x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
[ ]
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Non-accelerated filer
[ ]
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Smaller reporting company
[ ]
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|
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(Do not check if a smaller reporting company)
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|
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Page Number
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|
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PART I - FINANCIAL INFORMATION
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||
|
|
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Item 1.
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FINANCIAL STATEMENTS (Unaudited)
|
|
|
|
|
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Consolidated Condensed Balance Sheets as of December 31, 2016 and October 1, 2016
|
|
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Consolidated Condensed Statements of Operations for the three months ended December 31, 2016 and January 2, 2016
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Consolidated Condensed Statements of Comprehensive Income for the three months ended December 31, 2016 and January 2, 2016
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Consolidated Condensed Statements of Cash Flows for the three months ended December 31, 2016 and January 2, 2016
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Notes to Consolidated Condensed Financial Statements
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Item 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Item 3.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Item 4.
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CONTROLS AND PROCEDURES
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PART II - OTHER INFORMATION
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Item 1A.
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RISK FACTORS
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Item 6.
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EXHIBITS
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SIGNATURES
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As of
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||||||
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December 31, 2016
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October 1, 2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
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$
|
577,426
|
|
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$
|
547,907
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Accounts and other receivable, net of allowance for doubtful accounts of $206 and $506 respectively
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118,095
|
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130,455
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||
Inventories, net
|
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83,792
|
|
|
87,295
|
|
||
Prepaid expenses and other current assets
|
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14,348
|
|
|
15,285
|
|
||
Total current assets
|
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793,661
|
|
|
780,942
|
|
||
|
|
|
|
|
|
|||
Property, plant and equipment, net
|
|
49,635
|
|
|
50,342
|
|
||
Goodwill
|
|
81,272
|
|
|
81,272
|
|
||
Intangible assets
|
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49,287
|
|
|
50,810
|
|
||
Other assets
|
|
18,905
|
|
|
19,078
|
|
||
TOTAL ASSETS
|
|
$
|
992,760
|
|
|
$
|
982,444
|
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
46,349
|
|
|
$
|
41,813
|
|
Accrued expenses and other current liabilities
|
|
55,865
|
|
|
63,954
|
|
||
Income taxes payable
|
|
12,996
|
|
|
12,830
|
|
||
Total current liabilities
|
|
115,210
|
|
|
118,597
|
|
||
|
|
|
|
|
||||
Financing obligation
|
|
15,579
|
|
|
16,701
|
|
||
Deferred income taxes
|
|
28,434
|
|
|
27,697
|
|
||
Other liabilities
|
|
13,068
|
|
|
12,931
|
|
||
TOTAL LIABILITIES
|
|
$
|
172,291
|
|
|
$
|
175,926
|
|
|
|
|
|
|
||||
Commitments and contingent liabilities (Note 13)
|
|
|
|
|
|
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|
|
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|
||||
SHAREHOLDERS' EQUITY:
|
|
|
|
|
|
|
||
Preferred stock, without par value:
|
|
|
|
|
|
|
||
Authorized 5,000 shares; issued - none
|
|
$
|
—
|
|
|
$
|
—
|
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Common stock, no par value:
|
|
|
|
|
|
|
||
Authorized 200,000 shares; issued 83,752 and 83,231, respectively; outstanding 70,941 and 70,420 shares, respectively
|
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502,561
|
|
|
498,676
|
|
||
Treasury stock, at cost, 12,811 and 12,811 shares, respectively
|
|
(139,407
|
)
|
|
(139,407
|
)
|
||
Retained earnings
|
|
465,558
|
|
|
449,975
|
|
||
Accumulated other comprehensive loss
|
|
(8,243
|
)
|
|
(2,726
|
)
|
||
TOTAL SHAREHOLDERS' EQUITY
|
|
$
|
820,469
|
|
|
$
|
806,518
|
|
|
|
|
|
|
