Current Report


 
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):  February 3, 2009

AVIZA TECHNOLOGY, INC.

(Exact name of registrant as specified in charter)


Delaware
(State or other jurisdiction
of incorporation)
000-51642
(Commission
File Number)
20-1979646
(I.R.S. Employer
Identification Number)


440 Kings Village Road, Scotts Valley, CA 95066
(Address of principal executive offices) (Zip Code)
 
831-438-2100
(Registrant’s telephone number, including area code)
 
 
(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 (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 2.02.
Results of Operations and Financial Condition.
 
On February 3, 2009, Aviza Technology, Inc. issued a press release and posted management comments to its website with respect to its financial results for its first quarter of fiscal year 2009. Copies of the press release and management comments are furnished as Exhibits 99.1 and 99.2, respectively, to this Form 8-K. This Form 8-K and the attached exhibits are furnished to, but not filed with, the Securities and Exchange Commission.

 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number

99.1
Press Release dated February 3, 2009.

99.2
Management Comments.
 
 
 

 
SIGNATURES

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.
 
  AVIZA TECHNOLOGY, INC.  
       
       
Date:   February 3, 2009
By:
/s/ Patrick C. O’Connor  
   
Patrick C. O’Connor
Executive Vice President and Chief Financial Officer
 
       

 

EXHIBIT INDEX



Exhibit
Number

99.1
Press Release dated February 3, 2009.

99.2
Management Comments.

 
 
Exhibit 99.1
 
LOGO
 
 
CONTACTS
 
CORPORATE COMMUNICATIONS
INVESTOR RELATIONS
Lisa Mansfield
Patrick O’Connor
Corporate Marketing
Chief Financial Officer
Aviza Technology, Inc.
Aviza Technology, Inc.
Phone +1 (831) 439-6444
Phone +1 (831) 439-6360
Fax +1 (831) 439-6223
Fax +1 (831) 439-6320
lisa.mansfield@aviza.com
pat.oconnor@aviza.com
 
FOR IMMEDIATE RELEASE

AVIZA TECHNOLOGY ANNOUNCES FISCAL YEAR 2009
FIRST QUARTER FINANCIAL RESULTS

SCOTTS VALLEY, Calif., February 3, 2009—Aviza Technology, Inc. (NASDAQ: AVZA (changed to AVZAQ on June 19, 2009)), a supplier of advanced semiconductor capital equipment and process technologies for the global semiconductor industry and related markets, today reported results for the first quarter of fiscal year 2009, which ended on December 26, 2008.

FISCAL YEAR 2009 FIRST QUARTER FINANCIAL HIGHLIGHTS

§
First quarter net sales of $25.2 million were within the range of the Company’s guidance of $25 million to $32 million for the quarter.

§
First quarter shipments were $24.1 million.

§
First quarter gross margin improved to 41 percent from the fourth quarter fiscal 2008.

§
First quarter net income was $1.3 million, or $0.06 per share.  Adjusted net income was $4.9 million, or $0.22 per share.

“The results of our December quarter reflect our ongoing efforts to improve our financial performance in the face of an extremely challenging macroeconomic environment with no visibility into the buying cycle of our customer base.  We have made good progress in reducing our breakeven by accelerating cost reductions and benefiting from favorable currency exchange rates. The impact of the stronger dollar against other foreign currencies helped us in the December quarter.  As we continue to size the company appropriately, we anticipate further restructuring charges in the March quarter” said Jerry Cutini, President and Chief Executive Officer of Aviza Technology.  “Additionally, as we do not plan to schedule future conference calls to discuss the Company’s financial results, we will post to the Aviza web site our comments about the quarter and invite you to contact Pat O’Connor, Chief Financial Officer, or me with any questions.”
 



-continued-
 
 
AVIZA ANNOUNCES FY09 FIRST QUARTER RESULTS
PAGE 2 OF 6
 

FORECAST – FISCAL 2009 SECOND QUARTER ENDING MARCH 27, 2009

Aviza’s guidance for the second quarter of fiscal 2009 is predicated on continued weakness in customers’ demand.  Aviza expects that second quarter net sales will be in the range of $13 million to $18 million, with an adjusted net loss of $1 million to $5 million.
 
