ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934
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PENNSYLVANIA
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23-1498399
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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23A Serangoon North, Avenue 5, #01-01 K&S Corporate Headquarters, Singapore
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554369
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(Address of principal executive offices)
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(Zip Code)
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(215) 784-6000
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(Registrants telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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None
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Securities registered pursuant to Section 12(g) of the Act:
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COMMON STOCK, WITHOUT PAR VALUE
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(Title of each class)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Page Number
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Part I
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Item 1.
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Business
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Item 1A.
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Risks Related to Our Business and Industry
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Consolidated Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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Part III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV
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Item 15.
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Exhibits and Financial Statement Schedules
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Signatures
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•
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projected growth rates in the overall semiconductor industry, the semiconductor assembly equipment market, and the market for semiconductor packaging materials; and
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projected demand for ball, wedge bonder, advanced packaging and surface mount technology equipment and for expendable tools.
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Fiscal
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|||||||||||||||||||
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2015
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2014
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2013
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(dollar amounts in thousands)
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Net revenues
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% of total net revenue
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Net revenues
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% of total net revenue
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Net revenues
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% of total net revenue
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|||||||||
Equipment
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$
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472,002
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88.0
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%
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$
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503,049
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88.5
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%
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$
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472,567
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88.3
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%
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Expendable Tools
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64,469
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12.0
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%
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65,520
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11.5
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%
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62,371
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11.7
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%
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$
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536,471
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100.0
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%
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$
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568,569
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100.0
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%
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$
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534,938
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100.0
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%
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Business Unit
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Product Name (1)
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Typical Served Market
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Ball bonders
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IConn
PS
PLUS
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Advanced and ultra fine pitch applications
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IConn
PS
PLUS
LA
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Large area substrate and matrix applications
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IConn
PS
PLUS
ELA
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Extended large area substrate and matrix applications
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IConn
PS
ProCu
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High-end copper wire applications demanding advanced process capability and high productivity
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IConn
PS
ProCu
PLUS
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High-end copper wire applications demanding advanced process capability and high productivity
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IConn
PS
ProCu LA
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Large area substrate and matrix applications for copper wire
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IConn
PS
ProCu
PLUS
LA
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Large area substrate and matrix applications for copper wire
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IConn
PS
ProCu
PLUS
ELA
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Extended large area substrate and matrix applications for copper wire
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ConnX
PS
PLUS
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High productivity bonder for low-to-medium pin count applications
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ConnX
PS
LED
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LED applications
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ConnX
PS
LED
PLUS
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LED applications
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ConnX
PS
PLUS
LA
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Cost performance large area substrate and matrix applications
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ConnX
PS
PLUS
ELA
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Cost performance extended large area substrate and matrix applications
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AT Premier
PLUS
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Advanced wafer level bonding application
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Wedge bonders
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3600
PLUS
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Power hybrid and automotive modules using either heavy aluminum wire or PowerRibbon®
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3700
PLUS
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Hybrid and automotive modules using thin aluminum wire
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7200
PLUS
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Power semiconductors using either aluminum wire or PowerRibbon®
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7200HD
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Smaller power packages using either aluminum wire or PowerRibbon®
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PowerFusion
PS
TL
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Power semiconductors using either aluminum wire or PowerRibbon®
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PowerFusion
PS
HL
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Smaller power packages using either aluminum wire or PowerRibbon®
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Asterion
TM
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Power hybrid and automotive modules with extended area using heavy and thin aluminum
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Business Unit
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Product Name (1)
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Typical Served Market
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Advanced Packaging and Surface Mount Technology (SMT)
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APAMA C2S
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Thermo-compression for chip-to-substrate, chip-to-chip and high accuracy flip chip ("HA FC") bonding applications
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APAMA C2W
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Thermo-compression for chip-to-wafer, high accuracy flip chip ("HA FC") and high density fan-out wafer level packaging ("HD FOWLP") bonding applications
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Hybrid Series
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Advanced packages assembly applications requiring high throughput such as flip chip, wafer level packaging ("WLP"), fan-out WLP ("FOWLP"), embedded die, system-in-package ("SiP"), package-on-package ("POP"), and modules
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iX Series
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Advanced Surface Mount Technology ("SMT") applications requiring extremely high output of passive and active components
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iFlex Series
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Advanced SMT applications requiring multi-lane or line balancing solutions for standard or oddform passive and active components
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•
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The IConn
PS
PLUS
: high-performance ball bonders which can be configured for either gold or copper wire.
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The IConn
PS
PLUS
LA: high-performance large area ball bonders which can be configured for either gold or copper wire.
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The IConn
PS
PLUS
ELA: high-performance extended large area ball bonders which can be configured for either gold or copper wire.
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The ConnX
PS
PLUS
: cost-performance ball bonders which can be configured for either gold or copper wire.
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The ConnX
PS
PLUS
LA: cost-performance large area ball bonders which can be configured for either gold or copper wire.
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The ConnX
PS
PLUS
ELA: cost-performance extended large area ball bonders which can be configured for either gold or copper wire.
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The ConnX
PS
LED and ConnX
PS
LED
PLUS
: ball bonders targeted specifically at the fast growing LED market.
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The IConn
PS
ProCu and IConn
PS
ProCu
PLUS
: high-performance copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
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The IConn
PS
ProCu LA and IConn
PS
ProCu
PLUS
LA: high-performance large area copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
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The IConn
PS
ProCu
PLUS
ELA: high-performance extended large area copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
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The AT Premier
PLUS
: ball bonders which utilize a modified wire bonding process to mechanically place bumps on devices, while still in a wafer format for variants of the flip chip assembly process. Typical applications include CMOS image sensors, SAW filters, MEMS and high brightness LEDs. These applications are commonly used in most, if not all, smartphones available today in the market.
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The 3600
PLUS
: high speed, high accuracy wire bonders designed for power modules, automotive packages and other heavy wire multi-chip module applications.
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The 3700
PLUS
: wire bonders designed for hybrid and automotive modules using thin aluminum wire.
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The 7200
PLUS
: dual head wedge bonders designed specifically for power semiconductor applications.
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The 7200HD: heavy wire wedge bonders designed for smaller power packages using either aluminum wire or ribbon.
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The PowerFusion
PS
Semiconductor Wedge Bonders - Configurable in single, dual and multi-head configurations using aluminum wire and PowerRibbon
TM
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◦
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The
PowerFusion
PS
TL: d
esigned for low-cost, high volume power semiconductor applications.
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The
PowerFusion
PS
HL and
PowerFusion
PS
HL
x
: d
esigned for advanced power semiconductor applications.
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•
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The Asterion
TM
: latest generation hybrid wedge bonder. Larger area, higher speed and accuracy wedge bonders for power modules, automotive packages, battery applications and other aluminium wedge interconnect applications.
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Capillaries: expendable tools used in ball bonders. Made of ceramic and other materials, a capillary guides the wire during the ball bonding process. Its features help control the bonding process. We design and build capillaries suitable for a broad range of applications, including for use on our competitors' equipment. In addition to capillaries used for gold wire bonding, we have developed capillaries for use with copper wire to achieve optimal performance in copper wire bonding. In January 2015, we introduced Quantis
TM
QFN Capillary, our latest copper wire bonding capillary designed for QFN (Quad Flat No-lead) application.
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Dicing blades: expendable tools used by semiconductor manufacturers to cut silicon wafers into individual semiconductor die or to cut packaged semiconductor units into individual units.
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Bonding wedges: expendable tools used in heavy wire wedge bonders. Heavy wire wedge tools are used for both wire and ribbon applications.
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Fiscal 2015
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Fiscal 2014
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Fiscal 2013
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1
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Amkor Technology Inc.
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1
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Haoseng Industrial Co., Ltd. **
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1
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Siliconware Precision Industries, Ltd. *
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2
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Haoseng Industrial Co., Ltd. **
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2
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Advance Semiconductor Engineering
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2
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Advance Semiconductor Engineering
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3
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Skyworks Solutions Incorporated
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3
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Amkor Technology Inc.
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3
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STATS ChipPAC Ltd
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4
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ST Microelectronics
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4
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Skyworks Solutions Incorporated
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4
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Haoseng Industrial Co., Ltd. **
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5
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Renesas Semiconductor
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5
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Powertech Technology Inc.
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5
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Amkor Technology Inc.
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6
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First Technology China, Ltd. **
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6
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Orient Semiconductor Electronics, Ltd.
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6
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Rohm Intergrated Systems
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7
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Orient Semiconductor Electronics, Ltd.
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7
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Texas Instruments, Inc.
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7
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Orient Semiconductor Electronics, Ltd.
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8
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Texas Instruments, Inc.
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8
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Greatek Electronics Inc.
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8
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Super Power International Ltd **
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9
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Rohm Integrated Systems
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9
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Super Power International Ltd **
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9
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ST Microelectronics
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10
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Xinye Electronics. Co **
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10
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Freescale Semiconductor, Inc.
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10
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First Technology China, Ltd. **
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As of
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||||||
(in thousands)
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October 3, 2015
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September 27, 2014
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Backlog
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$
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52,500
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$
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79,100
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•
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Ball bonders: ASM Pacific Technology and Shinkawa Ltd.
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Wedge bonders: ASM Pacific Technology, Cho-Onpa, F&K Delvotec, and Hesse Mechatronics
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•
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APAMA bonders: ASM Pacific Technology, BE Semiconductor Industries N.V., Shibaura Mechatronics Corporation, Shinkawa Ltd., and Toray Industries, Inc.
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•
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APMR solutions: ASM Pacific Technology, BE Semiconductor Industries N.V., HANMI Semiconductor, and Shinkawa Ltd.
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•
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SMT solutions: ASM Pacific Technology, Fuji Machine Mfg. Co., Ltd., Panasonic Factory Solutions Co., Ltd., and Yamaha Motor Co., Ltd.
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•
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Capillaries: Adamant Co., Ltd., PECO, and Small Precision Tools, Inc.
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Dicing blades: Disco Corporation and Zhengzhou Hongtuo Superabrasive Products Co. Ltd
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Bonding wedges: Small Precision Tools, Inc.
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market downturns;
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industry inventory level;
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the mix of products we sell because, for example:
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certain lines of equipment within our business segments are more profitable than others; and
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some sales arrangements have higher gross margins than others;
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cancelled or deferred orders;
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seasonality;
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competitive pricing pressures may force us to reduce prices;
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higher than anticipated costs of development or production of new equipment models;
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the availability and cost of the components for our products;
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delays in the development and manufacture of our new products and upgraded versions of our products and market acceptance of these products when introduced;
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customers' delay in purchasing our products due to anticipation that we or our competitors may introduce new or upgraded products; and
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our competitors' introduction of new products.
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timing and extent of our research and development efforts;
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severance, restructuring, and other costs of relocating facilities;
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inventory write-offs due to obsolescence; and
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an increase in the cost of labor or materials.
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risks of war and civil disturbances or other events that may limit or disrupt manufacturing and markets;
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seizure of our foreign assets, including cash;
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longer payment cycles in foreign markets;
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foreign exchange restrictions and capital controls;
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restrictions on the repatriation of our assets, including cash;
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significant foreign and U.S. taxes on repatriated cash;
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difficulties of staffing and managing dispersed international operations;
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possible disagreements with tax authorities;
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episodic events outside our control such as, for example, outbreaks of influenza or other illnesses;
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natural disasters such as earthquakes, fires or floods;
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tariff and currency fluctuations;
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changing political conditions;
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labor work stoppages and strikes in our factories or the factories of our suppliers;
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foreign governments' monetary policies and regulatory requirements;
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less protective foreign intellectual property laws;
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new laws and regulations, such as Trans-Pacific Partnership Agreement (TPP); and
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legal systems which are less developed and may be less predictable than those in the U.S.
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writing off the value of inventory;
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disposing of products that cannot be fixed;
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retrofitting products that have been shipped;
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providing product replacements or modifications; and
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defending against litigation.
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decreased control over the manufacturing process for components and subassemblies;
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changes in our manufacturing processes in response to changes in the market, which may delay our shipments;
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our inadvertent use of defective or contaminated raw materials;
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the relatively small operations and limited manufacturing resources of some of our suppliers, which may limit their ability to manufacture and sell subassemblies, components or parts in the volumes we require and at acceptable quality levels and prices;
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the inability of suppliers to meet customer demand requirements during volatile cycles;
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reliability or quality issues with certain key subassemblies provided by single source suppliers as to which we may not have any short term alternative;
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shortages caused by disruptions at our suppliers and subcontractors for a variety of reasons, including work stoppage or fire, earthquake, flooding or other natural disasters;
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delays in the delivery of raw materials or subassemblies, which, in turn, may delay shipments to our customers;
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loss of suppliers as a result of consolidation of suppliers in the industry; and
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loss of suppliers because of their bankruptcy or insolvency.
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employees, subcontractors, vendors, consultants and customers may violate their contractual agreements, and the cost of enforcing those agreements may be prohibitive, or those agreements may be unenforceable or more limited than we anticipate;
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foreign intellectual property laws may not adequately protect our intellectual property rights; and
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our patent and copyright claims may not be sufficiently broad to effectively protect our technology; our patents or copyrights may be challenged, invalidated or circumvented; or we may otherwise be unable to obtain adequate protection for our technology.
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unanticipated issues in coordinating information, communication and other systems;
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unexpected loss of key employees;
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distraction of management attention from our other businesses;
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failure to retain key customers;
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the need to modify operating and accounting controls and procedures; and
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foreign currency fluctuation that could negatively impact our financial results and cash flows.
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Assembléon’s businesses are largely dependent on the health of the industries in which it participates. These industries may be impacted by market and regulatory factors, and there can be no assurance that we will realize the potential growth opportunities from these industries.
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The goodwill established in connection with our acquisition of Assembléon represents the estimated future economic benefits arising from the assets we have acquired that did not qualify to be identified and recognized individually. The goodwill also includes the value of expected future cash flows of Assembléon, expected synergies with our other affiliates and other unidentifiable intangible assets. Goodwill is deemed to have an indefinite useful life and is subject to review for impairment annually, or more frequently, whenever circumstances indicate potential impairment. The value of goodwill is supported by revenue, which is driven primarily by transaction volume. Intangible assets other than goodwill primarily consist of developed technology, customer relationships and trade and brand name.
