,364       85,244       96,638       93,864       73,058  
    


 


 


 


 



CREDENCE SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

     October 31,
2005


  

Prior Quarter
July 31,

2005


   October 31,
2004 (1)


     (unaudited)    (unaudited)     

ASSETS

                    

Current assets:

                    

Cash and cash equivalents

   $ 142,180    $ 86,361    $ 94,052

Short-term investments

     7,816      49,086      69,954

Accounts receivable, net

     114,042      125,419      124,393

Inventories

     79,054      89,261      146,741

Other current assets

     27,979      35,495      41,532
    

  

  

Total current assets

     371,071      385,622      476,672

Property and equipment, net

     96,691      97,232      108,707

Other assets

     578,543      581,892      587,727
    

  

  

Total assets

   $ 1,046,305    $ 1,064,746    $ 1,173,106
    

  

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

                    

Current liabilities:

                    

Accounts payable

   $ 45,846    $ 38,933    $ 51,742

Accrued liabilities

     108,024      106,449      112,477

Liabilities related to leased products

     5,000      5,000      6,058

Deferred profits

     5,112      8,822      9,718
    

  

  

Total current liabilities

     163,982      159,204      179,995

Other liabilities

     190,821      183,598      184,359

Long-term deferred income taxes

     9,473      20,645      20,544

Stockholders’ equity

     682,029      701,299      788,208
    

  

  

Total liabilities and stockholder’s equity

   $ 1,046,305    $ 1,064,746    $ 1,173,106
    

  

  


(1) Derived from the audited financial statements for the year ended October 31, 2004


CREDENCE SYSTEMS CORPORATION

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

    

Three Months

Ended

October 31,


    Prior
Quarter
Ended
July 31,


  

Year

Ended

October 31,


     2005

    2004

    2005

   2005

    2004

Net sales

   $ 121,568     $ 112,824     $ 111,925    $ 429,320     $ 439,803

Cost of goods sold – on net sales

     67,951       65,523       57,431      238,425       230,398
    


 


 

  


 

Gross margin

     53,617       47,301       54,494      190,895       209,405

Operating expenses:

                                     

Research and development

     23,633       25,590       23,849      92,538       80,535

Selling, general & administrative

     31,737       33,459       29,592      116,364       119,224
    


 


 

  


 

Total operating expenses

     55,370       59,049       53,441      208,902       199,759
    


 


 

  


 

Operating income (loss)

     (1,753 )     (11,748 )     1,053      (18,007 )     9,646

Interest and other income (loss)

     (1,097 )     (521 )     1,038      351       189
    


 


 

  


 

Income (loss) before income taxes

     (2,850 )     (12,269 )     2,091      (17,656 )     9,835

Income taxes

     2,787       85       1,975      11,389       3,989

Minority interest (benefit)

     —         —         —        —         74
    


 


 

  


 

Net income (loss)

   $ (5,637 )   $ (12,354 )   $ 116    $ (29,045 )   $ 5,772
    


 


 

  


 

Net income (loss) per share

                                     

Basic

   $ (0.06 )   $ (0.14 )   $ 0.00    $ (0.31 )   $ 0.08
    


 


 

  


 

Diluted *

   $ (0.06 )   $ (0.14 )   $ 0.00    $ (0.31 )   $ 0.07
    


 


 

  


 

Number of shares used in computing per share amount

                                     

Basic

     99,364       85,244       96,638      93,864       73,058
    


 


 

  


 

Diluted *

     99,364       85,244       98,988      93,864       79,614
    


 


 

  


 


* The calculation of non-GAAP diluted net income per share for the three months ended July 31, 2005 excludes an addition to net income of approximately $675,000 and $288,000 for convertible bond interest and amortization of convertible bond acquisition cost, respectively, as they would be anti-dilutive. The calculation of non-GAAP diluted net income per share for the fiscal year ended October 31, 2004 excludes an addition to net income of approximately $2.7 million and $1.2 million for convertible bond interest and amortization of convertible bond acquisition cost, respectively, as they would be anti-dilutive.


The number of shares used in computing the non-GAAP diluted net income per share amounts include 395,918 diluted outstanding stock options for the three months ending July 31, 2005. The number of shares used in computing the non-GAAP diluted net income per share amounts include an additional 1,953,802 shares of the Company’s Non-Voting Convertible stock, for the three months ended July 31, 2005, had they been converted at the beginning of the period. During the third quarter of fiscal 2005, 6,657,400 shares of the Company’s Non-Voting Convertible stock were converted to common stock. These shares are excluded in the same periods for GAAP reporting because they would be anti-dilutive.

 

The number of shares used in computing the non-GAAP diluted earnings per share amounts include 5,288,326 shares issuable upon conversion of the Company’s Non-Voting Convertible stock, but exclude the 15,915,000 shares issuable upon conversion of the convertible bonds for the fiscal year ended October 31, 2004. Shares are excluded in periods where their effect is anti-dilutive. These shares are excluded in the same periods for GAAP reporting because they are anti-dilutive.