NON-GAAP FINANCIAL MEASURES
 
Aviza uses non-GAAP financial measures that are not intended to be used in lieu of GAAP presentations, but are provided because we believe that they provide additional information with respect to the performance of our fundamental business activities and are also used by securities analysts, investors and other interested parties to evaluate our business on a comparable basis to other companies.  The two non-GAAP financial measures that we use are (i) Adjusted Net Income (Loss) and (ii) Adjusted Net Income (Loss) Per Share.  We believe that Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share provide investors with useful information about our operating results.  We use Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share to review and assess our operating performance.  Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share also allow us to compare our operating results with corresponding prior periods as well as with the operating results of other companies in our industry.

Adjusted Net Income (Loss) is a non-GAAP financial measure that represents GAAP Net Income (Loss) excluding the following items: stock-based compensation, amortization expense, depreciation expense, net interest expense, restructuring and other one-time charges, income taxes and net other (income) expense.  As we have substantial net operating loss carryforwards, we have not included the impact of additional income tax provisions in this calculation.  Adjusted Net Income (Loss) Per Share is a non-GAAP financial measure that represents Adjusted Net Income (as defined above) divided by weighted average number of shares outstanding for the period.  A reconciliation of our Adjusted Net Income (Loss) to GAAP Net Income (Loss), the most directly comparable GAAP measure, is provided in the attached table.

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share have limitations as analytical tools, and you should not consider them in isolation or as a substitute for net income (loss), earnings per share and other consolidated income statement data prepared in accordance with GAAP.  We compensate for these limitations by relying primarily on our GAAP results and using Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share as supplemental information.

Unless otherwise specified, all references in this press release to financial information are prepared in accordance with accounting principals generally accepted in the United States.




-continued-

 
AVIZA ANNOUNCES FY09 FIRST QUARTER RESULTS
PAGE 3 OF 6

 
OTHER  INFORMATION
 
Aviza will not be scheduling a conference call to discuss the Company's financial results for the first quarter of fiscal year 2009.

In lieu of the call, the Company will post comments from Chief Executive Officer, Jerry Cutini, and Chief Financial Officer, Pat O’Connor, regarding results for the first quarter of fiscal year 2009, which will be available on Aviza's website at http://www.aviza.com/investors/ .
 
SAFE HARBOR STATEMENT
 
This press release contains forward-looking statements.  These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  These forward-looking statements include, but are not limited to, the statements made by Jerry Cutini and all statements containing the words “believes,” “expects,” “forecast,“ “may,” “will,” “should,” “seeks,” “intends,” “plans,” “estimates” or “anticipates” or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  Many factors could cause actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by existing and potential future customers; disruption of operations or increases in expenses due to our involvement in litigation or caused by civil or political unrest or other catastrophic events; general economic conditions and conditions in the semiconductor industry in particular; the continued employment of our key personnel and risks associated with competition.  Some of these factors and other important factors are detailed in various Securities and Exchange Commission filings that we have made, particularly in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available from us without charge.  Please review these filings and do not place undue reliance on these forward-looking statements.  We assume no obligation to update these forward-looking statements.
 
ABOUT AVIZA TECHNOLOGY, INC.
 
Aviza Technology, Inc. designs, manufactures, sells and supports advanced semiconductor capital equipment and process technologies for the global semiconductor industry and related markets.  The company’s systems are used in a variety of segments of the semiconductor market, such as advanced silicon for memory devices, advanced 3-D packaging and power integrated circuits for communications.  Aviza’s common stock is publicly traded on the NASDAQ Global Market (NASDAQ GM: AVZA (changed to AVZAQ on June 19, 2009)).  Aviza is headquartered in Scotts Valley, Calif., with manufacturing, R&D, sales and customer support facilities located in the United Kingdom, Germany, France, Taiwan, China, Japan, Korea, Singapore and Malaysia.  Additional information about the company can be found at http://www.aviza.com .
 