||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
992,760
|
|
|
$
|
982,444
|
|
|
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Three months ended
|
||||||
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December 31, 2016
|
|
January 2, 2016
|
||||
Net revenue
|
|
$
|
149,639
|
|
|
$
|
108,534
|
|
Cost of sales
|
|
81,321
|
|
|
58,113
|
|
||
Gross profit
|
|
68,318
|
|
|
50,421
|
|
||
Selling, general and administrative
|
|
29,532
|
|
|
27,932
|
|
||
Research and development
|
|
21,505
|
|
|
24,194
|
|
||
Operating expenses
|
|
51,037
|
|
|
52,126
|
|
||
Income / (Loss) from operations
|
|
17,281
|
|
|
(1,705
|
)
|
||
Interest income
|
|
1,172
|
|
|
622
|
|
||
Interest expense
|
|
(262
|
)
|
|
(273
|
)
|
||
Income / (Loss) from operations before income taxes
|
|
18,191
|
|
|
(1,356
|
)
|
||
Income tax expense / (benefit)
|
|
2,608
|
|
|
(1,265
|
)
|
||
Net income / (loss)
|
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
|
|
|
||
Basic
|
|
$
|
0.22
|
|
|
$
|
—
|
|
Diluted
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||
Basic
|
|
70,854
|
|
|
70,738
|
|
||
Diluted
|
|
71,763
|
|
|
70,738
|
|
|
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Three months ended
|
||||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Net income / (loss)
|
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
Other comprehensive income:
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(4,581
|
)
|
|
(1,130
|
)
|
||
Unrecognized actuarial gain, Switzerland pension plan, net of tax
|
|
127
|
|
|
28
|
|
||
|
|
(4,454
|
)
|
|
(1,102
|
)
|
||
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
||||
Unrealized loss on derivative instruments, net of tax
|
|
(1,592
|
)
|
|
(187
|
)
|
||
Reclassification adjustment for loss on derivative instruments recognized, net of tax
|
|
529
|
|
|
89
|
|
||
Net decrease from derivatives designated as hedging instruments, net of tax
|
|
(1,063
|
)
|
|
(98
|
)
|
||
|
|
|
|
|
||||
Total other comprehensive loss
|
|
(5,517
|
)
|
|
(1,200
|
)
|
||
|
|
|
|
|
||||
Comprehensive income / (loss)
|
|
$
|
10,066
|
|
|
$
|
(1,291
|
)
|
|
|
Three months ended
|
||||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net income / (loss)
|
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
3,944
|
|
|
4,051
|
|
||
Equity-based compensation and employee benefits
|
|
3,601
|
|
|
62
|
|
||
Excess tax benefits from stock-based compensation arrangements
|
|
—
|
|
|
(363
|
)
|
||
Adjustment for doubtful accounts
|
|
(53
|
)
|
|
—
|
|
||
Adjustment for inventory valuation
|
|
1,058
|
|
|
1,357
|
|
||
Deferred income taxes
|
|
840
|
|
|
(1,989
|
)
|
||
Loss / (Gain) on disposal of property, plant and equipment
|
|
44
|
|
|
(37
|
)
|
||
Unrealized foreign currency translation
|
|
(7,020
|
)
|
|
(1,510
|
)
|
||
Changes in operating assets and liabilities, net of assets and liabilities assumed in business combinations:
|
|
|
|
|
|
|
||
Accounts and other receivable
|
|
12,517
|
|
|
7
|
|
||
Inventory
|
|
2,339
|
|
|
8,077
|
|
||
Prepaid expenses and other current assets
|
|
1,105
|
|
|
(417
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
|
(3,223
|
)
|
|
(623
|
)
|
||
Income taxes payable
|
|
156
|
|
|
(1,080
|
)
|
||
Other, net
|
|
(842
|
)
|
|
250
|
|
||
Net cash provided by operating activities
|
|
30,049
|
|
|
7,694
|
|
||
|
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
|
(2,676
|
)
|
|
(1,727
|
)
|
||
Proceeds from sales of property, plant and equipment
|
|
17
|
|
|
115
|
|
||
Net cash used in investing activities
|
|
(2,659
|
)
|
|
(1,612
|
)
|
||
|
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Payment on debts
|
|
(142
|
)
|
|
(125
|
)
|
||
Proceeds from exercise of common stock options
|
|
284
|
|
|
177
|
|
||
Repurchase of common stock
|
|
—
|
|
|
(12,840
|
)
|
||
Excess tax benefits from stock-based compensation arrangements
|
|
—
|
|
|
363
|
|
||
Net cash provided by/ (used in) financing activities
|
|
142
|
|
|
(12,425
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,987
|
|
|
664
|
|
||
Changes in cash and cash equivalents
|
|
29,519
|
|
|
(5,679
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
547,907
|
|
|
498,614
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
577,426
|
|
|
$
|
492,935
|
|
|
|
|
|
|
||||
CASH PAID FOR:
|
|
|
|
|
|
|
||
Interest
|
|
$
|
262
|
|
|
$
|
273
|
|
Income taxes
|
|
$
|
1,594
|
|
|
$
|
1,873
|
|
|
Three months ended
|
||||||||||||||
|
December 31, 2016
|
||||||||||||||
(in thousands)
|
Beginning of period
(1)
|
|
Expenses
(2)
|
|
Payments
|
|
End of period
(1)
|
||||||||
Severance and benefits
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
Other exit costs
|
6,525
|
|
|
—
|
|
|
(2,892
|
)
|
|
3,633
|
|
||||
|
6,562
|
|
|
—
|
|
|
(2,929
|
)
|
|
3,633
|
|
|
Three months ended
|
||||||||||||||
|
January 2, 2016
|
||||||||||||||
(in thousands)
|
Beginning of period
(1)
|
|
Expenses
(2)
|
|
Payments
|
|
End of period
(1)
|
||||||||
Severance and benefits
|
$
|
1,538
|
|
|
$
|
615
|
|
|
$
|
(1,488
|
)
|
|
$
|
665
|
|
(1)
|
Included within accrued expenses and other current liabilities on the Consolidated Condensed Balance Sheets.