CREDENCE SYSTEMS CORPORATION

RECONCILIATION OF GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS TO

NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

 

    

Three Months

Ended

October 31,


    Prior
Quarter
Ended
July 31,


   

Year

Ended

October 31,


 
     2005

    2004

    2005

    2005

    2004

 

GAAP loss before income taxes

   $ (19,693 )   $ (24,012 )   $ (39,702 )   $ (108,543 )   $ (60,415 )
(1) Cost of goods sold - special charges related to product line investment decisions      (31 )     3,359       23,000       29,059       49,565  
(2) Amortization of the inventory, spares and fixed assets write-up to fair value, resulting from NPTest acquisition      2,866       3,865       1,317       7,539       6,458  
(3) Expenses specific to the integration of NPTest      2,598       —         687       4,364       1,849  
(4) Amortization of purchased intangible assets and deferred compensation      4,969       6,764       5,466       23,447       17,353  
(5) Special charges related to expenses specific to the integration of NPTest      281       —         1,669       10,139       —    
(6) Write-off of in-process research and development      —         —         —         —         7,900  
(7) Restructuring and special charges related to workforce reduction, facility consolidations, and fixed assets write-offs, and liabilities      6,160       2,687       9,654       17,605       6,309  
(8) Gain on reduction in liability to Schlumberger (former parent of NPTest)      —         (4,932 )     —         (1,266 )     (19,184 )
    


 


 


 


 


Subtotal changes

     16,843       11,743       41,793       90,887       70,250  

Non-GAAP income (loss) before income taxes

     (2,850 )     (12,269 )     2,091       (17,656 )     9,835  

Income taxes

     2,787       85       1,975       11,389       3,989  

Minority interest (benefit)

     —         —         —         —         74  
    


 


 


 


 


Non-GAAP net income (loss)

   $ (5,637 )   $ (12,354 )   $ 116     $ (29,045 )   $ 5,772  
    


 


 


 


 



(1) The charges for cost of goods sold - special charges primarily includes inventory charges and liabilities related to decisions to stop significant future investments in redundant or under-performing product lines. In the GAAP Statements of Operations, these charges are reported in cost of goods sold – special charges.


(2) Amount results from the write-up to fair value of the inventory, spares and fixed assets acquired as a result of our acquisition of NPTest. In the GAAP Statements of Operations, the charges of $2.8 million, $1.3 million and $7.4 million are recorded in cost of goods sold – on net sales for the fiscal quarters ended October 31 and July 31, 2004 and for the year ended October 31, 2005, respectively. The charges of $3.8 million and $6.3 million are recorded in cost of goods sold – on net sales for the fiscal quarter ended October 31, 2004 and for the year ended October 31, 2004, respectively. The charges of $0.1 million, $0.3 million and $1.0 million are recorded in the selling, general and administrative expenses for the fourth and third quarter of fiscal 2005 and for the year ended October 31, 2005, respectively. The charge of $0.1 million is recorded in the selling, general and administrative expenses for the fiscal quarter ended October 31, 2004.
(3) Costs specific to the integration of NPTest, which primarily include service materials charges, relocation, travel, merger related retention bonuses and accelerated depreciation of assets. In the GAAP Condensed Statement of Operations, the charges are recorded in cost of goods sold-on net sales.
(4) Amortization of purchased intangible assets and deferred compensation relates to our acquisitions, primarily NPTest. In the GAAP Statements of Operations, the charges are recorded on a separate line in operating expenses.
(5) Expenses specific to the integration of NPTest, which primarily includes accelerated depreciation of assets, merger related retention bonuses, legal expenses related to the integration, post acquisition consulting fees, relocation and lease accruals. In the GAAP Condensed Statements of Operations, the charges are recorded in selling, general and administrative expenses.
(6) The charges for the write-off of in-process research and development pertain to the purchase of NPTest in the third quarter of fiscal 2004. In the GAAP Statements of Operations, the charges are recorded on a separate line in operating expenses.
(7) The restructuring charges of $6.2 million in the current quarter include $3.1 million of severance and related charges, $1.8 million in facilities consolidation and $1.4 million of contract cancellation charges. For the fiscal 2005, restructuring charges of $17.6 million consisted of $5.2 million of severance and related charges, $1.1 million in equipment write-offs related to product line investment decisions, $11.3 million in facilities consolidation and clean up charges; $1.4 million of contract cancellation charges and an offset adjustment of previously accrued amount of $1.1 million. The restructuring charges in the fourth quarter of fiscal 2004 include $2.7 million of severance and related charges. For the fiscal 2004, we incurred $6.3 million of which $1.9 million in equipment and liabilities related to our decision to stop significant future investments in the Credence SOC product lines, $3.8 million in severance and related charges and $0.6 million related to our decision to move our headquarters from Fremont to Milpitas, California. In the GAAP Statements of Operations, these restructure charges are recorded on a separate line in operating expenses.
(8) As part of the purchase of NPTest, we acquired a liability to the former parent of NPTest. In previous quarters, the value of the liability was based on our stock price at the end of the quarter. In the GAAP Condensed Statements of Operations, the gain on this liability was included in interest and other income (loss), net. During the third quarter of fiscal 2005, we paid this liability to Schlumberger with $9.0 million in cash and stock.