-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNyVesmd6qzmClh6Hm4SehqbV9ty5Pfu2mDBiY0VNH54ZahcKhO5yNOAIUUB23PT sYIpiuV7ghuQ2LbeYA1mEw== 0001140361-08-014406.txt : 20080605 0001140361-08-014406.hdr.sgml : 20080605 20080605091511 ACCESSION NUMBER: 0001140361-08-014406 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080605 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001102934 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364324765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 08882018 BUSINESS ADDRESS: STREET 1: 870 NORTH COMMONS DRIVE CITY: AURORA STATE: IL ZIP: 60504 BUSINESS PHONE: 6303755461 MAIL ADDRESS: STREET 1: 870 N COMMONS DR CITY: AURORA STATE: IL ZIP: 60504 8-K 1 cmc8kfiled6508.htm CMC 8-K FILED 6-5-08 cmc8kfiled6508.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

                                                                              


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported):
June 5, 2008


Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
000-30205
 
36-4324765
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification)

870 Commons Drive, Aurora, Illinois
 
60504
(Address of principal executive offices)
 
(Zip Code)

(630) 375-6631
(Registrant’s telephone number, including area code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
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Item 2.02                      Results of Operations and Financial Condition.

On June 5, 2008, at 11:00 a.m. Central Daylight Time (CDT), Cabot Microelectronics Corporation (CMC), in connection with its 2008 Investor Day, will make available on the “Investor Relations” section of its website (www.cabotcmp.com) certain historical financial information regarding three non-GAAP (Generally Accepted Accounting Principles) financial measures.  These three non-GAAP financial measures are: non-GAAP gross profit % excluding CMC’s pad business, which is presented for fiscal years 2004 through 2007 and for the six months ended March 31, 2008; non-GAAP cash used for acquisitions, including intellectual property related, which is presented for the five-year period ended March 31, 2008; and non-GAAP cash used for increases in liquidity, which is also presented for the five-year period ended March 31, 2008.  William Johnson, CMC’s Chief Financial Officer, will be discussing these financial measures during the portion of the 2008 Investor Day presentation entitled “Financial Review”.

Attached to this Form 8-K, as Exhibit 99.1 “Reconciliation of Non-GAAP Financial Measures”, are tables that reconcile the non-GAAP financial measures to the most directly comparable GAAP financial measures for the periods noted above, as required pursuant to the SEC’s Regulation G.

CMC’s management believes that these non-GAAP financial measures provide meaningful supplemental information regarding its performance and liquidity by, for example, excluding the revenues and cost of goods sold in CMC’s emerging polishing pad business to show a meaningful gross profit trend in the more established product lines, or showing how CMC has used the cash generated from operating activities.  CMC believes that both management and investors may benefit from referring to these non-GAAP financial measures in assessing and understanding CMC’s performance.  These non-GAAP financial measures may also facilitate management’s internal comparisons of CMC’s current to historical performance and liquidity.  CMC believes that these non-GAAP financial measures may be useful to investors in allowing for greater transparency with respect to supplemental information used by management in its financial and operational decision-making.  However, management does not intend for the non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 7.01                      Regulation FD Disclosure.

On June 5, 2008, at 11:00 a.m. CDT, Cabot Microelectronics Corporation will publish a presentation entitled “Cabot Microelectronics 2008 Investor Day Presentation” in the “Presentations” area of the “Investor Relations” section of CMC’s website.  This presentation will be discussed during its 2008 Investor Day activities, which will be webcast live on June 5, 2008, from 12:00 noon to 3:00 p.m., CDT.  It includes a discussion of certain aspects of CMC’s business and certain non-GAAP financial measures, as described in greater detail in Item 2.02 above.

CMC assumes no obligation to update such information in the future.

This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01                      Financial Statements and Exhibits.


(c)
Exhibits
   
 
The following exhibit is being furnished, not filed, herewith pursuant to  Items 2.02 and 7.01 of Form 8-K:
   
 
99.1           “Reconciliation of Non-GAAP Financial Measures.”


