Exhibit 99.1
BE SEMICONDUCTOR INDUSTRIES N.V.
QUARTERLY REPORT FOR THE QUARTER ENDED
MARCH 31, 2006
INDEX
PART I. FINANCIAL INFORMATION............................................... 1
ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS........... 1
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................... 10
PART II. OTHER INFORMATION.................................................. 19
ITEM 1 - LEGAL PROCEEDINGS................................................ 19
ITEM 1A - RISK FACTORS.................................................... 19
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS...... 26
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES.................................. 26
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............. 26
ITEM 5 - OTHER INFORMATION................................................ 27
ITEM 6 - EXHIBITS......................................................... 27
PART I. FINANCIAL INFORMATION
ITEM 1 - UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BE SEMICONDUCTOR INDUSTRIES N.V.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except share and per share data)
- -----------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,
-------------------------------------------------
2005 2006 2006
EURO EURO USD(1)
(unaudited) (unaudited) (unaudited)
- -----------------------------------------------------------------------------------------------------------------
Net sales................................................. 36,637 44,528 54,053
Cost of sales............................................. 26,371 27,475 33,352
-------------------------------------------------
Gross profit ............................................. 10,266 17,053 20,701
Selling, general and administrative expenses.............. 9,223 9,972 12,105
Research and development expenses......................... 5,299 4,364 5,297
Restructuring release..................................... -- (240) (291)
Amortization of intangible assets......................... 1,223 755 917
-------------------------------------------------
Total operating expenses.................................. 15,745 14,851 18,028
Operating income (loss)................................... (5,479) 2,202 2,673
Interest expense, net..................................... (572) (746) (906)
-------------------------------------------------
Income (loss) before taxes and minority interest.......... (6,051) 1,456 1,767
Income tax (benefit)...................................... (1,513) 398 483
-------------------------------------------------
Income (loss) before minority interest.................... (4,538) 1,058 1,284
Minority interest......................................... 6 (21) (25)
-------------------------------------------------
Net income (loss)......................................... (4,532) 1,037 1,259
=================================================================================================================
Net income (loss) per share - basic and diluted
- - basic................................................... (0.14) 0.03 0.04
- - diluted................................................. (0.14) 0.03 0.04
Weighted average number of shares used in computing per
share amounts:
- - basic................................................... 32,642,553 32,738,208 32,738,208
- - diluted................................................. 32,642,553 32,817,704 32,817,704
- -----------------------------------------------------------------------------------------------------------------
(1) See Note 1 of "Notes to Unaudited Condensed Consolidated Financial
Statements".
See accompanying notes to these unaudited condensed consolidated
financial statements.
Page 1
BE SEMICONDUCTOR INDUSTRIES N.V.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
- ----------------------------------------------------------------------------------------------------------------
December 31, 2005 March 31, 2006
--------------------------------------------------
EURO EURO USD(1)
(unaudited) (unaudited)
- ----------------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents..................................... 72,950 74,493 90,427
Accounts receivable........................................... 31,456 36,728 44,584
Inventories................................................... 53,779 56,365 68,422
Other current assets.......................................... 12,737 15,049 18,268
-----------------------------------------------
TOTAL CURRENT ASSETS.......................................... 170,922 182,635 221,701
Property, plant and equipment................................. 40,398 39,278 47,680
Goodwill...................................................... 68,864 68,631 83,311
Other intangible assets....................................... 14,619 13,806 16,759
Other non-current assets...................................... 6,233 6,340 7,696
-----------------------------------------------
TOTAL ASSETS.................................................. 301,036 310,690 377,147
================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable to banks.................................... 5,693 3,914 4,751
Current portion of long-term debt and capital leases...... 15,457 16,974 20,605
Accounts payable.......................................... 14,916 19,447 23,607
Accrued liabilities....................................... 17,663 18,376 22,306
-----------------------------------------------
TOTAL CURRENT LIABILITIES................................. 53,729 58,711 71,269
Long-term debt and capital leases......................... 15,636 19,287 23,413
Convertible Notes......................................... 46,000 46,000 55,839
Deferred tax liabilities.................................. 821 892 1,083
Other non-current liabilities............................. 3,261 3,320 4,030
-----------------------------------------------
TOTAL NON-CURRENT LIABILITIES............................. 65,718 69,499 84,365
MINORITY INTEREST......................................... 178 195 237
TOTAL SHAREHOLDERS' EQUITY................................ 181,411 182,285 221,276
-----------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ 301,036 310,690 377,147
================================================================================================================
(1) See Note 1 of "Notes to Unaudited Condensed Consolidated Financial
Statements".
See accompanying notes to these unaudited condensed consolidated
financial statements.
Page 2
BE SEMICONDUCTOR INDUSTRIES N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
- ----------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,
2005 2006 2006
EURO EURO USD(1)
(unaudited) (unaudited) (unaudited)
- ----------------------------------------------------------------------------------------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)............................................... (4,532) 1,037 1,259
Adjustments to reconcile net loss to net cash provided by (used
in) operating activities:
Depreciation of property, plant and equipment 1,430 1,329 1,613
Amortization of intangible assets............................... 1,223 755 917
Deferred income tax benefits.................................... (51) (138) (167)
Loss (gain) on disposal of equipment............................ 95 (20) (24)
Translation of debt in foreign currency......................... (31) 198 240
Minority interest............................................... (6) 21 25
Amortization of debt issuance cost.............................. -- 85 103
Share based payments............................................ -- 40 49
Effects of changes in assets and liabilities:
Decrease (increase) in accounts receivable...................... 1,020 (5,405) (6,561)
Decrease (increase) in inventories.............................. 2,669 (2,819) (3,422)
Increase in other current assets (924) (2,186) (2,654)
Increase (decrease) in accrued liabilities...................... (3,674) 981 1,191
Increase (decrease) in accounts payable......................... (5,172) 4,591 5,573
--------------------------------------------------
Net cash used in operating activities........................... (7,953) (1,531) (1,858)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................ (3,631) (530) (643)
Proceeds from sale of property and equipment.................... 137 239 290
Acquisition of subsidiaries, net of cash acquired............... (61,800) --
--------------------------------------------------
Net cash used in investing activities........................... (65,294) (291) (353)
CASH FLOW FROM FINANCING ACTIVITIES:
Payments of bank lines of credit................................ (3,910) (1,731) (2,101)
Payments on long-term debt and capital leases................... (4,797) (793) (963)
Proceeds from long-term debt and capital leases................. 4,338 6,009 7,294
Proceeds from issuance of convertible notes, net of expenses ... 43,717 -- --
--------------------------------------------------
Net cash provided by financing activities....................... 39,348 3,485 4,230
Net increase (decrease) in cash and cash equivalents............ (33,899) 1,663 2,019
Effect of changes in exchange rates on cash
and cash equivalents......................................... 316 (120) (146)
Cash and cash equivalents at beginning of the period............ 106,573 72,950 88,554
--------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD.................. 72,990 74,493 90,427
- ----------------------------------------------------------------------------------------------------------------------
(1) See Note 1 of "Notes to Unaudited Condensed Consolidated Financial
Statements".
See accompanying notes to these unaudited condensed consolidated
financial statements.
Page 3
BE SEMICONDUCTOR INDUSTRIES N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements have
been prepared by BE Semiconductor Industries N.V. ("the Company") without
audit and reflect all adjustments which are, in the opinion of management,
necessary to present fairly the financial position and the results of
operations of the Company for the interim periods presented. The statements
have been prepared in accordance with the regulations of the United States
Securities and Exchange Commission (the "SEC"), but omit certain
information and footnote disclosures necessary to present the statements in
accordance with generally accepted accounting principles in the United
States ("U.S. GAAP"). These unaudited condensed consolidated financial
statements should be read in conjunction with the Consolidated Financial
Statements and Notes thereto included in the Company's Annual Report on
Form 20-F for the year ended December 31, 2005. The results of operations
for the three month period ended March 31, 2006 are not necessarily
indicative of the results to be expected for the year ended December 31,
2006 or any other period.
The accompanying unaudited condensed consolidated financial statements are,
solely for the convenience of the reader, also translated into US dollars
("USD" or "US$") using the noon buying rate (rounded) in New York City for
cable transactions in foreign currencies as certified for customs purposes
by the Federal Reserve Bank of New York in effect on March 31, 2006 (EURO
1.00 = US $1.2139). Such translations should not be construed as
representations that the Euro amounts could be converted into US dollars at
the rate indicated or at any other rate.
All euro and U.S. dollar amounts are expressed in thousands, unless
otherwise stated.
The Company is engaged in one line of business, the design, manufacture,
marketing and servicing of assembly equipment for the semiconductor
industry's back-end assembly operations. Therefore, the Company reports its
financial results for only one segment, in accordance with U.S. GAAP.
