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Executives

Jeff Killian - Chief Financial Officer, Vice President - Finance, Treasurer, Secretary

Michael Burger - President, Chief Executive Officer, Director

Analysts

Dennis Van Zelfden - Brazos Research

Robert Moses - RGM Capital

Larry Lytton - Second Line Capital

Evan Richert - Sidoti & Company

Cascade Microtech, Inc. (CSCD) Acquisition of ATT Advanced Temperature Test Systems GmbH Conference Call October 4, 2013 8:30 AM ET

Operator

Good day, ladies and gentlemen. Welcome to Cascade Microtech special announcement conference call. My name is Sheila and I am your operator for today. At this time, all participants are in a listen-only mode. We will conduct a question-and-session towards the end of this conference. (Operator Instructions). As a reminder, this call is being recorder for replay purposes.

I would like to turn the call over to Jeff Killian, CFO of Cascade. Please proceed, sir.

Jeff Killian

Thank you. On October 2, 2013, Cascade Microtech issued a press release announcing the acquisition of ATT Advanced Temperature Test Systems GmbH in Munich, Germany. We would like to thank everyone on the call for joining us on short notice to discuss this acquisition.

Before we begin, you should all be aware that we shall be commenting today on our business outlook and we will make other forward-looking statements based on our current expectations. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements.

All of our forward-looking statements including those related to ATT Systems are subject to risks and uncertainties that could cause actual results to differ materially. I refer you to the press release we issued on October 2, 2013 for a description of factors that could cause actual results to differ materially from those forecasts.

The forward-looking statements we make today speak only as of today and we do not undertake any obligation to update any such statements to reflect events or circumstances occurring after today.

As we are in our typical quite period relating to our third quarter closing and reporting process, on today's call we will not be commenting on our business environment or our expectations for the third quarter. As a reminder, Cascade Microtech will hold the third quarter 2013 earnings call in a few weeks per our normal schedule.

Today, we will be providing forecast information for our fourth quarter of 2013 to provide you with insight into the anticipated effects of this transaction on the financial results of the company. This information is subject to provisions of the Safe Harbor rule described earlier in the call.

The ATT Systems acquisition was effective on October 2, 2013, during the fourth quarter of 2013. Since this is a fourth quarter transaction, we will not be providing pro forma financial statements related to the ATT Systems acquisition in connection with our disclosure of third quarter results. The audited and pro forma financials for ATT Systems will be provided with our SEC filings scheduled in December 2013.

We hope that the information provided today will give you sufficient information related to the acquisition and to ATT Systems. We are very excited about ATT Systems and what it means for Cascade Microtech shareholders. There is a lot of information to cover but there are areas we will not be able to discuss today. Please understand this and we apologize in advance for any information that we are not able to provide.

With me on the call today is our President and Chief Executive Officer, Michael Burger. This call will begin with prepared remarks and then we will open the call for your questions.

With that said, I will now turn the call over to Michael Burger who will provide some opening remarks.

Michael Burger

Thanks, Jeff. Good morning, everyone on the call. Thank you for joining us. We are very excited to announce the acquisition of ATT Systems. With the acquisition of ATT Systems, we have executed on a critical component of our Cascade Microtech's strategy.

ATT Systems will add a new product portfolio as well as expanding our market potential, while at the same time providing long-term benefits to our organic system products through the integration of ATT Systems products and to our existing and new wafer probing systems. ATT Systems is a 12 year old company. It has its roots in technological innovation and solving complex semiconductor thermal challenges. ATT Systems is based in Munich, Germany and manufactures advanced thermal system used in the testing of semiconductor wafers.

The market and the customer base served by ATT Systems are the same as those served by Cascade Microtech. We have a good and long history with ATT Systems. This acquisition will accelerate our growth and profits. We are confident that it will create significant value for our shareholders.

The consolidation for the acquisition or the consideration for the acquisition was a combination of cash and Cascade Microtech's common stock, the value of ATT Systems at approximately $27 million. Before purchase accounting treatment and deal cost we expect the acquisitions to be accretive to earnings starting in the fourth quarter of 2013.

