Exhibit 99.1
NPTest Reports Results for First Quarter 2004
SAN JOSE, Calif.--(BUSINESS WIRE)--April 28, 2004--NPTest Holding
Corporation ("NPTest" or the "Company")(Nasdaq:NPTT), a leading
provider of test and diagnostic products and services for the
semiconductor industry, reported financial results for the first
quarter ended March 31, 2004.
Revenues for the quarter were $58.6 million, up 7% from $55.0
million in the previous quarter. Net loss was $1.2 million, or $0.03
per share on a GAAP basis, versus a net loss attributable to common
shareholders of $68.9 million in the fourth quarter 2003. The net loss
this quarter included special charges of $3.4 million associated with
the acquisition of NPTest, Inc. by NPTest Holding Corporation, the
subsequent initial public offering (IPO) in 2003 and filing of
Registration Statement of Form S-4 in 2004. On a non GAAP basis the
operating income was $1.6 million and net income was $1.3 million for
the quarter, or $0.03 per share.
Net orders for the quarter were $91.4 million, up more than 75%
from last quarter. This increase was driven both by Service orders,
which are typically strong in the first quarter, and incremental
Sapphire NP(TM) business. The Company finished the quarter with $93
million in cash and no debt.
"We are very pleased with our financial and operational results
for the first quarter," stated Ashok Belani, president and chief
executive officer, NPTest. "We successfully executed against all our
key strategic objectives -- most important among these was our success
in establishing our new test platform, Sapphire NP, in the market,
with customer acceptance exceeding our expectations. In addition, we
beat our financial objectives, and new higher speed bus technologies
such as PCI Express presented excellent opportunities at the high end
of the ATE performance spectrum for our EXA3000 product line." Belani
concluded, "These factors, coupled with broad based increase in demand
for test capacity, are causing us to feel more optimistic about our
business prospects over the coming quarters."
Conference Call/Webcast Details
NPTest will hold its conference call to discuss these results
today, Wednesday April 28, 2004, at 4.30pm ET. The call will be
simulcast via the NPTest web site at www.nptest.com under the
"Investor Relations -- Events" section. A replay of the call will be
available via phone and web site through May 12, 2004. The replay
number in the U.S. and Canada is (800) 642-1687. The replay number
outside the U.S. and Canada is (706) 645-9291. The conference code is
6829200. A replay will also be available on the NPTest web site
www.nptest.com under the Investor Relations Events section.
About NPTest
NPTest designs, develops and manufactures advanced semiconductor
test and diagnostic systems and provides related services for the
semiconductor industry. NPTest customers include integrated device
manufacturers, foundries, fabless companies and assembly and test
subcontractors worldwide. NPTest products and services enable
companies to bring their increasingly complex integrated circuits, or
ICs, to market faster at lower cost and without compromising IC
quality. The NPTest business traces its history back to 1965 when
Fairchild Semiconductor established an automated test equipment
division. NPTest is headquartered in San Jose, California, USA.
Additional information is available at www.nptest.com.
GAAP vs non GAAP Results
In addition to disclosing results that are determined in
accordance with GAAP, NPTest also discloses non GAAP results of
operations that exclude certain charges and credits. NPTest reports
non GAAP results in order to better assess and reflect operating
performance. These results are provided as a complement to results
provided in accordance with GAAP. Management believes the non GAAP
measure helps indicate underlying trends in the NPTest business, and
management uses non GAAP measures to plan and forecast future periods,
and to establish operational goals. Earnings guidance is being
provided on a GAAP basis. Non GAAP information is not determined using
GAAP and should not be considered superior to or as a substitute for
GAAP measures or data prepared in accordance with GAAP. Furthermore
non GAAP information may not be comparable across companies, as other
companies may use different non GAAP adjustments.
Safe Harbor Statement
Statements in this press release other than statements of
historical fact are "forward-looking" statements within the meaning of
the Private Securities Litigation Reform Act of 1995. The Company's
future results could differ materially from the expectations discussed
herein. Factors that could cause or contribute to such differences
include general economic and political uncertainty, conditions in the
semiconductor industry, changes in the conditions affecting our target
markets, manufacturing utilization, fluctuations in customer demand,
raw material costs and availability, timing and success of new
products, competitive conditions in the semiconductor industry, and
risks associated with international operations including fluctuations
in foreign currencies. For a more comprehensive discussion of risks
and uncertainties relating to our business, please read the
discussions of these risks in the Company's Form 10-K filed with the
SEC. The Company undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after
the date of this press release.
In the following tables and text, all numbers are denoted in
thousands unless otherwise indicated.
