<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarter Ended June 30, 2000
or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from __________ to
___________.
Commission File Number 0-11370
CERPROBE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 86-0312814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1150 NORTH FIESTA BOULEVARD, GILBERT, ARIZONA 85233
(Address of principal executive offices) (Zip Code)
(480) 333-1500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
As of August 7, 2000, there were 9,488,232 shares of the registrant's
Common Stock outstanding.
<PAGE> 2
CERPROBE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999.................................3
Condensed Consolidated Statements of Operations -
Three and Six Months Ended June 30, 2000 and 1999...................4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2000 and 1999.............................5
Notes to Condensed Consolidated Financial Statements................6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS................................11
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS..................................................17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...................................17
SIGNATURE ...................................................................18
2
<PAGE> 3
CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 2000 1999
------------ ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash $ 6,482,402 $ 3,484,045
Accounts receivable, net of allowance of $408,711
in 2000 and $397,763 in 1999 18,727,957 12,313,053
Inventories, net 11,528,246 9,728,500
Accrued interest receivable 55,781 22,157
Prepaid expenses 1,332,292 1,107,378
Income taxes receivable 2,135,196 4,041,140
Deferred tax asset 301,821 2,123,609
------------ ------------
Total current assets 40,563,695 32,819,882
Property, plant, and equipment, net 24,024,070 23,537,021
Intangible assets, net 24,500,248 26,334,157
Other assets 535,154 676,485
------------ ------------
Total assets $ 89,623,167 $ 83,367,545
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,717,725 $ 3,687,143
Accrued expenses 5,570,133 5,584,724
Current portion of notes payable 12,777,650 10,334,878
Current portion of capital lease obligations 973,240 954,957
Net liabilities of discontinued operations 388,168 446,629
------------ ------------
Total current liabilities 23,426,916 21,008,331
Notes payable, less current portion 4,994,190 5,200,034
Capital lease obligations, less current portion 2,757,845 2,454,637
Deferred tax and other liabilities 439,476 472,158
------------ ------------
Total liabilities 31,618,427 29,135,160
------------ ------------
Minority interest 1,812,341 1,115,545
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.05 par value; authorized 10,000,000
shares; issued and outstanding none -- --
Common stock, $.05 par value; authorized 25,000,000
shares; issued 9,888,226 and outstanding 9,479,902 shares at
June 30, 2000 and issued 9,863,245 and outstanding
9,419,052 shares at December 31, 1999 494,032 493,162
Additional paid-in capital 67,836,465 67,830,701
Accumulated deficit (6,297,810) (9,074,938)
Accumulated other comprehensive loss:
Foreign currency translation (395,248) (236,534)
------------ ------------
61,637,439 59,012,391
Treasury stock, at cost, 408,324 shares at June 30, 2000
and 444,193 shares at December 31, 1999 (4,618,017) (5,027,278)
Notes receivable from related parties (827,023) (868,273)
------------ ------------
Total stockholders' equity 56,192,399 53,116,840
------------ ------------
Total liabilities and stockholders' equity $ 89,623,167 $ 83,367,545
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 30,970,300 $ 14,102,742 $ 57,747,718 $ 29,708,636
Costs of goods sold 16,445,161 9,856,512 32,328,328 19,902,058
------------ ------------ ------------ ------------
Gross profit 14,525,139 4,246,230 25,419,390 9,806,578
------------ ------------ ------------ ------------
Expenses:
Selling, general, and administrative 7,581,490 5,408,697 14,658,590 9,708,907
Engineering and product development 1,234,270 1,263,679 2,289,368 2,061,943
Goodwill amortization 960,397 129,552 1,908,029 256,773
------------ ------------ ------------ ------------
Total expenses 9,776,157 6,801,928 18,855,987 12,027,623
------------ ------------ ------------ ------------
Operating income (loss) 4,748,982 (2,555,698) 6,563,403 (2,221,045)
------------ ------------ ------------ ------------
Other income (expense):
Interest income 119,732 201,430 211,616 430,840
Interest expense (581,950) (113,496) (1,128,170) (203,982)
Other, net 107,638 38,554 273,886 (1,077)
------------ ------------ ------------ ------------
Total other income (expense) (354,580) 126,488 (642,668) 225,781
------------ ------------ ------------ ------------
Income (loss) from continuing operations before
minority interest and income taxes 4,394,402 (2,429,210) 5,920,735 (1,995,264)
Minority interest (508,088) (122,213) (714,668) (188,516)