2. ACQUISITION OF DATACON
On January 4, 2005, the Company acquired all of the outstanding ordinary
shares of Datacon Technology GmbH (formerly Datacon AG) ("Datacon") for
total consideration of EURO 76.0 million, of which EURO 65.0 million was
paid in cash and EURO 7.6 million through the issuance of 1,933,842
ordinary shares of the Company. Acquisition costs incurred by the Company
amounted to EURO 3.4 million. The results of Datacon are included in the
Company's consolidated financial statements from January 4, 2005, the date
of acquisition. The acquisition was accounted for using the purchase method
of accounting. The purchase price, including acquisition costs, was
allocated as follows:
-------------------------------------------------------------------------
(In thousands) EURO
-------------------------------------------------------------------------
Net tangible assets 13,113
Patents 297
Customer relationships 6,083
Product backlog 719
Goodwill 55,813
------------
76,025
=========================================================================
Page 4
Net deferred taxes of EURO 1.2 million were recognized in connection with
this acquisition.
3. SHARES OUTSTANDING
As of December 31, 2005 and March 31, 2006, the Company's authorized
capital consisted of 80,000,000 ordinary shares, nominal value EURO 0.91
per share, and 80,000,000 preference shares, nominal value EURO 0.91 per
share. At December 31, 2005 and March 31, 2006, 32,736,502 and 32,758,430
ordinary shares were outstanding, respectively. No preference shares were
outstanding at December 31, 2005 or March 31, 2006.
4. INVENTORIES
Inventories consist of:
---------------------------------------------------------------------------
December 31, March 31,
2005 2006
EURO EURO
---------------------------------------------------------------------------
Raw materials............................... 19,583 19,438
Work in progress............................ 28,218 30,464
Finished goods.............................. 5,978 6,463
-------------------------------
53,779 56,365
===========================================================================
5. GOODWILL, PATENTS AND TRADEMARKS
The following table shows the Company's goodwill and other intangible
assets at December 31, 2005 and March 31, 2006:
---------------------------------------------------------------------------
December 31, March 31,
2005 2006
EURO EURO
---------------------------------------------------------------------------
Non amortizable:
Goodwill.................................... 68,864 68,631
Amortizable:
Patents..................................... 8,674 8,008
Trademarks.................................. 369 348
Customer relationships...................... 5,576 5,450
-------------------------------
83,483 82,437
===========================================================================
The amounts referenced in the preceding table are presented net of
accumulated amortization of EURO 35.3 million at December 31, 2005 and
EURO 35.9 million at March 31, 2006.
6. WARRANTY PROVISION
A summary of activity in the warranty provision is as follows:
Page 5
--------------------------------------------------------------------------
2005 2006
EURO EURO
--------------------------------------------------------------------------
Balance at January 1, 2,578 2,597
Addition due to acquisition of subsidiary 415 --
Provision for loss on warranty 359 807
Cost for warranty (615) (725)
Foreign currency translation 20 (10)
----------------------
Balance at March 31, 2,757 2,669
==========================================================================
7. RESTRUCTURING RESERVE
In December 2004, as part of the Company's plan to address the downturn in
the semiconductor industry and to reduce its cost structure through the
transfer of certain production activities from high cost to low cost
manufacturing regions, the Company announced a restructuring of its
operations focused principally on a workforce reduction at the Company's
Dutch packaging and tooling manufacturing operations in Duiven and
Brunssum, the Netherlands. As part of the restructuring the Company
terminated 81 employees which amounted to approximately 10% of the
Company's total fixed headcount worldwide at that time. In addition, as
part of the restructuring the Company phased out approximately 50 temporary
workers at its Duiven facility. A component of the restructuring was the
closing of the Compnay's tooling facility in Brunssum, the Netherlands in
the first half of 2005. The Company recorded a restructuring charge of
EURO 5.6 million in the fourth quarter ended December 31, 2004 to cover
the estimated costs of these workforce reductions.
In May 2005, the Company announced the further consolidation and
integration of its Fico packaging and tooling manufacturing operations in
Duiven, the Netherlands. The consolidation involved the termination of 32
employees in the third quarter of 2005 and the integration of production
and administrative personnel at the Company's Duiven facility. The Company
recorded a restructuring charge of EURO 1.7 million in the second quarter
of 2005 to cover the estimated costs of this workforce reduction.
In the fourth quarter of 2005, the Company terminated 14 employees at its
Datacon subsidiary in Berlin, Germany in an effort to improve the
efficiency of its die bonding operations. The Company recorded a
restructuring charge of EURO 0.4 million in the fourth quarter of 2005 to
cover the estimated costs of this workforce reduction.
Changes in the restructuring reserve in the first quarter of 2005 and first
quarter of 2006 were as follows:
--------------------------------------------------------------------------
(Euro in thousands) 2005 2006
--------------------------------------------------------------------------
Balance at January 1, 5,820 764
Additions (release) -- (240)
Cash payments (2,948) (233)
-----------------------
Balance at March 31, 2,872 291
--------------------------------------------------------------------------
The charges associated with the workforce reduction announced in May 2005
included severance and other benefits for approximately 32 employees in the
Netherlands. The charges associated with the workforce reduction in the
fourth quarter of 2005 at Datacon included severance and other benefits for
14 employees. Total remaining cash outlays for the restructuring activities
announced at the end of 2004 and in 2005 are expected to be EURO 0.2
million which the Company expects will be paid mostly during the first half
of 2006.
Page 6
8. CONVERTIBLE NOTES
In January 2005, the Company issued EURO 46 million principal amount of
convertible notes due 2012 (the "Notes"). The Notes carry an interest rate
of 5.5% per annum, payable semi-annually on January 28 and July 28 of each
year. The Notes initially convert into ordinary shares at a conversion
price of EURO 5.1250. The Notes are scheduled to be repaid at maturity at a
price of 100% of their principal amount plus accrued and unpaid interest.
If the Notes are not converted, the Company may redeem the outstanding
Notes at their principal amount at any time after the date beginning four
years from the date of issue, subject to the market price of the Company's
ordinary shares exceeding 130% of the then effective conversion price.
The Notes were offered to institutional investors in the Netherlands and
internationally to professional investors through an international private
placement. Listing of the Notes on the official segment of the Stock Market
of Euronext Amsterdam N.V. took place on January 28, 2005.
The fees incurred for the issuance of the Notes of EURO 2.4 million are
included as debt issuance costs in other non-current assets in the
Company's consolidated balance sheet as of March 31, 2006 and are amortized
using the interest method as interest cost over the expected life of the
Notes.
9. EARNINGS (LOSS) PER SHARE
The shares used in the computation of the Company's basic and diluted net
income (loss) per ordinary share are as follows:
------------------------------------------------------------------------------------------------------
Three Months Ended
March 31,
--------------------------------
2005 2006
--------------------------------
Average shares outstanding at beginning of the period ............. 30,794,660 32,736,502
Weighted average shares issued during the period .................. 1,847,893 --
Weighted average shares reissued from treasury shares for the
vesting of performance stock awards ............................... -- 1,706
--------------------------------
Average shares outstanding - basic ................................ 32,642,553 32,738,208
Dilutive shares contingently issuable upon the exercise of share
options and the vesting of performance stock awards ............... -- 235,605
Shares assumed to have been repurchased for treasury with assumed
proceeds from the exercise of share options ....................... -- (156,109)
--------------------------------
Average shares outstanding - assuming dilution .................... 32,642,553 32,817,704
======================================================================================================
Average shares outstanding, assuming dilution, include the incremental
effect of ordinary shares that could be issued upon the exercise of
outstanding stock options and performance stock awards. For the three-month
period ended March 31, 2005, all options to purchase ordinary shares were
excluded from the calculation of diluted net loss per share, as the effect
would be anti-dilutive due to the Company's loss for that period. For the
three-month period ended March 31, 2006, 968,089 options to purchase
ordinary shares were excluded from the calculation of diluted net income
per share, because the exercise prices of these options to purchase
ordinary shares were greater than or equal to the average share price for
the period, and therefore their inclusion would have been anti-dilutive.
Page 7
These options to purchase ordinary shares could be dilutive in the future
if the average share price increases and is greater than the exercise price
of these options to purchase ordinary shares.
For each of the three-month periods ended March 31, 2005 and March 31,
2006, the impact of the potential dilution of the 8,975,610 ordinary shares
issuable upon the conversion of the Notes was excluded from the calculation
of diluted net income (loss) per ordinary share as the effect would be
anti-dilutive.
10. COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) items include gains and losses that,
under U.S. GAAP, are excluded from net income (loss) and are reflected as a
component of shareholders' equity. Comprehensive income (loss) includes
items such as foreign currency translation adjustments, minimum pension
liability adjustments and unrealized gains and losses on marketable
securities classified as available-for-sale. The Company's components of
comprehensive income (loss) for the three-month period ended March 31, 2005
and March 31, 2006 were net income (loss) and foreign currency translation
adjustments. Those components were as follows:
---------------------------------------------------------------------------------------------------
Three months ended March 31,
----------------------------------------------
2005 2006 2006
EURO EURO USD
---------------------------------------------------------------------------------------------------
Net income (loss).................................... (4,532) 1,037 1,259
Other comprehensive income (loss):
Foreign currency translation adjustment............ 624 (206) (250)
----------------------------------------------
Comprehensive income (loss).......................... (3,908) 831 1,009
===================================================================================================
11. SHARE BASED COMPENSATION PLANS
In 1995, the Company established the BE Semiconductor Industries Incentive
Plan 1995 (the "Incentive Plan 1995"). The Company granted 1,101,236
options to purchase ordinary shares ("1995 Plan Shares") under the
Incentive Plan 1995. During the years from 1995 to 2001, the Company made
awards under the Incentive Plan 1995 to all of its employees, including its
executive officers and senior employees. Options granted between 1999 and
2001 are fully vested and have exercise prices that were equal to the
market price of the Company's ordinary shares on the date of grant. The
Incentive Plan 1995 expired in 2001.
In 2001, the Company established the BE Semiconductor Industries Incentive
Plan 2001 - 2005 (the "Incentive Plan 2001"). The Company granted 700,183
options to purchase ordinary shares ("2001 Plan Shares") under the
Incentive Plan 2001. Until 2004, the Company made awards under the
Incentive Plan 2001 to all of its employees, including its executive
officers and senior employees. Options granted from 2002 through 2004 are
fully vested and have exercise prices that were equal to the market price
of the Company's ordinary shares on the date of grant. The Incentive Plan
2001 expired in 2005.
In 2005, the Company established the BE Semiconductor Industries Incentive
Plan 2005 - 2009 (the "Incentive Plan 2005"). The total number of ordinary
shares ("2005 Plan Shares") that the Company may issue under the Incentive
Plan 2005 may not exceed 1.5% of the total number of ordinary shares
outstanding in the applicable fiscal year, subject to adjustments for share
splits, share dividends, recapitalizations and similar events. The 2005
Plan Shares may consist, in whole or in part, of unauthorized and unissued
ordinary shares or treasury shares. The Company has, and
Page 8
anticipates that it will continue on an annual basis, to make annual and
conditional performance stock awards under the Incentive Plan 2005 to
supervisory board members, executive officers and senior employees of the
Company. These awards can be made in the form of annual awards which
constitute the right to receive ordinary shares of the Company based on
defined targets ("Annual PSA Units") or conditional awards which constitute
the right to receive ordinary shares of the Company based on individual
achievement of defined goals ("Conditional PSA Units"). One third of the
performance stock awards will vest annually in each of the three years
following the date of grant.
Prior to January 1, 2006, the Company measured compensation expense for its
employee equity-based compensation plans using the intrinsic value method
under Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees ("APB 25") and related interpretations. As the exercise
price of all options granted under these plans was not below the fair
market price of the underlying common stock on the grant date, no
equity-based compensation cost was recognized in the consolidated condensed
statements of operations under the intrinsic value method.
On December 2004, the Financial Accounting Standards Board ("FASB"), issued
SFAS No. 123 (revised 2004), Share Based Payment, or SFAS No 123R, which is
a revision of Statement No. 123, Accounting for Stock-Based Compensation,
or SFA No. 123. SFAS No. 123R supersedes APB No. 25 and amends SFAS No. 95,
Statement of Cash Flows. Under SFAS No. 123R, companies must calculate and
record in the statements of operations the cost of equity instruments, such
as stock options or restricted stock, awarded to employees for services
received; pro forma disclosure is no longer permitted. The cost of the
equity instruments is to be measured based on fair value of the instruments
on the date they are granted (with certain exceptions) and is required to
be recognized over the period during which the employees are required to
provide services in exchange for the equity instruments. On January 1,
2006, the Company adopted SFAS No. 123R, using the modified prospective
transition method. Using the modified prospective transition method of
adopting SFAS 132(R), the Company began recognizing compensation expense
for equity-based awards granted after January 1, 2006 plus unvested awards
granted prior to January 1, 2006. Under this method of implementation, no
restatement of prior periods has been made.
Options granted to standard employees under the Incentive Plan 1995 and the
Incentive Plan 2001 receive variable accounting treatment due to the cash
settlement provisions of the plans. All other options granted by the
Company under the Incentive Plan 1995 and Incentive Plan 2001 to its
executive officers and senior employees receive fixed accounting treatment.
For the stock options granted between 2001 and 2004 that receive variable
accounting treatment, an amount of EURO 21, net of tax, was recognized as
compensation cost based on the market value of the Company's ordinary
shares for the quarter ended March 31, 2006. As of March 31, 2006, there
were outstanding options to purchase an aggregate of 946,743 ordinary
shares at a weighted average exercise price of EURO 9.82 per share which
receive fixed accounting treatment. As of March 31, 2006, 173,106 options
to purchase ordinary shares that are subject to variable accounting
treatment were outstanding at a weighted average exercise price of EURO
7.14 per share.
For the performance stock awards granted in 2005 and 2006, an amount of
EURO 28, net of tax, was recognized as compensation cost in the quarter
ended March 31, 2006 for Annual and Conditional PSA Units based on the
market value of the Company's ordinary shares on the date of grant.
Page 9
12. SEGMENT DATA
The Company is engaged in one line of business, the design, manufacture,
marketing and servicing of assembly equipment for the semiconductor
industry.
In accordance with SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, or SFAS 131, the Company's chief
operating decision-maker has been identified as the President and Chief
Executive Officer, who reviews operating results to make decisions about
allocating resources and assessing performance for the entire company. All
material operating units qualify for aggregation under SFAS 131 due to
their identical customer base and similarities in: economic
characteristics; nature of products and services; and procurement,
manufacturing and distribution processes. Since the Company operates in one
segment and in one group of similar products and services, all financial
segment and product line information required by SFAS 131 can be found in
the unaudited condensed consolidated financial statements.
Page 10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information in this report contains certain forward-looking statements as
that term is defined in the Private Litigation Securities Reform Act of 1995.
For this purpose, any statements herein that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, any estimates of future business or financial results constitute
forward looking statements and any statements including those containing the
words "believes", "anticipates", "plans", "expects", "intends", "forecasts" and
similar expressions are intended to identify forward-looking statements. These
forward-looking statements represent the expectations of management as of the
date of the submission of this report. Actual results could differ materially
from those anticipated by the forward-looking statements due to a number of
important factors, including the risks and uncertainties faced by us which are
described elsewhere in this report and in other documents we have submitted to
the United States Securities and Exchange Commission. You should consider
carefully each of these risks and uncertainties in evaluating our financial
condition and results of operations. While we may elect to update the
forward-looking statements we specifically disclaim any obligation to do so,
even if our expectations change.
OVERVIEW
We design, develop, manufacture, market and service assembly equipment for the
semiconductor industry's back-end operations.
Our net sales and results of operations depend in significant part on the level
of capital expenditures by semiconductor manufacturers, which in turn depends on
the current and anticipated market demand for semiconductors and for products
utilizing semiconductors. Demand for semiconductor devices and expenditures for
the equipment required to assemble semiconductors is cyclical, depending in
large part on levels of demand worldwide for computing and peripheral equipment,
telecommunications devices and automotive and industrial components, as well as
the production capacity of global semiconductor manufacturers. Historically, as
demand for these devices has increased, semiconductor manufacturers have sought
to increase their capacity by increasing the number of wafer fabrication
facilities and equipment production lines, and installing equipment that
incorporates new technology to increase the number of semiconductor devices and
the amount of computing power per semiconductor device. As demand increases,
semiconductor prices also typically increase. Conversely, if the additional
capacity outstrips the demand for semiconductor devices, manufacturers
historically cancel or defer additional equipment purchases. Under such
circumstances, semiconductor prices typically fall.
Capital expenditures by our customers for semiconductor manufacturing equipment
depend on the current and anticipated market demand for semiconductors and
products using semiconductors. The semiconductor industry has suffered
significant economic downturns at various times in the past. These downturns
have involved periods of production overcapacity, oversupply, reduced prices and
lower net sales, and have regularly been associated with substantial reductions
in capital expenditures for semiconductor facilities and equipment. Due to the
lead times associated with the production of semiconductor equipment, a fall or
rise in the level of sales of semiconductor equipment typically lags any
downturn or recovery in the semiconductor market by approximately nine to twelve
months. The cyclicality of the semiconductor industry has had, and is expected
to continue to have, a direct effect on our net sales, results of operations and
backlog. Downturns in the industry can be severe and protracted and any such
downturn would adversely affect our net sales, results of operations and
backlog. Our results of operations historically have fluctuated significantly,
both on an annual and quarterly basis, depending on overall levels of global
semiconductor demand and the specific production requirements of our principal
customers.
Page 11
Our sales are generated primarily by shipments to the Asian manufacturing
operations of leading United States and European semiconductor manufacturers
and, to a lesser extent, Korean and other Asian manufacturers and
subcontractors. Most of our principal competitors on a worldwide basis are
Japanese entities, which historically have dominated the Japanese market,
because Japanese semiconductor manufacturers typically purchase equipment from
domestic suppliers. To date, our sales to Japanese customers have been limited.