In today's call, we will discuss the capabilities and technologies of ATT Systems. We will talk about how the majority of the industry trends play to our combined strengths and how Cascade Microtech will serve our customers' needs. In addition, we will provide more detail about the transaction itself, operating plans and financial model.

Now let me turn the call back over to Jeff who will provide more details about the transaction and the financial success model for Cascade Microtech.

Jeff Killian

Thank you, Michael. I will cover the details of the acquisition such as the transaction structure and ATT Systems' historical financial performance and then I will introduce the new Cascade Microtech financial success model. For convenience, I have converted the currency into dollars using a 1.35 exchange rate.

As you have seen in the press release, the purchase price before acquired cash included approximately $11.2 million in cash, approximately 1.6 million shares of Cascade Microtech common stock and deferred payments totaling approximately $1 million in cash. The transaction is subject to certain post-closing adjustments such as working capital adjustment. Based on the strength of Cascade Microtech's balance sheet, this transaction would pay for from existing cash and there is sufficient cash remaining post-close for operating and other needs that may arise. Additionally, Cascade Microtech has a history of strong cash flows based upon our operating profit and as we will discuss later, ATT Systems has a history of positive earnings and cash generation.

The approximately 1.6 million shares granted with this acquisition are subject to a one-year lockup agreement. The shares granted represent approximately 10% of Cascade Microtech's common stock outstanding. We are confident that the structure of this transaction strikes the correct balance of Cascade Microtech's cash needs with the thoughtful use of Cascade Microtech's common stock.

I will now move to a discussion around the historic operating performance of ATT Systems. ATT Systems has operated as a privately held German company. As such its financial results have not previously been subjected to our U.S. Generally Accepted Accounting Principle. They have operated successfully and reported financial results under German statutory rules.

While not fully U.S. GAAP compliant, we believe the information provided today regarding ATT Systems provide a reasonable approximation of the historic results of ATT Systems. With regard to the historical financial performance of ATT Systems, their fiscal year-end has been October 31. For the 2012 fiscal year ending October 31, 2012, revenue was approximately $7.2 million. For the 11 month period ending October 1, 2013, revenue is expected to increase to approximately $9.4 million. On an annualized basis, these results reflect growth of over 40%. The most recent three-month period of revenue ending October 1, 2013 is expected to approximate $2.6 million.

ATT Systems operates a lean and scalable manufacturing model. For the year ended October 31, 2012, ATT Systems generated approximately $2.6 million of EBITDAS. As revenues have increased in the 11 month ending October 1, 2013, EBITDAS is expected to improve to approximately $4 million over that period. Obviously the October 1, 2013 financial statement don’t include any purchase accounting impact and are still in process but we believe these estimates do really reflect their historic results.

Based upon the unaudited trailing 12 month performance of ATT Systems, the purchase price approximates 6x annual EBITDAS. We plan to operate ATT Systems substantially as it is operated today utilizing their current name and branding. As Michael mentioned earlier, before the impact of purchase accounting and deal cost, we expect the acquisition to be accretive to EPS starting in the fourth quarter of 2013. We will report ATT Systems' results with our Systems segment.

I would now like to move our focus away from ATT Systems and address Cascade Microtech as a consolidated company. Those of you who have followed Cascade Microtech should be familiar with our published success model. This success model targets 12% operating profit.

Today, Cascade Microtech is announcing a shift to a new success model. As we look forward to 2014 and beyond, we are revising our success model to focus on EBITDAS which is earnings before interest, taxes, depreciation, amortization and stock-based compensation. The new success model includes increasing our target gross margins to 50% and resulting EBITDAS to 20% of revenue.

We believe that due to our new product adoption initiatives together with our recent acquisitions, as soon as we move beyond the short-term acquisition related financial impact, a new success model is warranted for the organization which provides strong shareholder value. There are many reasons for changing to the 20% EBITDAS success model and I will highlight a few of the most important reasons.

First, the acquisition of reliability test products from Atrium on July 31, 2013 and now the acquisition of ATT Systems on October 2, 2013, we anticipate that there will be quarterly intangible asset amortization associated with each of those transactions. We have not yet finalized the purchase accounting treatment for either of these transactions and therefore the related intangible amortization has not been determined. Using EBITDA allowed us to focus on the result of the company before the effect of those non-cash charges.