|
(2)
|
Provision for severance and benefits and other exit costs are included within selling, general and administrative expenses on the Consolidated Condensed Statements of Operations.
|
|
|
As of
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
||||
Inventories, net:
|
|
|
|
|
|
|
||
Raw materials and supplies
(1)
|
|
$
|
26,418
|
|
|
$
|
26,876
|
|
Work in process
(1)
|
|
16,909
|
|
|
24,333
|
|
||
Finished goods
(1)
|
|
60,770
|
|
|
57,166
|
|
||
|
|
104,097
|
|
|
108,375
|
|
||
Inventory reserves
|
|
(20,305
|
)
|
|
(21,080
|
)
|
||
|
|
$
|
83,792
|
|
|
$
|
87,295
|
|
Property, plant and equipment, net:
|
|
|
|
|
|
|
||
Buildings and building improvements
|
|
$
|
34,150
|
|
|
$
|
34,472
|
|
Leasehold improvements
|
|
14,759
|
|
|
19,963
|
|
||
Data processing equipment and software
(1)
|
|
33,622
|
|
|
32,975
|
|
||
Machinery, equipment, furniture and fixtures
|
|
59,858
|
|
|
54,730
|
|
||
|
|
142,389
|
|
|
142,140
|
|
||
Accumulated depreciation
(1)
|
|
(92,754
|
)
|
|
(91,798
|
)
|
||
|
|
$
|
49,635
|
|
|
$
|
50,342
|
|
Accrued expenses and other current liabilities:
|
|
|
|
|
|
|
||
Wages and benefits
|
|
$
|
18,044
|
|
|
$
|
24,248
|
|
Accrued customer obligations
(2)
|
|
12,495
|
|
|
13,077
|
|
||
Commissions and professional fees
|
|
9,918
|
|
|
10,908
|
|
||
Deferred rent
|
|
2,868
|
|
|
2,920
|
|
||
Severance
(3)
|
|
1,150
|
|
|
1,296
|
|
||
Other
|
|
11,390
|
|
|
11,505
|
|
||
|
|
$
|
55,865
|
|
|
$
|
63,954
|
|
(1)
|
Certain balances as at October 1, 2016 relating to Inventories and Property, plant and equipment have been reclassified for comparative purposes. These reclassifications have no impact to the Consolidated Condensed Balance Sheet as at October 1, 2016.
|
(2)
|
Represents customer advance payments, customer credit program, accrued warranty expense and accrued retrofit obligations.
|
(3)
|
Includes the restructuring plan discussed in Note 2, severance payable in connection with the October 2015 retirement of the Company's CEO of
$0.6 million
(as of October 1, 2016:
$0.8 million
), and other severance payments.
|
|
|
As of
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
||||
Goodwill
|
|
$
|
81,272
|
|
|
$
|
81,272
|
|
|
|
As of
|
|
Average estimated
|
||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
|
useful lives
(in years)
|
||||
Developed technology
|
|
$
|
74,080
|
|
|
$
|
74,080
|
|
|
7.0 to 15.0
|
Accumulated amortization
|
|
(38,652
|
)
|
|
(37,969
|
)
|
|
|
||
Net developed technology
|
|
$
|
35,428
|
|
|
$
|
36,111
|
|
|
|
|
|
|
|
|
|
|
||||
Customer relationships
|
|
$
|
36,968
|
|
|
$
|
36,968
|
|
|
5.0 to 6.0
|
Accumulated amortization
|
|
(25,191
|
)
|
|
(24,455
|
)
|
|
|
||
Net customer relationships
|
|
$
|
11,777
|
|
|
$
|
12,513
|
|
|
|
|
|
|
|
|
|
|
||||
Trade and brand names
|
|
$
|
7,515
|
|
|
$
|
7,515
|
|
|
7.0 to 8.0
|
Accumulated amortization
|
|
(5,433
|
)
|
|
(5,329
|
)
|
|
|
||
Net trade and brand name
|
|
$
|
2,082
|
|
|
$
|
2,186
|
|
|
|
|
|
|
|
|
|
|
||||
Other intangible assets
|
|
$
|
2,500
|
|
|
$
|
2,500
|
|
|
1.9
|
Accumulated amortization
|
|
(2,500
|
)
|
|
(2,500
|
)
|
|
|
||
Net other intangible assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Net intangible assets
|
|
$
|
49,287
|
|
|
$
|
50,810
|
|
|
|
|
As of
|
||
(in thousands)
|
December 31, 2016
|
||
Remaining fiscal 2017
|
$
|
4,565
|
|
Fiscal 2018
|
6,086
|
|
|