Table 1. Condensed Consolidated Statement of Operations (GAAP) -
Unaudited
- ---------------------------------------------------------------------
Three Months Ending
--------------------------
Dollars in Thousands, except for share and March 31, December 31,
per share amounts 2004 2003
Net revenue 58,640 55,011
Cost of net revenue 37,137 43,206
------------- ------------
Gross Margin 21,503 11,805
Operating expenses
Research and development 10,985 10,316
Selling, general and administrative 12,373 18,020
------------- ------------
Total operating expenses 23,358 28,336
------------- ------------
Operating loss (1,855) (16,531)
Interest income (expense), net 197 (8,031)
Exchange gain (loss), net 11 (245)
------------- ------------
Total Other Inc./(Exp) 208 (8,276)
Loss Before Taxes (1,647) (24,807)
Income tax benefit 478 8,982
------------- ------------
Net Loss After Taxes (1,169) (15,825)
Dividend on Cumulative Redeemable
Preferred Stock - (53,072)
------------- ------------
Net loss attributable to common
stockholders (1,169) (68,897)
============= ============
Basic and diluted net loss per common
share ($0.03) ($5.94)
Weighted average shares in net loss per
share calculation 39,986,572 11,600,926
The following is a reconciliation of GAAP net loss to non GAAP net
income (loss):
GAAP Loss before income tax (1,647) (24,807)
Dividend on Cumulative Redeemable
Preferred Stock 0 (53,072)
GAAP Loss before income tax but including
dividend on Cumulative Redeemable
Preferred Stock (1,647) (77,879)
(1) Amortization of Identified Intangibles 1,079 5,266
(2) Amortization of tangible assets
written up to market 997 1,761
(3) IPO charges not capitalized against
IPO proceeds 293 727
(4) Registration Statement S-4 related
expenses 926 0
(5) Divestiture & Retention bonuses paid 127 125
(6) Interest and charges on convertible
mandatory redeemable preferred stock - 53,072
(7) Interest expense and financing cost on
senior term loan - 5,720
(8) Advisory fees - 5,419
(9) Interest and charges on mandatory redeemable
preferred stock 2,318
Subtotal 3,422 74,408
non GAAP Income (Loss) before income tax 1,775 (3,471)
non GAAP income tax Benefit (Expense) (515) 2,024
non GAAP Net Income (Loss) 1,260 (1,447)
Table 2. Condensed Consolidated Statement of Operations (non GAAP) -
Unaudited
- ----------------------------------------------------------------------
Three Months Ending
-------------------------
Dollars in Thousands, except for share and March 31, December 31,
per share amounts 2004 2003
-------------------------
non GAAP financials as adjusted for special
charges:
Net revenue 58,640 55,011
Cost of net revenue 35,121 36,242
Gross Margin 23,519 18,769
Operating expenses
Research and development 10,985 10,316
Selling, general and administrative 10,967 11,686
Total operating expenses 21,952 22,002
Operating income (loss) 1,567 (3,233)
Interest income (expense), net 197 7
Exchange gain (loss), net 11 (245)
Total Other Inc./(Exp) 208 (238)
Income (Loss) Before Taxes 1,775 (3,471)
Income tax benefit (expense) (515) 2,024
Income(Loss) After Taxes 1,260 (1,447)
Basic and Diluted net income (Loss) per
common shares 0.03 (0.12)
Weighted average shares in net loss per share
calculation 39,986,572 11,600,926
1st Quarter 2004 Activity
(1) The charge for the amortization of identifiable intangible
assets of $1,079 includes:
-- $522 in amortization of backlog;
-- $503 in amortization of core technology; and
-- $54 in amortization of customer relationships.
In the GAAP Statement of Operations, the $1,079 charge is included
in the cost of net revenue. These intangible assets arose out of our
acquisition of NPTest, Inc.
(2) The increase in the charge for depreciation of property plant
and equipment as a result of our acquisition of NPTest, Inc. and the
increase in cost of net product revenue resulting from the write-up to
fair value of our inventory, totaling $997 included:
-- $217 in increased inventory charges related to the write-up of
work in process inventories;
-- $611 in increased inventory charges related to the write-up of
finished goods inventories;
-- $97 in increased inventory charges related to the write-up of
spare parts inventories; and
-- $72 in depreciation of the write-up of plant property &
equipment as a result of the acquisition.
In the GAAP Statement of Operations, $937 of this charge is
included in the cost of net revenue and $60 is included in Selling,
General & Administrative expenses.
(3) The charge for accounting, legal and other expenses related to
the IPO (not capitalized against the proceeds of the IPO) of $293
include:
-- $34 in accounting services;
-- $156 in tax consulting services;
-- $99 in legal services; and
-- $4 in other services.
In the GAAP Statement of Operations the $293 charge was included
in Selling, General & Administrative expenses.
(4) The charge for accounting, legal and other expenses related to
the Registration Statement on Form S-4 of $926 include:
-- $91 in accounting services;
-- $835 in legal services; and
In the GAAP Statement of Operations the $926 charge was included
in Selling, General & Administrative expenses.