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The calculation of the estimated fair value of goodwill and other intangibles requires the use of significant estimates and assumptions that are highly subjective in nature, such as attrition rates, discount rates, future expected cash flows and market conditions. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. If actual results differ from our assumptions, we may not realize the full value of our intangible assets and goodwill.
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classify our board of directors into four classes, with one class being elected each year;
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permit our board to issue “blank check” preferred shares without shareholder approval; and
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prohibit us from engaging in some types of business combinations with a holder of 20% or more of our voting securities without super-majority board or shareholder approval.
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Facility (1)
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Approximate Size
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Function
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Business Segment and Products Manufactured
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Lease Expiration Date
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Singapore
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198,000 sq. ft.
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Corporate headquarters, manufacturing, technology, sales and service center
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Equipment: ball and wedge bonders, advanced packaging
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November 2043 (2)
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Suzhou, China
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155,000 sq. ft.
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Manufacturing, technology and shared support services center
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Expendable Tools: capillaries, dicing blades and bonding wedges
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Owned
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Veldhoven, Netherlands
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126,000 sq. ft.
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Manufacturing, technology, sales and service center
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Equipment: Advanced Packaging and Surface Mount Technology (SMT)
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October 2015 (3)
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Fort Washington, Pennsylvania
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88,000 sq. ft.
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Technology, sales and service center
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Not applicable
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September 2033 (4)
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Santa Ana, California
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65,000 sq. ft.
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Technology, sales and service center
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Not applicable
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August 2036 (5)
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Yokneam, Israel
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21,000 sq. ft.
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Manufacturing and technology center
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Expendable Tools: capillary blanks (semi-finish)
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January 2018 (6)
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(1)
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Each of the facilities listed in this table is leased other than the facility in Suzhou, China.
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(2)
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Includes lease extension periods at the Company's option. Initial lease expires in November 2023.
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(3)
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Company relocated from this property to Eindhoven, Netherlands from current location in October 2015. The new lease will expire in September 2020.
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(4)
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Includes lease extension periods at the Company's option. Initial lease expires in September 2023.
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(5)
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Includes lease extension periods at the Company's option. Initial lease expires in August 2026.
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(6)
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Includes lease extension periods at the Company's option. Initial lease expired in January 2015.
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Item 3.
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LEGAL PROCEEDINGS
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Item 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
Fiscal 2015
|
|
Fiscal 2014
|
||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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14.84
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|
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$
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12.14
|
|
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$
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13.70
|
|
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$
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11.19
|
|
Second Quarter
|
$
|
16.54
|
|
|
$
|
13.81
|
|
|
$
|
13.30
|
|
|
$
|
10.73
|
|
Third Quarter
|
$
|
16.08
|
|
|
$
|
12.16
|
|
|
$
|
15.10
|
|
|
$
|
11.74
|
|
Fourth Quarter
|
$
|
12.13
|
|
|
$
|
8.80
|
|
|
$
|
15.23
|
|
|
$
|
13.44
|
|
Periods
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares That May Yet Be Purchase Under the Plans or Programs (1)
|
|||||
26 July, 2015 to 29 August, 2015
|
220
|
|
|
10.29
|
|
|
220
|
|
|
$
|
36.50
|
|
30 August, 2015 to 3 October, 2015
|
1,609
|
|
|
9.28
|
|
|
1,609
|
|
|
$
|
21.50
|
|
Total
|
1,829
|
|
|
|
|
1,829
|
|
|
|
(1)
|
On
August 14, 2014
, the Company’s Board of Directors authorized a program (the "Program") to repurchase up to $100 million of the Company’s common stock on or before
August 14, 2017
. The Company has entered into a written trading plan under Rule 10b5-1 of the Exchange Act to facilitate repurchases under the Program. The Program may be suspended or discontinued at any time and will be funded using the Company's available cash. Under the Program, shares may be repurchased through open market and/or privately negotiated transactions at prices deemed appropriate by management. The timing and amount of repurchase transactions under the program will depend on market conditions as well as corporate and regulatory considerations. The
$21.5
million represents the remaining amount available to repurchase shares under the Program.
|
|
Fiscal
|
||||||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenue
|
536,471
|
|
|
568,569
|
|
|
534,938
|
|
|
791,023
|
|
|
830,401
|
|
|||||||
Income from operations
|
37,251
|
|
|
76,984
|
|
|
65,806
|
|
|
179,226
|
|
|
170,060
|
|
|||||||
Interest income (expense), net
|
454
|
|
|
149
|
|
|
862
|
|
|
(4,975
|
)
|
|
(7,632
|
)
|
|||||||
Income from continuing operations before income tax
|
37,705
|
|
|
77,133
|
|
|
66,668
|
|
|
174,251
|
|
|
162,428
|
|
|||||||
(Benefit) Provision for income taxes from continuing operations (1)
|
(12,934
|
)
|
|
14,145
|
|
|
7,310
|
|
|
13,671
|
|
|
34,818
|
|
|||||||
Net income
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
$
|
160,580
|
|
|
$
|
127,610
|
|
(1)
|
The following are the most significant factors that affected our provision for income taxes: implementation of our international restructuring plan which was approved in fiscal 2011; volatility in our earnings each fiscal year and variation in earnings among various tax jurisdictions in which we operate; changes in assumptions regarding repatriation of earnings; changes in tax legislation; and our provision for various tax exposure items.
|
|
|
Fiscal
|
||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share: (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
|
$
|
0.79
|
|
|
$
|
2.17
|
|
|
$
|
1.77
|
|
Diluted
|
|
$
|
0.67
|
|
|
$
|
0.81
|
|
|
$
|
0.78
|
|
|
$
|
2.13
|
|
|
$
|
1.73
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding: (1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
75,414
|
|
|
76,396
|
|
|
75,132
|
|
|
73,887
|
|
|
71,820
|
|
|||||
Diluted
|
|
75,659
|
|
|
77,292
|
|
|
76,190
|
|
|
75,502
|
|
|
73,341
|
|
|
Fiscal
|
||||||||||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, investments and restricted cash
|
$
|
498,614
|
|
|
$
|
597,086
|
|
|
$
|
525,040
|
|
|
$
|
440,244
|
|
|
$
|
384,522
|
|
Working capital excluding discontinued operations
|
633,435
|
|
|
756,340
|
|
|
676,986
|
|
|
589,947
|
|
|
405,659
|
|
|||||
Total assets excluding discontinued operations
|
904,466
|
|
|
944,448
|
|
|
862,994
|
|
|
815,609
|
|
|
728,391
|
|
|||||
Long-term debt and current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105,224
|
|
|||||
Long-term and current portion of financing obligation
|
17,003
|
|
|
19,616
|
|
|
19,396
|
|
|
—
|
|
|
—
|
|
|||||
Shareholders' equity
|
771,891
|
|
|
789,242
|
|
|
716,665
|
|
|
643,667
|
|
|
469,877
|
|
•
|
projected growth rates in the overall semiconductor industry, the semiconductor assembly equipment market, and the market for semiconductor packaging materials; and
|
•
|
projected demand for ball, wedge bonder, advanced packaging and surface mount technology equipment and for expendable tools.
|
|
|
Fiscal
|
|||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
(dollar amounts in thousands)
|
|
Net revenues
|
|
% of total net revenue
|
|
Net revenues
|
|
% of total net revenue
|
|
Net revenues
|
|
% of total net revenue
|
|||||||||
Equipment
|
|
$
|
472,002
|
|
|
88.0
|
%
|
|
$
|
503,049
|
|
|
88.5
|
%
|
|
$
|
472,567
|
|
|
88.3
|
%
|
Expendable Tools
|
|
64,469
|
|
|
12.0
|
%
|
|
65,520
|
|
|
11.5
|
%
|
|
62,371
|
|
|
11.7
|
%
|
|||
|
|
$
|
536,471
|
|
|
100.0
|
%
|
|
$
|
568,569
|
|
|
100.0
|
%
|
|
$
|
534,938
|
|
|
100.0
|
%
|
Business Unit
|
|
Product Name (1)
|
|
Typical Served Market
|
|
|
|
|
|
Ball bonders
|
|
IConn
PS
PLUS
|
|
Advanced and ultra fine pitch applications
|
|
|
|
|
|
|
|
IConn
PS
PLUS
LA
|
|
Large area substrate and matrix applications
|
|
|
|
|
|
|
|
IConn
PS
PLUS
ELA
|
|
Extended large area substrate and matrix applications
|
|
|
|
|
|
|
|
IConn
PS
ProCu
|
|
High-end copper wire applications demanding advanced process capability and high productivity
|
|
|
|
|
|
|
|
IConn
PS
ProCu
PLUS
|
|
High-end copper wire applications demanding advanced process capability and high productivity
|
|
|
|
|
|
|
|
IConn
PS
ProCu LA
|
|
Large area substrate and matrix applications for copper wire
|
|
|
|
|
|
|
|
IConn
PS
ProCu
PLUS
LA
|
|
Large area substrate and matrix applications for copper wire
|
|
|
|
|
|
|
|
IConn
PS
ProCu
PLUS
ELA
|
|
Extended large area substrate and matrix applications for copper wire
|
|
|
|
|
|
|
|
ConnX
PS
PLUS
|
|
High productivity bonder for low-to-medium pin count applications
|
|
|
|
|
|
|
|
ConnX
PS
LED
|
|
LED applications
|
|
|
|
|
|
|
|
ConnX
PS
LED
PLUS
|
|
LED applications
|
|
|
|
|
|
|
|
ConnX
PS
PLUS
LA
|
|
Cost performance large area substrate and matrix applications
|
|
|
|
|
|
|
|
ConnX
PS
PLUS
ELA
|
|
Cost performance extended large area substrate and matrix applications
|
|
|
|
|
|
|
|
AT Premier
PLUS
|
|
Advanced wafer level bonding application
|
|
|
|
|
|
Wedge bonders
|
|
3600
PLUS
|
|
Power hybrid and automotive modules using either heavy aluminum wire or PowerRibbon®
|
|
|
|
|
|
|
|
3700
PLUS
|
|
Hybrid and automotive modules using thin aluminum wire
|
|
|
|
|
|
|
|
7200
PLUS
|
|
Power semiconductors using either aluminum wire or PowerRibbon®
|
|
|
|
|
|
|
|
7200HD
|
|
Smaller power packages using either aluminum wire or PowerRibbon®
|
|
|
|
|
|
|
|
PowerFusion
PS
TL
|
|
Power semiconductors using either aluminum wire or PowerRibbon®
|
|
|
|
|
|
|
|
PowerFusion
PS
HL
|
|
Smaller power packages using either aluminum wire or PowerRibbon®
|
|
|
|
|
|
|
|
Asterion
TM
|
|
Power hybrid and automotive modules with extended area using heavy and thin aluminum
|
Business Unit
|
|
Product Name (1)
|
|
Typical Served Market
|
|
|
|
|
|
Advanced Packaging and Surface Mount Technology (SMT)
|
|
APAMA C2S
|
|
Thermo-compression for chip-to-substrate, chip-to-chip and high accuracy flip chip ("HA FC") bonding applications
|
|
|
|
|
|
|
|
APAMA C2W
|
|
Thermo-compression for chip-to-wafer, high accuracy flip chip ("HA FC") and high density fan-out wafer level packaging ("HD FOWLP") bonding applications
|
|
|
|
|
|
|
|
Hybrid Series
|
|
Advanced packages assembly applications requiring high throughput such as flip chip, wafer level packaging ("WLP"), fan-out WLP ("FOWLP"), embedded die, system-in-package ("SiP"), package-on-package ("POP"), and modules
|
|
|
|
|
|
|
|
iX Series
|
|
Advanced Surface Mount Technology ("SMT") applications requiring extremely high output of passive and active components
|
|
|
|
|
|
|
|
iFlex Series
|
|
Advanced SMT applications requiring multi-lane or line balancing solutions for standard or oddform passive and active components
|
•
|
The IConn
PS
PLUS
: high-performance ball bonders which can be configured for either gold or copper wire.
|
•
|
The IConn
PS
PLUS
LA: high-performance large area ball bonders which can be configured for either gold or copper wire.
|
•
|
The IConn
PS
PLUS
ELA: high-performance extended large area ball bonders which can be configured for either gold or copper wire.
|
•
|
The ConnX
PS
PLUS
: cost-performance ball bonders which can be configured for either gold or copper wire.
|
•
|
The ConnX
PS
PLUS
LA: cost-performance large area ball bonders which can be configured for either gold or copper wire.
|
•
|
The ConnX
PS
PLUS
ELA: cost-performance extended large area ball bonders which can be configured for either gold or copper wire.
|
•
|
The ConnX
PS
LED and ConnX
PS
LED
PLUS
: ball bonders targeted specifically at the fast growing LED market.
|
•
|
The IConn
PS
ProCu and IConn
PS
ProCu
PLUS
: high-performance copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
|
•
|
The IConn
PS
ProCu LA and IConn
PS
ProCu
PLUS
LA: high-performance large area copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
|
•
|
The IConn
PS
ProCu
PLUS
ELA: high-performance extended large area copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
|
•
|
The AT Premier
PLUS
: ball bonders which utilize a modified wire bonding process to mechanically place bumps on devices, while still in a wafer format for variants of the flip chip assembly process. Typical applications include CMOS image sensors, SAW filters, MEMS and high brightness LEDs. These applications are commonly used in most, if not all, smartphones available today in the market.
|
•
|
The 3600
PLUS
: high speed, high accuracy wire bonders designed for power modules, automotive packages and other heavy wire multi-chip module applications.
|
•
|
The 3700
PLUS
: wire bonders designed for hybrid and automotive modules using thin aluminum wire.
|
•
|
The 7200
PLUS
: dual head wedge bonders designed specifically for power semiconductor applications.
|
•
|
The 7200HD: heavy wire wedge bonders designed for smaller power packages using either aluminum wire or ribbon.
|
•
|
The PowerFusion
PS
Semiconductor Wedge Bonders - Configurable in single, dual and multi-head configurations using aluminum wire and PowerRibbon
TM
:
|
◦
|
The
PowerFusion
PS
TL: d
esigned for low-cost, high volume power semiconductor applications.
