KLA-Tencor Reports Fiscal 2009 Second Quarter Results

MILPITAS, Calif.--(BUSINESS WIRE)-- KLA-Tencor Corporation (NASDAQ:KLAC) today announced operating results for its second quarter of fiscal 2009, which ended on December 31, 2008. KLA-Tencor reported a GAAP net loss of $434 million and a GAAP loss per share of $2.57 on revenues of $397 million for the second quarter of fiscal 2009. The results for the second quarter of fiscal 2009 include the pre-tax impact of a $435 million charge related to the aggregate impairment of goodwill and purchased intangible assets. KLA-Tencor reported a non-GAAP net loss of $20 million and a non-GAAP loss per share of $0.12 for the second quarter of fiscal 2009.

"The continuing worldwide economic slowdown drove sharp reductions in our customers' capital budgets, and KLA-Tencor experienced a greater-than-expected decline in orders and revenue at the end of the December quarter, including service revenue," said Rick Wallace, president and chief executive officer of KLA-Tencor. "In light of the current economic environment and our limited visibility regarding future market conditions, KLA-Tencor has been taking aggressive steps to reduce operating expenses and drive structural efficiencies across our organization, while maintaining a high level of investment in research and development, as well as our focus on customer service. We are confident these actions will allow us to sustain our technological and market leadership during this severe downturn and position us well when industry conditions improve, while protecting our balance sheet."


GAAP Results

                           Q2 FY 2009      Q1 FY 2009     Q2 FY 2008

Revenues                   $ 397 million   $ 533 million  $ 636 million

Net (Loss) Income          $(434) million  $ 19 million   $ 84 million

(Loss) Earnings per Share  $ (2.57)        $ 0.11         $ 0.45

Non-GAAP Results

                           Q2 FY 2009      Q1 FY 2009     Q2 FY 2008

Net (Loss) Income          $ (20) million  $ 55 million   $ 138 million

(Loss) Earnings per Share  $ (0.12)        $ 0.32         $ 0.75



A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release. Non-GAAP results include the impact of stock-based compensation, but exclude the impact of acquisition, goodwill and intangible asset impairment, restatement, and restructuring related items.

KLA-Tencor will discuss its fiscal 2009 second quarter results, along with its outlook, on a conference call today beginning at 2:00 p.m. Pacific Standard Time. A webcast of the call will be available at: www.kla-tencor.com

Forward-Looking Statements:

Statements in this press release other than historical facts, such as statements regarding the benefit to customers of KLA-Tencor's products, anticipated performance of the company's products, anticipated market conditions, potential market opportunities for KLA-Tencor, anticipated steps designed to reduce KLA-Tencor's costs and the success of such efforts, KLA-Tencor's ability to sustain its current technological and market position in the future, and demand for KLA-Tencor's products, are forward-looking statements, and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: the demand for semiconductors; the financial condition of the global capital markets and the general macroeconomic environment; new and enhanced product offerings by competitors; cancellation of orders by customers; KLA-Tencor's inability to successfully integrate and manage businesses that it acquires; and changing customer demands. For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this release, please refer to KLA-Tencor's Annual Report on Form 10-K for the year ended June 30, 2008, subsequently filed Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (including, but not limited to, the risk factors described therein). KLA-Tencor assumes no obligation to, and does not currently intend to, update these forward-looking statements.

About KLA-Tencor:

KLA-Tencor Corporation is the world's leading supplier of process control and yield management solutions for the semiconductor and related nanoelectronics industries. Headquartered in Milpitas, California, the company has sales and service offices around the world. An S&P 500 company, KLA-Tencor is traded on the NASDAQ Global Select Market under the symbol KLAC. Additional information about the company is available at http://www.kla-tencor.com. (KLAC-F)

Use of Non-GAAP Financial Information:

The non-GAAP and supplemental information provided in this press release is a supplement to, and not a substitute for, our financial results presented in accordance with United States GAAP.

To supplement our condensed consolidated financial statements presented in accordance with GAAP, we provide certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses, as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the user's overall understanding of our operating performance and our prospects in the future. Specifically, we believe the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to our financial performance by excluding certain costs and expenses that we believe are not indicative of our core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.