------------ ------------ ------------ ------------
Income (loss) from continuing operations before income taxes 3,886,314 (2,551,423) 5,206,067 (2,183,780)
Income tax (provision) benefit (1,625,007) 892,459 (2,428,938) 675,170
------------ ------------ ------------ ------------
Income (loss) from continuing operations 2,261,307 (1,658,964) 2,777,129 (1,508,610)
Discontinued operations:
Loss from operations of SVTR, Inc., net of taxes -- -- -- (5,322)
------------ ------------ ------------ ------------
Net income (loss) $ 2,261,307 $ (1,658,964) $ 2,777,129 $ (1,513,932)
============ ============ ============ ============
Net income (loss) per common share:
Basic:
Net income (loss) per common share $ 0.24 $ (0.22) $ 0.29 $ (0.20)
============ ============ ============ ============
Weighted average number of common
shares outstanding 9,429,985 7,686,180 9,422,501 7,670,742
============ ============ ============ ============
Diluted:
Net income (loss) per common share $ 0.23 $ (0.22) $ 0.28 $ (0.20)
============ ============ ============ ============
Weighted average number of common and
common equivalent shares outstanding 9,890,198 7,686,180 9,807,995 7,670,742
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations $ 2,777,129 $(1,508,610)
Adjustments to reconcile net income (loss) from continuing operations
to net cash provided by (used in) continuing operations:
Depreciation and amortization 5,018,249 2,797,204
Loss on sale of equipment 1,583 347,977
Tax benefit from exercise of nonqualified stock options 9,000 --
Deferred income taxes 1,762,210 (183,590)
Provision for losses on accounts receivable 16,223 8,600
Provision for obsolete inventory 255,942 180,000
Income applicable to minority interest 714,669 188,516
Changes in working capital of continuing operations:
Accounts receivable (6,431,127) 173,799
Inventories (2,055,688) (587,683)
Prepaid expenses and other assets (160,778) (387,472)
Income taxes receivable 2,007,005 (1,135,812)
Accounts payable and accrued expenses 15,991 (1,201,447)
Other liabilities 26,896 (4,842)
----------- -----------
Net cash provided by (used in) continuing operations 3,957,304 (1,313,360)
----------- -----------
Net cash used in discontinued operations (159,522) (5,591)
----------- -----------
Net cash provided by (used in) operating activities 3,797,782 (1,318,951)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant, and equipment (3,674,078) (3,584,233)
Redemption of investment securities -- 3,152,577
Investment in CRPB Investors, L.L.C 43,571 110,544
Proceeds from sale of equipment 1,106 --
Issuance of notes receivable 41,250 --
----------- -----------
Net cash used in investing activities (3,588,151) (321,112)
----------- -----------
Cash flows from financing activities:
Issuance of notes payable 3,226,945 3,000,000
Payments on notes payable (668,527) (950,260)
Net proceeds from employee stock purchase plan 253,595 177,676
Net proceeds from exercise of stock options 153,300 528,250
----------- -----------
Net cash provided by financing activities 2,965,313 2,755,666
----------- -----------
Effect of exchange rates on cash (176,587) (239,213)
----------- -----------
Net increase in cash 2,998,357 876,390
Cash, beginning of period 3,484,045 4,753,696
----------- -----------
Cash, end of period $ 6,482,402 $ 5,630,086
=========== ===========
Supplemental disclosures of cash flow information from continuing operations:
Interest paid $ 1,128,170 $ 203,982
=========== ===========
Income taxes paid $ 724,065 $ 99,000
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CERPROBE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PREPARATION
The accompanying condensed consolidated financial statements as of June
30, 2000 and for the three and six months ended June 30, 2000 and 1999
are unaudited, but reflect all adjustments (consisting only of normal
recurring adjustments) that are, in the opinion of management, necessary
for a fair presentation of financial position and operating results for
the interim periods. The condensed consolidated balance sheet as of
December 31, 1999 was derived from the audited consolidated financial
statements at such date.
Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, the accompanying
consolidated financial statements and notes do not include all
disclosures required by generally accepted accounting principles for
complete financial statements. Accordingly, these statements should be
read in conjunction with Cerprobe Corporation's (the "Company") annual
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Results of operations for interim periods are not necessarily indicative
of those to be achieved for full fiscal years.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts of
Cerprobe Corporation and its subsidiaries: Cerprobe Europe Limited,
Cerprobe Europe S.A.S., Cerprobe Asia Holdings Pte Ltd, Cerprobe
Interconnect Solutions, Inc. ("CIS"), SVTR, Inc. ("SVTR"), Cerprobe Japan
Co., Ltd, and OZ Technologies, Inc. ("OZ"). All significant intercompany
transactions have been eliminated in consolidation.