Second and most importantly, we are committed to generating shareholder value. In doing so, we are driving the organization to be successful across all products and functions. The new operating model ensures that we focus on these thing that drive improved financial results.

It should also be noted that Cascade Microtech currently carries a substantial off-balance sheet deferred tax asset. This deferred tax asset has kept our effective tax rate very low over the past couple of years. As Cascade Microtech has shown a track record of generating quarterly profit we anticipate that this deferred tax asset may be recorded back onto the balance sheet.

We are in the process of evaluating whether some or all of the valuation allowance or deferred tax asset should be released in the current or future periods. If released, it really could create a one-time tax benefit of between $6 million to $9 million and would increase our effective tax rate from that point forward. The final amount of the tax benefit will be adjusted by timing, profitability and the application of other tax items such as R&D tax credits. Estimated tax rate following the recognition of this deferred tax asset adjustment could range from 33% to 35%.

To summarize, Cascade Microtech is driving the company to a new success model that challenges the organization to retire levels of profitability. The Cascade Microtech's success model includes EBITDA at 20% of revenue.

I have covered a lot of ground pertaining to the transaction and the historical financial performance. It is now time to turn the call back over to Michael.

Michael Burger

Thanks, Jeff. ATT Systems is great bet for Cascade Microtech. ATT Systems is positioned to have an immediate and positive contribution towards the success of our company. Our market is driving the need for advanced thermal capability and wafer test. As semiconductor packaging becomes more expensive the need to testing at extreme temperatures as well as controlling the ambient temperature are driving the increased demand for thermal testing solutions at the wafer level.

Also the need for evaluating the reliability and the predicted lifetime of these devices are driving more testing over broader ranges of temperature. In the recent past, very few wafer test cells were shipped with an integrated thermal solution. Today due to the accelerated requirements we just mentioned, we estimate that greater than 45% of new wafer test stations are shipped with some form of integrated thermal test solution. Additional, those test cells that were historically shipped without thermal systems are now being retrofitted with new thermal systems. This retrofit market provides another market opportunity for Cascade, one that ATT Systems has been successfully supporting with quality, technologically driven thermal solutions for years. We plan, over the long-term, to integrate ATT Systems thermal solutions into the current Cascade Microtech probing offering. This will remove the stack margins that we are currently paying today.

Finally, our customers in the engineering space are at the bleeding edge of developing new nodes, new materials and test methodologies that support these new technologies. Thermal stress plays a growing part of testing innovative solutions. Cascade Microtech customers are requiring more and more advanced capability for the wafer probing and thermal systems.

This coupling of wafer probing design along with advanced thermal capabilities aligns perfectly with our customers' roadmap and the long-term needs. As our systems become more complicated we need to be able to control and leverage the thermal design expertise on new Cascade Microtech prober solutions. ATT offers this expertise.

In summary, there are three areas of opportunity with ATT Systems acquisition. First is the increasing of the number of systems shipped with thermal solutions. Second is the worldwide install base of wafer test cells that are being retrofitted with new thermal solutions. The third is the opportunity for Cascade's integration ATT solutions within the Cascade Microtech wafer probers of the future, enhancing our product offering and our gross margins.

As we wrap up on the prepared statement portion of the call, I would like to take a few moments to provide revenue guidance from combined Cascade Microtech fourth quarter of 2013. Cascade has acquired two new businesses in the last three months. Today we are providing revenue guidance for the fourth quarter of 2013 that includes revenue from the reliability test products division of Atrium purchased back division is back in June or July and ATT Systems and, of course, our current base business.

For the fourth quarter of 2013, assuming consistent foreign currency rates, revenue is expected to be in the range of $34 million to $38 million. We are not providing earnings per share guidance at this time. We have not closed out book for September but we believe the combined acquisition and related costs incurred for RTP and ATT Systems transaction should not exceed $1.5 million. We do anticipate there will be some continued transaction and related costs in the fourth quarter of 2013. Based upon these expectations, we continue to be very excited about Cascade Microtech's future as we deliver enhanced value both to our customers and shareholders.