-tables follow-
 

 
 
AVIZA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
   
December 26,
   
September 26,
 
   
2008
   
2008
 
             
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 6,698     $ 14,896  
Restricted cash
    1,040     $ -  
Accounts receivable, net
    26,221       31,580  
Inventory
    28,029       37,662  
Prepaid expenses and other current assets
    4,445       4,028  
                 
Total current assets
    66,433       88,166  
                 
Property and equipment - net
    21,841       24,443  
                 
Intangible and other assets
    1,091       1,180  
                 
TOTAL
  $ 89,365     $ 113,789  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Bank borrowing - short term
  $ 25,050     $ 31,073  
Accounts payable
    14,860       22,127  
Warranty liability
    4,552       6,143  
Accrued liabilities
    13,163       18,073  
                 
Total current liabilities
    57,625       77,416  
                 
                 
NOTE PAYABLE - Long term
    11,222       11,654  
OTHER LIABILITIES- Long term
    175       175  
                 
Total liabilities
    69,022       89,245  
                 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock
    122,607       122,130  
Accumulated deficit and accumulated other comprehensive loss
    (102,264 )     (97,586 )
                 
Total stockholders' equity (deficit)
    20,343       24,544  
                 
TOTAL
  $ 89,365     $ 113,789  
 
 

 
 
AVIZA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
 
   
Quarter Ended
 
   
December 26,
   
September 26,
   
December 28,
 
   
2008
   
2008
   
2007
 
                   
NET SALES
  $ 25,231     $ 35,496     $ 34,014  
                         
COST OF GOODS SOLD - on net sales
    14,749       22,242       24,283  
COST OF GOODS SOLD - restructuring
    134       294       -  
                         
Total cost of goods sold
    14,883       22,536       24,283  
                         
GROSS PROFIT (LOSS)
    10,348       12,960       9,731  
                         
OPERATING EXPENSES:
                       
Research and development costs
    4,665       6,570       8,039  
Selling, general and administrative costs
    5,932       8,187       9,826  
Restructuring costs and other costs
    1,214       1,840       -  
                         
                         
Total operating expenses
    11,811       16,597       17,865  
                         
INCOME (LOSS) FROM OPERATIONS
    (1,463 )     (3,637 )     (8,134 )
                         
OTHER INCOME (EXPENSE):
                       
Interest income
    15       18       52  
Interest expense
    (667 )     (518 )     (412 )
Other income (expense) - net
    3,561       780       272  
                         
Total other income (expense)
    2,909       280       (88 )
                         
INCOME (LOSS) BEFORE INCOME TAXES
    1,446       (3,357 )     (8,222 )
                         
PROVISION FOR (BENEFIT FROM) INCOME TAXES
    164       (244 )     298  
                         
NET INCOME (LOSS)
  $ 1,282     $ (3,113 )   $ (8,520 )
                         
Income (Loss) per share:
                       
Basic
  $ 0.06     $ (0.14 )   $ (0.40 )
Diluted
  $ 0.06     $ (0.14 )   $ (0.40 )
                         
Weighted average common shares:
                       
Basic
    21,856,473       21,856,473       21,060,009  
Diluted
    22,047,064       21,856,473       21,060,009  
 
 

 
AVIZA TECHNOLOGY, INC.
RECONCILIATION TO ADJUSTED NET INCOME (LOSS) AND ADJUSTED NET INCOME (LOSS) PER SHARE
(in thousands, except share and per share amounts)
(unaudited)
 
   
Quarter Ended
 
   
December 26,
   
September 26,
   
December 28,
 
   
2008
   
2008
   
2007
 
                   
NET INCOME (LOSS)
  $ 1,282     $ (3,113 )   $ (8,520 )
                         
Adjustments to reconcile net income (loss) to adjusted net income (loss)
                       