Our sales to specific customers tend to vary significantly from year to year
depending on our customers' capital expenditure budgets, new product
introductions, production capacity and packaging requirements. For the quarter
ended March 31, 2006, Infineon accounted for more than 10% of our net sales. For
the quarter ended March 31, 2005, Infineon and STMicroelectronics each accounted
for more than 10% of our net sales. In addition, we derive a substantial portion
of our sales from products that have an average selling price in excess of EURO
300,000 and that have significant lead times between the initial order and
delivery of the product. The timing and recognition of revenue from customer
orders can cause significant fluctuations in operating results from quarter to
quarter.
EVALUATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of operations
are based upon our unaudited condensed consolidated financial statements, which
are included elsewhere in this report and which have been prepared in accordance
with accounting principles generally accepted in the United States, or U.S.
GAAP, for interim periods. The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities as of the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Areas where significant judgments are made include, but are not limited to,
revenue recognition, inventories, long-lived assets and goodwill and intangible
assets. Actual results could differ materially from these estimates.
For a more detailed explanation of our critical accounting policies and
estimates, please refer to "Evaluation of Critical Accounting Policies and
Estimates" included in Item 5 of our Annual Report on Form 20-F for the year
ended December 31, 2005. Since December 31, 2005, there have been no material
changes to our critical accounting policies and estimates.
Page 12
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005
- -----------------------------------------------------------------------------------------------------------------------------
(amounts in thousands, except share and per share THREE MONTHS ENDED MARCH 31,
data)
2005 2006
EURO EURO
(UNAUDITED) % (UNAUDITED) %
- -----------------------------------------------------------------------------------------------------------------------------
Net sales................................................. 36,637 100.0 44,528 100.0
Cost of sales............................................. 26,371 72.0 27,475 61.7
----------------------------------------------------------------------
Gross profit ............................................. 10,266 28.0 17,053 38.3
Selling, general and administrative expenses .......... 9,223 25.2 9,972 22.4
Research and development expenses 5,299 14.5 4,364 9.8
Restructuring release..................................... -- -- (240) (0.5)
Amortization of intangible assets 1,223 3.3 755 1.7
----------------------------------------------------------------------
Total operating expenses.................................. 15,745 43.0 14,851 33.4
Operating income (loss)................................... (5,479) (15.0) 2,202 5.0
Interest expense, net..................................... (572) (1.5) (746) (1.7)
----------------------------------------------------------------------
Income (loss) before taxes and minority interest.......... (6,051) (16.5) 1,456 3.3
Income tax expense (benefit).............................. (1,513) (4.1) 398 0.9
----------------------------------------------------------------------
Income (loss) before minority interest.................... (4,538) (12.4) 1,058 2.4
Minority interest......................................... 6 -- (21) (0.1)
----------------------------------------------------------------------
Net income (loss)......................................... (4,532) (12.4) 1,037 2.3
=============================================================================================================================
Net income (loss) per share
- - Basic................................................ (0.14) 0.03
- - Diluted.............................................. (0.14) 0.03
Number of shares used in calculating loss per share:
- - Basic................................................ 32,642,553 32,738,208
- - Diluted.............................................. 32,642,553 32,817,704
- -----------------------------------------------------------------------------------------------------------------------------
Page 13
THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005.
ACQUISITION OF DATACON
On January 4, 2005, we acquired all of the outstanding ordinary shares of
Datacon for total consideration of EURO 76.0 million, of which EURO 65.0 million
was paid in cash and EURO 7.6 million through the issuance of 1,933,842 ordinary
shares. In connection with the transaction, we recorded purchase accounting
adjustments, including goodwill, in an amount equal to EURO 55.8 million, which
will not be amortized, but will continue to be evaluated in accordance with SFAS
No. 142 "Goodwill and Other Intangible Assets", and EURO 7.1 million of other
intangible assets that are being amortized annually over their respective
estimated useful lives. Furthermore, in accordance with purchase accounting
rules, on the opening balance sheet we made an upward adjustment of Datacon's
inventories by EURO 3.3 million to reflect their estimated fair value resulting
in an increase in our cost of sales by EURO 3.3 million in 2005. This upward
adjustment was fully amortized in our fiscal year ended December 31, 2005. The
results of Datacon are included in our financial statements from the date of
acquisition.
NET SALES
Our net sales consist of sales of die sorting systems, or die sorting equipment,
flip chip and multi-chip die bonding systems, or die bonding equipment, molding,
trim and form integration and singulation systems, or packaging equipment, and
plating systems, or plating equipment.
As a result of the Datacon acquisition, we changed our presentation of net sales
to better reflect our business strategy and to better communicate the financial
development of our operations. We now present our net sales based on assembly
process and end use customer application as opposed to a disclosure by
individual product line. We analyze our net sales and gross margins for our
leadframe assembly applications and array connect assembly applications as set
forth in the table presented below. In the leadframe category, we include
molding and trim form systems made by Fico in the Netherlands, Malaysia and
China and plating equipment made by Meco in the Netherlands. In the array
connect category, we include flip chip and multi-chip die bonding products made
by Datacon in Austria and Hungary, die sorting and flip chip die bonding
products made in the United States by Laurier and singulation and certain
molding products made by Fico in the Netherlands.
Our net sales per end use customer application for the quarters ended March 31,
2005 and 2006, respectively, were as follows:
- -----------------------------------------------------------------------------------------------------
(Euro in million) Three Months Ended March 31, % change
2005 2006 2006
compared to
2005
- -----------------------------------------------------------------------------------------------------
Array connect 22.1 60.4% 29.1 65.4% 31.7%
Leadframes 14.5 39.6% 15.4 34.6% 6.2%
--------------------------------------------------------------
Total net sales 36.6 100.0% 44.5 100.0% 21.6%
- -----------------------------------------------------------------------------------------------------
Our net sales increased by 21.6% from EURO 36.6 million in the first quarter of
2005 to EURO 44.5 million in the first quarter of 2006. The increase in net
sales in the first quarter of 2006 as compared to the first quarter of 2005 was
due primarily to an increase in net sales of 31.7% for our array connect
applications, mainly singulation systems and die sorting systems. Equipment
sales for leadframe applications increased by 6.2% in the first quarter of 2006
as compared to the first quarter of 2005, mainly trim and form integration
systems.
Page 14
BACKLOG
Backlog increased by 26.8% from EURO 56.8 million at December 31, 2005 to EURO
72.0 million at March 31, 2006. From December 31, 2005 to March 31, 2006,
backlog increased by 15.9% for array connect applications and 61.5% for
leadframe applications, primarily plating systems.
New equipment orders for the first quarter of 2006 amounted to EURO 59.7 million
as compared to (i) EURO 40.3 million in the first quarter of 2005, an increase
of 48.1% and (ii) EURO 49.0 million in the fourth quarter of 2005, an increase
of 21.8%. The increase in bookings in the first quarter of 2006 as compared to
the first quarter of 2005 was due to an increase in bookings of 30.0% for array
connect applications and 88.1% for leadframe applications, mainly plating
systems. The increase in bookings in the first quarter of 2006 as compared to
the fourth quarter of 2005 was due primarily to an acceleration of certain
systems orders into the first quarter of 2006 that had been anticipated to be
received in the second and third quarters of 2006. Furthermore, customers
accelerated equipment expenditures in the first quarter of 2006 to add
incremental assembly production capabilities, particularly for leadframe
applications, which we believe is the result of increased demand for wireless
applications and personal computing devices and higher capacity utilization
rates at customer production facilities
Our book-to-bill ratio, which is computed by dividing bookings by billings, was
1.34 for the first quarter of 2006 as compared to a book-to-bill ratio of 1.10
for the first quarter of 2005 and 1.03 for the fourth quarter of 2005.
We include in backlog only those orders for which we have received a completed
purchase order. Such orders are subject to cancellation by the customer with
payment of a negotiated charge. Because of the possibility of customer changes
in delivery schedules, cancellation of orders and potential delays in product
shipments, our backlog as of any particular date may not be representative of
actual sales for any succeeding period.
GROSS PROFIT
Cost of sales includes materials, purchased components and subassemblies from
subcontractors, direct labor and manufacturing overhead. It also includes costs
relating to the pre-production and customization of new equipment once a product
has advanced beyond the prototype stage. Changes in cost of sales typically lag
changes in net sales due to our manufacturing lead times.
