-- Revenue is expected to be in the range of $115 million to $120 million. -- The company is not providing GAAP EPS guidance at this time since it is unable to assess the amount of merger-related expenses and potential restructuring costs it will incur. These amounts could be significant. -- After excluding charges expected to be incurred due to merger-related transaction activities and potential restructuring, earnings per share on a non-GAAP basis are expected to be in the range of ($0.03) to $0.02. -- Share-based compensation expense is expected to be approximately $3.6 million to $3.8 million. -- Weighted average shares outstanding is expected to be approximately 61 million.Conference Call and Webcast Verigy's management will present more details on its first quarter fiscal year 2011 financial results on a conference call with investors today beginning at 1:30 p.m. (Pacific). This event will be webcast live in listen-only mode. Listeners may log on at http://investor.verigy.com and select "Q1 FY'11 Verigy Earnings Conference Call" in the "Events & Webcast" section under "IR News & Events." The webcast will remain available on the company's web site for 14 days. A telephone replay of the conference call will be available from 4:30 p.m. (Pacific) today through March 10, 2011. The replay number is +1 888-286-8010 toll-free, or international callers may dial +1 617-801-6888; enter passcode 15114156. About Verigy Verigy provides advanced semiconductor test systems and solutions used by leading companies worldwide in design validation, characterization, and high-volume manufacturing test. Verigy offers scalable platforms for a wide range of system-on-chip (SOC) test solutions, and memory test solutions for Flash, DRAM including high-speed memories, as well as multi-chip packages (MCP). Verigy also provides advanced analysis tools that accelerate design debug and yield ramp processes. Additional information about Verigy can be found at www.verigy.com. Forward-Looking Statements This earnings release contains forward-looking statements, including statements about our estimated second quarter revenue, non-GAAP earnings per share and share-based compensation expense. Forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The risks and uncertainties include, but are not limited to, the results of discussions with Advantest; actions of LTX-Credence in response to discussions with Advantest; the impact of actions of other parties with respect to any discussions and the potential consummation of a transaction with Advantest or LTX-Credence; the commencement of litigation relating to the Advantest discussions or to the proposed transaction with LTX-Credence; the ability to retain key employees; delays in or cancellations of orders by customers awaiting resolution of the Advantest discussions and the pending merger with LTX-Credence; conditions of the semiconductor and semiconductor test industries; the strength of our customers' businesses; unanticipated delays in meeting product demand and delivery requirements; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Verigy generally, including those set forth in Verigy's filings with the Securities and Exchange Commission, especially in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of its annual report on Form 10-K and quarterly reports on Form 10-Q, current reports on Form 8-K and other SEC filings. The forward-looking statements in this press release are only valid as of this date, and Verigy undertakes no duty to update any forward-looking statements. Information About Non-GAAP Measures Verigy is supplementing its financial measures presented on a GAAP basis by providing non-GAAP measures to provide additional meaningful comparisons between current results and results in prior operating periods to evaluate the operating performance of the company. Management believes that these non-GAAP financial measures can provide additional meaningful information of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Non-GAAP net income for the quarter ended January 31, 2011 excludes the effects of charges related to the company's merger transaction costs, restructuring actions, and gains on the sale of investments. Management uses this information to make operational decisions and for comparisons to historical operating results and the operating results of its competitors. Management finds the non-GAAP information to be useful and believes that its investors may also benefit from seeing the company's results "through the eyes" of management in addition to seeing its GAAP results. A reconciliation between the company's GAAP and non-GAAP measures is provided in the attached tables. Non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read and evaluated in conjunction with the GAAP financial measures.