KLA-Tencor Corporation

Condensed Consolidated Unaudited Balance Sheets

(In thousands)                                   Dec. 31, 2008    June 30, 2008

ASSETS

Cash and short- and long-term investments      $ 1,222,400      $ 1,579,383

Accounts receivable, net                         332,353          492,488

Inventories, net                                 472,585          459,449

Other current assets                             523,775          546,591

Land, property and equipment, net                323,020          355,474

Goodwill                                         337,572          601,882

Purchased intangibles, net                       162,075          297,778

Other non-current assets                         482,313          515,345

Total assets                                   $ 3,856,093      $ 4,848,390

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable                               $ 103,817        $ 104,315

Deferred system profit                           83,433           150,797

Unearned revenue                                 70,949           56,692

Other current liabilities                        421,433          638,528

Total current liabilities                        679,632          950,332

Non-current liabilities:

Income tax payable                               55,934           63,634

Unearned revenue                                 9,225            31,745

Other non-current liabilities                    79,239           76,288

Long-term debt                                   744,932          744,661

Total liabilities                                1,568,962        1,866,660

Stockholders' equity:

Common stock and capital in excess of par        786,464          729,629
value

Retained earnings                                1,532,417        2,204,417

Accumulated other comprehensive income (loss)    (31,750)         47,684

Total stockholders' equity                       2,287,131        2,981,730

Total liabilities and stockholders' equity     $ 3,856,093      $ 4,848,390




KLA-Tencor Corporation

Condensed Consolidated Unaudited Statements of Operations

                  Three months ended            Six months ended

(In thousands     Dec. 31,
except per        2008         Dec. 31, 2007    Dec. 31, 2008    Dec. 31, 2007
share data)

Revenues:

Product         $ 273,072    $ 513,449        $ 678,568        $ 1,091,881

Service           123,517      122,334          250,534          236,922

Total revenues    396,589      635,783          929,102          1,328,803

Costs and
operating
expenses:

Costs of          238,167      279,167          490,980          585,060
revenues

Engineering,
research and      95,266       97,513           209,627          196,857
development

Selling,
general and       133,954      159,453          252,444          269,958
administrative

Goodwill and
intangible        434,833      6,163            446,744          6,163
asset
impairment

Total costs
and operating     902,220      542,296          1,399,795        1,058,038
expenses

Income (loss)
from              (505,631)    93,487           (470,693)        270,765
operations

Interest
income            (12,472)     13,269           (8,295)          30,743
(expense) and
other, net

Income (loss)
before income     (518,103)    106,756          (478,988)        301,508
taxes

Provision for
(benefit from)    (83,849)     22,821           (64,023)         129,415
income taxes

Net income      $ (434,254)  $ 83,935         $ (414,965)      $ 172,093
(loss)

Net income
(loss) per
share:

Basic           $ (2.57)     $ 0.46           $ (2.43)         $ 0.93

Diluted         $ (2.57)     $ 0.45           $ (2.43)         $ 0.91

Cash dividend   $ 0.15       $ 0.15           $ 0.30           $ 0.30
paid per share

Weighted
average number
of shares:

Basic             169,022      181,241          170,552          184,516

Diluted           169,022      185,199          170,552          189,122




KLA-Tencor Corporation

Condensed Consolidated Unaudited Statements of Cash
Flows

                                                          Three months ended

                                                          December 31,

(In thousands)                                            2008         2007

Cash flows from operating activities:

Net income (loss)                                       $ (434,254)  $ 83,935

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:

Depreciation and amortization                             35,646       28,345

Goodwill, purchased intangible assets and long-lived      436,833      6,163
asset impairment

Provision for doubtful accounts                           23,887       -

Non-cash, stock-based compensation                        22,303       23,252

Tax charge from stock-based compensation                  (3,294)      (340)

Excess tax benefit from stock-based compensation          (2)          (284)

Net loss (gain) on sale of marketable securities and      641          (409)
other investments

