-----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, JIQsHvNbNbxfEMvdt2uNtmvzQm3fAvjvEW0HK/XS68tz0D9Y92pJqwshQq0ox/bd cgM4MDIqz7gxOW42Tl+awA== 0001157523-05-005232.txt : 20050611 0001157523-05-005232.hdr.sgml : 20050611 20050603080527 ACCESSION NUMBER: 0001157523-05-005232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050603 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050603 DATE AS OF CHANGE: 20050603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LTX CORP CENTRAL INDEX KEY: 0000357020 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 042594045 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10761 FILM NUMBER: 05875763 BUSINESS ADDRESS: STREET 1: LTX PARK AT UNIVERSITY AVE CITY: WESTWOOD STATE: MA ZIP: 02090 BUSINESS PHONE: 7814611000 MAIL ADDRESS: STREET 1: LTX PARK AT UNIVERSITY AVENUE CITY: WESTWOOD STATE: MA ZIP: 02090 8-K 1 a4902404.txt LTX CORP. 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): May 31, 2005 LTX CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 04-2594045 - --------------------------------------- ---------------------------------- (State or other (IRS Employer jurisdiction of incorporation) Identification No.) 50 Rosemont Road, Westwood, Massachusetts 02090 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 461-1000 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (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 follow provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. On May 31, 2005, LTX Corporation entered into a Loan and Security Agreement with Silicon Valley Bank ("SVB") pursuant to which SVB agreed to make a five year term loan to LTX in the amount of $60 million. The loan bears interest at SVB's prime rate, is secured by all assets located in the United States, and provides for payment of interest only for the initial twelve months, followed by 48 monthly payments of principal plus interest. Item 2.02 Results of Operations and Financial Condition. On June 3, 2005, LTX announced its financial results for the quarter ended April 30, 2005. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed: 99.1 Press Release entitled "LTX Announces Third Quarter Financial Results" issued by the company on June 3, 2005. 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. Date: June 3, 2005 LTX Corporation By: /s/ Mark J. Gallenberger ------------------------------------------- Mark J. Gallenberger Vice President & Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release entitled "LTX Announces Third Quarter Financial Results" dated June 3, 2005 EX-99.1 2 a4902404ex991.txt EXHIBIT 99.1 Exhibit 99.1 LTX Announces Third Quarter Financial Results WESTWOOD, Mass.--(BUSINESS WIRE)--June 3, 2005--LTX Corporation (Nasdaq: LTXX), a leading provider of semiconductor test solutions, today announced financial results for its fiscal third quarter ended April 30, 2005. Sales for the quarter were $25,534,000 as compared to prior quarter sales of $27,036,000. Net loss for the quarter was $(45,656,000), or $(0.75) per share on a GAAP basis, which included restructuring and asset impairment charges totaling $28,611,000, or $0.47 per share, compared to a net loss for the 2005 second fiscal quarter of $(19,183,000), or $(0.31) per share. Sales were $70,333,000 for the third quarter of fiscal year 2004 and net income was $4,306,000, or $0.07 per share. Total incoming orders were $39.1 million, up 25% from last quarter. The book-to-bill ratio was 1.53 to 1. Roger W. Blethen, chairman and chief executive officer, said, "Early in the third quarter we reduced expenses, lowering our breakeven and adding P&L leverage for the future. Restructuring actions we've taken over the past several quarters will lower the break even to $46 million by the end of our fourth quarter. Yesterday, we also announced the closing of a $60 million term loan with Silicon Valley Bank - this additional financing, combined with LTX's lower breakeven, has significantly improved our balance sheet." "There are indications that in some market segments, LTX's business is expanding due to capacity purchases and new applications ramping into volume production. This led to significantly higher orders in the third quarter, with product bookings up about 120%." "LTX's engineering organization continued to make strong progress during the quarter on several new versions of Fusion that address high growth areas of the market, and we plan to make product announcements in our fourth quarter. The stepped-up leverage in our financials, improved balance sheet and new market opportunities from our product strategy make LTX a stronger company." Fourth Quarter 2005 Outlook Revenue for the fourth quarter of fiscal year 2005 is now expected to be in the range of $37.5 