Again, thank you for participating on our call today. I will now turn the call back to the operator for your questions. Operator?

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Evan Richert of Sidoti & Company. Please proceed. Sorry, once again, it's Dennis Van Zelfden of Brazos Research. Please proceed.

Dennis Van Zelfden - Brazos Research

Good morning, gentlemen.

Michael Burger

Hi, Dennis. How are you?

Jeff Killian

Hey, Dennis.

Dennis Van Zelfden - Brazos Research

I am good. It's pretty early out there. Isn’t it?

Michael Burger

Oh, gosh. But yes, we just got back from Germany last night. So, yes.

Jeff Killian

Maybe we are still on German time. So maybe it’s okay.

Dennis Van Zelfden - Brazos Research

What is it about the acquisition you just made - what is it about their business that allows them to already have EBITDA margins of say, 35% to 45%. How is it different than your business?

Michael Burger

They run a very lean manufacturing model. A lot of their manufacturing of sub-components is assembled outside of the company through their supply base. Then they take these different subcomponents, bring it in with a very lean organization and are able to command a premium because frankly, the design of these systems is very highly thought of market place.

Dennis Van Zelfden - Brazos Research

Does that mean, or are there any plans to start doing it yourself and not subcontracting the stuff out?

Michael Burger

We are very envious of their model, but frankly, yes. Our manufacturing process requires and basically has leveraged some of the internal capabilities that we have. But I think that yes, there is things to be learned from ATT Systems for sure.

Dennis Van Zelfden - Brazos Research

Okay. And then just a general comment about what the annual sales looks like for the combined company. Now I know you gave fourth quarter $34 million to $38 million. If I remember correctly, the fourth quarter is maybe one of the stronger quarters out there. Would it safe to say that the new company could do in excess of $130 million in annual revenue?

Michael Burger

Well, can do or will do, that’s different. I think can do, from a capacity perspective, absolutely. In fact, I think from a capacity and capital infrastructure perspective, we can do well beyond that. We are not giving further future guidance, annual guidance but certainly the capacity is there to do that and we believe that as we continue to enhance our products and it seems that the market is holding relatively strong. I think that we are pretty bullish.

Dennis Van Zelfden - Brazos Research

Well, I guess what I meant to say was, if I take the midpoint of the Q4 guidance, let's just pick $35 million that would be more like $140 million. But I did not know if that would be inappropriate simply because on a seasonal basis the fourth quarter is typically stronger than the others.

Jeff Killian

Yes, it is. So you know our market well, Dennis. So you will watch in our past performance, we are improving our revenue quarter-on-quarter, year-on-year and so your model needs impact of seasonality. We only gave one quarter guidance. So we position the company with capacity that Michael said to outgrow the market place.

Michael Burger

Okay, everything we read about 2014 and I mean everything we have read is very bullish. So I think assuming that materializes, I think yes. I think it's very doable.

Dennis Van Zelfden - Brazos Research

Okay, and did I hear you correctly say that the 20% EBITDAS goal can be achieved in 2014?

Michael Burger

We didn’t give you a time but as you know from our previous success model, these are not a pie in the sky or five-year goals. These are the next milestone for us and so we are very focused on it and we think that it is not multiple years away.

Dennis Van Zelfden - Brazos Research

All right, thanks, guys. Good luck.

Michael Burger

Thank you, Dennis. Appreciate it.

Operator

Thank you, and the next question comes from the line of Robert Moses of RGM Capital. Please proceed.

Robert Moses - RGM Capital

Good morning.

Michael Burger

Hi, Rob.

Robert Moses - RGM Capital

Just a couple of questions. First, give us a sense of the geographic distribution of revenue for the business currently.

Michael Burger

Well, they have a very interesting channel. They do a great deal of business in Japan. They do a great deal of business in Europe, and I think North America and Southeast Asia are opportunities for both of us because we, actually Cascade has probably a more evenly distributed revenue stream geographically and I think one of the opportunities is for us to help ATT leverage our strengths in Asia and in North America.