VERIGY LTD. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except share and per share amounts) (Unaudited) Three Months Ended January 31, -------------------- 2011 2010 --------- --------- Net revenue: Products $ 83 $ 76 Services 37 30 --------- --------- Total net revenue 120 106 Cost of sales: Cost of products (*) 42 40 Cost of services (*) 22 19 --------- --------- Total cost of sales 64 59 Operating expenses: Research and development (*) 23 22 Selling, general and administrative (*) 38 29 Restructuring charges - 1 --------- --------- Total operating expenses 61 52 Loss from operations (5) (5) Other (expense) income, net - (1) --------- --------- Loss before income taxes (5) (6) Provision for income taxes - - --------- --------- Net loss $ (5) $ (6) ========= ========= Loss per share- basic: $ (0.08) $ (0.10) Loss per share- diluted: $ (0.08) $ (0.10) Weighted average shares (presented in thousands) used in computing net loss per share: Basic 60,455 59,148 Diluted 60,455 59,148 *Share-based compensation expense by function: Cost of products $ 0.3 $ 0.5 Cost of services $ 0.5 $ 0.3 Research and development $ 0.5 $ 0.4 Selling, general and administrative $ 6.0 $ 3.4 VERIGY LTD. CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except share data) (Unaudited) January 31, October 31, 2011 2010 ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 272 $ 296 Short-term marketable securities 138 135 Trade accounts receivable, net 81 94 Inventory 91 85 Other current assets 46 47 ---------- ---------- Total current assets 628 657 Property, plant and equipment, net 43 45 Long-term marketable securities 31 38 Goodwill and other intangibles, net 14 14 Other long-term assets 64 63 ---------- ---------- Total assets $ 780 $ 817 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 54 $ 69 Employee compensation and benefits 19 35 Deferred revenue, current 41 44 Income taxes and other taxes payable 2 6 Other current liabilities 14 18 ---------- ---------- Total current liabilities 130 172 Long-term liabilities: Convertible senior notes 138 138 Income taxes payable 18 18 Other long-term liabilities 59 60 ---------- ---------- Total liabilities 345 388 Shareholders' equity Ordinary shares, no par value, 60,632,795 and 60,015,188 issued and outstanding at January 31, 2011 and October 31, 2010, respectively Additional paid in capital 459 449 Accumulated deficit (12) (7) Accumulated other comprehensive loss (12) (13) ---------- ---------- Total shareholders' equity 435 429 ---------- ---------- Total liabilities and shareholders' equity $ 780 $ 817 ========== ========== VERIGY LTD. RECONCILIATION OF GAAP TO NON-GAAP MEASURES (In millions, except per share amounts) (Unaudited) Three Months Ended -------------------------------------------- January 31, 2011 Net income Gross Gross Operating (loss) EPS (*) profit margin expenses ------- ------- -------- ------- -------- GAAP (5) $ (0.08) $ 56 47% $ 61 Non-GAAP adjustments: Restructuring charges in operating expenses 0.4 0.01 - - (0.4) Gain on sale of investments (1.6) (0.03) - - - Merger related deal costs in operating expenses, net of tax 8.9 0.15 - - (8.9) Acquisition related charges in cost of sales 0.1 - 0.1 0.1% - Acquisition related charges in operating expenses 0.1 - - - (0.1) ------- ------- -------- ------- -------- Non-GAAP 3 0.05 $ 56 47% $ 52 ======= ======= ======== ======= ======== Three Months Ended -------------------------------------------- January 31, 2010 Gross Gross Operating Net loss EPS (*) profit margin expenses ------- ------- -------- ------- -------- GAAP (6) $ (0.10) $ 47 44% $ 52 Non-GAAP adjustments: Restructuring charges in cost of sales 0.3 - 0.3 0.3% - Restructuring charges in operating expenses 1.0 0.02 - - (1.0) Gain on sale of investments (0.5) (0.01) - - - Acquisition related charges in cost of sales 0.1 - 0.1 0.1% - Acquisition related charges in operating expenses 0.1 - - - (0.1) Transition related charges in cost of sales 3.4 0.06 3.4 3.2% - Transition related charges in operating expenses 0.1 - - - (0.1) ------- ------- -------- ------- -------- Non-GAAP (2) (0.03) $ 51 48% $ 51 ======= ======= ======== ======= ======== * The convertible senior notes are antidilutive for the three months ended January 31, 2011 and 2010 on both non-GAAP and GAAP basis. Weighted average shares (presented in thousands) used in computing net income per share for the three months ended January 31, 2011: Diluted 60,975
Contact Information: INVESTOR CONTACT: Judy Davies VP, Investor Relations and Marketing Communications +1 408-864-7549