|
◦
|
The
PowerFusion
PS
HL and
PowerFusion
PS
HL
x
: d
esigned for advanced power semiconductor applications.
|
•
|
The Asterion
TM
: latest generation hybrid wedge bonder. Larger area, higher speed and accuracy wedge bonders for power modules, automotive packages, battery applications and other aluminium wedge interconnect applications.
|
•
|
Capillaries: expendable tools used in ball bonders. Made of ceramic and other materials, a capillary guides the wire during the ball bonding process. Its features help control the bonding process. We design and build capillaries suitable for a broad range of applications, including for use on our competitors' equipment. In addition to capillaries used for gold wire bonding, we have developed capillaries for use with copper wire to achieve optimal performance in copper wire bonding. In January 2015, we introduced Quantis
TM
QFN Capillary, our latest copper wire bonding capillary designed for QFN (Quad Flat No-lead) application.
|
•
|
Dicing blades: expendable tools used by semiconductor manufacturers to cut silicon wafers into individual semiconductor die or to cut packaged semiconductor units into individual units.
|
•
|
Bonding wedges: expendable tools used in heavy wire wedge bonders. Heavy wire wedge tools are used for both wire and ribbon applications.
|
•
|
Right of Return
: A large portion of our revenue comes from the sale of machines used in the semiconductor assembly process. Other product sales relate to consumable products, which are sold in high-volume quantities, and are generally maintained at low stock levels at our customer's facility. Customer returns have historically represented a very small percentage of customer sales on an annual basis.
|
•
|
Warranties
: Our equipment is generally shipped with a one-year warranty against manufacturing defects. We establish reserves for estimated warranty expense when revenue for the related equipment is recognized. The reserve for estimated warranty expense is based upon historical experience and management's estimate of future expenses.
|
•
|
Conditions of Acceptance:
Sales of our consumable products generally do not have customer acceptance terms. In certain cases, sales of our equipment have customer acceptance clauses which may require the equipment to perform in accordance with customer specifications or when installed at the customer's facility. In such cases, if the terms of acceptance are satisfied at our facility prior to shipment, the revenue for the equipment will be recognized upon shipment. If the terms of acceptance are satisfied at our customers' facilities, the revenue for the equipment will not be recognized until acceptance, which typically consists of installation and testing, is received from the customer.
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue
|
|
$
|
536,471
|
|
|
$
|
568,569
|
|
|
$
|
(32,098
|
)
|
|
(5.6
|
)%
|
Cost of sales
|
|
277,379
|
|
|
295,015
|
|
|
(17,636
|
)
|
|
(6.0
|
)%
|
|||
Gross profit
|
|
259,092
|
|
|
273,554
|
|
|
(14,462
|
)
|
|
(5.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
|
131,808
|
|
|
113,514
|
|
|
18,294
|
|
|
16.1
|
%
|
|||
Research and development
|
|
90,033
|
|
|
83,056
|
|
|
6,977
|
|
|
8.4
|
%
|
|||
Operating expenses
|
|
221,841
|
|
|
196,570
|
|
|
25,271
|
|
|
12.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
37,251
|
|
|
$
|
76,984
|
|
|
$
|
(39,733
|
)
|
|
(51.6
|
)%
|
|
Fiscal
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Bookings
|
$
|
491,427
|
|
|
$
|
595,565
|
|
|
|
|
|
||||
|
As of
|
||||||
(in thousands)
|
October 3, 2015
|
|
|
September 27, 2014
|
|
||
Backlog
|
$
|
52,500
|
|
|
$
|
79,100
|
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
472,002
|
|
|
$
|
503,049
|
|
|
$
|
(31,047
|
)
|
|
(6.2
|
)%
|
Expendable Tools
|
|
64,469
|
|
|
65,520
|
|
|
(1,051
|
)
|
|
(1.6
|
)%
|
|||
Total net revenue
|
|
$
|
536,471
|
|
|
$
|
568,569
|
|
|
$
|
(32,098
|
)
|
|
(5.6
|
)%
|
|
|
Fiscal 2015 vs. 2014
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Equipment
|
|
$
|
2,341
|
|
|
$
|
(33,388
|
)
|
|
$
|
(31,047
|
)
|
|
|
Fiscal 2015 vs. 2014
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Expendable Tools
|
|
$
|
(538
|
)
|
|
$
|
(513
|
)
|
|
$
|
(1,051
|
)
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
221,961
|
|
|
$
|
234,115
|
|
|
$
|
(12,154
|
)
|
|
(5.2
|
)%
|
Expendable Tools
|
|
37,131
|
|
|
39,439
|
|
|
(2,308
|
)
|
|
(5.9
|
)%
|
|||
Total gross profit
|
|
$
|
259,092
|
|
|
$
|
273,554
|
|
|
$
|
(14,462
|
)
|
|
(5.3
|
)%
|
|
|
Fiscal
|
|
Basis Point
|
|||||
|
|
2015
|
|
2014
|
|
Change
|
|||
Equipment
|
|
47.0
|
%
|
|
46.5
|
%
|
|
50
|
|
Expendable Tools
|
|
57.6
|
%
|
|
60.2
|
%
|
|
(260
|
)
|
Total gross margin
|
|
48.3
|
%
|
|
48.1
|
%
|
|
20
|
|
|
|
Fiscal 2015 vs. 2014
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Equipment
|
|
$
|
2,341
|
|
|
$
|
(1,825
|
)
|
|
$
|
(12,670
|
)
|
|
$
|
(12,154
|
)
|
|
|
Fiscal 2015 vs. 2014
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Expendable Tools
|
|
$
|
(538
|
)
|
|
$
|
(682
|
)
|
|
$
|
(1,088
|
)
|
|
$
|
(2,308
|
)
|
|
|
Fiscal
|
|
Basis point
|
||||
|
|
2015
|
|
2014
|
|
change
|
||
Selling, general & administrative
|
|
24.6
|
%
|
|
20.0
|
%
|
|
460
|
Research & development
|
|
16.8
|
%
|
|
14.6
|
%
|
|
220
|
Total
|
|
41.4
|
%
|
|
34.6
|
%
|
|
680
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Interest income
|
|
$
|
1,637
|
|
|
$
|
1,197
|
|
|
$
|
440
|
|
|
36.8
|
%
|
Interest expense
|
|
$
|
(1,183
|
)
|
|
$
|
(1,048
|
)
|
|
$
|
(135
|
)
|
|
12.9
|
%
|
|
|
Fiscal
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Income from operations before income taxes
|
|
$
|
37,705
|
|
|
$
|
77,133
|
|
Provision for income taxes
|
|
(12,934
|
)
|
|
14,145
|
|
||
Net income
|
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
|
|
|
|
||||
Effective tax rate
|
|
(34.3
|
)%
|
|
18.3
|
%
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue
|
|
$
|
568,569
|
|
|
$
|
534,938
|
|
|
$
|
33,631
|
|
|
6.3
|
%
|
Cost of sales
|
|
295,015
|
|
|
287,993
|
|
|
7,022
|
|
|
2.4
|
%
|
|||
Gross profit
|
|
273,554
|
|
|
246,945
|
|
|
26,609
|
|
|
10.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
|
113,514
|
|
|
119,519
|
|
|
(6,005
|
)
|
|
(5.0
|
)%
|
|||
Research and development
|
|
83,056
|
|
|
61,620
|
|
|
21,436
|
|
|
34.8
|
%
|
|||
Operating expenses
|
|
196,570
|
|
|
181,139
|
|
|
15,431
|
|
|
8.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Income from operations
|
|
$
|
76,984
|
|
|
$
|
65,806
|
|
|
$
|
11,178
|
|
|
17.0
|
%
|
|
Fiscal
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Bookings
|
$
|
595,565
|
|
|
$
|
497,335
|
|
|
|
|
|
||||
|
As of
|
||||||
(in thousands)
|
September 27, 2014
|
|
|
September 28, 2013
|
|
||
Backlog
|
$
|
79,100
|
|
|
$
|
52,100
|
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
503,049
|
|
|
472,567
|
|
|
$
|
30,482
|
|
|
6.5
|
%
|
|
Expendable Tools
|
|
65,520
|
|
|
62,371
|
|
|
3,149
|
|
|
5.0
|
%
|
|||
Total net revenue
|
|
$
|
568,569
|
|
|
$
|
534,938
|
|
|
$
|
33,631
|
|
|
6.3
|
%
|
|
|
Fiscal 2014 vs. 2013
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Equipment
|
|
$
|
9,224
|
|
|
$
|
21,258
|
|
|
$
|
30,482
|
|
|
|
Fiscal 2014 vs. 2013
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Expendable Tools
|
|
$
|
(1,017
|
)
|
|
$
|
4,166
|
|
|
$
|
3,149
|
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
234,115
|
|
|
$
|
211,297
|
|
|
$
|
22,818
|
|
|
10.8
|
%
|
Expendable Tools
|
|
39,439
|
|
|
35,648
|
|
|
3,791
|
|
|
10.6
|
%
|
|||
Total gross profit
|
|
$
|
273,554
|
|
|
$
|
246,945
|
|
|
$
|
26,609
|
|
|
10.8
|
%
|
|
|
Fiscal
|
|
Basis Point
|
||||
|
|
2014
|
|
2013
|
|
Change
|
||
Equipment
|
|
46.5
|
%
|
|
44.7
|
%
|
|
180
|
Expendable Tools
|
|
60.2
|
%
|
|
57.2
|
%
|
|
300
|
Total gross margin
|
|
48.1
|
%
|
|
46.2
|
%
|
|
190
|
|
|
Fiscal 2014 vs. 2013
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Equipment
|
|
$
|
9,224
|
|
|
$
|
(5,062
|
)
|
|
$
|
18,656
|
|
|
$
|
22,818
|
|
|
|
Fiscal 2014 vs. 2013
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Expendable Tools
|
|
$
|
(1,017
|
)
|
|
$
|
2,333
|
|
|
$
|
2,475
|
|
|
$
|
3,791
|
|
|
|
Fiscal
|
|
Basis point
|
|||||
|
|
2014
|
|
2013
|
|
change
|
|||
Selling, general & administrative
|
|
20.0
|
%
|
|
22.3
|
%
|
|
(230
|
)
|
Research & development
|
|
14.6
|
%
|
|
11.5
|
%
|
|
310
|
|
Total
|
|
34.6
|
%
|
|
33.8
|
%
|
|
80
|
|
|
|
Fiscal
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Interest income
|
|
$
|
1,197
|
|
|
$
|
883
|
|
|
$
|
314
|
|
|
35.6
|
%
|
Interest expense: cash
|
|
$
|
(1,048
|
)
|
|
$
|
(21
|
)
|
|
$
|
(1,027
|
)
|
|
100.0
|
%
|
|
|
Fiscal
|
||||||
(in thousands)
|
|
2014
|
|
2013
|
||||
Income from operations before income taxes
|
|
$
|
77,133
|
|
|
$
|
66,668
|
|
Provision for income taxes
|
|
14,145
|
|
|
7,310
|
|
||
Net income
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
|
|
|
|
||||
Effective tax rate
|
|
18.3
|
%
|
|
11.0
|
%
|
|
|
As of
|
|
|
||||||||
(dollar amounts in thousands)
|
|
October 3, 2015
|
|
September 27, 2014
|
|
Change
|
||||||
Cash and cash equivalents
|
|
$
|
498,614
|
|
|
$
|
587,981
|
|
|
$
|
(89,367
|
)
|
Percentage of total assets
|
|
55.1
|
%
|
|
62.3
|
%
|
|
|
|
|
|
Fiscal
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Net cash provided by operating activities
|
|
$
|
87,875
|
|
|
$
|
82,460
|
|
Net cash used in investing activities
|
|
(94,109
|
)
|
|
(15,974
|
)
|
||
Net cash used in financing activities
|
|
(84,459
|
)
|
|
(164
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,326
|
|
|
(129
|
)
|
||
Changes in cash and cash equivalents
|
|
(89,367
|
)
|
|
66,193
|
|
||
Cash and cash equivalents, beginning of period
|
|
587,981
|
|
|
521,788
|
|
||
Cash and cash equivalents, end of period
|
|
498,614
|
|
|
587,981
|
|
||
Short-term investments
|
|
—
|
|
|
9,105
|
|
||
Total cash and investments
|
|
$
|
498,614
|
|
|
$
|
597,086
|
|
|
|
|
|
Payments due by fiscal period
|
||||||||||||||||
(in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5 years
|
||||||||||
Current and long-term liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pension plan obligations
|
|
$
|
1,914
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,914
|
|
Severance (1)
|
|
2,575
|
|
|
—
|
|
|
750
|
|
|
—
|
|
|
1,825
|
|
|||||
Operating lease retirement obligations
|
|
1,496
|
|
|
74
|
|
|
287
|
|
|
—
|
|
|
1,135
|
|
|||||
Long-term income taxes payable
|
|
3,388
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,388
|
|
|||||
Total Obligations and Contingent Payments reflected on the Consolidated Financial Statements
|
|
$
|
9,373
|
|
|
$
|
74
|
|
|
$
|
1,037
|
|
|
$
|
—
|
|
|
$
|
8,262
|
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventory purchase obligations (2)
|
|
$
|
80,600
|
|
|
80,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Operating lease obligations (3)
|
|
30,195
|
|
|
4,874
|
|
|
7,678
|
|
|
5,908
|
|
|
11,735
|
|
|||||
Total Obligations and Contingent Payments not reflected on the Consolidated Financial Statements
|
|
$
|
110,795
|
|
|
$
|
85,474
|
|
|
$
|
7,678
|
|
|
$
|
5,908
|
|
|
$
|
11,735
|
|
(1)
|
In accordance with regulations in some of our foreign subsidiaries, we are required to provide for severance obligations that are payable when an employee leaves the Company.
|
(2)
|
We order inventory components in the normal course of our business. A portion of these orders are non-cancelable and a portion may have varying penalties and charges in the event of cancellation.
|
(3)
|
We have minimum rental commitments under various leases (excluding taxes, insurance, maintenance and repairs, which are also paid by us) primarily for various facility and equipment leases, which expire periodically through 2026 (not including lease extension options, if applicable).