 
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CABOT MICROELECTRONICS CORPORATION
     
     
Date: June 5, 2008
By:
/s/ WILLIAM S. JOHNSON
   
William S. Johnson
   
Vice President and Chief Financial Officer
   
[Principal Financial Officer]



 
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INDEX TO EXHIBITS

Exhibit Number
Title
99.1
“Reconciliation of Non-GAAP Financial Measures.”



 
4
EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 exhibit99_1.htm

Exhibit 99.1 Reconciliation of Non-GAAP Financial Measures
 
The following presents reconciliations of the non-GAAP financial measures included in the "Cabot Microelectronics
2008 Investor Day" presentation.
 
 
Reconciliation of Non-GAAP Gross Profit % Excluding Pads Business to the Nearest Comparable GAAP Measure
(in thousands except %)
 
                           
Six Months
 
   
Fiscal Year Ended September 30,
   
Ended
 
   
2004
   
2005
   
2006
   
2007
   
March 31, 2008
 
GAAP - Total Company as Reported
                             
        Revenue
  $ 309,433     $ 270,484     $ 320,795     $ 338,205     $ 187,866  
        Cost of Goods Sold
  $ 156,805     $ 141,282     $ 171,758     $ 178,224     $ 100,817  
        Gross Profit
  $ 152,628     $ 129,202     $ 149,037     $ 159,981     $ 87,049  
        Gross Profit %
    49.3 %     47.8 %     46.5 %     47.3 %     46.3 %
                                         
Pads Business
                                       
        Revenue
  $ 2,245     $ 486     $ 234     $ 494     $ 5,072  
        Cost of Goods Sold
  $ 4,530     $ 1,307     $ 1,919     $ 3,870     $ 7,198  
                                         
Non-GAAP Total Excluding Pads Business
                                       
        Revenue
  $ 307,188     $ 269,998     $ 320,561     $ 337,711     $ 182,794  
        Cost of Goods Sold
  $ 152,275     $ 139,975     $ 169,839     $ 174,354     $ 93,619  
        Gross Profit
  $ 154,913     $ 130,023     $ 150,722     $ 163,357     $ 89,175  
        Gross Profit %
    50.4 %     48.2 %     47.0 %     48.4 %     48.8 %

 
 

 


Reconciliation of Non-GAAP Cash Flow Measures to the Nearest Comparable GAAP Measures
 
(in thousands)
     
         
     
Cumulative
 
     
Five Years
 
     
Ended
 
     
March 31, 2008
 
GAAP Measures - Cash Used in Investing Activities:
     
      Acquisitions of Businesses Including Earnout, net of Cash Acquired
  $ 23,419  
      Purchase of Patents
    5,000  
      Acquisition of Patent License
    3,000  
      Purchase of Equity Investments
    3,750  
Non-GAAP Measure - Cash Used for Acquisitions, including IP Related
  $ 35,169  
           
           
GAAP Measure - Cash from Operations
  $ 290,107  
      Less:
Cash Used for Capital Investments
    (87,422 )
 
Cash Used for Share Repurchases
    (74,992 )
 
Cash Used for Acquisitions, including IP Related
    (35,169 )
Non-GAAP Measure - Cash Used for Increases in Liquidity
  $ 92,524  
 
 

 
In addition, on the same slide of the "Cabot Microelectronics 2008 Investor Day" presentation on which
 
the non-GAAP measures above are presented, certain terms were abbreviated as follows:
         
     
 
 
Abbreviated Description per Investor Day Presentation
 
Equivalent GAAP Description per Statement of Cash Flows
 
Cash from Operations
 
Cash Provided by Operating Activities
 
Share Repurchases
 
Repurchases of Common Stock
 
Capital Investments
 
Additions to Property, Plant and Equipment
 
Intellectual Property (IP)
 
Purchase of Patents or Acquisition of Patent License
         

 
 

 



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