Cerprobe Asia Holdings Pte Ltd is a 60% owner of Cerprobe Asia Pte Ltd;
the balance is owned by Asian investors. Cerprobe Asia Pte Ltd's wholly
owned subsidiaries, Cerprobe Singapore Pte Ltd and Cerprobe Taiwan Co.,
Ltd., operate full service sales and manufacturing plants. As of July 31,
2000, Cerprobe Corporation purchased the 40% ownership in Cerprobe Asia
Pte Ltd resulting in 100% ownership by Cerprobe Corporation.
In the third quarter of 1998, the Company discontinued operations of
SVTR, a company that refurbished, reconfigured, and serviced wafer
probing equipment. See Note 4.
In March 1999, the Company formed Cerprobe Japan Co., Ltd. to operate a
sales and distribution facility in Yokohama, Japan.
In December 1999, the Company acquired California-based OZ Technologies,
Inc. Accordingly, the consolidated financial statements as of December
31, 1999, and for the year ended December 31, 1999 include OZ's
activities since the date of acquisition. See Note 5.
In March 2000, the Company merged OZ and CIS into Cerprobe Corporation.
As a result, OZ and CIS are no longer considered separate legal entities.
6
<PAGE> 7
RECLASSIFICATIONS
Certain amounts in the 1999 financial statements have been reclassified
to conform with the 2000 presentation.
(2) COMMITMENTS AND CONTINGENCIES
In October 1998, the Company filed an action against the former
President, Director, and shareholder of Silicon Valley Test & Repair,
Inc., which was acquired by the Company by way of merger into its
wholly-owned subsidiary, SVTR, Inc., in January 1997. The suit seeks
rescission of the acquisition and/or monetary damages arising from
failure of the defendants to disclose material facts regarding the
origins of certain software necessary for SVTR, Inc.'s business. In
February 1999, the defendants filed a counter claim against the Company
alleging conversion, interference with contractual relations, unfair
business practices, breach of contract, and specific performance
allegedly arising from the Company's actions to preclude the defendants
from selling the Company stock received by defendants as part of the
purchase price of Silicon Valley Test & Repair, Inc.; the Company sought
to recover this stock and the balance of the purchase price through its
claims for rescission. In March 1999, the Company and SVTR filed an
amended complaint. The defendants responded and the action is proceeding
to trial. In July 2000, the defendants were granted Summary Judgement in
their favor on all of Cerprobe and SVTR, Inc.'s claims. The Company has
the right to appeal the Summary Judgement at the conclusion of the case.
While the Company intends to vigorously defend the defendants' counter
claim, it is impossible to predict the outcome of this or any other
litigation. It is not anticipated that the suit will have a material
adverse impact on the Company's financial condition or results of
operations.
The Company is involved in other legal actions arising in the ordinary
course of business. In the opinion of management, the disposition of
these actions would not have a material adverse effect on the Company.
(3) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) encompasses net income and "other
comprehensive loss", which includes all other non-owner transactions and
events which change stockholders' equity. The Company recognized
comprehensive income (loss) for the six months ended June 30, 2000 and
1999 as follows:
<TABLE>
<CAPTION>
Six months Ended June 30,
--------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net income (loss) $ 2,777,129 $(1,513,932)
Other comprehensive loss, net of tax benefit:
Foreign currency translation
adjustment (264,523) (366,225)
Tax benefit from foreign currency
translation 105,809 146,489
----------- -----------
Net other comprehensive loss (158,714) (219,736)
----------- -----------
Comprehensive income (loss) $ 2,618,415 $(1,733,668)
=========== ===========
</TABLE>
7
<PAGE> 8
(4) DISCONTINUED OPERATIONS
In the third quarter of 1998, the Company discontinued operations of
SVTR, a wafer prober refurbishing and upgrading subsidiary. The
discontinuance resulted from questions regarding the origins of certain
software necessary for SVTR's business.
SVTR has been accounted for as a discontinued operation and, accordingly,
its results of operations and financial position are segregated for all
periods presented in the accompanying consolidated financial statements.
Net sales, related losses, and income taxes associated with the
discontinued operations are as follows:
<TABLE>
<CAPTION>
Six months Ended
June 30, 1999
----------------
<S> <C>
Net sales $ --
-------
Loss from operations $(8,869)
Income tax benefit 3,547
-------
Loss from operations, net $(5,322)
=======
</TABLE>
The effective tax rate used in calculating the income tax benefit from
discontinued operations is approximately the same as the Company's
effective tax rate for continuing operations.