|
|
|
As of
|
||||||
|
|
October 3, 2015
|
|
|
September 27, 2014
|
|||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
498,614
|
|
|
$
|
587,981
|
|
Short-term investments
|
|
—
|
|
|
9,105
|
|
||
Accounts and notes receivable, net of allowance for doubtful accounts of $621 and $143, respectively
|
|
108,596
|
|
|
171,530
|
|
||
Inventories, net
|
|
79,096
|
|
|
49,694
|
|
||
Prepaid expenses and other current assets
|
|
16,937
|
|
|
15,090
|
|
||
Deferred income taxes
|
|
4,126
|
|
|
4,291
|
|
||
Total current assets
|
|
707,369
|
|
|
837,691
|
|
||
|
|
|
|
|
|
|||
Property, plant and equipment, net
|
|
53,234
|
|
|
52,755
|
|
||
Goodwill
|
|
81,272
|
|
|
41,546
|
|
||
Intangible assets, net
|
|
57,471
|
|
|
5,891
|
|
||
Other assets
|
|
5,120
|
|
|
6,565
|
|
||
TOTAL ASSETS
|
|
$
|
904,466
|
|
|
$
|
944,448
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
25,521
|
|
|
$
|
35,132
|
|
Accrued expenses and other current liabilities
|
|
45,971
|
|
|
43,731
|
|
||
Income taxes payable
|
|
2,442
|
|
|
2,488
|
|
||
Total current liabilities
|
|
73,934
|
|
|
81,351
|
|
||
|
|
|
|
|
||||
Financing obligation
|
|
16,483
|
|
|
19,102
|
|
||
Deferred income taxes
|
|
31,316
|
|
|
44,963
|
|
||
Other liabilities
|
|
10,842
|
|
|
9,790
|
|
||
TOTAL LIABILITIES
|
|
$
|
132,575
|
|
|
$
|
155,206
|
|
|
|
|
|
|
||||
Commitments and contingent liabilities (Note 15)
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
||
Preferred stock, without par value:
|
|
|
|
|
|
|
||
Authorized 5,000 shares; issued - none
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock, no par value:
|
|
|
|
|
|
|
||
Authorized 200,000 shares; issued 82,643 and 81,624 respectively; outstanding 71,240 and 76,626 shares, respectively
|
|
492,339
|
|
|
479,116
|
|
||
Treasury stock, at cost, 11,403 and 4,998 shares, respectively
|
|
(124,856
|
)
|
|
(46,984
|
)
|
||
Retained earnings
|
|
405,505
|
|
|
354,866
|
|
||
Accumulated other comprehensive (loss) income
|
|
(1,097
|
)
|
|
2,244
|
|
||
TOTAL SHAREHOLDERS' EQUITY
|
|
$
|
771,891
|
|
|
$
|
789,242
|
|
|
|
|
|
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
904,466
|
|
|
$
|
944,448
|
|
|
|
Fiscal
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue
|
|
$
|
536,471
|
|
|
$
|
568,569
|
|
|
$
|
534,938
|
|
Cost of sales
|
|
277,379
|
|
|
295,015
|
|
|
287,993
|
|
|||
Gross profit
|
|
259,092
|
|
|
273,554
|
|
|
246,945
|
|
|||
Selling, general and administrative
|
|
131,808
|
|
|
113,514
|
|
|
119,519
|
|
|||
Research and development
|
|
90,033
|
|
|
83,056
|
|
|
61,620
|
|
|||
Operating expenses
|
|
221,841
|
|
|
196,570
|
|
|
181,139
|
|
|||
Income from operations
|
|
37,251
|
|
|
76,984
|
|
|
65,806
|
|
|||
Interest income
|
|
1,637
|
|
|
1,197
|
|
|
883
|
|
|||
Interest expense
|
|
(1,183
|
)
|
|
(1,048
|
)
|
|
(21
|
)
|
|||
Income from operations before income taxes
|
|
37,705
|
|
|
77,133
|
|
|
66,668
|
|
|||
Income tax (benefit)/ expense
|
|
(12,934
|
)
|
|
14,145
|
|
|
7,310
|
|
|||
Net income
|
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
|
|
|
|
|
|
||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
|
$
|
0.79
|
|
Diluted
|
|
$
|
0.67
|
|
|
$
|
0.81
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
75,414
|
|
|
76,396
|
|
|
75,132
|
|
|||
Diluted
|
|
75,659
|
|
|
77,292
|
|
|
76,190
|
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(3,360
|
)
|
|
(983
|
)
|
|
1,186
|
|
|||
Unrecognized actuarial loss/ (gain), Switzerland pension plan, net of tax
|
19
|
|
|
(391
|
)
|
|
51
|
|
|||
Total other comprehensive (loss)/ income
|
(3,341
|
)
|
|
(1,374
|
)
|
|
1,237
|
|
|||
Comprehensive income
|
$
|
47,298
|
|
|
$
|
61,614
|
|
|
$
|
60,595
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Retained earnings
|
|
Accumulated Other Comprehensive Income
|
|
Shareholders' Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
Balances as of September 29, 2012
|
74,145
|
|
|
$
|
455,122
|
|
|
$
|
(46,356
|
)
|
|
$
|
232,520
|
|
|
$
|
2,381
|
|
|
$
|
643,667
|
|
Issuance of stock for services rendered
|
74
|
|
|
840
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
840
|
|
|||||
Exercise of stock options
|
101
|
|
|
908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
908
|
|
|||||
Issuance of shares for market-based restricted stock and time-based restricted stock
|
963
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from stock based compensation
|
—
|
|
|
825
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|||||
Equity-based compensation expense
|
—
|
|
|
9,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,830
|
|
|||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,358
|
|
|
—
|
|
|
59,358
|
|
|||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,186
|
|
|
1,186
|
|
|||||
Unamortized pension costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
|||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
59,358
|
|
|
1,237
|
|
|
60,595
|
|
|||||
Balances as of September 28, 2013
|
75,283
|
|
|
$
|
467,525
|
|
|
$
|
(46,356
|
)
|
|
$
|
291,878
|
|
|
$
|
3,618
|
|
|
$
|
716,665
|
|
Issuance of stock for services rendered
|
63
|
|
|
809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
809
|
|
|||||
Repurchase of common stock
|
(43
|
)
|
|
—
|
|
|
(628
|
)
|
|
—
|
|
|
—
|
|
|
(628
|
)
|
|||||
Exercise of stock options
|
131
|
|
|
1,080
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,080
|
|
|||||
Issuance of shares for market-based restricted stock and time-based restricted stock
|
1,192
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Reversal of excess tax benefits from stock based compensation
|
—
|
|
|
(825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(825
|
)
|
|||||
Equity-based compensation expense
|
—
|
|
|
10,527
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,527
|
|
|||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
62,988
|
|
|
—
|
|
|
62,988
|
|
|||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(983
|
)
|
|
(983
|
)
|
|||||
Unamortized pension costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(391
|
)
|
|
(391
|
)
|
|||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
62,988
|
|
|
(1,374
|
)
|
|
61,614
|
|
|||||
Balances as of September 27, 2014
|
76,626
|
|
|
$
|
479,116
|
|
|
$
|
(46,984
|
)
|
|
$
|
354,866
|
|
|
$
|
2,244
|
|
|
$
|
789,242
|
|
Issuance of stock for services rendered
|
83
|
|
|
1,049
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,049
|
|
|||||
Repurchase of common stock
|
(6,405
|
)
|
|
—
|
|
|
(77,872
|
)
|
|
—
|
|
|
—
|
|
|
(77,872
|
)
|
|||||
Exercise of stock options
|
75
|
|
|
694
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|||||
Issuance of shares for market-based restricted stock and time-based restricted stock
|
861
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from stock based compensation
|
—
|
|
|
540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540
|
|
|||||
Equity-based compensation expense
|
—
|
|
|
10,940
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,940
|
|
|||||
Components of comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
50,639
|
|
|
—
|
|
|
50,639
|
|
|||||
Translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,360
|
)
|
|
(3,360
|
)
|
|||||
Unamortized pension costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
|||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
50,639
|
|
|
(3,341
|
)
|
|
47,298
|
|
|||||
Balances as of October 3, 2015
|
71,240
|
|
|
$
|
492,339
|
|
|
$
|
(124,856
|
)
|
|
$
|
405,505
|
|
|
$
|
(1,097
|
)
|
|
$
|
771,891
|
|
|
|
Fiscal
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
18,972
|
|
|
13,520
|
|
|
18,489
|
|
|||
Equity-based compensation and employee benefits
|
|
11,989
|
|
|
11,336
|
|
|
10,670
|
|
|||
(Excess tax benefits from stock based compensation) Reversal of excess tax benefits
|
|
(540
|
)
|
|
825
|
|
|
(825
|
)
|
|||
Adjustment for doubtful accounts
|
|
478
|
|
|
320
|
|
|
371
|
|
|||
Adjustment for inventory valuation
|
|
3,978
|
|
|
3,060
|
|
|
3,561
|
|
|||
Deferred taxes
|
|
(16,738
|
)
|
|
4,494
|
|
|
5,901
|
|
|||
Switzerland pension plan curtailment gain
|
|
—
|
|
|
(84
|
)
|
|
(2,100
|
)
|
|||
(Gain) Loss on disposal of property, plant and equipment
|
|
(71
|
)
|
|
90
|
|
|
(147
|
)
|
|||
Asset retirement obligation
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|||
Unrealized foreign currency transactions
|
|
(6,631
|
)
|
|
(1,122
|
)
|
|
620
|
|
|||
Changes in operating assets and liabilities, net of assets and liabilities assumed in businesses combinations:
|
|
|
|
|
|
|
||||||
Accounts and notes receivable
|
|
72,304
|
|
|
(9,294
|
)
|
|
26,408
|
|
|||
Inventory
|
|
(14,471
|
)
|
|
(14,618
|
)
|
|
17,056
|
|
|||
Prepaid expenses and other current assets
|
|
493
|
|
|
8,866
|
|
|
(2,421
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
|
(32,766
|
)
|
|
(1,269
|
)
|
|
(36,066
|
)
|
|||
Income taxes payable
|
|
(1,968
|
)
|
|
1,030
|
|
|
(6,832
|
)
|
|||
Other, net
|
|
2,207
|
|
|
2,318
|
|
|
1,149
|
|
|||
Net cash provided by operating activities
|
|
87,875
|
|
|
82,460
|
|
|
94,824
|
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Acquisition of business, net of cash acquired
|
|
(93,153
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of property, plant and equipment
|
|
(10,269
|
)
|
|
(10,138
|
)
|
|
(17,172
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
|
180
|
|
|
44
|
|
|
5,310
|
|
|||
Purchase of short term investments
|
|
(1,630
|
)
|
|
(18,236
|
)
|
|
(3,252
|
)
|
|||
Maturity of short term investments
|
|
10,763
|
|
|
12,356
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(94,109
|
)
|
|
(15,974
|
)
|
|
(15,114
|
)
|
|||
|
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Payment on debts
|
|
(10,815
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from short term loans
|
|
837
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of common stock options
|
|
694
|
|
|
1,080
|
|
|
908
|
|
|||
Repurchase of common stock
|
|
(75,715
|
)
|
|
(419
|
)
|
|
—
|
|
|||
Excess tax benefits from stock based compensation (Reversal of excess tax benefits)
|
|
540
|
|
|
(825
|
)
|
|
825
|
|
|||
Net cash (used in)/provided by financing activities
|
|
(84,459
|
)
|
|
(164
|
)
|
|
1,733
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,326
|
|
|
(129
|
)
|
|
101
|
|
|||
Changes in cash and cash equivalents
|
|
(89,367
|
)
|
|
66,193
|
|
|
81,544
|
|
|||
Cash and cash equivalents at beginning of period
|
|
587,981
|
|
|
521,788
|
|
|
440,244
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
498,614
|
|
|
$
|
587,981
|
|
|
$
|
521,788
|
|
|
|
|
|
|
|
|
||||||
CASH PAID FOR:
|
|
|
|
|
|
|
|
|
||||
Interest
|
|
$
|
1,183
|
|
|
$
|
1,048
|
|
|
$
|
—
|
|
Income taxes
|
|
$
|
5,192
|
|
|
$
|
4,603
|
|
|
$
|
8,382
|
|
|
|
Fiscal
|
|
(in thousands)
|
|
2015
|
|
Provision for severance and benefits (1)
|
|
1,850
|
|
Payment of severance and benefits
|
|
(312
|
)
|
Accrual for estimated severance and benefits, end of period (2)
|
|
1,538
|
|
(1)
|
Provision for severance and benefits is the total amount expected to be incurred and is included within selling, general and administrative expenses on the Consolidated Statements of Operations.
|
(2)
|
Included within accrued expenses and other current liabilities on the Consolidated Balance Sheets.
|
|
|
As of
|
||||||
(in thousands)
|
|
October 3, 2015
|
|
September 27, 2014
|
||||
Short term investments, available-for-sale:
|
|
|
|
|
||||
Deposits maturing within one year (1)
|
|
$
|
—
|
|
|
$
|
9,105
|
|
|
|
|
|
|
||||
Inventories, net:
|
|
|
|
|
|
|
||
Raw materials and supplies
|
|
$
|
23,541
|
|
|
$
|
22,184
|
|
Work in process
|
|
24,110
|
|
|
18,783
|
|
||
Finished goods
|
|
50,518
|
|
|
22,590
|
|
||
|
|
98,169
|
|
|
63,557
|
|
||
Inventory reserves
|
|
(19,073
|
)
|
|
(13,863
|
)
|
||
|
|
$
|
79,096
|
|
|
$
|
49,694
|
|
|
|
|
|
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
||
Buildings and building improvements
|
|
$
|
33,760
|
|
|
$
|
31,159
|
|
Leasehold improvements
|
|
19,512
|
|
|
13,962
|
|
||
Data processing equipment and software
|
|
28,861
|
|
|
27,538
|
|
||
Machinery, equipment, furniture and fixtures
|
|
52,106
|
|
|
45,442
|
|
||
|
|
134,239
|
|
|
118,101
|
|
||
Accumulated depreciation
|
|
(81,005
|
)
|
|
(65,346
|
)
|
||
|
|
$
|
53,234
|
|
|
$
|
52,755
|
|
|
|
|
|
|
||||
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
||
Wages and benefits
|
|
$
|
19,166
|
|
|
$
|
21,498
|
|
Accrued customer obligations (2)
|
|
9,215
|
|
|
8,999
|
|
||
Commissions and professional fees
|
|
3,880
|
|
|
1,961
|
|
||
Deferred Rent
|
|
2,450
|
|
|
2,161
|
|
||
Severance
|
|
1,645
|
|
|
1,067
|
|
||
Other
|
|
9,615
|
|
|
8,045
|
|
||
|
|
$
|
45,971
|
|
|
$
|
43,731
|
|
(1)
|
All short-term investments were classified as available-for-sale and were measured at fair value based on level one measurement, or quoted market prices, as defined by ASC 820.