Stock-based compensation
  $ 422     $ 438     $ 528  
Amortization expense (1)
    31       75       100  
Depreciation expense
    1,009       1,170       1,430  
Interest expense, net
    652       500       360  
Other (income) expense, net (2)
    (6 )     (19 )     (20 )
Restructuring and other costs
    1,348       2,134       -  
Income taxes
    164       (244 )     298  
                         
ADJUSTED NET INCOME (LOSS)
  $ 4,902     $ 941     $ (5,824 )
                         
Adjusted Income (loss) per share:
                       
Basic
  $ 0.22     $ 0.04     $ (0.28 )
Diluted
  $ 0.22     $ 0.04     $ (0.28 )
                         
Weighted average common shares:
                       
Basic
    21,856,473       21,856,473       21,060,009  
Diluted
    22,047,064       21,856,473       21,060,009  
 
 
 
(1) Does not include the amortization of debt issuance costs of $25,000, $33,000, and $33,000 during the three months ended December 26, 2008, September 26, 2008 and December 28, 2007 respectively, which are included in interest expense, net.
                     
(2) Does not include the FX translation gain of $3,555,000, $761,000, and $252,000 during the three months ended December 26, 2008, September 26, 2008 and December 28, 2007 respectively.
 
 
Exhibit 99.2
 

LOGO
 
Aviza Technology CEO & CFO Comments Regarding First Quarter of Fiscal 2009 Operational and Financial Highlights

 
Jerry Cutini - Aviza Technology - President, CEO
 
Despite the current decline in the global economy and the challenges presented, both financially and operationally, I am very pleased by our employees’ performance.

Product event highlights for this quarter include:

 
·
We shipped the world’s first 300mm Ion Beam Deposition system to Leti in Grenoble, France.  The system was successfully installed and accepted during the quarter;

 
·
Our most advanced 300mm ALD system was installed and accepted in Japan.  Our customer will be processing high-k, metal gate films on 32nm high performance logic devices.  Aviza’s dielectric and metal films will be incorporated into those devices;

 
·
We installed and qualified our Omega Deep Silicon (DSi) Etch system into a major MEMS foundry.  This system combines high performance, high through-put deep silicon etching processed on a mass production platform proven in high-volume fabs around the world.  We are now helping our customers deliver high-volume MEMS devices for the mass markets; and

 
·
Our CVD system was installed and qualified at a major LED manufacturer in Europe.

Each of these highlights represents a significant step forward for Aviza as we continue to expand our presence in our served markets.  More importantly, it validates our strategy of serving our markets with differentiated and cost-effective systems.
 

 
Page 1

 
Regarding our financial performance, the effects of our cost reduction and cost control programs were central in helping the company achieve profitability during the December quarter.  We have instituted very strong controls on spending and it has had the desired effect.  During the March quarter we will continue to institute shut down days at varying times and locations.  Additionally, our board of directors approved a 20% reduction in fees paid to board members, and members of senior management have decided to forego approximately 20% of their salary.  Just as important, our employees have helped us push our break-even point lower.  Many of our employees around the world have accepted a reduced compensation program, demonstrating their commitment to Aviza’s financial performance.

The March quarter will continue to be challenging, as we will again be faced with an unpredictable environment for orders.  I do not expect the semiconductor market to stabilize for quite some time.  However, I am optimistic that the markets we serve will continue to purchase our systems, albeit at a reduced rate from previous quarters.
 

 
Pat O'Connor - Aviza Technology - EVP, CFO
 
INCOME STATEMENT
 
Our results for the December quarter, particularly in light of the continuing challenging economic environment are as follows:

Net sales of $25.2 million were within the range of our guidance and compared to net sales of $35.5 in the September quarter.

Shipments of $24.1 million decreased from the September quarter shipments of $35.5 million.
 
On a geographic basis, percentage breakdown of net sales was Asia-Pacific 33%, Europe 44%, and North America 23%.

Gross margin of 41% improved from the September quarter gross margin of 36.5%.

We have continued to lower our operating expenses by utilizing several cost control measures as we have in the past.  Total operating expenses of $11.8 million included a one-time restructuring charge of $1.2 million primarily related to an impairment of demonstration lab equipment.  This compares to the September quarter total operating expenses of $16.6 million.