Gain on sale of real estate assets                        (1,997)      (9,042)

Changes in assets and liabilities, net of assets
acquired and liabilities assumed in business
combinations:

Decrease in accounts receivable, net                      31,119       48,905

Decrease in inventories                                   30,322       17,782

Increase in other assets                                  (16,314)     (31,646)

Increase (decrease) in accounts payable                   736          (4,543)

Increase (decrease) in deferred system profit             1,302        (13,366)

Decrease in other liabilities                             (162,528)    (23,544)

Net cash provided by (used in) operating activities       (35,600)     125,208

Cash flows from investing activities:

Acquisition of businesses, net of cash received           (13,952)     (3,966)

Capital expenditures, net                                 (6,967)      (22,609)

Proceeds from sale of real estate assets                  19,348       34,622

Purchase of available-for-sale securities                 (124,775)    (247,426)

Proceeds from sale and maturity of available-for-sale     129,770      268,691
securities

Purchase of trading securities                            (19,206)     (14,017)

Proceeds from sale of trading securities                  18,707       15,236

Net cash provided by investing activities                 2,925        30,531

Cash flows from financing activities:

Issuance of common stock                                  21,118       31,764

Common stock repurchases                                  (49,046)     (126,237)

Payment of dividends to stockholders                      (25,335)     (27,151)

Excess tax benefit from stock-based compensation          2            284

Net cash used in financing activities                     (53,261)     (121,340)

Effect of exchange rate changes on cash and cash          8,807        (807)
equivalents

Net increase (decrease) in cash and cash equivalents      (77,129)     33,592

Cash and cash equivalents at beginning of period          733,459      514,051

Cash and cash equivalents at end of period              $ 656,330    $ 547,643





KLA-Tencor Corporation

Condensed Consolidated Unaudited Supplemental Information

(In thousands except per share data)

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss)

                   Three months ended                       Six months ended

                   Dec. 31,      Sept. 30,    Dec. 31,      Dec. 31,      Dec. 31,
                   2008          2008         2007          2008          2007

GAAP net           $ (434,254 )  $ 19,289     $ 83,935      $ (414,965 )  $ 172,093
income (loss)

Adjustments to
reconcile GAAP
net income
(loss) to
non-GAAP net
income (loss)

Acquisition
related         a    22,590        28,418       15,741        51,008        28,107
charges

Restructuring,
severance and   b    23,621        4,161        (5,986  )     27,782        (3,707  )
other

Restatement
related         c    9,190         3,784        67,000        12,974        69,111
charges

Goodwill and
intangible      d    434,833       11,911       6,163         446,744       6,163
asset
impairment

Income tax
effect of       e    (75,882  )    (12,214 )    (28,747 )     (88,096  )    (35,067 )
non-GAAP
adjustments

Non recurring   f    -             -            -             -             46,613
tax item

Non-GAAP net       $ (19,902  )  $ 55,349     $ 138,106     $ 35,447      $ 283,313
income (loss)

GAAP net
income (loss)      $ (2.57    )  $ 0.11       $ 0.45        $ (2.43    )  $ 0.91
per diluted
share

Non-GAAP net
income (loss)      $ (0.12    )  $ 0.32       $ 0.75        $ 0.21        $ 1.50
per diluted
share

Shares used in
diluted shares       169,022       174,386      185,199       170,552       189,122
calculation




Impact of items included in Condensed Consolidated Unaudited
Statements of Operations:

                Goodwill                                              Total
                and         Acquisition  Restructuring,  Restatement  pre-tax
                intangible  related      severance and   related      GAAP to
                asset       charges      other           charges      non-GAAP
                impairment                                            adjustment

Costs of        $ -         $ 15,354     $ 9,759         $ -          $ 25,113
revenues

Engineering,
research and      -           1,606        4,484           -            6,090
development

Sales, general
and               -           5,630        9,378           9,190        24,198
administrative

Goodwill and
intangible        434,833     -            -               -            434,833
asset
impairment

Total in three
months ended    $ 434,833   $ 22,590     $ 23,621        $ 9,190      $ 490,234
Dec. 31, 2008