|
(2)
|
Represents customer advance payments, customer credit program, accrued warranty expense and accrued retrofit obligations.
|
(in thousands)
|
January 9, 2015
|
||
Accounts receivable
|
9,941
|
|
|
Inventories
|
19,861
|
|
|
Prepaid expenses and other current assets
|
2,322
|
|
|
Deferred tax asset
|
157
|
|
|
Property, plant and equipment
|
531
|
|
|
Intangibles
|
61,463
|
|
|
Goodwill
|
39,726
|
|
|
Deferred income taxes
|
638
|
|
|
Accounts payable
|
(14,386
|
)
|
|
Borrowings financial institutions
|
(9,491
|
)
|
|
Accrued expenses and other current liabilities
|
(10,561
|
)
|
|
Income taxes payable
|
(1,933
|
)
|
|
Deferred tax liabilities
|
(5,115
|
)
|
|
Total purchase price, net of cash acquired
|
$
|
93,153
|
|
|
|
Fiscal
|
|||||
(in thousands)
|
|
2015
|
2014
|
||||
Revenue
|
|
$
|
562,754
|
|
$
|
590,080
|
|
Net income / (loss)
|
|
45,303
|
|
60,920
|
|
||
Basic income per common share
|
|
0.60
|
|
0.80
|
|
||
Diluted income per common share
|
|
0.60
|
|
0.79
|
|
|
|
As of
|
||
(in thousands)
|
|
October 3, 2015
|
||
Balance at September 27, 2014
|
|
$
|
41,546
|
|
Acquired in business combination
|
|
39,726
|
|
|
Balance at October 3, 2015
|
|
$
|
81,272
|
|
|
|
As of
|
|
Average estimated
|
||||||
(dollar amounts in thousands)
|
|
October 3, 2015
|
|
September 27, 2014
|
|
useful lives
(in years)
|
||||
Developed technology
|
|
$
|
33,200
|
|
|
$
|
33,200
|
|
|
7.0 to 15.0
|
Acquired in business combination
|
|
40,880
|
|
|
—
|
|
|
|
||
Accumulated amortization
|
|
(35,244
|
)
|
|
(28,458
|
)
|
|
|
||
Net developed technology
|
|
$
|
38,836
|
|
|
$
|
4,742
|
|
|
|
|
|
|
|
|
|
|
||||
Customer relationships
|
|
$
|
19,300
|
|
|
$
|
19,300
|
|
|
5.0 to 6.0
|
Acquired in business combination
|
|
17,668
|
|
|
—
|
|
|
|
||
Accumulated amortization
|
|
(21,509
|
)
|
|
(19,300
|
)
|
|
|
||
Net customer relationships
|
|
$
|
15,459
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Trade and brand names
|
|
$
|
4,600
|
|
|
$
|
4,600
|
|
|
7.0 to 8.0
|
Acquired in business combination
|
|
2,915
|
|
|
—
|
|
|
|
||
Accumulated amortization
|
|
(4,339
|
)
|
|
(3,451
|
)
|
|
|
||
Net trade and brand names
|
|
$
|
3,176
|
|
|
$
|
1,149
|
|
|
|
|
|
|
|
|
|
|
||||
Other intangible assets
|
|
$
|
2,500
|
|
|
$
|
2,500
|
|
|
1.9
|
Accumulated amortization
|
|
(2,500
|
)
|
|
(2,500
|
)
|
|
|
||
Net wedge bonder other intangible assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Net intangible assets
|
|
$
|
57,471
|
|
|
$
|
5,891
|
|
|
|
|
As of
|
||
(in thousands)
|
October 3, 2015
|
||
Fiscal 2016
|
$
|
6,660
|
|
Fiscal 2017
|
6,086
|
|
|
Fiscal 2018
|
6,086
|
|
|
Fiscal 2019
|
6,086
|
|
|
Fiscal 2020 and thereafter
|
32,553
|
|
|
Total amortization expense
|
$
|
57,471
|
|
(dollar amounts in thousands)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
105,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
105,617
|
|
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
155,715
|
|
|
—
|
|
|
—
|
|
|
155,715
|
|
||||
Time deposits
|
237,282
|
|
|
—
|
|
|
—
|
|
|
237,282
|
|
||||
Total cash and cash equivalents
|
$
|
498,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
498,614
|
|
(dollar amounts in thousands)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
130,668
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
130,668
|
|
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
295,529
|
|
|
—
|
|
|
—
|
|
|
295,529
|
|
||||
Time deposits
|
132,284
|
|
|
—
|
|
|
—
|
|
|
132,284
|
|
||||
Commercial paper
|
29,500
|
|
|
—
|
|
|
—
|
|
|
29,500
|
|
||||
Total cash and cash equivalents
|
$
|
587,981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
587,981
|
|
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
9,105
|
|
|
—
|
|
|
—
|
|
|
9,105
|
|
||||
Total short-term investments
|
9,105
|
|
|
—
|
|
|
—
|
|
|
9,105
|
|
||||
Total cash, cash equivalents and short-term investments
|
$
|
597,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
597,086
|
|
(dollar amounts in thousands)
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
105,617
|
|
|
$
|
105,617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
155,715
|
|
|
155,715
|
|
|
—
|
|
|
—
|
|
||||
Time deposits
|
237,282
|
|
|
237,282
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
498,614
|
|
|
$
|
498,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(dollar amounts in thousands)
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
130,668
|
|
|
$
|
130,668
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash equivalents
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
295,529
|
|
|
295,529
|
|
|
—
|
|
|
—
|
|
||||
Time deposits
|
132,284
|
|
|
132,284
|
|
|
—
|
|
|
—
|
|
||||
Commercial paper
|
29,500
|
|
|
29,500
|
|
|
—
|
|
|
—
|
|
||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
9,105
|
|
|
9,105
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
597,086
|
|
|
$
|
597,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(in thousands)
|
Fiscal
|
||||||
|
2015
|
|
2014
|
||||
Foreign exchange forward contract in cash flow hedging relationships:
|
|
|
|
||||
Net (loss)/ gain recognized in OCI, net of tax
(1)
|
$
|
(1,008
|
)
|
|
$
|
114
|
|
Net (loss)/ gain reclassified from accumulated OCI into income, net of tax
(2)
|
$
|
(1,008
|
)
|
|
$
|
114
|
|
Net gain recognized in income
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fiscal
|
||||||
(in thousands)
|
|
2015
|
|
2014
|
||||
Cash
|
|
$
|
1,573
|
|
|
$
|
1,278
|
|
|
|
As of
|
||||||
(in thousands)
|
|
October 3, 2015
|
|
September 27, 2014
|
||||
(Loss)/Gain from foreign currency translation adjustments
|
|
$
|
(161
|
)
|
|
$
|
3,199
|
|
Unrecognized actuarial loss, Switzerland pension plan, net of tax
|
|
(590
|
)
|
|
(609
|
)
|
||
Switzerland pension plan curtailment
|
|
(346
|
)
|
|
(346
|
)
|
||
Accumulated other comprehensive income
|
|
$
|
(1,097
|
)
|
|
$
|
2,244
|
|
•
|
Market-based restricted stock entitles the employee to receive common shares of the Company on the award vesting date if market performance objectives which measure relative total shareholder return (“TSR”) are attained. Relative TSR is calculated based upon the
90
-calendar day average price of the Company's stock as compared to specific peer companies that comprise the Philadelphia Semiconductor Index. TSR is measured for the Company and each peer company over a performance period, which is generally
three years
. Vesting percentages range from
0%
to
200%
of awards granted. The provisions of the market-based restricted stock are reflected in the grant date fair value of the award; therefore, compensation expense is recognized regardless of whether the market condition is ultimately satisfied. Compensation expense is reversed if the award is forfeited prior to the vesting date.
|
•
|
In general, stock options and time-based restricted stock awarded to employees vest annually over a three-year period provided the employee remains employed by the Company. The Company follows the non-substantive vesting method for stock options and recognizes compensation expense immediately for awards granted to retirement-eligible employees, or over the period from the grant date to the date retirement eligibility is achieved.
|
•
|
In general, performance-based restricted stock (“PSU”) entitles the employee to receive common shares of the Company on the three-year anniversary of the grant date (if employed by the Company) if return on invested capital and revenue growth targets set by the Management Development and Compensation Committee (“MDCC”) of the Board of Directors on the date of grant are met. If return on invested capital and revenue growth targets are not met, performance-based restricted stock does not vest. Certain PSUs vest based on achievement of strategic goals over a certain time period or periods set by the MDCC. If the strategic goals are not achieved, the PSUs do not vest.
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of sales
|
|
$
|
393
|
|
|
$
|
344
|
|
|
$
|
295
|
|
Selling, general and administrative
|
|
9,127
|
|
|
8,906
|
|
|
8,457
|
|
|||
Research and development
|
|
2,469
|
|
|
2,086
|
|
|
1,918
|
|
|||
Total equity-based compensation expense
|
|
$
|
11,989
|
|
|
$
|
11,336
|
|
|
$
|
10,670
|
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Market-based restricted stock
|
|
$
|
4,677
|
|
|
$
|
4,960
|
|
|
$
|
4,135
|
|
Time-based restricted stock
|
|
6,129
|
|
|
5,419
|
|
|
5,545
|
|
|||
Performance-based restricted stock
|
|
131
|
|
|
131
|
|
|
107
|
|
|||
Stock options
|
|
3
|
|
|
17
|
|
|
43
|
|
|||
Common stock
|
|
1,049
|
|
|
809
|
|
|
840
|
|
|||
Total equity-based compensation expense
|
|
$
|
11,989
|
|
|
$
|
11,336
|
|
|
$
|
10,670
|
|
|
Number of shares (in thousands)
|
|
Unrecognized compensation expense (in thousands)
|
|
Average remaining service period (in years)
|
|
Weighted average grant date fair value per share
|
|||||
Market-based restricted stock outstanding as of September 29, 2012
|
914
|
|
|
$
|
6,175
|
|
|
1.5
|
|
|
||
Granted
|
344
|
|
|
|
|
|
|
$
|
13.89
|
|
||
Forfeited or expired
|
(49
|
)
|
|
|
|
|
|
|
||||
Vested
|
(124
|
)
|
|
|
|
|
|
|
||||
Market-based restricted stock outstanding as of September 28, 2013
|
1,085
|
|
|
$
|
5,913
|
|
|
1.1
|
|
|
||
Granted
|
335
|
|
|
|
|
|
|
$
|
13.46
|
|
||
Forfeited or expired
|
(19
|
)
|
|
|
|
|
|
|
||||
Vested
|
(333
|
)
|
|
|
|
|
|
|
||||
Market-based restricted stock outstanding as of September 27, 2014
|
1,068
|
|
|
5,271
|
|
|
1.0
|
|
|
|||
Granted
|
232
|
|
|
|
|
|
|
$
|
16.83
|
|
||
Forfeited or expired
|
(48
|
)
|
|
|
|
|
|
|
||||
Vested
|
(674
|
)
|
|
|
|
|
|
|
||||
Market-based restricted stock outstanding as of October 3, 2015
|
578
|
|
|
$
|
4,465
|
|
|
1.4
|
|
|
|
Fiscal
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Grant Price
|
$
|
14.02
|
|
|
$
|
11.29