The net liabilities of SVTR, as reclassified in the accompanying
consolidated balance sheets, include the following:
<TABLE>
<CAPTION>
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Current assets $ 352,240 $ 554,585
Other assets 41,855 63,011
Current liabilities (117,943) (289,358)
Long-term debt (618) (5,286)
Other long-term liabilities (663,702) (769,581)
--------- ---------
$(388,168) $(446,629)
========= =========
</TABLE>
(5) ACQUISITIONS
In December 1999, the Company acquired all of the outstanding stock of
OZ, a manufacturer of systems solutions for IC package testing and a
leading designer and producer of high performance test sockets and
contactors, for $36 million. OZ also designs and distributes ATE test
boards and burn-in interfaces and systems. The purchase price consisted
of $19 million in cash, notes payable of $5.6 million, and 1.5 million
shares of the Company's Common Stock. The acquisition has been accounted
for as a purchase and, accordingly, the purchase price has been allocated
to the assets acquired and the liabilities assumed based upon the
estimated fair values at the date of acquisition. As a result of the
acquisition, $8.8 million of in-process research and development was
charged to operations. Goodwill of $21.2 million is being amortized on a
straight-line basis over seven years and $1.0 million of assembled
workforce is being amortized on a straight-line basis over four years.
The purchase price of $36 million plus acquisition costs of $1.9 million
was allocated as follows:
8
<PAGE> 9
<TABLE>
<S> <C>
Purchase price:
Cash $ 19,000,000
Notes payable 5,630,000
Common stock and additional paid in
capital 11,338,000
Costs of acquisition 1,900,000
------------
$ 37,868,000
============
Assets acquired and liabilities assumed:
Current assets $ 8,945,021
Property, plant, and equipment 1,822,749
Other assets 87,209
In-process research and development 8,815,000
Goodwill and assembled workforce 22,192,955
Current liabilities (3,994,934)
------------
$ 37,868,000
============
</TABLE>
At acquisition, the state of the research and development products was
not yet at a technological or commercially viable state. The Company did
not believe that the research and development products had any future
alternative use because if these products were not finished and brought
to ultimate product completion, they would have no other value.
Therefore, consistent with generally accepted accounting principles, the
Company recorded a charge for the full value of the in-process research
and development.
The condensed consolidated balance sheets as of June 30, 2000 and
December 31, 1999 include the accounts of OZ and results of operations
since the date of acquisition. The following summary, prepared on a pro
forma basis, excluding the charge for in-process research and
development, presents the results of operations as if the acquisition had
occurred on January 1, 1999.
<TABLE>
<CAPTION>
Six months ended
June 30, 1999
----------------
(unaudited)
<S> <C>
Net sales $ 43,144,000
Net loss (1,865,000)
Basic net income per share (.20)
Diluted net income per share (.20)
</TABLE>
The pro forma results are not necessarily indicative of what the actual
consolidated results of operations might have been if the acquisition had
been effective at the beginning of 1999 or as a projection of future
results.
(6) RELATED PARTY TRANSACTIONS
In August 1999, the Company and certain of its Directors and Officers
entered into Secured Promissory Notes and Stock Pledge Agreements. The
purpose of the loans was to exercise stock options scheduled to expire.
Interest on the notes is at 6% per annum with note maturities in August
2002. The notes are fully recourse to the borrowers and are also
collateralized by shares of the Company's Common Stock beneficially
owned by the borrowers. As of June 30, 2000 and December 31, 1999, the
balance on the notes was $827,023 and $868,273, respectively.
9
<PAGE> 10
(7) SEGMENT INFORMATION
The Company operates principally in one industry segment: the design,
development, manufacture, and marketing of semiconductor integrated
circuit test products and services. The Company's principal customers are
North American, European, and Asian semiconductor manufacturing
companies.
One of the Company's customers exceeded 10% of net sales. This customer
accounted for 17.1% and 16.7% of net sales for the six months ended June
30, 2000 and 1999, respectively. The accounts receivable from the
customer were $2,239,573 and $499,890 at June 30, 2000 and 1999,
respectively.
International sales represented 26.1% and 21.9% of the Company's net
sales for the six months ended June 30, 2000 and 1999, respectively.