Fiscal 2019
|
6,086
|
|
|
Fiscal 2020
|
6,086
|
|
|
Fiscal 2021 and onwards
|
26,464
|
|
|
Total amortization expense
|
$
|
49,287
|
|
(in thousands)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
173,540
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
173,540
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
100,725
|
|
|
—
|
|
|
—
|
|
|
100,725
|
|
||||
Time deposits
|
258,161
|
|
|
—
|
|
|
—
|
|
|
258,161
|
|
||||
Commercial paper
|
45,000
|
|
|
—
|
|
|
—
|
|
|
45,000
|
|
||||
Total cash and cash equivalents
|
$
|
577,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
577,426
|
|
(in thousands)
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
118,335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118,335
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
152,961
|
|
|
—
|
|
|
—
|
|
|
152,961
|
|
||||
Time deposits
|
257,611
|
|
|
—
|
|
|
—
|
|
|
257,611
|
|
||||
Commercial paper
|
19,000
|
|
|
—
|
|
|
—
|
|
|
19,000
|
|
||||
Total cash and cash equivalents
|
$
|
547,907
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
547,907
|
|
|
As of
|
|||||||||||||
(in thousands)
|
December 31, 2016
|
|
October 1, 2016
|
|||||||||||
|
Notional Amount
|
|
Fair Value Liability Derivatives
(1)
|
|
Notional Amount
|
|
Fair Value Liability Derivatives
(1)
|
|||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|||||||
Foreign exchange forward contracts
(2)
|
$
|
25,276
|
|
|
1,525
|
|
|
28,997
|
|
|
462
|
|
||
Total derivatives
|
$
|
25,276
|
|
|
1,525
|
|
|
$
|
28,997
|
|
|
$
|
462
|
|
(1)
|
The fair value of derivative liabilities is measured using level 2 fair value inputs and is included in accrued expenses and other current liabilities on our Consolidated Condensed Balance Sheet.
|
(2)
|
Hedged amounts expected to be recognized to income within the next
twelve
months.
|
(in thousands)
|
|
Three months ended
|
||||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Foreign exchange forward contract in cash flow hedging relationships:
|
|
|
|
|
||||
Net loss recognized in OCI, net of tax
(1)
|
|
$
|
(1,592
|
)
|
|
$
|
(187
|
)
|
Net loss reclassified from accumulated OCI into income, net of tax
(2)
|
|
$
|
(529
|
)
|
|
$
|
(89
|
)
|
Net gain recognized in income
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Net change in the fair value of the effective portion classified in other comprehensive income (“OCI”).
|
(2)
|
Effective portion classified as selling, general and administrative expense.
|
(3)
|
Ineffective portion and amount excluded from effectiveness testing classified in selling, general and administrative expense.
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Cash
|
|
$
|
413
|
|
|
$
|
393
|
|
|
|
As of
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
||||
(Loss) / Gain from foreign currency translation adjustments
|
|
$
|
(4,119
|
)
|
|
$
|
462
|
|
Unrecognized actuarial loss Switzerland pension plan, net of tax
|
|
(2,599
|
)
|
|
(2,726
|
)
|
||
Unrealized loss on hedging
|
|
(1,525
|
)
|
|
(462
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(8,243
|
)
|
|
$
|
(2,726
|
)
|
•
|
Market-based restricted stock entitles the employee to receive common shares of the Company on the award vesting date, if market performance objectives that 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 GICS (45301020) 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.