|
|
|
$
|
10.49
|
|
Expected dividend yield
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Expected stock price volatility
|
35.48
|
%
|
|
44.88
|
%
|
|
57.74
|
%
|
|||
Risk-free interest rate
|
0.89
|
%
|
|
0.69
|
%
|
|
0.31
|
%
|
|
Number of shares (in thousands)
|
|
Unrecognized compensation expense (in thousands)
|
|
Average remaining service period (in years)
|
|
Weighted average grant date fair value per share
|
|||||
Time-based restricted stock outstanding as of September 29, 2012
|
1,532
|
|
|
$
|
7,070
|
|
|
1.4
|
|
|
||
Granted
|
620
|
|
|
|
|
|
|
$
|
10.59
|
|
||
Forfeited or expired
|
(132
|
)
|
|
|
|
|
|
|
||||
Vested
|
(804
|
)
|
|
|
|
|
|
|
||||
Time-based restricted stock outstanding as of September 28, 2013
|
1,216
|
|
|
$
|
6,028
|
|
|
1.2
|
|
|
||
Granted
|
649
|
|
|
|
|
|
|
$
|
11.48
|
|
||
Forfeited or expired
|
(52
|
)
|
|
|
|
|
|
|
||||
Vested
|
(756
|
)
|
|
|
|
|
|
|
||||
Time-based restricted stock outstanding as of September 27, 2014
|
1,057
|
|
|
$
|
6,720
|
|
|
1.4
|
|
|
||
Granted
|
484
|
|
|
|
|
|
|
$
|
14.06
|
|
||
Forfeited or expired
|
(29
|
)
|
|
|
|
|
|
|
||||
Vested
|
(663
|
)
|
|
|
|
|
|
|
||||
Time-based restricted stock outstanding as of October 3, 2015
|
849
|
|
|
$
|
7,054
|
|
|
1.6
|
|
|
|
Number of shares (in thousands)
|
|
Unrecognized compensation expense (in thousands)
|
|
Average remaining service period (in years)
|
||
Performance-based restricted stock outstanding as of September 29, 2012
|
—
|
|
|
—
|
|
|
0
|
Granted
|
57
|
|
|
|
|
|
|
Performance-based restricted stock outstanding as of September 28, 2013
|
57
|
|
|
550
|
|
|
4.2
|
Granted
|
—
|
|
|
|
|
|
|
Performance-based restricted stock outstanding as of September 27, 2014
|
57
|
|
|
419
|
|
|
3.2
|
Granted
|
—
|
|
|
|
|
|
|
Performance-based restricted stock outstanding as of October 3, 2015
|
57
|
|
|
285
|
|
|
2.2
|
|
Number of shares (in thousands)
|
|
Weighted average exercise price
|
|
Average remaining contractual life (in years)
|
|
Aggregate intrinsic value (in thousands)
|
|||||
Options outstanding as of September 29, 2012
|
703
|
|
|
$
|
9.40
|
|
|
|
|
|
||
Exercised
|
(101
|
)
|
|
$
|
8.96
|
|
|
|
|
$
|
292
|
|
Forfeited or expired
|
(40
|
)
|
|
$
|
9.59
|
|
|
|
|
|
||
Options outstanding as of September 28, 2013
|
562
|
|
|
$
|
9.56
|
|
|
|
|
|
||
Exercised
|
(121
|
)
|
|
$
|
7.84
|
|
|
|
|
$
|
654
|
|
Forfeited or expired
|
(221
|
)
|
|
$
|
11.92
|
|
|
|
|
|
||
Options outstanding as of September 27, 2014
|
220
|
|
|
$
|
8.14
|
|
|
|
|
|
||
Exercised
|
(45
|
)
|
|
$
|
8.58
|
|
|
|
|
$
|
282
|
|
Forfeited or expired
|
(28
|
)
|
|
$
|
7.25
|
|
|
|
|
|
||
Options outstanding as of October 3, 2015
|
147
|
|
|
$
|
8.18
|
|
|
2.0
|
|
$
|
154
|
|
Options vested and expected to vest as of October 3, 2015
|
147
|
|
|
$
|
8.18
|
|
|
2.0
|
|
$
|
154
|
|
Options exercisable as of October 3, 2015
|
147
|
|
|
$
|
8.18
|
|
|
2.0
|
|
|
||
In the money exercisable options as of October 3, 2015
|
145
|
|
|
|
|
|
|
$
|
154
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of exercise prices
|
|
Options outstanding (in thousands)
|
|
Weighted average remaining contractual life (in years)
|
|
Weighted average exercise price
|
|
Options exercisable (in thousands)
|
|
Weighted average exercise price
|
||||||
3.06 - 7.08
|
|
19
|
|
|
4.1
|
|
$
|
4.94
|
|
|
19
|
|
|
$
|
4.94
|
|
8.43 - 9.64
|
|
128
|
|
|
1.7
|
|
8.65
|
|
|
128
|
|
|
8.65
|
|
||
|
|
147
|
|
|
2.0
|
|
$
|
8.18
|
|
|
147
|
|
|
$
|
8.17
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Number of common shares issued
|
83
|
|
|
63
|
|
|
74
|
|
|||
Fair value based upon market price at time of issue
|
$
|
1,049
|
|
|
$
|
810
|
|
|
$
|
908
|
|
|
Number of shares (in thousands)
|
|
Weighted average exercise price
|
|
Average remaining contractual life (in years)
|
|
Aggregate intrinsic value (in thousands)
|
|||||
Options outstanding as of September 29, 2012 and September 28, 2013
|
135
|
|
|
$
|
11.45
|
|
|
|
|
$
|
614
|
|
Exercised
|
(10
|
)
|
|
$
|
11.2
|
|
|
|
|
|
||
Forfeited or expired
|
(70
|
)
|
|
$
|
12.45
|
|
|
|
|
|
||
Options outstanding as of September 27, 2014
|
55
|
|
|
$
|
10.22
|
|
|
|
|
$
|
225
|
|
Exercised
|
(30
|
)
|
|
$
|
10.19
|
|
|
|
|
|
||
Forfeited or expired
|
(5
|
)
|
|
$
|
6.48
|
|
|
|
|
|
||
Options outstanding as of October 3, 2015
|
20
|
|
|
$
|
11.2
|
|
|
0.4
|
|
$
|
—
|
|
Options vested and expected to vest as of October 3, 2015
|
20
|
|
|
$
|
11.2
|
|
|
0.4
|
|
$
|
—
|
|
Options exercisable as of October 3, 2015
|
20
|
|
|
$
|
11.2
|
|
|
0.4
|
|
|
||
In the money exercisable options as of October 3, 2015
|
—
|
|
|
|
|
|
|
$
|
—
|
|
|
|
As of
|
||||||
(in thousands)
|
October 3, 2015
|
|
|
September 27, 2014
|
|
|||
Switzerland pension obligation
|
$
|
689
|
|
|
$
|
703
|
|
|
Taiwan pension obligation
|
1,196
|
|
|
1,323
|
|
|||
|
Total pension obligation
|
$
|
1,885
|
|
|
$
|
2,026
|
|
|
|
Fiscal
|
||||||||||||||||||||||
(in thousands, except per share)
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||||||
NUMERATOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income
|
|
$
|
50,639
|
|
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
$
|
59,358
|
|
Less: income applicable to participating securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net income applicable to common shareholders
|
|
$
|
50,639
|
|
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
$
|
59,358
|
|
DENOMINATOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding - Basic
|
|
75,414
|
|
|
75,414
|
|
|
76,396
|
|
|
76,396
|
|
|
75,132
|
|
|
75,132
|
|
||||||
Stock options
|
|
|
|
70
|
|
|
|
|
117
|
|
|
|
|
110
|
|
|||||||||
Time-based restricted stock
|
|
|
|
175
|
|
|
|
|
398
|
|
|
|
|
512
|
|
|||||||||
Market-based restricted stock
|
|
|
|
—
|
|
|
|
|
381
|
|
|
|
|
436
|
|
|||||||||
Weighted average shares outstanding - Diluted
|
|
|
|
75,659
|
|
|
|
|
77,292
|
|
|
|
|
76,190
|
|
|||||||||
EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share - Basic
|
|
$
|
0.67
|
|
|
$
|
0.67
|
|
|
$
|
0.82
|
|
|
$
|
0.82
|
|
|
$
|
0.79
|
|
|
$
|
0.79
|
|
Effect of dilutive shares
|
|
|
|
—
|
|
|
|
|
$
|
(0.01
|
)
|
|
|
|
$
|
(0.01
|
)
|
|||||||
Net income per share - Diluted
|
|
|
|
$
|
0.67
|
|
|
|
|
$
|
0.81
|
|
|
|
|
$
|
0.78
|
|
|
Fiscal
|
||||||||||
(dollar amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
United States operations
|
$
|
4,178
|
|
|
$
|
7,700
|
|
|
$
|
(4,340
|
)
|
Foreign operations
|
33,527
|
|
|
69,433
|
|
|
71,008
|
|
|||
Income from operations before tax
|
37,705
|
|
|
77,133
|
|
|
66,668
|
|
|||
Income tax (benefit)/expense
|
(12,934
|
)
|
|
14,145
|
|
|
7,310
|
|
|||
Net income
|
$
|
50,639
|
|
|
$
|
62,988
|
|
|
$
|
59,358
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
(34.3
|
)%
|
|
18.3
|
%
|
|
11.0
|
%
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
1,459
|
|
|
$
|
843
|
|
|
$
|
(212
|
)
|
State
|
76
|
|
|
78
|
|
|
291
|
|
|||
Foreign
|
4,707
|
|
|
5,534
|
|
|
1,732
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(20,250
|
)
|
|
5,474
|
|
|
985
|
|
|||
State
|
(10
|
)
|
|
5
|
|
|
5
|
|
|||
Foreign
|
1,084
|
|
|
2,211
|
|
|
4,509
|
|
|||
Provision for income taxes
|
$
|
(12,934
|
)
|
|
$
|
14,145
|
|
|
$
|
7,310
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Computed income tax expense based on U.S. statutory rate
|
$
|
13,197
|
|
|
$
|
26,997
|
|
|
$
|
23,334
|
|
Effect of earnings of foreign subsidiaries subject to different tax rates
|
(6,103
|
)
|
|
(9,763
|
)
|
|
(11,193
|
)
|
|||
Benefits from foreign approved enterprise zones
|
(5,855
|
)
|
|
(17,423
|
)
|
|
(9,626
|
)
|
|||
Benefits from research and development tax credits (including prior years)
|
(4,090
|
)
|
|
—
|
|
|
—
|
|
|||
Change in Permanent Reinvestment Assertion
|
(19,704
|
)
|
|
—
|
|
|
—
|
|
|||
Dividend income
|
—
|
|
|
8,190
|
|
|
—
|
|
|||
Effect of permanent items
|
1,822
|
|
|
(298
|
)
|
|
664
|
|
|||
Changes in valuation allowance
|
2,634
|
|
|
(1,820
|
)
|
|
1,429
|
|
|||
Foreign operations (withholding taxes, deferred taxes on unremitted earnings, US taxation of foreign earnings)
|
4,904
|
|
|
5,906
|
|
|
1,789
|
|
|||
Reserve for uncertain tax positions
|
886
|
|
|
131
|
|
|
683
|
|
|||
State income tax expense
|
(1,543
|
)
|
|
2,241
|
|
|
(734
|
)
|
|||
Other, net
|
918
|
|
|
(16
|
)
|
|
964
|
|
|||
Provision for income taxes
|
$
|
(12,934
|
)
|
|
$
|
14,145
|
|
|
$
|
7,310
|
|
|
Fiscal
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Inventory reserves
|
$
|
641
|
|
|
$
|
692
|
|
Other accruals and reserves
|
3,470
|
|
|
3,713
|
|
||
Net operating loss carryforwards
|
628
|
|
|
666
|
|
||
Valuation allowance
|
(613
|
)
|
|
(780
|
)
|
||
Total short-term deferred tax asset
|
$
|
4,126
|
|
|
$
|
4,291
|
|
|
|
|
|
||||
Total short-term deferred tax liability
|
23
|
|
|
106
|
|
||
Net short-term deferred tax asset
|
$
|
4,103
|
|
|
$
|
4,185
|
|
|
|
|
|
||||
Domestic tax credit carryforwards
|
$
|
5,035
|
|
|
$
|
688
|
|
Net operating loss carryforwards
|
32,355
|
|
|
27,361
|
|
||
Stock options
|
525
|
|
|
703
|
|
||
Other
|
337
|
|
|
400
|
|
||
|
38,252
|
|
|
29,152
|
|
||
Valuation allowance
|
(22,502
|
)
|
|
(23,844
|
)
|
||
Total long-term deferred tax asset (1)
|
$
|
15,750
|
|
|
$
|
5,308
|
|
|
|
|
|
||||
Repatriation of foreign earnings, including foreign withholding taxes
|
$
|
27,101
|
|
|
$
|
43,204
|
|
Depreciable assets
|
16,735
|
|
|
3,013
|
|
||
Prepaid expenses and other
|
—
|
|
|
300
|
|
||
Total long-term deferred tax liability
|
$
|
43,836
|
|
|
$
|
46,517
|
|
Net long-term deferred tax liability
|
$
|
28,086
|
|
|
$
|
41,209
|
|
Total net deferred tax liability
|
$
|
23,983
|
|
|
$
|
37,024
|
|
(1)
|
Included in other assets on the Consolidated Balance Sheets are deferred tax assets of
$3.2 million
and
$3.8 million
as of
October 3, 2015
and
September 27, 2014
, respectively.