Page 2

R&D spending of $4.7 million compares with $6.6 million for the September quarter; and SG&A spending was $5.9 million, which compares with $8.2 million for the September quarter.

Loss from operations was $1.5 million, which compares with the September quarter loss from operations of $3.6 million.

We recorded $3.6 million in currency exchange remeasurement gains due primarily to the strengthening of the U.S. dollar against the British Pound. As a result, net income for the quarter was $1.3 million, or $0.06 per share, as compared to a net loss of $3.1 million, or $0.14 per share, in the September quarter.

Adjusted net income for the December quarter of $4.9 million was in line with our updated guidance.  On an adjusted basis, we recorded $0.22 earnings per share.  This compares with adjusted net income for the September quarter of $0.9 million, or $0.04 per share.

Non-cash charges included depreciation expense of $1.0 million; amortization expense of $56,000; stock-based compensation expense of $422,000; net interest expense of $652,000; net other income of $6,000; and income tax of $164,000.   In addition, we recorded a one-time restructuring charge of $1.2 million in the quarter.
 
BALANCE SHEET
 
DSOs were 95 days, and inventory turns were 2.1 times.

As of December 26, 2008, the outstanding share count was approximately 21.9 million shares.
 
GUIDANCE
 
Our guidance for the March quarter continues to reflect weakness in customer demand for our products and services. We expect that second quarter net sales will be in the range of $13 million to $18 million, and adjusted net loss will be in the range of $1.0 million to $5.0 million.  In addition, we expect stock-based compensation expense to be in the range of $400,000 to $450,000.

 
Page 3

NON-GAAP FINANCIAL MEASURES
 
Aviza uses non-GAAP financial measures that are not intended to be used in lieu of GAAP presentations, but are provided because we believe that they provide additional information with respect to the performance of our fundamental business activities and are also used by securities analysts, investors and other interested parties to evaluate our business on a comparable basis to other companies.  The two non-GAAP financial measures that we use are (i) Adjusted Net Income (Loss) and (ii) Adjusted Net Income (Loss) Per Share.  We believe that Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share provide investors with useful information about our operating results.  We use Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share to review and assess our operating performance.  Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share also allow us to compare our operating results with corresponding prior periods as well as with the operating results of other companies in our industry.

Adjusted Net Income (Loss) is a non-GAAP financial measure that represents GAAP Net Income (Loss) excluding the following items: stock-based compensation, amortization expense, depreciation expense, net interest expense, restructuring and other one-time charges, income taxes and net other (income) expense.  As we have substantial net operating loss carryforwards, we have not included the impact of additional income tax provisions in this calculation.  Adjusted Net Income (Loss) Per Share is a non-GAAP financial measure that represents Adjusted Net Income (as defined above) divided by weighted average number of shares outstanding for the period.  A reconciliation of our Adjusted Net Income (Loss) to GAAP Net Income (Loss), the most directly comparable GAAP measure, is provided in the attached table.

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share have limitations as analytical tools, and you should not consider them in isolation or as a substitute for net income (loss), earnings per share and other consolidated income statement data prepared in accordance with GAAP.  We compensate for these limitations by relying primarily on our GAAP results and using Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share as supplemental information.

Unless otherwise specified, financial information referenced in these comments are prepared in accordance with accounting principals generally accepted in the United States.


Page 4

 
AVIZA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
 
   
December 26,
   
September 26,
 
   
2008
   
2008
 
             
ASSETS
           
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 6,698     $ 14,896  
Restricted cash
    1,040     $ -  
Accounts receivable, net
    26,221       31,580  
Inventory
    28,029       37,662  
Prepaid expenses and other current assets
    4,445       4,028  
                 
Total current assets
    66,433       88,166  
                 
Property and equipment - net
    21,841       24,443  
                 
Intangible and other assets
    1,091       1,180  
                 
TOTAL
  $ 89,365     $ 113,789  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
CURRENT LIABILITIES:
               