|
|
|
Three months ended
|
||||
(shares in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||
Market-based restricted stock
|
|
373
|
|
|
166
|
|
Time-based restricted stock
|
|
696
|
|
|
571
|
|
Common stock
|
|
14
|
|
|
—
|
|
Equity-based compensation in shares
|
|
1,083
|
|
|
737
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Cost of sales
|
|
$
|
141
|
|
|
$
|
128
|
|
Selling, general and administrative
(1)
|
|
2,734
|
|
|
(770
|
)
|
||
Research and development
|
|
727
|
|
|
704
|
|
||
Total equity-based compensation expense
|
|
$
|
3,602
|
|
|
$
|
62
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Market-based restricted stock
|
|
$
|
933
|
|
|
$
|
(1,381
|
)
|
Time-based restricted stock
|
|
2,489
|
|
|
1,486
|
|
||
Performance-based restricted stock
|
|
—
|
|
|
(43
|
)
|
||
Common stock
|
|
180
|
|
|
—
|
|
||
Total equity-based compensation expense
(1)
|
|
$
|
3,602
|
|
|
$
|
62
|
|
|
|
Three months ended
|
||||||||||||||
(in thousands, except per share data)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
NUMERATOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income / (loss)
|
|
$
|
15,583
|
|
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
|
$
|
(91
|
)
|
DENOMINATOR:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding - Basic
|
|
70,854
|
|
|
70,854
|
|
|
70,738
|
|
|
70,738
|
|
||||
Stock options
|
|
|
|
25
|
|
|
|
|
|
—
|
|
|||||
Time-based restricted stock
|
|
|
|
317
|
|
|
|
|
|
—
|
|
|||||
Market-based restricted stock
|
|
|
|
567
|
|
|
|
|
|
—
|
|
|||||
Weighted average shares outstanding - Diluted
|
|
|
|
|
71,763
|
|
|
|
|
|
70,738
|
|
||||
EPS:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per share - Basic
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Effect of dilutive shares
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
||||
Net income per share - Diluted
|
|
|
|
|
$
|
0.22
|
|
|
|
|
|
$
|
—
|
|
|
Three months ended
|
||||||
(dollar amounts in thousands)
|
December 31, 2016
|
|
January 2, 2016
|
||||
Income (loss) from operations before income taxes
|
$
|
18,191
|
|
|
$
|
(1,356
|
)
|
Income tax expense / (benefit)
|
2,608
|
|
|
(1,265
|
)
|
||
Net income
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
|
|
|
|
||||
Effective tax rate
|
14.3
|
%
|
|
(93.3
|
)%
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Net revenue:
|
|
|
|
|
|
|
||
Equipment
|
|
$
|
132,979
|
|
|
$
|
92,974
|
|
Expendable Tools
|
|
16,660
|
|
|
15,560
|
|
||
Net revenue
|
|
149,639
|
|
|
108,534
|
|
||
Income from operations:
|
|
|
|
|
|
|
||
Equipment
|
|
12,674
|
|
|
(6,426
|
)
|
||
Expendable Tools
|
|
4,607
|
|
|
4,721
|
|
||
Income from operations
|
|
$
|
17,281
|
|
|
$
|
(1,705
|
)
|
|
|
As of
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
||||
Segment assets:
|
|
|
|
|
|
|
||
Equipment
|
|
$
|
912,389
|
|
|
$
|
901,316
|
|
Expendable Tools
|
|
80,371
|
|
|
81,128
|
|
||
Total assets
|
|
$
|
992,760
|
|
|
$
|
982,444
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Capital expenditures:
|
|
|
|
|
|
|
||
Equipment
|
|
$
|
1,604
|
|
|
$
|
1,071
|
|
Expendable Tools
|
|
625
|
|
|
323
|
|
||
Capital expenditures
|
|
$
|
2,229
|
|
|
$
|
1,394
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Depreciation expense:
|
|
|
|
|
|
|
||
Equipment
|
|
$
|
1,890
|
|
|
$
|
1,806
|
|
Expendable Tools
|
|
531
|
|
|
579
|
|
||
Depreciation expense
|
|
$
|
2,421
|
|
|
$
|
2,385
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Reserve for warranty, beginning of period
|
|
$
|
4,138
|
|
|
$
|
1,856
|
|
Provision for warranty
|
|
607
|
|
|
386
|
|
||
Warranty costs paid
|
|
(643
|
)
|
|
(625
|
)
|
||
Reserve for warranty, end of period
|
|
$
|
4,102
|
|
|
$
|
1,617
|
|
|
|
|
|
|
Payments due by fiscal year
|
|||||||||||||||||||
(in thousands)
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
thereafter
|
||||||||||||
Inventory purchase obligation (1)
|
|
$
|
156,971
|
|
|
$
|
156,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations (2)
|
|
26,102
|
|
|
3,791
|
|
|
3,949
|
|
|
3,287
|
|
|
3,175
|
|
|
11,900
|
|
||||||
Total
|
|
$
|
183,073
|
|
|
$
|
160,762
|
|
|
$
|
3,949
|
|
|
$
|
3,287
|
|
|
$
|
3,175
|
|
|
$
|
11,900
|
|
(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).
|
|
|
Three months ended
|
||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||
Samsung
|
|
10.2
|
%
|
|
*
|
|
Haoseng Industrial Company Limited (1)
|
|
*
|
|
|
16.5
|
%
|
|
|
As of
|
||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||
Haoseng Industrial Company Limited (1)
|
|
13.3
|
%
|
|
21.7
|
%
|
Super Power International Ltd (1)
|
|
12.5
|
%
|
|
*
|
|
Xinye Electronics. Co (1)
|
|
10.8
|
%
|
|
*
|
|
•
|
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 electronic assembly equipment and for expendable tools.