The following is a summary of the Company's geographic operations for the
six months ended June 30:
<TABLE>
<CAPTION>
NORTH AMERICA EUROPE & ASIA ELIMINATIONS CONSOLIDATED
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
2000
Customer sales $42,676,750 $15,070,968 $ -- $57,747,718
Intercompany sales 996,671 2,654,658 (3,651,329) --
----------- ----------- ----------- -----------
Total sales $43,673,421 $17,725,626 $(3,651,329) $57,747,718
=========== =========== =========== ===========
Long-lived assets $51,302,637 $ 4,705,746 $(5,798,279) $50,210,104
=========== =========== =========== ===========
1999
Customer sales $23,201,352 $ 6,507,284 $ -- $29,708,636
Intercompany sales 149,400 1,240,425 (1,389,825) --
----------- ----------- ----------- -----------
Total sales $23,350,752 $ 7,747,709 $(1,389,825) $29,708,636
=========== =========== =========== ===========
Long-lived assets $29,329,844 $ 3,720,879 $(5,841,642) $27,209,081
=========== =========== =========== ===========
</TABLE>
10
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Selected Consolidated Financial Data and the Consolidated Financial Statements
and related Notes thereto of the Company appearing in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
OVERVIEW
The Company offers comprehensive solutions principally in one segment of the
semiconductor industry semiconductor test interconnect. The Company is a leading
manufacturer of probe cards, ATE interface assemblies, ATE test boards, and test
sockets/contactors. The Company believes it is the only company that designs,
manufactures, and assembles each of the electromechanical components that assure
the integrity of the electrical test signal that passes from the ATE to the IC
DUT. The Company's products address critical functions to assure IC quality,
reduce manufacturing costs, improve the accuracy of manufacturing yield data,
and identify repairable memory ICs.
The semiconductor industry is characterized as cyclical, with capacity boom
cycles followed by bust cycles that create tremendous pricing pressures. Despite
these cycles, the IC market has generally been a high volume, high growth
commodity market characterized by rapid technological change. The Company has
benefited from this and has grown substantially over the last five years as the
Company has increased its market share and expanded its product lines. Net sales
have increased from $26.1 million for 1995 to $62.7 million for 1999,
representing a five year average annualized growth rate of approximately 35%.
The Company has grown its business and expanded its product lines through
internal product development, strategic acquisitions, joint
development/ventures, and licensing of technologies. In 1990, the foundation for
the growth of the Company's core probe card business was the development of the
Company's CerCard(TM) technology. In April 1995, the Company acquired Fresh Test
Technology Corporation ("Fresh Test"), which enabled the Company to expand its
product line to include ATE interface assemblies. In December 1996, the Company
acquired Cerprobe Interconnect Solutions, Inc. ("CIS"), formerly CompuRoute,
Inc., which enabled the Company to offer ATE test boards, the Company's first
packaged IC testing product. In May 1997, the Company established a joint
development agreement with Japan-based Mitsubishi Materials Corporation. This
joint development has resulted in the Company's first probe card based upon the
Company's proprietary P4(TM) (Photolithographic Pattern Plated Probe)
technology. In September 1998, the Company acquired France-based Cerprobe Europe
S.A.S., formerly SemiConducteur Services, S.A., a probe card company, which
enabled the Company to further expand in and service the European market.
Additionally, in November 1998, the Company signed an agreement with Feinmetall
GmbH, a German contact technology company, which provided the Company with an
exclusive license to design, manufacture, and distribute Vertical integrated
Probe (ViProbe(R)) products worldwide, except Europe. Finally, in December 1999,
the Company acquired OZ Technologies, Inc. ("OZ"), which enabled the Company to
offer test sockets, test contactors, and test boards used for testing packaged
ICs.
From 1996 through 1998, the semiconductor industry was in the worst
recession in its history. The IC test interconnect segment of the semiconductor
industry generally lags the industry cycle by six months or more. Because of
this lag and market share gains by the Company, its business was not
significantly impacted by the recession in the semiconductor industry until the
second quarter of 1998. During 1998, certain customers of the Company began
processing a portion of their ICs in a manner that required vertical probing
products that were not manufactured by the Company. This exacerbated
11
<PAGE> 12
the already difficult business conditions the Company was experiencing and the
Company reported a loss from continuing operations before income taxes in the
second quarter of 1999, which was the first such quarterly loss by the Company
(excluding acquisition related costs) in 29 consecutive quarters. In the third
quarter of 1999, the Company began to experience some positive signs of a
gradual recovery. For the past several quarters sales have increased
significantly. Due to this significantly increased demand from its customers,
the implementation of several important operational initiatives during the
semiconductor downturn, and the acquisition of OZ the Company has been
profitable during 2000.
The Company maintains regional full service facilities in Arizona,
California, and Texas as well as sales offices in Colorado, Florida,
Massachusetts, and Oregon to service the U.S. market for its products and
services. The Company maintains full service facilities in France and Scotland
and a sales office in Germany to serve the European market. The Company also
maintains full service facilities in Taiwan and Singapore to serve the Southeast
Asian market, as well as sales and distribution offices in Japan and Malaysia,
to serve the Asian market. Each of the Company's facilities is located in
proximity to semiconductor manufacturing centers.
RESULTS OF OPERATIONS
Three months Ended June 30, 2000 Compared to Three months Ended June 30, 1999.