(5) The charge for the amortization of a retention bonus of $127
was included in Selling, General & Administrative expenses. These
retention bonuses were offered in connection with our acquisition of
NPTest, Inc.
4th Quarter 2003 Activity
(1) The charge for the amortization of identifiable intangible
assets of $5,266 includes:
-- $4,709 in amortization of backlog;
-- $503 in amortization of core technology; and
-- $54 in amortization of customer relationships.
In the GAAP Statement of Operations, the $5,266 charge is included
in the cost of net revenue.
(2) The increase in the charge for depreciation of property plant
and equipment as a result of our acquisition of NPTest, Inc. and the
increase in cost of net product revenue resulting from the write-up to
fair value of our inventory, totaling $1,761 included:
-- $940 in increased inventory charges related to the write-up of
work in process inventories;
-- $568 in increased inventory charges related to the write-up of
finished goods inventories;
-- $103 in increased inventory charges related to the write-up of
spare parts inventories; and
-- $150 in depreciation of the write-up of plant property &
equipment as a result of the acquisition.
In the GAAP Statement of Operations, $1,698 of this charge is
included in the cost of net revenue and $63 is included in Selling,
General & Administrative expenses.
(3) The charge for accounting, legal and other expenses related to
the IPO (not capitalized against the proceeds of the IPO) of $727
include:
-- $494 in accounting services;
-- $180 in tax consulting services;
-- $36 in legal services; and
-- $17 in other services.
In the GAAP Statement of Operations the $727 charge was included
in Selling, General & Administrative expenses.
(5) The charge for the amortization of a retention bonus of $125
was included in Selling, General & Administrative expenses.
(6) The charge for accelerated amortization of issuance costs and
the Beneficial Conversion Feature (BCF) associated with exchanging the
convertible mandatory redeemable preferred stock of NPTest Holding
Corporation for our common stock of approximately $53,072 includes:
-- $51,761 in accretion of financing costs and BCF; and
-- $1,311 in dividends through December 16, 2003.
In the GAAP Statement of Operations, the $53,072 charge is
reported in its own line under Dividend on Convertible Mandatory
Redeemable Preferred Stock.
(7) The charge for the accelerated amortization of deferred
financing costs plus any accrued interest from October 1, 2003 through
the repayment of our $75.0 million term loan of $5,720 includes:
-- $5,280 in accelerated amortization of deferred financing
costs; and
-- $440 in accrued interest from October 1, 2003.
In the GAAP Statement of Operations, the $5,720 charge is
classified as Interest Expense.
(8) The charge for advisory fees of approximately $5,419 in
advisory fees includes:
-- $5,000 in a one time payment due under the amended Advisory
Agreement; and
-- $419 as the amount due in the period under the pre-existing
Advisory Agreement.
In the GAAP Statement of Operations, the $5,419 charge is included
in the line Selling, General & Administrative expenses.
(9) The charge for dividends and accretion on the mandatory
redeemable preferred stock of NPTest Capital Corporation of $2,318 was
charged to interest expense included:
-- $1,336 in accelerated amortization of deferred financing
costs; and
-- $982 in accrued interest from October 1, 2003 to December 16,
2003.
In the GAAP Statement of Operations, the $2,318 was included in
interest income (expense) net.
NPTest Holding Corp.
Condensed Consolidated Balance Sheets
(in thousands)
March 31, December 31,
2004 2003
----------- ------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents 92,985 93,723
Accounts receivable, net of allowance for
doubtful accounts 52,409 53,185
Inventory 86,766 90,143
Deferred income taxes 36,652 36,652
Prepaid expenses and other current assets 8,397 11,620
----------- ------------
Total current assets 277,209 285,323
Property, plant and equipment, net 23,868 24,378
Deferred income taxes 123 123
Goodwill 8,649 8,649
Intangible assets 16,164 17,243
Other assets 1,093 336
----------- ------------
Total assets $327,106 $336,052
----------- ------------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable 16,646 17,638
Accrued liabilities 27,862 33,001
Income taxes payable 1,213 2,505
----------- ------------
Total current liabilities 45,721 53,144
Deferred income taxes 6,692 6,689
Pension and postretirement benefits 687 709
----------- ------------
Total liabilities 53,100 60,542
----------- ------------
Common stock, par value $.001 per share 40 40
Additional paid-in capital 353,005 353,284
Other comprehensive income (116) (60)
Accumulated deficit (78,923) (77,754)
----------- ------------
Total stockholders' equity 274,006 275,510
----------- ------------
Total liabilities and stockholders'
equity $327,106 $336,052
----------- ------------
NPTest and Sapphire NP are trademarks of NPTest registered with
the US Patent and Trademark Office, and are registered in other
countries.
CONTACT: NPTest, Inc.
Colin Ritchie, 408-586-6740
critchie@nptest.com