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Unrecognized tax benefit, beginning of year
|
|
$
|
7,192
|
|
|
$
|
6,869
|
|
|
$
|
6,186
|
|
Additions for tax positions, current year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions, prior year
|
|
5,140
|
|
|
717
|
|
|
2,485
|
|
|||
Reductions for tax positions, prior year
|
|
(5,231
|
)
|
|
(394
|
)
|
|
(1,802
|
)
|
|||
Unrecognized tax benefit, end of year
|
|
$
|
7,101
|
|
|
$
|
7,192
|
|
|
$
|
6,869
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Incentive compensation expense (1)
|
$
|
10,768
|
|
|
$
|
17,596
|
|
|
$
|
17,194
|
|
Rent expense (1)
|
$
|
5,006
|
|
|
$
|
4,608
|
|
|
$
|
7,765
|
|
Warranty and retrofit expense (2)
|
$
|
2,808
|
|
|
$
|
3,261
|
|
|
$
|
711
|
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenue:
|
|
|
|
|
|
|
||||||
Equipment
|
|
$
|
472,002
|
|
|
$
|
503,049
|
|
|
$
|
472,567
|
|
Expendable Tools
|
|
64,469
|
|
|
65,520
|
|
|
62,371
|
|
|||
Net revenue
|
|
536,471
|
|
|
568,569
|
|
|
534,938
|
|
|||
Income from operations:
|
|
|
|
|
|
|
||||||
Equipment
|
|
21,618
|
|
|
59,769
|
|
|
52,991
|
|
|||
Expendable Tools
|
|
15,633
|
|
|
17,215
|
|
|
12,815
|
|
|||
Income from operations
|
|
$
|
37,251
|
|
|
$
|
76,984
|
|
|
$
|
65,806
|
|
|
|
As of
|
||||||||||
(in thousands)
|
|
October 3, 2015
|
|
September 27, 2014
|
|
September 28, 2013
|
||||||
Segment assets:
|
|
|
|
|
|
|
||||||
Equipment
|
|
$
|
828,471
|
|
|
$
|
839,847
|
|
|
$
|
764,793
|
|
Expendable Tools
|
|
75,995
|
|
|
104,601
|
|
|
98,201
|
|
|||
Total assets
|
|
$
|
904,466
|
|
|
$
|
944,448
|
|
|
$
|
862,994
|
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures:
|
|
|
|
|
|
|
||||||
Equipment
|
|
$
|
7,288
|
|
|
$
|
9,560
|
|
|
$
|
11,704
|
|
Expendable Tools
|
|
2,231
|
|
|
2,841
|
|
|
5,468
|
|
|||
Capital expenditures
|
|
$
|
9,519
|
|
|
$
|
12,401
|
|
|
$
|
17,172
|
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense:
|
|
|
|
|
|
|
||||||
Equipment
|
|
$
|
6,685
|
|
|
$
|
5,662
|
|
|
$
|
6,936
|
|
Expendable Tools
|
|
2,404
|
|
|
2,540
|
|
|
2,375
|
|
|||
Depreciation expense
|
|
$
|
9,089
|
|
|
$
|
8,202
|
|
|
$
|
9,311
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
China
|
$
|
169,557
|
|
|
$
|
144,134
|
|
|
$
|
124,272
|
|
Taiwan
|
56,610
|
|
|
140,586
|
|
|
150,271
|
|
|||
Malaysia
|
48,825
|
|
|
46,033
|
|
|
23,799
|
|
|||
Japan
|
31,413
|
|
|
34,480
|
|
|
17,680
|
|
|||
United States
|
47,220
|
|
|
31,645
|
|
|
14,652
|
|
|||
Philippines
|
42,575
|
|
|
31,371
|
|
|
30,257
|
|
|||
Korea
|
40,687
|
|
|
31,284
|
|
|
36,949
|
|
|||
Hong Kong
|
15,482
|
|
|
23,709
|
|
|
28,911
|
|
|||
Singapore
|
17,430
|
|
|
21,934
|
|
|
35,833
|
|
|||
Vietnam
|
4,354
|
|
|
11,355
|
|
|
4,639
|
|
|||
Thailand
|
13,852
|
|
|
9,386
|
|
|
9,143
|
|
|||
Germany
|
11,580
|
|
|
8,496
|
|
|
5,822
|
|
|||
All other
|
36,886
|
|
|
34,156
|
|
|
52,710
|
|
|||
Total destination sales to unaffiliated customers
|
$
|
536,471
|
|
|
$
|
568,569
|
|
|
$
|
534,938
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived assets:
|
|
|
|
|
|
||||||
Singapore
|
$
|
36,754
|
|
|
$
|
37,169
|
|
|
$
|
32,876
|
|
United States
|
7,429
|
|
|
8,537
|
|
|
8,999
|
|
|||
China
|
7,386
|
|
|
7,295
|
|
|
6,718
|
|
|||
Israel
|
3,701
|
|
|
4,668
|
|
|
5,674
|
|
|||
Netherlands
|
1,421
|
|
|
—
|
|
|
—
|
|
|||
Taiwan
|
794
|
|
|
678
|
|
|
607
|
|
|||
All other
|
870
|
|
|
974
|
|
|
977
|
|
|||
Total long-lived assets
|
$
|
58,355
|
|
|
$
|
59,321
|
|
|
$
|
55,851
|
|
|
|
Fiscal
|
||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Reserve for product warranty, beginning of period
|
|
$
|
1,542
|
|
|
$
|
1,194
|
|
|
$
|
2,412
|
|
Addition from business combination
|
|
547
|
|
|
—
|
|
|
—
|
|
|||
Provision for product warranty
|
|
2,614
|
|
|
2,099
|
|
|
1,093
|
|
|||
Product warranty costs paid
|
|
(2,847
|
)
|
|
(1,751
|
)
|
|
(2,311
|
)
|
|||
Reserve for product warranty, end of period
|
|
$
|
1,856
|
|
|
$
|
1,542
|
|
|
$
|
1,194
|
|
|
|
|
|
|
Payments due by fiscal year
|
|||||||||||||||||||
(in thousands)
|
|
Total
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
thereafter
|
||||||||||||
Inventory purchase obligation (1)
|
|
$
|
80,600
|
|
|
$
|
80,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations (2)
|
|
30,195
|
|
|
4,874
|
|
|
4,180
|
|
|
3,498
|
|
|
2,956
|
|
|
14,687
|
|
||||||
Total
|
|
$
|
110,795
|
|
|
$
|
85,474
|
|
|
$
|
4,180
|
|
|
$
|
3,498
|
|
|
$
|
2,956
|
|
|
$
|
14,687
|
|
(1)
|
The Company orders inventory components in the normal course of its business. A portion of these orders are non-cancelable and a portion may have varying penalties and charges in the event of cancellation.
|
(2)
|
The Company has minimum rental commitments under various leases (excluding taxes, insurance, maintenance and repairs, which are also paid by the Company) primarily for various facility and equipment leases, which expire periodically through
2018
(not including lease extension options, if applicable).
|
|
|
Fiscal
|
|||||
|
|
2015
|
|
2014
|
|
2013
|
|
Siliconware Precision Industries Ltd.
|
|
*
|
|
*
|
|
11.0
|
%
|
|
|
As of
|
|||
|
|
October 3, 2015
|
|
September 27, 2014
|
|
Haoseng Industrial Co., Ltd
|
|
*
|
|
21.5
|
%
|
|
Fiscal 2015 for the Quarter Ended
|
|
|
||||||||||||||||
(in thousands, except per share amounts)
|
December 27
|
|
March 28
|
|
June 27
|
|
October 3
|
|
Fiscal 2015
|
||||||||||
Net revenue
|
$
|
107,438
|
|
|
$
|
145,227
|
|
|
$
|
164,634
|
|
|
$
|
119,172
|
|
|
$
|
536,471
|
|
Gross profit
|
54,734
|
|
|
68,570
|
|
|
77,571
|
|
|
58,217
|
|
|
259,092
|
|
|||||
Income from operations
|
9,726
|
|
|
9,791
|
|
|
16,086
|
|
|
1,648
|
|
|
37,251
|
|
|||||
Income tax expense/(benefit)
|
1,843
|
|
|
1,997
|
|
|
(8,775
|
)
|
|
(7,999
|
)
|
|
(12,934
|
)
|
|||||
Net income
|
$
|
7,842
|
|
|
$
|
7,931
|
|
|
$
|
25,039
|
|
|
$
|
9,827
|
|
|
$
|
50,639
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.33
|
|
|
$
|
0.14
|
|
|
0.67
|
|
|
Diluted
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.33
|
|
|
$
|
0.13
|
|
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
76,888
|
|
|
76,821
|
|
|
75,420
|
|
|
72,731
|
|
|
75,414
|
|
|||||
Diluted
|
77,432
|
|
|
77,570
|
|
|
75,891
|
|
|
72,883
|
|
|
75,659
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fiscal 2014 for the Quarter Ended
|
|
|
||||||||||||||||
(in thousands, except per share amounts)
|
December 28
|
|
March 29
|
|
June 28
|
|
September 27
|
|
Fiscal 2014
|
||||||||||
Net revenue
|
$
|
79,113
|
|
|
$
|
114,206
|
|
|
$
|
180,517
|
|
|
$
|
194,733
|
|
|
$
|
568,569
|
|
Gross profit
|
38,365
|
|
|
57,672
|
|
|
85,157
|
|
|
92,360
|
|
|
273,554
|
|
|||||
Income from operations
|
(2,208
|
)
|
|
10,111
|
|
|
31,584
|
|
|
37,497
|
|
|
76,984
|
|
|||||
Income tax (benefit)/expense
|
(91
|
)
|
|
1,087
|
|
|
4,908
|
|
|
8,241
|
|
|
14,145
|
|
|||||
Net income
|
$
|
(1,957
|
)
|
|
$
|
9,070
|
|
|
$
|
26,616
|
|
|
$
|
29,259
|
|
|
$
|
62,988
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per share (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.35
|
|
|
$
|
0.38
|
|
|
$
|
0.82
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
$
|
0.34
|
|
|
$
|
0.38
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
75,912
|
|
|
76,404
|
|
|
76,596
|
|
|
76,658
|
|
|
76,396
|
|
|||||
Diluted
|
75,912
|
|
|
77,021
|
|
|
77,605
|
|
|
77,925
|
|
|
77,292
|
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this report:
|
|
|
Page
|
(1)
|
Financial Statements - Kulicke and Soffa Industries, Inc.:
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
Consolidated Balance Sheets as of October 3, 2015 and September 27, 2014
|
|
|
Consolidated Statements of Operations for fiscal 2015, 2014 and 2013
|
|
|
Consolidated Statements of Comprehensive Income for fiscal 2015, 2014 and 2013
|
|
|
Consolidated Statements of Changes in Shareholders' Equity for fiscal 2015, 2014 and 2013
|
|
|
Consolidated Statements of Cash Flows for fiscal 2015, 2014 and 2013
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
(2)
|
Financial Statements and Schedules:
|
|
|
Schedule II - Valuation and Qualifying Accounts
|
|
|
All other schedules are omitted because they are not applicable or the required information is
shown in the Consolidated Financial Statements or notes thereto. |
|
(3)
|
Exhibits:
|
|
EXHIBIT NUMBER
|
|
ITEM
|
|
3.1
|
|
The Company's Amended and Restated Articles of Incorporation, dated December 5, 2007, is incorporated herein by reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, SEC file number 000-00121.
|
|
3.2
|
|
The Company's Amended and Restated By-Laws, dated October 22, 2015, is incorporated herein by reference to Exhibit 3(ii) to the Company's Current Report on Form 8-K dated October 22, 2015.
|
|
4.1
|
|
Specimen Common Share Certificate of Kulicke and Soffa Industries Inc., is incorporated herein by reference to Exhibit 4 to the Company's Form-8A12G/A dated September 11, 1995, SEC file number 000-00121.
|
|
10.1
|
|
1997 Non-Qualified Stock Option Plan for Non-Employee Directors (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(vi) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.2
|
|
2004 Israeli Addendum to 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(vii) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
|
10.3
|
|
Form of Nonqualified Stock Option Agreement regarding the 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan, is incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated October 8, 2008, SEC file number 000-00121.*
|
|
10.4
|
|
Form of Incentive Stock Option Agreement regarding the Employee Incentive Stock Option and Non-Qualified Stock Option Plan, is incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated October 8, 2008, SEC file number 000-00121.*
|
|
10.5
|
|
1999 Nonqualified Employee Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xv) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.6
|
|
2004 Israeli Addendum to the 1999 Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(ix) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
10.7
|
|
2001 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xix) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.8
|
|
2004 Israeli Addendum to the 2001 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xii) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
|
10.9
|
|
Officer Incentive Compensation Plan, dated August 2, 2005, is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, SEC file number 000-00121.*
|
|
10.10
|
|
2008 Equity Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A for the annual meeting of shareholders on February 12, 2008, SEC file number 000-00121.*
|
|
10.11
|
|
2009 Equity Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A for the annual meeting of shareholders on February 10, 2009.*
|
|
10.12
|
|
Amendment No. 1 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 15, 2009, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 18, 2009.*
|
|
10.13
|
|
Amendment No. 2 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 30, 2009, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 18, 2009.*
|
|
10.14
|
|
Amendment No. 3 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 21, 2012.*
|
|
10.15
|
|
Form of Officer Restricted Share Unit Award Agreement regarding the 2009 Equity Plan, is incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated December 9, 2010.*
|
|
10.16
|
|
Form of Officer Restricted Share Unit Award Agreement regarding the 2009 Equity Plan.*
|
|
10.17
|
|
Kulicke & Soffa Industries, Inc. Executive Severance Pay Plan, dated as of August 9, 2011, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.18
|
|
Kulicke & Soffa Industries, Inc. Officer Severance Pay Plan, dated as of August 9, 2011, is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.19
|
|
Form of Change of Control Agreement, dated as of March 25, 2009, is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 31, 2009.*
|
|
10.20
|
|
Form of Change of Control Agreement, is incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.21
|
|
Offer Letter between the Company and Bruno Guilmart dated August 6, 2010, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 6, 2010.*
|
|
10.22
|
|
Offer Letter between the Company and Jonathan H. Chou, dated November 16, 2010, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 16, 2010.*
|
|
10.23
|
|
Form of Officer Strategic Performance Share Unit Award Agreement regarding the 2009 Equity Plan is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2012.*
|
|
10.23
|
|
Form of Director Indemnification Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2013.*
|
|
10.25
|
|
Lease Agreement between DBS Trustee Limited, as trustee of Mapletree Industrial Trust, and the Kulicke & Soffa Pte. Ltd, dated December 1, 2013, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2013.
|
|
10.26
|
|
Lease Agreement Variation Letter between DBS Trustee Limited, as trustee of Mapletree Industrial Trust, and the Kulicke & Soffa Pte. Ltd, dated December 1, 2013, is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2013.
|
|
10.27
|
|
Form of Officer Indemnification Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2013.*
|
Fiscal 2015:
|
Beginning of period
|
|
Charged to Costs and Expenses
|
|
Other Additions
|
|
Other Deductions
|
|
End of period
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
143
|
|
|
$
|
478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
$
|
621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory reserve
|
$
|
13,863
|
|
|
$
|
3,978
|
|
|
$
|
7,696
|
|
|
$
|
(6,464
|
)
|
(2)
|
$
|
19,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation allowance for deferred taxes
|
$
|
24,624
|
|
|
$
|
2,634
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2014:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
504
|
|
|
$
|
(320
|
)
|
|
$
|
—
|
|
|
$
|
(41
|
)
|
(1)
|
$
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory reserve
|
$
|
14,120
|
|
|
$
|
3,060
|
|
|
$
|
—
|
|
|
$
|
(3,317
|
)
|
(2)
|
$
|
13,863
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation allowance for deferred taxes
|
$
|
26,444
|
|
|
$
|
(1,820
|
)
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,624
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
937
|
|
|
$
|
(371
|
)
|
|
$
|
—
|
|
|
$
|
(62
|
)
|
(1)
|
$
|
504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory reserve
|
$
|
18,617
|
|
|
$
|
3,561
|
|
|
$
|
—
|
|
|
$
|
(8,058
|
)
|
(2)
|
$
|
14,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Valuation allowance for deferred taxes
|
$
|
25,015
|
|
|
$
|
1,429
|
|
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1)
|
Represents write-offs of specific accounts receivable.
|
|||||||||||||||||||
(2)
|
Sale or scrap of previously reserved inventory.
|
|||||||||||||||||||
(3)
|
Reflects increase/decrease in the valuation allowance primarily associated with the Company's U.S. and foreign net operating losses and other deferred tax assets.
|
|
|
KULICKE AND SOFFA INDUSTRIES, INC.