Net Sales. Net sales for the three months ended June 30, 2000 were $31.0
million, an increase of 119.6% over net sales of $14.1 million for the three
months ended June 30, 1999. Of the increase, 56.8% was a result of sales of new
packaged IC testing products from the acquisition of OZ. The remaining 43.2% was
a result of increased demand for the Company's legacy products. During the three
months ended June 30, 2000, approximately 25.8% of sales were to international
customers as compared to 23.4% for the same period in 1999.
Gross Profit. Gross profit for the three months ended June 30, 2000 was
$14.5 million, an increase of 242.1% from gross profit of $4.2 million for the
three months ended June 30, 1999. Gross margin increased from 30.1% of net sales
in the three months ended June 30, 1999 to 46.9% in 2000. These increases were a
result of a more favorable product mix, increased manufacturing efficiencies,
and lower average material costs, combined with generally higher average selling
prices.
Selling, General, and Administrative. Selling, general, and administrative
expenses were $7.6 million, or 24.5% of net sales, for the three months ended
June 30, 2000, compared to $5.4 million, or 38.4% of net sales, for the three
months ended June 30, 1999. Of this increase, $1.6 million was due to the new
packaged IC testing products from the acquisition of OZ, approximately $200,000
was due to international expansion, and approximately $200,000 was attributable
to increased marketing expenses.
Engineering and Product Development. Engineering and product development
expenses were $1.2 million, or 4.0% of net sales, for the three months ended
June 30, 2000, compared to $1.3 million or 9.0% of net sales, for the three
months ended June 30, 1999. Engineering and product development have decreased
as a percentage of sales to historical levels as several of the Company's new
products have recently been released to production.
Interest Income. Interest income was $119,732 for the three months ended
June 30, 2000, compared to $201,430 for the three months ended June 30, 1999.
This decrease was attributable to the investment of a lower average cash
balance.
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Interest Expense. Interest expense was $581,950 for the three months ended
June 30, 2000, compared to $113,496 for the three months ended June 30, 1999.
This increase was due to the increased Company debt incurred to partially
finance the acquisition of OZ.
Minority Interest. The minority interest share of income of $508,088 for
the three months ended June 30, 2000 and $122,213 for the three months ended
June 30, 1999 represented the Company's joint venture partners' share of income
from the Company's Asian operations (40%).
Income Taxes. Income taxes increased from a benefit of $892,459 for June
30, 1999 to a $1.6 million expense for June 30, 2000. This represented an
effective tax rate of 33.5% for June 30, 2000 and an effective tax benefit of
36.8% for June 30, 1999. The effective tax rate for June 30, 2000 has been
favorably impacted by state net operating loss carryforwards from 1999 and lower
tax rates applied against income of some foreign operations.
Net Income. Net income for the three months ended June 30, 2000 was $2.3
million or 7.3% of sales, compared to a net loss of $1.7 million or 11.8% of
sales for the three months ended June 30, 1999. The increase in net income was
due to substantially increased sales, increased manufacturing efficiencies, and
greater leverage from the Company's fixed cost infrastructure.
Six months Ended June 30, 2000 Compared to Six months Ended June 30, 1999.
Net Sales. Net sales for the six months ended June 30, 2000 were $57.7
million, an increase of 94.4% over net sales of $29.7 million for the six months
ended June 30, 1999. Of the increase, 65.3% was a result of sales of new
packaged IC testing products from the acquisition of OZ. The remaining 34.7% was
a result of increased demand for the Company's legacy products.
Gross Profit. Gross profit for the six months ended June 30, 2000 was $25.4
million, an increase of 159.2% from gross profit of $9.8 million for the six
months ended June 30, 1999. Gross margin increased from 33.0% of net sales in
the six months ended June 30, 1999 to 44.0% in 2000. These increases were a
result of a more favorable product mix, increased manufacturing efficiencies,
and lower average material costs, combined with generally higher average selling
prices.
Selling, General, and Administrative. Selling, general, and administrative
expenses were $14.7 million, or 25.4% of net sales, for the six months ended
June 30, 2000, compared to $9.7 million, or 32.7% of net sales, for the six
months ended June 30, 1999. Of this increase, $3.4 million was due to the new
packaged IC testing products from the acquisition of OZ, approximately $300,000
was due to international expansion, approximately $300,000 was attributable to
increased marketing expenses due to international expansion, and the reversal of
$500,000 in incentive management programs expense in the six months ended June
30, 1999.
Engineering and Product Development. Engineering and product development
expenses were $2.3 million, or 4.0% of net sales, for the six months ended June
30, 2000, an increase of 11.0% over $2.1 million or 6.9% of net sales, for the
six months ended June 30, 1999. The increase was primarily due to the
acquisition of OZ.