Bank borrowing - short term
  $ 25,050     $ 31,073  
Accounts payable
    14,860       22,127  
Warranty liability
    4,552       6,143  
Accrued liabilities
    13,163       18,073  
                 
Total current liabilities
    57,625       77,416  
                 
                 
NOTE PAYABLE - Long term
    11,222       11,654  
OTHER LIABILITIES- Long term
    175       175  
                 
Total liabilities
    69,022       89,245  
                 
                 
STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Common stock
    122,607       122,130  
Accumulated deficit and accumulated other comprehensive loss
    (102,264 )     (97,586 )
                 
Total stockholders' equity (deficit)
    20,343       24,544  
                 
TOTAL
  $ 89,365     $ 113,789  
 
 
Page 5

 
AVIZA TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
 
   
Quarter Ended
 
   
December 26,
   
September 26,
   
December 28,
 
   
2008
   
2008
   
2007
 
                   
NET SALES
  $ 25,231     $ 35,496     $ 34,014  
                         
COST OF GOODS SOLD - on net sales
    14,749       22,242       24,283  
COST OF GOODS SOLD - restructuring
    134       294       -  
                         
Total cost of goods sold
    14,883       22,536       24,283  
                         
GROSS PROFIT (LOSS)
    10,348       12,960       9,731  
                         
OPERATING EXPENSES:
                       
Research and development costs
    4,665       6,570       8,039  
Selling, general and administrative costs
    5,932       8,187       9,826  
Restructuring costs and other costs
    1,214       1,840       -  
                         
                         
Total operating expenses
    11,811       16,597       17,865  
                         
INCOME (LOSS) FROM OPERATIONS
    (1,463 )     (3,637 )     (8,134 )
                         
OTHER INCOME (EXPENSE):
                       
Interest income
    15       18       52  
Interest expense
    (667 )     (518 )     (412 )
Other income (expense) - net
    3,561       780       272  
                         
Total other income (expense)
    2,909       280       (88 )
                         
INCOME (LOSS) BEFORE INCOME TAXES
    1,446       (3,357 )     (8,222 )
                         
PROVISION FOR (BENEFIT FROM) INCOME TAXES
    164       (244 )     298  
                         
NET INCOME (LOSS)
  $ 1,282     $ (3,113 )   $ (8,520 )
                         
Income (Loss) per share:
                       
Basic
  $ 0.06     $ (0.14 )   $ (0.40 )
Diluted
  $ 0.06     $ (0.14 )   $ (0.40 )
                         
Weighted average common shares:
                       
Basic
    21,856,473       21,856,473       21,060,009  
Diluted
    22,047,064       21,856,473       21,060,009  
 
Page 6

AVIZA TECHNOLOGY, INC.
RECONCILIATION TO ADJUSTED NET INCOME (LOSS) AND ADJUSTED NET INCOME (LOSS) PER SHARE
(in thousands, except share and per share amounts)
(unaudited)
 
   
Quarter Ended
 
   
December 26,
   
September 26,
   
December 28,
 
   
2008
   
2008
   
2007
 
                   
NET INCOME (LOSS)
  $ 1,282     $ (3,113 )   $ (8,520 )
                         
Adjustments to reconcile net income (loss) to adjusted net income (loss)
                       
Stock-based compensation
  $ 422     $ 438     $ 528  
Amortization expense (1)
    31       75       100  
Depreciation expense
    1,009       1,170       1,430  
Interest expense, net
    652       500       360  
Other (income) expense, net (2)
    (6 )     (19 )     (20 )
Restructuring and other costs
    1,348       2,134       -  
Income taxes
    164       (244 )     298  
                         
ADJUSTED NET INCOME (LOSS)
  $ 4,902     $ 941     $ (5,824 )
                         
Adjusted Income (loss) per share:
                       
Basic
  $ 0.22     $ 0.04     $ (0.28 )
Diluted
  $ 0.22     $ 0.04     $ (0.28 )
                         
Weighted average common shares:
                       
Basic
    21,856,473       21,856,473