Robert Moses - RGM Capital

Got it. Then maybe you just talk about any overlap with customers or concentration. Obviously Cascade's customer base is quite diverse. Is there are lot of customer overlap that you can leverage or opportunities and/or are there any substantial customer concentration issues we should be aware of?

Michael Burger

Well, as it relates to the end customer, I think what's interesting is these guys have done a really good job leveraging channels and they have done it differently than we have. So their channels are more concentrated but their customers are very much similar to ours, Rob. The overlap of customer base is really kind of the Who's Who of the semiconductor guys. So we are excited about that because I think we both have positive reputations in our customer. I think one of the things that we were really concerned about through due diligence is making sure that reputation is aligned and they do. So I feel there is really not a lot of risk from a end-customer distribution perspective. The risk is how do we manage the channels and I am confident we can get through that.

Robert Moses - RGM Capital

Got it. Then maybe if you could just talk about the new shareholder, I guess, which you have. Is it management? Is it an institution? Just trying to get a sense as who the new Cascade holders will be?

Jeff Killian

Yes, so there is a holding company that owned this company we purchased them from. It’s a group that is widely known in Germany and so I am not certain when their 13 is going to be filed but it’s an investment group who invested in this company some time ago.

Michael Burger

And I will say that the investment group is made of two of the founders of ATT Systems. So we are confident and I think we believe that the management team of ATT is very motivated to make us very, very successful. I will say that the majority holder of ATT Holdings is been very excited about being a long-term holder of Cascade. So I think, in combination we couldn’t have found a better scenario and frankly I think one of the things that intrigued us most about this transaction is the fact that the sellers were very interested in long-term stock appreciation of Cascade. They valued the stock and thought that it was undervalued. That actually is kind of a place that we have been trying to get to here over the last three years and so I think finally our stock is taking on some value in the context of currency and so we jointly took advantage of that.

Jeff Killian

I think we have a press release that came out, Rob. I haven’t seen it yet. We have been travelling but I think it’s out there.

Robert Moses - RGM Capital

Okay. We will look for that. Thanks very much and congratulations on the deal.

Michael Burger

Thank you very much, Rob. Appreciate your support.

Operator

Your next question comes from the line of Larry Lytton of Second Line Capital. Please proceed.

Larry Lytton - Second Line Capital

Good morning.

Michael Burger

Hi, how are you, Larry.

Larry Lytton - Second Line Capital

Very good, thanks. With ATT, approximately, what do they run with in terms of depreciation and capital spending?

Jeff Killian

So we don’t report that type of detail on our individual product lines but, as Michael said, with an outsource model, it’s relatively small.

Larry Lytton - Second Line Capital

All right, so in terms of the overall spend for the new Cascade, looking out over the next 12 or 24 months, it is still running, I think the old number was $2 million to $2 million, is that still the type of number?

Jeff Killian

$2 million to $3 million, for depreciation?

Larry Lytton - Second Line Capital

No, I think capital spending. But maybe I have it wrong.

Jeff Killian

No, you are right. On a capital spend basis, you are exactly right. It will stay about the same.

Larry Lytton - Second Line Capital

And whatever this business is, or whatever you define the market as, what do people talk about in terms of ATT's served market growth rate over the next three to five years?

Michael Burger

It’s a great question. Again, we are putting together a stitch-in with RTP and ATT, we are putting together some smaller niche markets that basically are directly applicable to our end-market. We estimate between RTP and ATT's market that we think that the combined is probably under $100 million but I think (inaudible) overall has probably growth about $100 million. We have got a lot of work to do with both organizations around really understanding their market but that’s our preliminary deal. We need to back and verify that but it sounds right.

Larry Lytton - Second Line Capital

Would you throw a growth rate on it of 10% or 20% or?

Michael Burger

I would say, high single digits.

Larry Lytton - Second Line Capital

Okay, and were we a big customer or were we a customer there or a significant customer of theirs?

Michael Burger

SUSS Test AG was a very big customer of ATT, very big and we have very long relationship through our affiliates through the Swiss acquisition.

Larry Lytton - Second Line Capital

You mentioned the founders seem to be interested in being long-term shareholders. Are they also going to be long-term executives or they are interested in being shareholders not executives?

Michael Burger

Both. We have employment contracts with both and we have long-term incentives structured around stock for both of them.