Our gross profit as a percentage of net sales per end use customer application
for the quarters ended March 31, 2005 and 2006, respectively, were as follows:
- ------------------------------------------------------------------------------------------------------------------
Three Months Ended March 31,
2005 2006
- ------------------------------------------------------------------------------------------------------------------
Array connect 35.4% 39.8%
Leadframes 31.7% 35.5%
Fair value adjustment in the opening balance sheet
of Datacon (5.9)% --
------------------------------------------------------------
Gross profit as a percentage of net sales 28.0% 38.3%
==================================================================================================================
Gross profit increased by 66.0% from EURO 10.3 million in the first quarter of
2005 to EURO 17.1 million in the first quarter of 2006. Cost of sales for the
first quarter of 2005 included a EURO 2.1 million purchase accounting adjustment
relating to an upward fair value inventory adjustment in the opening balance
sheet of Datacon. As a percentage of net sales, gross profit increased from
28.0% in the first quarter of 2005 to 38.3% in the first quarter of 2006
primarily due to the 2005 purchase accounting adjustment which
Page 15
adversely affected the first quarter 2005 margin by 5.9%. To a lesser extent,
gross margins also increased due to better efficiencies realized in the sale of
array connect applications, particular our singulation systems and better
efficiencies realized in the sale of leadframe products, particular our plating,
trim and form and molding systems.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consist of expenses related to
sales of products and services, administrative and other corporate level
expenses not related to the production of products and all expenses associated
with ongoing customer support.
Selling, general and administrative expenses increased by 8.7% from EURO 9.2
million in the first quarter of 2005 to EURO 10.0 million in the first quarter
of 2006, mainly due to efforts resulting in increased net sales. As a percentage
of net sales, selling, general and administrative expenses decreased from 25.2%
in the first quarter of 2005 to 22.4% in the first quarter of 2006 primarily due
to the benefits of restructuring efforts that occurred during 2005.
RESEARCH AND DEVELOPMENT EXPENSES
Our research and development spending patterns vary each year depending on the
system produced and the new product development cycle per array connect and
leadframe application. In general, as research and development expenses do not
include pre-production and customization costs, which are included as cost of
sales, our research and development expenses decrease as products move from
prototype development to production and final customer acceptance.
Research and development expenses decreased by 17.0% from EURO 5.3 million in
the first quarter of 2005 to EURO 4.4 million in the first quarter of 2006,
mainly due to lower research and development expenses for die bonding equipment
and trim and form systems. As a percentage of net sales, research and
development expenses were 14.5% and 9.8% in the first quarters of 2005 and 2006,
respectively.
RESTRUCTURING CHARGES
In December 2004, as part of our plan to address the downturn in the
semiconductor industry and to reduce our cost structure through the transfer of
certain production activities from high cost to low cost manufacturing regions,
we announced a restructuring of our operations focused principally on a
workforce reduction at our Dutch packaging and tooling manufacturing operations
in Duiven and Brunssum, the Netherlands. As part of the restructuring we
terminated 81 employees, or approximately 10% of the total fixed headcount
worldwide at that time. In addition, as part of the restructuring we phased out
approximately 50 temporary workers at our Duiven facility. A component of the
restructuring was the closing of our tooling facility in Brunssum, the
Netherlands in the first half of 2005. We recorded a restructuring charge of
EURO 5.6 million in the fourth quarter ended December 31, 2004 to cover the
estimated costs of our workforce reductions.
In May 2005, we announced the further consolidation and integration of our Fico
packaging and tooling manufacturing operations in Duiven, the Netherlands. The
consolidation involved the termination of 32 employees in the third quarter of
2005 and the integration of production and administrative personnel at our
Duiven facility. We recorded a restructuring charge of EURO 1.7 million in the
second quarter of 2005 to cover the estimated costs of this workforce reduction.
In the fourth quarter of 2005, we terminated 14 employees at our Datacon
subsidiary in Berlin, Germany in an effort to improve the efficiency of our die
bonding operations. We recorded a restructuring charge of EURO 0.4 million in
the fourth quarter of 2005 to cover the estimated costs of this workforce
reduction.
Changes in the restructuring reserve in the year ended December 31, 2005 and
first quarter of 2006 were as follows:
Page 16
- --------------------------------------------------------------------------------------------------
(Euro in thousands) 2005 2006
- --------------------------------------------------------------------------------------------------
Balance at January 1, 5,820 764
Additions (release) 2,231 (240)
Cash payments (7,287) (233)
-----------------------------
Balance at December 31, 2005 and March 31, 2006 respectively 764 291
==================================================================================================
The charges associated with the workforce reduction announced in May 2005
included severance and other benefits for approximately 32 employees in the
Netherlands. The charges associated with the workforce reduction in the fourth
quarter of 2005 at Datacon included severance and other benefits for 14 people.
Total remaining cash outlays for the restructuring activities announced at the
end of 2004 and in 2005 are expected to be EURO 0.2 million which we expect will
be paid mostly during the first half of 2006.
OPERATING INCOME (LOSS)
Our operating income (loss) increased from an operating loss of EURO 5.5 million
in the first quarter of 2005 to operating income of EURO 2.2 million in the
first quarter of 2006. The operating loss for the first quarter of 2005 included
the purchase accounting adjustment relating to the Datacon acquisition of EURO
2.8 million. The increase in our operating income in the first quarter of 2006
as compared to the first quarter of 2005 was due to increased net sales,
increased gross margins, the absence of purchase accounting adjustments recorded
in 2005 related to the Datacon acquisition and lower research and development
expenses, partially offset by increased selling, general and administrative
expenses.
INTEREST EXPENSE, NET
Interest expense, net amounted to EURO 0.6 million in the first quarter of 2005
as compared to interest expense, net of EURO 0.7 million in the first quarter of
2006. Increased interest expense in the first quarter of 2006 as compared to the
first quarter of 2005 was due to EURO 0.2 million of higher interest expense
associated with the 5.5% convertible notes due 2012 issued on January 28, 2005,
or the Notes, partially offset by higher cash balances and higher interest rates
thereon.
INCOME TAX BENEFIT
Income tax benefit was EURO 1.5 million in the first quarter of 2005 as compared
to income tax expenses of EURO 0.4 million in the first quarter of 2006. The
effective tax rate increased from 25.0% in the first quarter of 2005 to 27.3% in
the first quarter of 2006. The effective tax rate for the first quarter of 2006
represents management's best estimate of the effective tax rate for the fiscal
year ending December 31, 2006.
MINORITY INTEREST
Minority interest relates to our investment in Tooling Leshan Company Ltd. in
Leshan, China, of which we own 87%.
NET INCOME (LOSS)
Our net income improved from a net loss of EURO 4.5 million in the first quarter
of 2005 to net income of EURO 1.0 million in the first quarter of 2006. The net
loss for the first quarter of 2005 included after tax purchase accounting
adjustments of EURO 2.1 million relating to the Datacon acquisition. Net income
(loss) in the first quarter of 2006 as compared to the first quarter of 2005
increased due to increased net sales, increased gross margins, the absence of
purchase accounting adjustments recorded in 2005 and lower research and
development expenses, partially offset by increased selling, general and
administrative expenses.
Page 17
LIQUIDITY AND CAPITAL RESOURCES
We had EURO 73.0 million and EURO 74.5 million in cash and cash equivalents at
December 31, 2005 and March 31, 2006, respectively.
In general, we fund our consolidated operations through cash generated from
operations and, in some instances through intercompany loans to our
subsidiaries. Furthermore, to meet local financing needs, our subsidiaries in
the Netherlands and abroad maintain lines of credit with various local
commercial banks. The credit lines for the subsidiaries in the Netherlands are
currently unsecured, except for pledges on the accounts of these subsidiaries
with the banks that provide the facilities. The principal restrictive covenant
contained in each Dutch line of credit is a solvency ratio, which generally is
based on a ratio of each subsidiary's equity to its assets. Consistent with past
practice, our Datacon subsidiary utilizes short-term bank lines of credit,
long-term loans and government granted loans for export and research and
development activities. Fico Tooling Leshan Company Ltd. in China, of which we
own 87%, is partly financed by long-term loans issued by a local bank. Some of
these loans are secured by a pledge of real property.
At March 31, 2006, we and our subsidiaries had available lines of credit
aggregating EURO 27.3 million, under which EURO 3.9 million of short-term
borrowings and EURO 10.2 million of long-term borrowings (including current
portion of long-term debt of EURO 2.2 million) were outstanding. Amounts
available to be drawn under the lines were further reduced by (i) EURO 1.1
million in outstanding bank guarantees and (ii) EURO 0.8 million for foreign
exchange contracts. Interest is charged at the lenders' base lending rates plus
an increment of 1.50%, except for certain borrowings of Datacon, for which
interest rates vary between 1.50% and 4.50%, depending on the type of credit
facility and currency utilized. All our credit facility agreements include
covenants requiring us to maintain certain financial ratios. We, and all of our
applicable subsidiaries, were in compliance with all loan covenants at March 31,
2006. On January 12, 2006, we replaced a line of credit of EURO 7.5 million with
a new line of credit of EURO 5.0 million and a 3-year loan of EURO 6.0 million
with an interest rate of 4.08% and maturity date of January 1, 2009.
The working capital requirements of our subsidiaries are affected by the receipt
of periodic payments on orders from their customers. Although our subsidiaries
occasionally receive partial payments prior to final installation, initial
payments generally do not cover a significant portion of the costs incurred in
the manufacturing of such systems.