Interest Income. Interest income was $211,616 for the six months ended June
30, 2000, compared to $430,840 for the six months ended June 30, 1999. This
decrease was attributable to the investment of a lower average cash balance.
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Interest Expense. Interest expense was $1.1 million for the six months
ended June 30, 2000, compared to $203,982 for the six months ended June 30,
1999. This increase was due to the increased Company debt incurred to partially
finance the acquisition of OZ.
Minority Interest. The minority interest share of income of $714,668 for
the six months ended June 30, 2000 and $188,516 for the six months ended June
30, 1999 represented the Company's joint venture partners' share of income from
the Company's Asian operations (40%).
Income Taxes. Income taxes increased from a benefit of $675,179 for June
30, 1999 to a $2.4 million expense for June 30, 2000. This represented an
effective tax rate of 34.1% for June 30, 2000 and 35.0% for June 30, 1999. The
effective tax rate for June 30, 2000 has been favorably impacted by state net
operating loss carryforwards from 1999, and lower tax rates applied against
income of some foreign operations.
Net Income. Net income for the six months ended June 30, 2000 was $2.8
million or 4.8% of sales, compared to a net loss of $1.5 million or 5.1% of
sales for the six months ended June 30, 1999. The increase in net income was due
to substantially increased sales, increased manufacturing efficiencies, and
greater leverage from the Company's fixed cost infrastructure.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations and capital requirements primarily
through cash flows from operations, equipment lease financing arrangements,
working capital credit facilities, and sales of equity securities. At June 30,
2000, cash was $6.5 million compared to $3.5 million at December 31, 1999.
The Company generated $3.8 million of cash from its operating activities
for the six months ended June 30, 2000. Accounts receivable increased by $6.4
million, net of allowance, or 52.1%, to $18.7 million at June 30, 2000 compared
to the balance at December 31, 1999. This increase was consistent with the
Company's substantial increase in sales in the first half of 2000. Inventories
increased $1.8 million, net of reserve, or 18.5%, from $9.7 million at December
31, 1999 to $11.5 million at June 30, 2000. This increase was necessary to
support the substantial increase in quarterly sales. Approximately $3.7 million
of equipment was purchased during the six months ended June 30, 2000, of which
approximately $300,000 was financed; the remainder was acquired primarily
through cash flow from operations and usage of the Company's revolving line of
credit. As of June 30, 2000 the amount available under the credit facility was
$3 million. Income taxes receivable decreased $1.9 million, or 47.2%, from $4.0
million at December 31, 1999 to $2.1 million at June 30, 2000. The decrease was
due to the receipt of tax refunds. Accounts payable and accrued expenses
increased $15,991, or 0.2%, to $9.3 million at June 30, 2000.
Working capital increased $5.3 million, or 45.1%, to $17.1 million at June
30, 2000. The current ratio was 1.7 and 1.6 for June 30, 2000 and December, 31,
1999, respectively.
The Company believes that its working capital, together with the amount
available under the credit facilities, lease commitments, and anticipated cash
flow from operations, will provide adequate sources to fund operations for at
least the next 12 months. The Company anticipates that any additional cash
requirements for operations or capital expenditures will be financed through
cash flow from operations, by borrowing from the Company's primary lender, by
lease financing arrangements, or by sales of
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equity securities. Any such financing may not be available on acceptable terms
and any additional equity financing, if available, would result in additional
dilution to existing investors.
YEAR 2000
In prior periods, the Company discussed the nature and progress of its plans
to become Year 2000 ready. In late 1999, the Company completed the remediation
and testing of its critical dependent systems. Through August 7, 2000, the
Company has experienced no disruptions in critical information technology and
non-information technology systems and believes those systems successfully
responded to the Year 2000 date change. The Company is not aware of any material
problems resulting from Year 2000 issues, either with its products, its internal
systems, or the products and services of third parties. The Company will
continue to monitor its mission critical computer applications and those of its
suppliers and vendors throughout the year 2000.
If significant yet to be identified Year 2000 issues arise, the Company may
experience significant problems that could have an adverse affect on its
financial condition and results of operations. Litigation regarding Year 2000
issues is possible. It is uncertain whether, or to what extent, the Company may
be affected by such litigation.
INFLATION AND CHANGING PRICES
The Company is impacted by inflationary trends and business trends within
the semiconductor industry and by the general condition of the worldwide
semiconductor markets. Market price pressures are exerted on semiconductor
manufacturers by the global marketplace and global competition. Such pressures
mandate that semiconductor manufacturers closely scrutinize the prices they pay
for goods and services purchased from the Company and other suppliers.