Larry Lytton - Second Line Capital

And I guess it's from SUSS but what was the genesis of the deal and why did they sell?

Michael Burger

Well, I think, again, they were owned by a financial buyer. This financial buyer actually had history with this industry and I am not sure how much I can say about that but it was very familiar with SUSS and owned ATT at the time Cascade was bidding for SUSS. So the financial buyers really bought into this model of having an integrated thermal system and a prober company together. In fact, I think, we may not have said this but frankly Cascade Microtech is really now was part of the acquisition, one of the only major probing companies that did not have a thermal system capability internally. So that was why we went off and looked at a number of options and determined that ATT Systems offered an accretive model. A technology that we understood and knew very well, a relationship that we know. So it all came together and I think the genesis of the deal was, it’s a very small market and we went hunting and we approached ATT Systems' financial buyer and they liked the story.

Larry Lytton - Second Line Capital

And to the extent that they have customers who are competitors of ours, they used to be independent, now they are captive. Why don’t you think that’s a problem that they will lose some of their traditional customers who won't want to buy from a competitor?

Michael Burger

Yes, I think that’s build into our model and the insurance to this is the fact that as we develop new systems going forward, ATT will be inculcated in that within Cascade. So I think there maybe some flight, frankly it’s a relatively small market. So we think that the flight will take some time and that’s gives us an opportunity to one, reach out to these people and say, hey, we are going to run ATT Systems as a wholly-owned independent company. We want them to continue to do what they are doing. If you guys are comfortable with that, please continue to buy from ATT. If at the end of the day, they decide not to, we believe we can offset that drop in revenue by internal consumption.

Larry Lytton - Second Line Capital

Okay and lastly, you are not looking at any real operating synergies here. It is really just a nice business and adding some growth but there is not a lot of expense savings?

Michael Burger

No, they think we have a lot of expense savings ability. So these guys run a very lean business. As I mentioned to Dennis, I think there is opportunity to learn here. I am excited by this. These guys have done a really good job.

Larry Lytton - Second Line Capital

Okay. Thanks a lot.

Michael Burger

Thanks, Larry. Thanks for your interest.

Operator

(Operator Instructions). Your next question comes from the line of Evan Richert - Sidoti & Company. Please proceed.

Evan Richert - Sidoti & Company

Good morning, guys. Obviously, prior to the deal, you had a pretty nice build up in cash, year-over-year. Just wondering, going forward, with a larger company, how much cash you feel you need as, I guess, a safety margin going forward?

Jeff Killian

Yes, so we have always targeted north of $10 million for a nice safety cushion and that’s includes our domestic and international requirements.

Michael Burger

We are just okay.

Evan Richert - Sidoti & Company

So no real change there.

Jeff Killian

No.

Evan Richert - Sidoti & Company

Okay, and as far as your customers go, do you see any changes in pricings for the thermal systems?

Michael Burger

No, I don’t think so at all. I think, again, these guys have done a really good job of their cost structure. I think it’s a competitive market. There are competitors out there and they are good companies. We still use some of these companies and we plan on still using these companies going forward. So no, I think it's important that they remain competitive. Our intent is that they run the model they are running today and their customer interface should be exactly the same. We have reached out to a couple of their customers, their larger customers and tried to assure them that our interest is to continue the revenue stream through ATT and that we want to support and if we can, if there are areas where we can help ATT, I think there was a question earlier about regional spread, if there are things that we can do to help these guys, I think that’s really our intent. So if you visualize a bolt-on and these guys are off doing their own thing under their brand, and then behind the scenes, internally, where we have opportunity to use ATT internally, we can reduce that margin from that context.

Evan Richert - Sidoti & Company

All right, thanks. That’s it for me.

Michael Burger

Thank you. I appreciate it.

Jeff Killian

Bye, Evan.

Operator

Thank you, and there are no more questions. So I would now like to turn the call back to Michael Burger.

Michael Burger

We really appreciate you joining us in this very early-morning. We are very excited about ATT. We are actually really excited about Q4 and 2014. We really appreciate everybody's interest and don’t hesitate to give us a call if you need more information. Thank you.

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