Net cash used in operating activities was EURO 8.0 million and EURO 1.5 million
in the first quarter of 2005 and 2006, respectively. The primary use of cash in
operations in the first quarter of 2006 was increased working capital
requirements of EURO 4.8 million, partially offset by net income of EURO 1.0
million and non-cash charges primarily for depreciation and amortization.
At March 31, 2006, our cash and cash equivalents totaled EURO 74.5 million and
our total debt and capital lease obligations totaled EURO 86.2 million. At March
31, 2006, shareholders' equity stood at EURO 182.3 million.
Our capital expenditures were EURO 3.6 million and EURO 0.5 million in the first
quarter of 2005 and 2006, respectively. We forecast capital expenditures to be
approximately EURO 1.0 million in the second quarter of 2006.
In January 2005, we issued EURO 46 million aggregate principal amount of the
Notes. The Notes mature seven years from the date of issue and carry an interest
rate of 5.5% per annum, payable semi-annually on January 28 and July 28 of each
year. The Notes initially convert into ordinary shares at a conversion price of
EURO 5.1250. The Notes are scheduled to be repaid at maturity at a price of 100%
of their principal amount plus accrued and unpaid interest. If the Notes are not
converted, we may redeem the outstanding Notes at their principal amount at
anytime after the date beginning four years from the date of issue provided that
Page 18
on the date of redemption the market value of our ordinary shares exceeds 130%
of the then effective conversion price. The Notes were offered to institutional
investors in the Netherlands and internationally to professional investors
through an international private placement. Listing of the Notes on the official
segment of the Stock Market of Euronext Amsterdam N.V. took place on January 28,
2005. The net proceeds from the issuance of the Notes were used for general
corporate purposes, including working capital and capital expenditures.
On February 6, 2004, we sold the land and buildings in Duiven, the Netherlands
in a sale and lease-back transaction for EURO 14.5 million in cash. At the date
of the transaction, the net book value of the real estate sold was approximately
equal to the selling price of the real estate. We granted the buyer a EURO 1.5
million loan which is payable in 2006. The loan is secured by a second mortgage
on the land and buildings which were the subject of the sale and lease back
transaction. The loan bears interest at a rate of 4.5% per annum. The
transaction will be accounted for as a financing until the buyer repays the
loan. Once the buyer repays the loan, our financial obligation and the related
real estate assets will be eliminated from our financial statements. Settlement
of this financial obligation will not result in a cash outflow.
We believe that our cash position, internally generated funds and available
lines of credit will be adequate to meet our levels of capital spending,
research and development and working capital requirements for at least the next
twelve months.
MATERIAL DIFFERENCES BETWEEN U.S. GAAP AND IFRS
Beginning in 2005, the European Commission began to require companies that are
quoted on a European stock market to publish their financial statements in
accordance with the International Financial Reporting Standards, or IFRS. While
we will continue publishing U.S. GAAP financial statements, we will also publish
our consolidated financial statements in accordance with IFRS. Our unaudited
consolidated financial statements included herein have been prepared in
accordance with U.S. GAAP, which differ in certain significant respects from
IFRS.
Our condensed consolidated financial information for the three months ended
March 31, 2006 which were prepared in accordance with IFRS are available on our
website at www.besi.com. This condensed consolidated financial information is
not incorporated into this report. In addition, we are providing our website
address for convenience and the information on our website is not incorporated
into this report, nor any information that can be accessed through our website.
Page 19
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None
ITEM 1 A - RISK FACTORS
The following important factors, among others, could cause our actual
results to differ materially from those contained in forward-looking
statements made in this report or presented elsewhere by management from
time to time.
OUR NET SALES AND RESULTS OF OPERATIONS DEPEND IN SIGNIFICANT PART ON
ANTICIPATED DEMAND FOR SEMICONDUCTORS. DEMAND FOR SEMICONDUCTORS IS HIGHLY
CYCLICAL AND THE SEMICONDUCTOR MARKET HAS RECENTLY EXPERIENCED A
SIGNIFICANT AND SUSTAINED DOWNTURN
Capital expenditures of our customers for semiconductor manufacturing
equipment depend on the current and anticipated market demand for
semiconductors and products using semiconductors. The semiconductor
industry is highly cyclical and has suffered significant economic downturns
at various times. These downturns have involved periods of production
overcapacity, oversupply, reduced prices and low net sales, and have
regularly been associated with substantial reductions in capital
expenditures for semiconductor facilities and equipment. Due to the lead
times associated with the production of semiconductor equipment, a fall or
rise in the level of sales of semiconductor equipment typically lags any
downturn or recovery in the semiconductor market by approximately nine to
twelve months. This cyclicality has had, and is expected to continue to
have, a direct effect on our net sales, results of operations and backlog.
Downturns in the industry can be severe and protracted and could continue
to adversely affect our net sales, results of operations and backlog.
OUR QUARTERLY NET SALES AND OPERATING RESULTS FLUCTUATE SIGNIFICANTLY
Our quarterly net sales and operating results have varied in the past and
may continue to fluctuate in the future. We believe that period-to-period
comparisons of our operating results are not necessarily indicative of
future operating results. Factors that have caused our operating results to
fluctuate in the past and which are likely to affect our operations in the
future include the following:
- the volatility of the semiconductor industry;
- the length of sales cycles and lead-times associated with our product
offerings;
- the timing, size and nature of our transactions;
- the market acceptance of new products or product enhancements by us or
our competitors;
- the timing of new personnel hires and the rate at which new personnel
become productive;
- the changes in pricing policies by our competitors;
- the changes in our operating expenses;
- the success of our research and development projects;
- our ability to integrate acquisitions;
- our ability to adjust production capacity on a timely basis to meet
customer demand; and
- the fluctuation of foreign currency exchange rates.
Because of these factors, investors should not rely on quarter-to-quarter
comparisons of our results of
Page 20
operations as an indication of future performance. In future periods, our
results of operations could differ from estimates of public market analysts
and investors. Such discrepancies could cause the market price of our
securities to decline.
OUR BACKLOG AT ANY PARTICULAR DATE MAY NOT BE INDICATIVE OF OUR FUTURE
OPERATING RESULTS
Our backlog amounted to EURO 57.0 million at March 31, 2006. During market
downturns, semiconductor manufacturers historically have cancelled or
deferred additional equipment purchases. The backlog at March 31, 2006
increased by 26.8% compared to backlog as of December 31, 2005. The orders
in our backlog are subject to cancellation by the customer at any time upon
payment of a negotiated charge. Because of the possibility of changes in
delivery schedules, cancellations of orders and potential delays in product
shipments, our backlog at any particular date may not be representative of
actual sales for any succeeding period.
Our current and future dependence on a small number of customers increases
the revenue impact of each customer's delay or deferral activity. Our
expense levels in future periods will be based, in large part, on our
expectations regarding future revenue sources and, as a result, our
operating results for any given period in which material orders fail to
occur, are delayed or deferred could vary significantly.
BECAUSE OF THE LENGTHY AND UNPREDICTABLE SALES CYCLE ASSOCIATED WITH OUR
TRANSACTIONS, WE MAY NOT SUCCEED IN CLOSING TRANSACTIONS ON A TIMELY BASIS,
IF AT ALL, WHICH COULD ADVERSELY AFFECT OUR NET SALES AND OPERATING RESULTS
Transactions for our products often involve large expenditures, as the
average selling price for a substantial portion of the equipment we offer
exceeds EURO 300,000. The sales cycles for these transactions are often
lengthy and unpredictable. Factors affecting the sales cycle include:
- customers' capital spending plans and budgetary constraints;
- the timing of customers' budget cycles; and
- customers' internal approval processes.
These lengthy sales cycles may cause our net sales and results of
operations to vary from period to period and it may be difficult to predict
the timing and amount of any variations.
We may not succeed in closing large transactions on a timely basis or at
all, which could cause significant variability in our net sales and results
of operations for any particular period.
A LIMITED NUMBER OF CUSTOMERS HAVE ACCOUNTED FOR A SIGNIFICANT PERCENTAGE
OF OUR NET SALES, AND OUR FUTURE NET SALES COULD DECLINE IF WE CANNOT KEEP
OR REPLACE THESE CUSTOMER RELATIONSHIPS
Historically, a limited number of our customers has accounted for a
significant percentage of our net sales. In 2005, our three largest
customers accounted for approximately 27% of our net sales, with the
largest customer accounting for approximately 10.6% of our net sales. We
anticipate that our results of operations in any given period will continue
to depend to a significant extent upon revenues from a small number of
customers. In addition, we anticipate that the identity of such customers
will continue to vary from year to year, so that the achievement of our
long-term goals will require the maintenance of relationships with our
existing clients and obtaining additional customers on an ongoing basis.
Our failure to enter into, and realize revenue from a sufficient number of
contracts during a particular period could have a significant adverse
effect on our net sales.