|
|
|
Three months ended
|
||||||||||||
|
|
December 31, 2016
|
|
January 2, 2016
|
||||||||||
(dollar amounts in thousands)
|
|
Net revenues
|
|
% of total net revenue
|
|
Net revenues
|
|
% of total net revenue
|
||||||
Equipment
|
|
$
|
132,979
|
|
|
88.9
|
%
|
|
$
|
92,974
|
|
|
85.7
|
%
|
Expendable Tools
|
|
16,660
|
|
|
11.1
|
%
|
|
15,560
|
|
|
14.3
|
%
|
||
|
|
$
|
149,639
|
|
|
100.0
|
%
|
|
$
|
108,534
|
|
|
100.0
|
%
|
Business Line
|
|
Product Name (1)
|
|
Typical Served Market
|
|
|
|
|
|
Ball bonders
|
|
IConn
PS
PLUS
series (2) (3) (4)
|
|
Advanced and ultra fine pitch applications
|
|
|
|
|
|
|
|
IConn
PS
ProCu
PLUS
series
(2) (3) (4)
|
|
High-end copper wire applications demanding advanced process capability and high productivity
|
|
|
|
|
|
|
|
IConn
PS
MEM
PLUS
series (2) (3) (4)
|
|
Memory applications
|
|
|
|
|
|
|
|
ConnX
PS
PLUS
series (2) (3) (4)
|
|
Bonder for low-to-medium pin count applications
|
|
|
|
|
|
|
|
ConnX
PS
LED
PLUS
|
|
LED applications
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
Asterion
TM
EV
|
|
Extended area for battery bonding and dual lane hybrid module bonding
|
|
|
|
|
|
Advanced Packaging
|
|
AT Premier
PLUS
|
|
Advanced wafer level bonding application
|
|
|
|
|
|
|
|
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, 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, WLP, FOWLP, embedded die, SiP, package-on-package ("POP"), and modules
|
Business Line
|
|
Product Name (1)
|
|
Typical Served Market
|
|
|
|
|
|
Electronics Assembly
|
|
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
series: high-performance ball bonders which can be configured for either gold or copper wire.
|
•
|
The IConn
PS
ProCu
PLUS
series: high-performance copper wire ball bonders for advanced wafer nodes at 28 nanometer and below.
|
•
|
The IConn
PS
MEM
PLUS
series: ball bonders designed for the assembly of stacked memory devices.
|
•
|
The ConnX
PS
PLUS
series: cost-performance ball bonders which can be configured for either gold or copper wire.
|
•
|
The ConnX
PS
LED
PLUS
: ball bonders targeted specifically at the fast growing LED 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 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 single row leadframe and high volume power semiconductor applications.
|
◦
|
The
PowerFusion
PS
HL and
PowerFusion
PS
HL
x
: d
esigned for advanced power semiconductor applications.
|
•
|
The Asterion
TM
and Asterion
TM
EV: latest generation hybrid wedge bonder designed for larger area, higher speed and accuracy wedge bonders for power modules, automotive packages, battery applications and other aluminum wedge interconnect applications.
|
•
|
Capillaries: expendable tools used in ball bonders. Made of ceramic and other elements, 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.
|
•
|
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. Wedge tools are used for both wire and ribbon applications.
|
|
|
Three months ended
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Net revenue
|
|
$
|
149,639
|
|
|
$
|
108,534
|
|
|
$
|
41,105
|
|
|
37.9
|
%
|
Cost of sales
|
|
81,321
|
|
|
58,113
|
|
|
23,208
|
|
|
39.9
|
%
|
|||
Gross profit
|
|
68,318
|
|
|
50,421
|
|
|
17,897
|
|
|
35.5
|
%
|
|||
Selling, general and administrative
|
|
29,532
|
|
|
27,932
|
|
|
1,600
|
|
|
5.7
|
%
|
|||
Research and development
|
|
21,505
|
|
|
24,194
|
|
|
(2,689
|
)
|
|
(11.1
|
)%
|
|||
Operating expenses
|
|
51,037
|
|
|
52,126
|
|
|
(1,089
|
)
|
|
(2.1
|
)%
|
|||
Income from operations
|
|
$
|
17,281
|
|
|
$
|
(1,705
|
)
|
|
$
|
18,986
|
|
|
1,113.5
|
%
|
|
|
Three months ended
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
132,979
|
|
|
$
|
92,974
|
|
|
$
|
40,005
|
|
|
43.0
|
%
|
Expendable Tools
|
|
16,660
|
|
|
15,560
|
|
|
1,100
|
|
|
7.1
|
%
|
|||
Total net revenue
|
|
$
|
149,639
|
|
|
$
|
108,534
|
|
|
$
|
41,105
|
|
|
37.9
|
%
|
|
|
December 31, 2016 vs. January 2, 2016
|
||||||||||
|
|
Three months ended
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Equipment
|
|
$
|
(794
|
)
|
|
$
|
40,799
|
|
|
$
|
40,005
|
|
|
|
December 31, 2016 vs. January 2, 2016
|
||||||||||
|
|
Three months ended
|
||||||||||
(in thousands)
|
|