Accordingly, the price structure for the Company's products must be competitive.
Changes in the Company's supplier prices did not have a significant impact
on cost of sales during the first and second quarters of 2000 or 1999.
As a result of the Company's operation of manufacturing, repair, and sales
facilities in Scotland, France, Singapore, and Taiwan, the Company's foreign
transactions may be denominated in currencies other than the U.S. Dollar. Such
transactions may expose the Company to exchange rate fluctuations for the period
of time from inception of the transaction until it is settled. Fluctuations in
the currency exchange rate in the future may have an adverse impact on the
Company's foreign operations.
In addition, the Company may purchase a substantial portion of its raw
materials and equipment from foreign suppliers and will incur labor costs in a
foreign currency. The foreign manufacture and sale of products and the purchase
of raw material and equipment from foreign suppliers may be adversely affected
by political and economic conditions abroad. Protective trade legislation in
either the United States or foreign countries, such as a change in the current
tariff structures, export compliance laws or other trade policies, could
adversely affect the Company's ability to manufacture or sell its products in
foreign markets and purchase materials or equipment from foreign suppliers. In
countries in which the Company conducts business in local currency, currency
exchange rate fluctuations could adversely affect the Company's net sales or
costs.
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BUSINESS OUTLOOK
The Company's business depends substantially on both the volume of IC
production by semiconductor manufacturers as well as new IC designs, which in
turn depend on the demand of ICs and products utilizing ICs. The semiconductor
industry is highly cyclical and historically has experienced periods of
oversupply, resulting in reduced demand for IC testing products, including the
products manufactured by the Company. At present, there is strong demand for
Cerprobe's products and this demand is expected to remain strong for the
foreseeable future. In addition, the Company expects to continue to reduce
operating expenses as a percentage of sales for the balance of this year.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Statements in this section regarding increasing demand for the Company's
products in the foreseeable future, the Company's prospects for growth,
adequacy of sources of capital, and business out look are forward-looking
statements. Words such as "believes," "expects," "anticipates," "intends,"
"may," "estimates," "should," "will likely," and similar expressions are
intended to identify such forward-looking statements. Actual results, however,
could differ materially from those anticipated for a number of reasons,
including a decrease in demand or slower than anticipated growth in the
semiconductor industry, product demand and development, ability to maintain
customer diversity and relationships, technological advances, impact of
competitive products and pricing, growth in targeted markets and other factors
identified under "Special Considerations" of the Company's 1999 Form 10-K which
has been filed with the Securities and Exchange Commission. Additional risk
factors are identified from time to time in the Company's financial press
releases. The cautionary statements made in this Report should be read as being
applicable to all related forward-looking statements wherever they appear in
this Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no change since the Form 10-K for the year ended December
31, 1999. See Part II Item 7A, Quantitative and Qualitative Disclosures About
Market Risk, in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In October 1998, the Company filed an action against the former
President, Director, and shareholder of Silicon Valley Test &
Repair, Inc., which was acquired by the Company by way of merger
into its wholly-owned subsidiary, SVTR, Inc., in January 1997. The
suit seeks rescission of the acquisition and/or monetary damages
arising from failure of the defendants to disclose material facts
regarding the origins of certain software necessary for SVTR,
Inc.'s business. In February 1999, the defendants filed a counter
claim against the Company alleging conversion, interference with
contractual relations, unfair business practices, breach of
contract, and specific performance allegedly arising from the
Company's actions to preclude the defendants from selling the
Company stock received by defendants as part of the purchase price
of Silicon Valley Test & Repair, Inc.; the Company sought to
recover this stock and the balance of the purchase price through
its claims for rescission. In March 1999, the Company and SVTR
filed an amended complaint. The defendants responded and the
action is proceeding to trial. In July 2000, the defendants were
granted Summary Judgement in their favor on all of Cerprobe and
SVTR, Inc.'s claims. The Company has the right to appeal the
Summary Judgement at the conclusion of the case. While the Company
intends to vigorously defend the defendants' counter claim, it is
impossible to predict the outcome of this or any other litigation.
It is not anticipated that the suit will have a material adverse
impact on the Company's financial condition or results of
operations.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
11 Computation of Net Income Per Share.
27.1 Financial Data Schedule - June 30, 2000
b. Reports on Form 8-K
No Reports on Form 8-K were filed by the Company during
the quarter ended June 30, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigning
thereunto duly authorized.
CERPROBE CORPORATION
/s/ Randal L. Buness
---------------------------------------
Randal L. Buness
Senior Vice President - Chief Financial Officer
August 10 , 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
11 Computation of Net Income Per Share.
27.1 Financial Data Schedule - June 30, 2000
</TABLE>