WE MAY FAIL TO COMPETE EFFECTIVELY IN OUR MARKET
Page 21
We face substantial competition from established companies, based primarily
in Japan, various other Pacific Rim countries and the United States, many
of which have greater financial, engineering, research and development,
manufacturing and marketing resources than we do. We believe that once a
semiconductor manufacturer has decided to buy semiconductor assembly
equipment from a particular vendor, the manufacturer often continues to use
that vendor's equipment in the future. Accordingly, it is often difficult
to achieve significant sales to a particular customer once another vendor's
products have been installed. Furthermore, some companies have historically
developed, manufactured and installed back-end assembly equipment
internally, and it may be difficult for us to sell our products to these
companies.
Most of our principal competitors on a worldwide basis are Japanese, which
historically have dominated the Japanese market because Japanese
semiconductor manufacturers typically purchase equipment from domestic
suppliers. To date, our sales to Japanese customers have been limited. We
believe that the limited growth of the Japanese semiconductor industry in
recent years has caused our Japanese competitors to intensify their efforts
to export their products to other areas of the world, particularly other
countries in Asia. As a result, competition in these markets has become
increasingly intense. We believe that Japanese suppliers will be our most
significant competitors for the foreseeable future due to their strength in
the supply of equipment for high-volume, low cost production and their high
levels of excess capacity relative to other suppliers.
We believe that a decrease in the value of the Japanese yen or the U.S.
dollar and U.S. dollar-linked currencies in relation to the euro could lead
to intensified price-based competition in our markets resulting in lower
prices and margins and could have a negative impact on our business and
results of operations.
We believe that our ability to compete successfully in our markets depends
on a number of factors both within and outside our control, including:
- price, product quality and system performance;
- ease of use and reliability of our products;
- manufacturing lead times, including the lead times of our
subcontractors;
- cost of ownership;
- success in developing or otherwise introducing new products; and
- market and economic conditions.
COMPLIANCE WITH INTERNAL CONTROLS, PROCEDURES AND EVALUATIONS AND
ATTESTATION REQUIREMENTS MAY BE VERY COSTLY AND RESULT IN THE
IDENTIFICATION OF SIGNIFICANT DEFICIENCIES OR MATERIAL WEAKNESSES
Beginning with the fiscal year ended December 31, 2006, pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, we will be required, as a foreign
private issuer, to perform an evaluation of our internal controls over
financial reporting and have our independent auditor publicly disclose its
conclusions regarding such evaluation. We are establishing procedures in
order to comply with Section 404 in the timeframe permitted under the
regulations of the Securities and Exchange Commission, although as of the
date of this filing we have not yet finalized these procedures. We expect
that establishing procedures and ensuring compliance with these
requirements will be expensive and time-consuming. If we fail to complete
these procedures and the required evaluation in a timely manner, or if our
independent auditor cannot attest to our evaluation in a timely manner, we
could be subject to regulatory review and penalties which may result in a
loss of public confidence in our internal controls. In addition, we may
uncover significant deficiencies or material weaknesses in our internal
controls. Measures
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taken by us to remedy these issues may require significant effort and
expense, as well as the commitment of significant managerial resources.
Each of these circumstances may have an adverse impact on our business,
financial condition and results of operations or on our share price.
WE MUST INTRODUCE NEW PRODUCTS IN A TIMELY FASHION AND WE ARE DEPENDENT
UPON MARKET ACCEPTANCE OF THESE PRODUCTS
Our industry is subject to rapid technological change and new product
introductions and enhancements. The success of our business strategy and
results of operations are largely based upon accurate anticipation of
customer and market requirements. Our ability to implement our overall
strategy and remain competitive will depend in part upon our ability to
develop new and enhanced products and to introduce them at competitive
price levels. We must also accurately forecast commercial and technical
trends in the semiconductor industry so that our products provide the
functions required by our customers and are configured for use in their
facilities. We may not be able to respond effectively to technological
changes or to specific product announcements by competitors. As a result,
the introduction of new products embodying new technologies or the
emergence of new industry standards could render our existing products
uncompetitive from a pricing standpoint, obsolete or unmarketable.
Although we expect to continue to introduce new products in each of our
product lines and enhance our existing products, we cannot assure you that
we will be successful in developing new or enhanced products in a timely
manner or that any new or enhanced products that we introduce will achieve
market acceptance, which could have an adverse impact on our business and
results of operations.
WE ARE LARGELY DEPENDENT UPON OUR INTERNATIONAL OPERATIONS
We have manufacturing and/or sales and service facilities and personnel in,
amongst others, the Netherlands, Austria, Germany, Hungary, Malaysia,
Korea, Hong Kong, Singapore, Japan, China, Philippines and the United
States, and our products are marketed, sold and serviced worldwide. Our
operations are subject to risks inherent in international business
activities, including, in particular:
- general economic and political conditions in each country;
- the overlap of different tax structures;
- management of an organization spread over various countries;
- currency fluctuations, which could result in increased operating
expenses and reduced revenues;
- greater difficulty in accounts receivable collection and longer
collection periods;
- unexpected changes in regulatory requirements, compliance with a
variety of foreign laws and regulations; and
- import and export licensing requirements, trade restrictions and
changes in tariff and freight rates.
In addition, each region in the global semiconductor equipment market
exhibits unique characteristics that can cause capital equipment investment
patterns to vary significantly from period to period.
WE ARE DEPENDENT ON NET SALES FROM CUSTOMERS IN VARIOUS PACIFIC RIM
COUNTRIES WHO HAVE EXPERIENCED ECONOMIC DIFFICULTIES IN THE PAST
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A substantial portion of our net sales are derived from customers in
various Pacific Rim countries. Many Pacific Rim countries experienced
banking and currency difficulties that have led to economic recessions at
times in the recent past. Specifically, fluctuations in the value of Korean
and Southeast Asian currencies, together with difficulties in obtaining
credit, has resulted periodically in a decline in the purchasing power of
our Korean and Southeast Asian customers and has resulted in the
cancellation or delay of orders for our products from Korean and Southeast
Asian customers. In addition, if Japan's economy were to weaken again,
investments by Japanese customers may be negatively affected with potential
negative implications for the economies of other Pacific Rim countries.
OUR RESULTS OF OPERATIONS HAVE IN THE PAST AND COULD IN THE FUTURE BE
AFFECTED BY CURRENCY EXCHANGE RATE FLUCTUATIONS
For the year ended December 31, 2005, the percentage of our consolidated
net sales denominated in euro was approximately 47% whereas the percentage
of our consolidated net sales represented by U.S. dollars or U.S.
dollar-linked currencies was approximately 53%. Approximately 75% of our
costs and expenses were denominated in euro for such year. For the quarter
ended March 31, 2006, the percentage of our consolidated net sales
denominated in euro was approximately 45% whereas the percentage of our
consolidated net sales represented by U.S. dollars or U.S. dollar-linked
currencies was approximately 55%. As a result, our results of operations
could be adversely affected by fluctuations in the value of the euro
against the U.S. dollar. In recent periods, the value of the U.S. dollar
has declined significantly in comparison with the euro. We seek to manage
our exposure to such fluctuations in part by hedging firmly committed sales
contracts denominated in U.S. dollars. While management will continue to
monitor our exposure to currency fluctuations and may use financial hedging
instruments to minimize the effect of these fluctuations, we cannot assure
you that exchange rate fluctuations will not have an adverse effect on our
results of operations or financial condition.
IF WE FAIL TO CONTINUE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL, OUR
BUSINESS MAY BE HARMED
Our future operating results depend in significant part upon the continued
contribution of our senior executive officers and key employees, including
a number of specialists with advanced university qualifications in
engineering, electronics and computing. In addition, our business and
future operating results depend in part upon our ability to attract and
retain other qualified management, technical, sales and support personnel
for operations. We believe that our ability to increase our manufacturing
capacity and that of our subsidiaries has from time to time been
constrained by the limited number of such skilled personnel. Competition
for such personnel is intense, and we may not be able to continue to
attract and retain such personnel. The loss of any key executive or
employee or the inability to attract and retain skilled executives and
employees as needed could adversely affect our business, financial
condition and results of operations.
WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH COULD
MAKE US LESS COMPETITIVE AND CAUSE US TO LOSE MARKET SHARE
Although we seek to protect our intellectual property rights through
patents, trademarks, copyrights, trade secrets and other measures, we
cannot assure you that we will be able to protect our technology
adequately, that our competitors will not be able to develop similar
technology independently, that any of our pending patent applications will
be issued, or that intellectual property laws will protect our intellectual
property rights. In addition, we operate internationally and intellectual
property protection varies among the jurisdictions in which we conduct
business. Litigation may be necessary in order to enforce our patents,
copyrights or
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other intellectual property rights, to protect our trade secrets, to
determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement. Litigation could result in
substantial costs and diversion of resources and could have a material
adverse effect on our business and operating results. In addition, third
parties may seek to challenge, invalidate or circumvent any patent issued
to us, the rights granted under any patent issued to us may not provide
competitive advantages and third parties may assert that our products
infringe patent, copyright or trade secrets of such parties. Furthermore,
third parties may independently develop similar products or duplicate our
products. If any party is able to successfully claim that our creation or
use of proprietary technology infringes upon their intellectual property
rights, we may be forced to pay damages. In addition to any damages we may
have to pay, a court could require us to stop the infringing activity or
obtain a license which may not be available on terms which are favorable to
us or may not be available at all.