million to $39.5 million, with gross margin at approximately 38%. The earnings per share is projected to be a loss in the range of $(0.09) to $(0.12), assuming 61.2 million fully diluted shares outstanding. This guidance does not include any provisions for special charges. The Company will conduct a conference call today, June 3, 2005, at 8:30 AM EDT to discuss third quarter results. The conference call will be simulcast via the LTX web site (www.ltx.com). Audio replays of the call can be heard through June 16, 2005 via telephone by dialing 888-286-8010; passcode 48332534 or by visiting our web site at www.ltx.com. "Safe Harbor" Statement: This press release contains forward-looking statements within the Private Securities Litigation Reform Act of 1995. Any statements contained in this press release that relate to prospective events or developments, including, without limitation, statements regarding our revenue, margin and earnings guidance, are deemed to be forward-looking statements. Words such as "believes," "anticipates," "plans," "expects," "projects," "forecasts," "will" and similar expressions are intended to identify forward-looking statements. There are a number of important factors and risks that could cause actual results or events to differ materially from those indicated by these forward-looking statements. Such risks and factors include, but are not limited to, the risk of fluctuations in sales and operating results, risk related to the timely development of new products, options and software applications, as well as the other factors described under "Business Risks" in LTX's most recently filed annual report on Form 10-K and in our most recently filed quarterly report on Form 10-Q filed with the Securities and Exchange Commission. We disclaim any intention or obligation to update any forward-looking statements. LTX Corporation (Nasdaq: LTXX) is a leading supplier of test solutions for the global semiconductor industry. Fusion, LTX's patented, scalable, single-platform test system, uses innovative technology to provide high performance, cost-effective testing of system-on-a-chip, mixed signal, RF, digital and analog integrated circuits. Fusion addresses semiconductor manufacturers' economic and performance requirements today, while enabling their technology roadmap of tomorrow. LTX's web site is www.ltx.com. LTX and Fusion are registered trademarks of LTX Corporation. LTX CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (In thousands) April 30, July 31, 2005 2004 ------------ ------------ ASSETS Current assets: Cash and Cash equivalents $38,652 $95,112 Marketable Securities 137,046 149,601 Accounts receivable - trade 24,879 32,961 Accounts receivable - other 4,974 11,494 Inventories 43,932 69,220 Prepaid Expense 5,706 9,828 ------------ ------------ Total current assets 255,189 368,216 Property and equipment, net 48,861 71,329 Goodwill and other intangible assets 15,238 15,763 Other assets 4,286 4,256 ------------ ------------ $323,574 $459,564 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $55 $321 Accounts payable 26,625 37,438 Deferred revenues and customer advances 2,700 3,520 Deferred gain on leased equipment 2,369 6,852 Other accrued expenses 34,376 27,179 ------------ ------------ Total current liabilities 66,125 75,310 ------------ ------------ Long-term debt, less current portion 150,000 150,000 Stockholders' equity 107,449 234,254 ------------ ------------ $323,574 $459,564 ============ ============ LTX CORPORATION CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (In thousands, except earnings per share data) Three Months Nine Months Ended Ended April 30, April 30, ------------------ -------------------- 2005 2004 2005 2004 --------- -------- ---------- --------- Net sales $25,534 $70,333 $95,603 $175,367 Cost of sales 18,695 41,105 66,812 108,955 Inventory related provision - - 47,457 - --------- -------- ---------- --------- Gross margin 6,839 29,228 (18,666) 66,412 Engineering and product development expenses 16,491 17,143 52,025 50,209 Selling, general and administrative expenses 7,316 6,999 23,247 20,222 Reorganization costs and asset impairment 28,611 - 31,726 - --------- -------- ---------- --------- Loss from operations (45,579) 5,086 (125,664) (4,019) Interest income (expense), net (77) (780) (848) (2,916) --------- -------- ---------- --------- Net loss $(45,656) $4,306 $(126,512) $(6,935) ========= ======== ========== ========= Net loss per share Basic $(0.75) $0.07 $(2.07) $(0.13) Diluted $(0.75) $0.07 $(2.07) $(0.13) Weighted average shares: Basic 61,216 58,826 61,090 54,199 Diluted 61,216 61,622 61,090 54,199 CONTACT: LTX Corporation Mark Gallenberger, 781-467-5417 mark_gallenberger@ltx.com -----END PRIVACY-ENHANCED MESSAGE-----