Price
|
|
Volume
|
|
$ Change
|
||||||
Expendable Tools
|
|
$
|
(1,502
|
)
|
|
$
|
2,602
|
|
|
$
|
1,100
|
|
|
|
Three months ended
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Equipment
|
|
$
|
59,136
|
|
|
$
|
41,393
|
|
|
$
|
17,743
|
|
|
42.9
|
%
|
Expendable Tools
|
|
9,182
|
|
|
9,028
|
|
|
154
|
|
|
1.7
|
%
|
|||
Total gross profit
|
|
$
|
68,318
|
|
|
$
|
50,421
|
|
|
$
|
17,897
|
|
|
35.5
|
%
|
|
|
Three months ended
|
|
Basis Point
|
|||||
|
|
December 31, 2016
|
|
January 2, 2016
|
|
Change
|
|||
Equipment
|
|
44.5
|
%
|
|
44.5
|
%
|
|
—
|
|
Expendable Tools
|
|
55.1
|
%
|
|
58.0
|
%
|
|
(290
|
)
|
Total gross margin
|
|
45.7
|
%
|
|
46.5
|
%
|
|
(80
|
)
|
|
December 31, 2016 vs. January 2, 2016
|
|||||||||||||||
|
|
Three months ended
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Equipment
|
|
$
|
(794
|
)
|
|
$
|
1,865
|
|
|
$
|
16,672
|
|
|
$
|
17,743
|
|
|
December 31, 2016 vs. January 2, 2016
|
|||||||||||||||
|
|
Three months ended
|
||||||||||||||
(in thousands)
|
|
Price
|
|
Cost
|
|
Volume
|
|
$ Change
|
||||||||
Expendable Tools
|
|
$
|
(1,502
|
)
|
|
$
|
47
|
|
|
$
|
1,609
|
|
|
$
|
154
|
|
|
|
Three months ended
|
|
Basis point
|
|||||
|
|
December 31, 2016
|
|
January 2, 2016
|
|
change
|
|||
Selling, general & administrative
|
|
19.7
|
%
|
|
25.7
|
%
|
|
(600
|
)
|
Research & development
|
|
14.4
|
%
|
|
22.3
|
%
|
|
(790
|
)
|
Total
|
|
34.1
|
%
|
|
48.0
|
%
|
|
(1,390
|
)
|
|
|
Three months ended
|
|
|
|
|
|||||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
|
$ Change
|
|
% Change
|
|||||||
Interest income
|
|
$
|
1,172
|
|
|
$
|
622
|
|
|
$
|
550
|
|
|
88.4
|
%
|
Interest expense
|
|
$
|
(262
|
)
|
|
$
|
(273
|
)
|
|
$
|
11
|
|
|
(4.0
|
)%
|
|
|
Three months ended
|
||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Income from operations before income taxes
|
|
$
|
18,191
|
|
|
$
|
(1,356
|
)
|
Income tax expense / (benefit)
|
|
2,608
|
|
|
(1,265
|
)
|
||
Net income
|
|
$
|
15,583
|
|
|
$
|
(91
|
)
|
Effective tax rate
|
|
14.3
|
%
|
|
(93.3
|
)%
|
|
|
As of
|
|
|
||||||||
(dollar amounts in thousands)
|
|
December 31, 2016
|
|
October 1, 2016
|
|
Change
|
||||||
Cash and cash equivalents
|
|
$
|
577,426
|
|
|
$
|
547,907
|
|
|
$
|
29,519
|
|
Percentage of total assets
|
|
58.2
|
%
|
|
55.8
|
%
|
|
|
|
|
|
Three months ended
|
||||||
(in thousands)
|
|
December 31, 2016
|
|
January 2, 2016
|
||||
Net cash provided by operating activities
|
|
$
|
30,049
|
|
|
$
|
7,694
|
|
Net cash used in investing activities
|
|
(2,659
|
)
|
|
(1,612
|
)
|
||
Net cash provided by / (used in) financing activities
|
|
142
|
|
|
(12,425
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,987
|
|
|
664
|
|
||
Changes in cash and cash equivalents
|
|
$
|
29,519
|
|
|
$
|
(5,679
|
)
|
Cash and cash equivalents, beginning of period
|
|
547,907
|
|
|
498,614
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
577,426
|
|
|
$
|
492,935
|
|
|
|
|
|
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
|
|
$
|
3,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,246
|
|
Severance (1)
|
|
2,757
|
|
|
—
|
|
|
715
|
|
|
—
|
|
|
2,042
|
|
|||||
Operating lease retirement obligations (2)
|
|
1,689
|
|
|
66
|
|
|
382
|
|
|
—
|
|
|
1,241
|
|
|||||
Long-term income taxes payable
|
|
4,725
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,725
|
|
|||||
Total Obligations and Contingent Payments reflected on the Consolidated Condensed Financial Statements
|
|
$
|
12,417
|
|
|
$
|
66
|
|
|
$
|
1,097
|
|
|
$
|
—
|
|
|
$
|
11,254
|
|
Contractual Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Inventory purchase obligations (3)
|
|
$
|
156,971
|
|
|
$
|
156,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations (4)
|
|
26,102
|
|
|
4,939
|
|
|
6,885
|
|
|
5,737
|
|
|
8,541
|
|
|||||
Total Obligations and Contingent Payments not reflected on the Consolidated Condensed Financial Statements
|
|
$
|
183,073
|
|
|
$
|
161,910
|
|
|
$
|
6,885
|
|
|
$
|
5,737
|
|
|
$
|
8,541
|
|
(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)
|
Asset retirement obligations are associated with commitments to return the property to its original condition upon lease termination at various sites.