|
|
|
|
|
By:
|
/s/ JONATHAN CHOU
|
|
|
Jonathan Chou
|
|
|
Interim Chief Executive Officer
|
|
|
|
|
Dated:
|
November 18, 2015
|
Signature
|
Title
|
Date
|
|
|
|
/s/ JONATHAN CHOU
|
Senior Vice President, Interim Chief Executive Officer, and Chief Financial Officer
|
November 18, 2015
|
Jonathan Chou
|
(principal executive officer, principal financial officer and principal accounting officer)
|
|
|
|
|
/s/ GARRETT E. PIERCE
|
Director
|
November 18, 2015
|
Garrett E. Pierce
|
|
|
|
|
|
/s/ BRIAN R. BACHMAN
|
Director
|
November 18, 2015
|
Brian R. Bachman
|
|
|
|
|
|
/s/ CHIN HU LIM
|
Director
|
November 18, 2015
|
Chin Hu Lim
|
|
|
|
|
|
/s/ GREGORY F. MILZCIK
|
Director
|
November 18, 2015
|
Gregory F. Milzcik
|
|
|
|
|
|
/s/ MUI SUNG YEO
|
Director
|
November 18, 2015
|
Mui Sung Yeo
|
|
|
|
|
|
/s/ PETER T. KONG
|
Director
|
November 18, 2015
|
Peter T. Kong
|
|
|
EXHIBIT NUMBER
|
|
ITEM
|
|
3.1
|
|
The Company's Amended and Restated Articles of Incorporation, dated December 5, 2007, is incorporated herein by reference to Exhibit 3(i) to the Company's Annual Report on Form 10-K for the fiscal year ended September 29, 2007, SEC file number 000-00121.
|
|
3.2
|
|
The Company's Amended and Restated By-Laws, dated October 22, 2015, is incorporated herein by reference to Exhibit 3(ii) to the Company's Current Report on Form 8-K dated October 22, 2015.
|
|
4.1
|
|
Specimen Common Share Certificate of Kulicke and Soffa Industries Inc., is incorporated herein by reference to Exhibit 4 to the Company's Form-8A12G/A dated September 11, 1995, SEC file number 000-00121.
|
|
10.1
|
|
1997 Non-Qualified Stock Option Plan for Non-Employee Directors (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(vi) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.2
|
|
2004 Israeli Addendum to 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(vii) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
|
10.3
|
|
Form of Nonqualified Stock Option Agreement regarding the 1998 Employee Incentive Stock Option and Non-Qualified Stock Option Plan, is incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K dated October 8, 2008, SEC file number 000-00121.*
|
|
10.4
|
|
Form of Incentive Stock Option Agreement regarding the Employee Incentive Stock Option and Non-Qualified Stock Option Plan, is incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K dated October 8, 2008, SEC file number 000-00121.*
|
|
10.5
|
|
1999 Nonqualified Employee Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xv) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.6
|
|
2004 Israeli Addendum to the 1999 Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(ix) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
|
10.7
|
|
2001 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xix) to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2003, SEC file number 000-00121.*
|
|
10.8
|
|
2004 Israeli Addendum to the 2001 Employee Incentive Stock Option and Non-Qualified Stock Option Plan (as amended and restated effective March 21, 2003), is incorporated herein by reference to Exhibit 10(xii) to the Company's Post-Effective Amendment No.4 on Form S-1 to the Registration Statement on Form S-3 filed on December 14, 2004, SEC file number 333-111478.*
|
|
10.9
|
|
Officer Incentive Compensation Plan, dated August 2, 2005, is incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005, SEC file number 000-00121.*
|
|
10.10
|
|
2008 Equity Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A for the annual meeting of shareholders on February 12, 2008, SEC file number 000-00121.*
|
|
10.11
|
|
2009 Equity Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement on Schedule 14A for the annual meeting of shareholders on February 10, 2009.*
|
|
10.12
|
|
Amendment No. 1 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 15, 2009, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 18, 2009.*
|
|
10.13
|
|
Amendment No. 2 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 30, 2009, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 18, 2009.*
|
|
10.14
|
|
Amendment No. 3 to the Kulicke and Soffa Industries, Inc. 2009 Equity Plan, effective September 21, 2012.*
|
10.15
|
|
Form of Officer Restricted Share Unit Award Agreement regarding the 2009 Equity Plan, is incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K dated December 9, 2010.*
|
|
10.16
|
|
Form of Officer Restricted Share Unit Award Agreement regarding the 2009 Equity Plan.*
|
|
10.17
|
|
Kulicke & Soffa Industries, Inc. Executive Severance Pay Plan, dated as of August 9, 2011, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.18
|
|
Kulicke & Soffa Industries, Inc. Officer Severance Pay Plan, dated as of August 9, 2011, is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.19
|
|
Form of Change of Control Agreement, dated as of March 25, 2009, is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 31, 2009.*
|
|
10.2
|
|
Form of Change of Control Agreement, is incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on August 12, 2011.*
|
|
10.21
|
|
Offer Letter between the Company and Bruno Guilmart dated August 6, 2010, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 6, 2010.*
|
|
10.22
|
|
Offer Letter between the Company and Jonathan H. Chou, dated November 16, 2010, is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated November 16, 2010.*
|
|
10.23
|
|
Form of Officer Strategic Performance Share Unit Award Agreement regarding the 2009 Equity Plan is incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2012.*
|
|
10.24
|
|
Form of Director Indemnification Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2013.*
|
|
10.25
|
|
Lease Agreement between DBS Trustee Limited, as trustee of Mapletree Industrial Trust, and the Kulicke & Soffa Pte. Ltd, dated December 1, 2013, is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2013.
|
|
10.26
|
|
Lease Agreement Variation Letter between DBS Trustee Limited, as trustee of Mapletree Industrial Trust, and the Kulicke & Soffa Pte. Ltd, dated December 1, 2013, is incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 5, 2013.
|
|
10.27
|
|
Form of Officer Indemnification Agreement is incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 11, 2013.*
|
|
10.28
|
|
Amended and Restated Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on May 8, 2014.*
|
|
10.29
|
|
Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 18, 2014.*
|
|
10.30
|
|
Share Sale and Purchase Agreement between Kulicke & Soffa Holdings, B.V. and Assembléon Holding B.V., dated December 29, 2014, incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014.
|
|
10.31
|
|
Offer Letter between the Company and Deepak Sood, dated October 25, 2012, incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014.*
|
|
10.32
|
|
Offer Letter between the Company and Yih Neng Lee, dated June 21, 2013, incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014.*
|
|
10.33
|
|
Offer Letter between the Company and Irene Lee, dated January 28, 2014, incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014.*
|
|
10.34
|
|
Incentive Compensation Plan, incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 25, 2015.*
|
|
10.35
|
|
Kulicke & Soffa Industries, Inc. 2009 Equity Plan Restricted Share Unit Award Agreement.*
|
|
21
|
|
Subsidiaries of the Company.
|
|
23
|
|
Consent of PricewaterhouseCoopers LLP (Independent Registered Public Accounting Firm).
|
|
31.1
|
|
Certification of Jonathan Chou, interim Chief Executive Officer of Kulicke and Soffa Industries, Inc., pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|
1.
|
Grant of Restricted Share Units
. The Company hereby grants to the Participant an Award of 100,000 Restricted Share Units. Upon fulfillment of the requirements set forth below, the Participant shall have the right to receive one share of Common Stock of the Company (“Share”) for each earned Restricted Share Unit. This grant is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding grants of Restricted Share Units). Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of any conflict with any other terms of this Agreement.
|
2.
|
Restricted Share Unit Vesting
. Except as otherwise provided herein, provided that the Participant remains in continuous service through the applicable vesting date, the Participant shall vest in the Restricted Share Units granted under this Agreement (as stated in Paragraph 1), as follows:
|
a.
|
If the Participant remains employed as the Chief Executive Officer of the Company until the third anniversary of the Award Date, all of the Restricted Share Units shall vest.
|
b.
|
If a person other than the Participant is employed as the Chief Executive Officer of the Company prior to the third anniversary of the Award Date, then a portion of the Restricted Share Units shall vest based on the number of whole or partial months Participant served as Chief Executive Officer from the award date to the effectiveness of the appointment of the new Chief Executive Officer. For example, if the Participant serves as Chief Executive Officer for eight and one half months, 9/36 of the Restricted Share Units granted under this Agreement shall vest at the subsequent month end.
|
c.
|
50 percent of the Restricted Share Units that do not vest in accordance with subparagraph (b) above, if any, shall vest on the third anniversary of the Award Date.
|
3.
|
Delivery of Shares upon Vesting
. For each vested Restricted Share Unit, one Share shall be delivered to the Participant as soon as administratively practicable following the vesting date, but no later than the fifteenth day of the third month following the end of the calendar year in which such vesting date occurs.
|
4.
|
Termination of Service
. Subject to the following paragraph, if the Participant terminates employment with the Company and Related Corporations for any reason (including death and Disability), all unvested Restricted Share Units at the time of such termination of employment shall be forfeited.
|
5.
|
Adjustment in Capitalization
. In the event any stock dividend, stock split, or similar change in the capitalization of the Company affects the number of issued Shares such that an adjustment is required in order to preserve, or to prevent the enlargement of, the benefits or potential benefits intended to be made available under this Award, then the number of Restricted Share Units shall be proportionately adjusted as provided under the terms of the Plan. Unless the Committee determines otherwise, the number of Restricted Share Units subject to this Award shall always be a whole number.
|
6.
|
Certain Corporate Transactions
. In the event of a corporate transaction (as, for example, a merger, consolidation, acquisition of property or stock, separation, reorganization, or liquidation), each outstanding Award shall be assumed by the surviving or successor entity; provided, however, that in the event of a proposed corporate transaction, the Committee may terminate all or a portion of any outstanding Award, if it determines that such termination is in the best interests of the Company.
|
7.
|
Change in Control
. Notwithstanding any other provisions of this Agreement, in the event a Change in Control (as defined in the Plan) occurs and the surviving or successor entity does not agree to assume the Restricted Share Unit Award, Shares covered by the Restricted Share Unit Award not previously forfeited shall become fully vested and such Shares shall be delivered to the Participant. If the surviving or successor entity agrees to assume the outstanding Restricted Share Unit Award and the Participant is terminated without Cause (as defined in the Plan) prior to the twenty-four (24) month anniversary of the Change in Control, then as of the date of such termination of employment, Shares covered by the Restricted Share Unit Award not previously forfeited shall become fully vested and such Shares shall be delivered to the Participant.
|
8.
|
Restrictions on Transfer
. Restricted Share Units may not be sold, assigned, hypothecated, pledged or otherwise transferred or encumbered in any manner except by will or the laws of descent and distribution.
|
9.
|
Withholding of Taxes
. The obligation of the Company to deliver Shares shall be subject to applicable Federal, state and local tax withholding requirements. The Committee may require the Participant to remit to the Company an amount sufficient to satisfy the withholding requirements or may, in its discretion, permit or require the Participant, subject to the provisions of the Plan and withholding rules established by the Committee, to satisfy the withholding tax, in whole or in part, by electing to have the Company withhold Shares (or by returning previously acquired Shares to the Company). Such election must be made in compliance with and subject to the withholding rules, and the Company may limit the number of Shares withheld to satisfy the minimum tax withholding requirements to the extent necessary to avoid adverse accounting consequences.
|
10.
|
No Rights as a Shareholder
. Until Shares are issued, if at all, in satisfaction of the Company’s obligations under this Award, in the time and manner specified above, the Participant shall have no rights as a shareholder.
|
11.
|
No Right to Continued Employment
. Neither the execution and delivery hereof nor the granting of the Award shall constitute or be evidence of any agreement or understanding, express or implied, on the part of the Company or any of its Related Corporations to employ or continue the employment of the Participant for any period.
|
12.
|
Governing Law
. The Award and the legal relations between the parties shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without reference to the principles of conflicts of law).
|
13.
|
Signature in Counterpart
. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.
|
14.
|
Binding Effect; Benefits
. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the Company or the Participant or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
|
15.
|
Amendment
. This Agreement may not be altered, modified or amended except by a written instrument signed by the Company and the Participant.
|
16.
|
Sections and Other Headings
. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
|
Name
|
|
Jurisdiction of Incorporation
|
|
|
|
Kulicke and Soffa Pte. Ltd.
|
|
Singapore
|
|
|
|
Kulicke and Soffa Global Holdings Corporation
|
|
Labuan, Malaysia
|
|
|
|
Kulicke and Soffa Holding Company Pte. Ltd.
|
|
Singapore
|
|
|
|
Kulicke and Soffa Foreign Investments, Inc.
|
|
Delaware
|
|
|
|
Kulicke and Soffa (Israel) Ltd.
|
|
Israel
|
|
|
|
Kulicke and Soffa (Suzhou) Ltd.
|
|
China
|
(1)
|
Certain subsidiaries are omitted; however, such subsidiaries, even if combined into one subsidiary, would not constitute a “significant subsidiary” within the meaning of Regulation S-X.
|
|
1.
|
I have reviewed this annual report on Form 10-K of Kulicke and Soffa Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: November 18, 2015
|
By:
|
/s/ JONATHAN CHOU
|
|
|
Jonathan Chou
|
|
|
Interim Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Kulicke and Soffa Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: November 18, 2015
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By:
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/s/ JONATHAN CHOU
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Jonathan Chou
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Senior Vice President and Chief Financial Officer
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1.
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the Annual Report on Form 10-K of Kulicke and Soffa Industries, Inc. for the fiscal year ended
October 3, 2015
(the “Fiscal 2015 Form 10-K”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Fiscal 2015 Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Kulicke and Soffa Industries, Inc.
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Date: November 18, 2015
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By:
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/s/ JONATHAN CHOU
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Jonathan Chou
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Interim Executive Officer
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1.
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the Annual Report on Form 10-K of Kulicke and Soffa Industries, Inc. for the fiscal year ended
October 3, 2015
(the “Fiscal 2015 Form 10-K”), which this certification accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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the information contained in the Fiscal 2015 Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Kulicke and Soffa Industries, Inc.
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Date: November 18, 2015
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By:
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/s/ JONATHAN CHOU
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Jonathan Chou
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Senior Vice President and Chief Financial Officer
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