WE ARE SUBJECT TO ENVIRONMENTAL RULES AND REGULATIONS IN A VARIETY OF
JURISDICTIONS
We are subject to a variety of governmental regulations relating to the
use, storage, discharge and disposal of chemical by-products of, and water
used in, our manufacturing processes. Environmental claims or the failure
to comply with any present or future regulations could result in the
assessment of damages or imposition of fines against us, suspension of
production or a cessation of operations. New regulations could require us
to acquire costly equipment or to incur other significant expenses. Any
failure by us to control the use or adequately restrict the discharge of
hazardous substances could subject us to future liabilities.
WE MAY ACQUIRE OR MAKE INVESTMENTS IN COMPANIES OR TECHNOLOGIES, ANY OF
WHICH COULD DISRUPT OUR ONGOING BUSINESS, DISTRACT OUR MANAGEMENT AND
EMPLOYEES, INCREASE OUR EXPENSES AND ADVERSELY AFFECT OUR RESULTS OF
OPERATIONS
As part of our future growth strategy, we may from time-to-time acquire or
make investments in companies and technologies. We could face difficulties
in integrating personnel and operations from the acquired businesses and in
retaining and motivating key personnel from these businesses. In addition,
these acquisitions may disrupt our ongoing operations, divert management
resources and attention from day-to-day activities, increase our expenses
and adversely affect our results of operations. In addition, these types of
transactions often result in charges to earnings for items such as the
amortization of intangible assets or in-process research and development
expenses. Any future acquisitions or investments in companies or
technologies could involve other risks, including the assumption of
additional liabilities, dilutive issuances of equity securities, the
utilization of our cash and the incurrence of debt.
WE ARE SUBJECT TO PROVISIONS OF DUTCH LAW, WHICH MAY RESTRICT THE ABILITY
OF OUR SHAREHOLDERS TO PARTICIPATE IN SOME DECISIONS
We are subject to provisions of Dutch law applicable to large companies
that, together with some provisions of our Articles of Association, have
the effect of concentrating control over significant corporate decisions
and transactions in the hands of the Supervisory Board. Under this regime,
the Supervisory Board has the power to appoint and dismiss the members of
the Board of Management. The members of the Supervisory Board are appointed
by the General Meeting of Shareholders, but the Supervisory Board may
provide binding nominations for the majority of the members to be
appointed. Consequently, this regime may have the effect of delaying or
preventing a takeover attempt, including a takeover attempt that might
result in a premium over the market price for our ordinary shares.
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ANTI-TAKEOVER PROVISIONS COULD DELAY OR PREVENT A CHANGE OF CONTROL,
INCLUDING A TAKEOVER ATTEMPT THAT MIGHT RESULT IN A PREMIUM OVER THE MARKET
PRICE FOR OUR ORDINARY SHARES
Our Articles of Association provide for the possible issuance of preference
shares. Such shares may be issued pursuant to a resolution of the General
Meeting of Shareholders. The General Meeting of Shareholders granted the
Board of Management the right to issue preference shares. In April 2000, we
established the foundation "Stichting Continuiteit BE Semiconductor
Industries", which we refer to as the Foundation, whose board consists of
five members, four of whom are independent of BE Semiconductor Industries
N.V. We have granted the Foundation a call option pursuant to which the
Foundation may purchase up to 80,000,000 preference shares. If the
Foundation were to exercise the call option, it may result in delaying or
preventing a takeover attempt, including a takeover attempt that might
result in a premium over the market price for our ordinary shares.
WE MAY IN THE FUTURE BE CONSIDERED A PASSIVE FOREIGN INVESTMENT COMPANY
The U.S. Internal Revenue Code of 1986, as amended, contains special rules
relating to passive foreign investment companies, or PFICs. A U.S. holder
who owns stock in a PFIC generally is subject to adverse tax consequences
under these rules. These rules do not apply to non-U.S. holders. A company
is treated as a PFIC if at least 75% of its gross income for a taxable year
consists of "passive income", defined generally as income from passive
investments, as opposed to operating income. A company is also treated as a
PFIC if the average percentage of the value of its assets that produce or
are held for the production of passive income, including cash balances, is
at least 50%. There can be no assurance that we will in future years have
sufficient revenues from product sales or sufficient non-passive assets to
avoid becoming a PFIC.
If we were classified as a PFIC, unless a U.S. holder made a timely
specific election, a special tax regime would apply to any "excess
distribution", which would be the U.S. holder's share of distributions in
any year that are greater than 125% of the average annual distributions
received by the U.S. holder in the three preceding years or the U.S.
holder's holding period, if shorter, and any gain realized on the sale or
other disposition of the ordinary shares. Under this regime, any excess
distribution and realized gain would be treated as ordinary income and
would be subject to tax as if the excess distribution or gain had been
realized ratably over the U.S. holder's holding period for the ordinary
shares. A U.S. holder will generally be required to pay taxes on the amount
allocated to a year at the highest marginal tax rate and pay interest on
the prior year's taxes. A U.S. holder may be able to ameliorate the tax
consequences somewhat by making a mark-to-market election, or QEF election,
that is, an election to have us treated as a qualified electing fund for
U.S. federal income tax purposes. You should consult your tax advisor
regarding the tax consequences of our classification as a PFIC.
PRICE VOLATILITY OF THE ORDINARY SHARES
The current market price of our ordinary shares may not be indicative of
prices that will prevail in the trading market in the future. In
particular, since our initial public offering in December 1995, the market
price of our ordinary shares has experienced significant appreciation and,
more recently, significant depreciation, as have price levels for equity
securities generally and price levels for equity securities of companies
associated with the semiconductor industry and other high-technology
fields. In addition, since our initial public offering, the market price of
our ordinary shares has experienced significant fluctuations, including
fluctuations that are unrelated to our performance. We expect that market
price fluctuations will continue in the future.
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ITEM 2 - SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS
None
ITEM 3 - DEFAULTS ON SENIOR SECURITIES
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 22, 2006, we held our Annual General Meeting of Shareholders. At
the meeting, where 7,366,290 ordinary shares were represented, the
following matters were presented to and voted upon by our shareholders.
1) The annual accounts for the year ended December 31, 2005 were adopted
by a unanimous vote of all shares casting votes at the meeting.
2) The conduct of, and actions taken by the members of the Board of
Management during the year ended December 31, 2005, were approved and
ratified. The votes were cast as follows: 5,632,740 ordinary shares
voted for the proposal and 1,733,550 ordinary shares abstained from
voting.
3) The conduct of, and actions taken by the members of the Supervisory
Board with respect to their supervision of the activities of the
management board were approved and ratified. The votes were cast as
follows: 5,632,740 ordinary shares voted for the proposal and
1,733,550 ordinary shares abstained from voting.
4) Our Supervisory Board member Mr W. Maris retired at the annual meeting
of 2006, as a result of which one vacancy arose. A proposal to
re-appoint Mr W. Maris for four years was approved. The votes were
cast as follows: 5,382,035 ordinary shares voted for the proposal and
1,984,255 ordinary shares abstained fom voting.
5) A proposal to authorize the Board of Management for a period of one
year, running from May 14, 2007 until May 14, 2008, to pass a
resolution, subject to approval from the Board of Supervisory
Directors: (i) on the issue of ordinary shares and on the granting of
options of ordinary shares for a maximum of 20% of the number of
ordinary shares comprised in the authorised capital according to the
Articles of Association of the Company as they read at the time of the
issue or grant, as well as (ii) on the exclusion or restriction of the
pre-emptive right of ordinary shares with respect to the maximum
number of ordinary shares as described above, was approved. The votes
were cast as follows: 5,338,785 ordinary shares voted for the proposal
and 2,027,509 ordinary shares voted against the proposal.
6) A proposal to extend the period for which the power was conferred on
the Board of Management to pass a resolution, subject to approval from
the Board of Supervisory Directors, on the issuance of preference
shares and on the granting of rights to subscribe for preference
shares in the authorized capital according to the Articles of
Association of the Company as they read at the time of the relevant
issuance or granting of rights, by one year was approved. The votes
were cast as follows: 5,169,881 ordinary shares voted for the proposal
and 2,196,409 ordinary shares voted against the proposal.
7) A proposal authorizing the Board of Management, for a limited period
of time, to repurchase on our behalf, within the limits set by our
Articles of Association, our ordinary shares up to the maximum number
allowed at that moment in time pursuant to Section 98
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paragraph 2 Book 2 of the Civil Code was approved by a unanimous vote
of all shares casting votes at the meeting.
8) A proposal to pass a resolution on the appointment of Ernst & Young as
our auditor was approved by a unanimous vote of all shares casting
votes at the meeting.
ITEM 5 - OTHER INFORMATION
None
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