|
(3)
|
We order inventory components in the normal course of our business. A portion of these orders are non-cancellable and a portion may have varying penalties and charges in the event of cancellation.
|
(4)
|
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).
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Offer Letter between the Company and Fusen Chen dated October 3, 2016, incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 3, 2016.*
|
|
|
|
10.2
|
|
Agreement For Purchase and Sale of Real Property, dated January 11, 2017, between the Company and ARC KSFTWPA001, LLC.
|
|
|
|
31.1
|
|
Certification of Fusen Chen, Chief Executive Officer of Kulicke and Soffa Industries, Inc., pursuant to Rule 13a-14(a) or Rule15d-14(a).
|
|
|
|
31.2
|
|
Certification of Jonathan Chou, Chief Financial Officer of Kulicke and Soffa Industries, Inc., pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
32.1
|
|
Certification of Fusen Chen, Chief Executive Officer of Kulicke and Soffa Industries, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Jonathan Chou, Chief Financial Officer of Kulicke and Soffa Industries, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
KULICKE AND SOFFA INDUSTRIES, INC.
|
|
|
|
|
Date: February 3, 2017
|
By:
|
/s/ JONATHAN CHOU
|
|
|
Jonathan Chou
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Offer Letter between the Company and Fusen Chen dated October 3, 2016, incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on October 3, 2016.*
|
|
|
|
10.2
|
|
Agreement For Purchase and Sale of Real Property, dated January 11, 2017, between the Company and ARC KSFTWPA001, LLC.
|
|
|
|
31.1
|
|
Certification of Fusen Chen, Chief Executive Officer of Kulicke and Soffa Industries, Inc., pursuant to Rule 13a-14(a) or Rule15d-14(a).
|
|
|
|
31.2
|
|
Certification of Jonathan Chou, Chief Financial Officer of Kulicke and Soffa Industries, Inc., pursuant to Rule 13a-14(a) or Rule 15d-14(a).
|
|
|
|
32.1
|
|
Certification of Fusen Chen, Chief Executive Officer of Kulicke and Soffa Industries, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Jonathan Chou, Chief Financial Officer of Kulicke and Soffa Industries, Inc., pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
29.
|
Confidentiality
.
|
SELLER:
ARC KSFTWPA001, LLC
By:Global Net Lease Operating Partnership, L.P., its Sole Member
By:Global Net Lease, Inc.,
its General Partner
By:
Name: Scott Bowman
Title: Chief Executive Officer and President
Date: ______________________
|
BUYER:
KULICKE & SOFFA INDUSTRIES, INC.
By: ___________________________
Name: _________________________
Title: _________________________
Date: _________________________
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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: February 3, 2017
|
By:
|
/s/ FUSEN CHEN
|
|
|
Fusen Chen
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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;
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4.
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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):
|
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
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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.
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Date: February 3, 2017
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By:
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/s/ JONATHAN CHOU
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|
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Jonathan Chou
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|
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Executive Vice President and Chief Financial Officer
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1.
|
the Quarterly Report on Form 10-Q of Kulicke and Soffa Industries, Inc. for the three months ended
December 31, 2016
(the “
December 31, 2016
Form 10-Q”), as filed with the Securities and Exchange Commission, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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2.
|
the information contained in the
December 31, 2016
Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Kulicke and Soffa Industries, Inc.
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Date: February 3, 2017
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By:
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/s/ FUSEN CHEN
|
|
|
Fusen Chen
|
|
|
President and Chief Executive Officer
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Date: February 3, 2017
|
By:
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/s/ JONATHAN CHOU
|
|
|
Jonathan Chou
|
|
|
Executive Vice President and Chief Financial Officer
|