Total in three
months ended    $ 11,911    $ 28,418     $ 4,161         $ 3,784      $ 48,274
Sept. 30, 2008

Total in three
months ended    $ 6,163     $ 15,741     $ (5,986 )      $ 67,000     $ 82,918
Dec. 31, 2007




                           Three months ended

                             Dec. 31, 2008    Sept. 30, 2008    Dec. 31, 2007

Stock-based compensation

Costs of revenues          $ 4,679          $ 5,456           $ 4,700

Engineering, research and    6,981            9,971             7,109
development

Sales, general and           10,643           18,955            11,443
administrative

Total                      $ 22,303         $ 34,382          $ 23,252



To supplement our condensed consolidated financial statements presented in accordance with GAAP, we provide certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses, as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the user's overall understanding of our operating performance and our prospects in the future. Specifically, we believe the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to our financial performance by excluding certain costs and expenses that we believe are not indicative of our core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.


   Acquisition related charges include amortization of intangible assets,
   inventory fair value adjustments, and in-process research and development
   associated with acquisitions. Management believes that the expense associated
   with the amortization of acquisition related intangible assets is appropriate
   to be excluded because a significant portion of the purchase price for
   acquisitions may be allocated to intangible assets that have short lives, and
   exclusion of the amortization expense allows comparisons of operating results
a  that are consistent over time for both KLA-Tencor's newly acquired and
   long-held businesses. Management believes that it is appropriate to exclude
   inventory fair value adjustments, in-process research and development and
   gains and losses on foreign exchange contracts associated with business
   acquisitions as they are not indicative of ongoing operating results and
   therefore limit comparability. Management believes excluding these items
   helps investors compare our operating performance with our results in prior
   periods as well as with the performance of other companies.

   Restructuring, severance and other includes gains and costs associated with
   the company's facilities divestment program, reductions in force, entry into
   a severance and consulting agreement during the quarter ended September 30,
   2008 with its former president/chief operating officer, and gains from sale
b  of facilities. Management believes that it is appropriate to exclude those
   items as they are not indicative of ongoing operating results and therefore
   limit comparability. Management believes excluding these items helps
   investors compare our operating performance with our results in prior periods
   as well as with the performance of other companies.

   Restatement related charges include compensation related to reimbursement
   payments by KLA-Tencor to non-executive employees for penalty taxes under
   section 409A of the Internal Revenue Code, as well as legal and other
   expenses related to the stock option investigation, shareholder litigation
c  and related matters. Management believes that it is appropriate to exclude
   those items as they are not indicative of ongoing operating results and
   therefore limit comparability. Management believes excluding these items
   helps investors compare our operating performance with our results in prior
   periods as well as with the performance of other companies.

   Goodwill and intangible asset impairment includes non-cash expense recognized
   as a result of the company's annual testing for goodwill impairment performed
   in the second quarter of every fiscal year and testing for intangible asset
   impairment driven by certain macroeconomic and company-specific triggering
   events, as well as the impairment of goodwill and intangible assets as a
d  result of discontinuing acquired products and making acquired products
   available for sale. Management believes that it is appropriate to exclude
   those items as they are not indicative of ongoing operating results and
   therefore limit comparability. Management believes excluding these items
   helps investors compare our operating performance with our results in prior
   periods as well as with the performance of other companies.

   Income tax effect of non-GAAP adjustments includes the income tax effects of
e  the excluded items noted above. Management believes that it is appropriate to
   exclude the tax effects of the items noted above in order to present a more
   meaningful measure of non-GAAP net income.

   Non recurring tax item includes the U.S. tax impact associated with the
   implementation of our global manufacturing strategy and a benefit from
   revision of the amount of undistributed earnings of foreign subsidiaries
   considered to be permanently reinvested outside the United States. Management
f  believes that it is appropriate to exclude these items as they are not
   indicative of ongoing operating results and therefore limit comparability.
   Management believes excluding these items helps investors compare our
   operating performance with our results in prior periods as well as with the
   performance of other companies.




    Source: KLA-Tencor Corporation