|
|
FORM 10-Q
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
ELECTRO SCIENTIFIC INDUSTRIES, INC.
|
||
|
|
|
Oregon
|
|
93-0370304
|
(State or other jurisdiction of incorporation
or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
13900 N.W. Science Park Drive, Portland, Oregon
|
|
97229
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
|
Part I
|
FINANCIAL INFORMATION
|
|
Financial Statements (Unaudited)
|
|
|
|
||
|
||
|
||
|
||
|
||
Part II
|
OTHER INFORMATION
|
|
Item 2.
|
Share Repurchase Program
|
|
(In thousands)
|
Sep 27, 2014
|
|
Mar 29, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
79,255
|
|
|
$
|
68,461
|
|
Short-term investments
|
18,548
|
|
|
38,444
|
|
||
Trade receivables, net of allowances of $416 and $404
|
39,390
|
|
|
37,813
|
|
||
Inventories
|
55,749
|
|
|
58,902
|
|
||
Shipped systems pending acceptance
|
5,180
|
|
|
2,054
|
|
||
Deferred income taxes, net
|
145
|
|
|
161
|
|
||
Other current assets
|
4,019
|
|
|
4,674
|
|
||
Total current assets
|
202,286
|
|
|
210,509
|
|
||
Non-current assets:
|
|
|
|
||||
Non-current investments
|
—
|
|
|
3,985
|
|
||
Property, plant and equipment, net of accumulated depreciation of $99,922 and $98,333
|
26,867
|
|
|
27,930
|
|
||
Non-current deferred income taxes, net
|
677
|
|
|
704
|
|
||
Goodwill
|
7,889
|
|
|
7,889
|
|
||
Acquired intangible assets, net of accumulated amortization of $19,233 and $18,378
|
5,988
|
|
|
6,845
|
|
||
Other assets
|
12,309
|
|
|
12,347
|
|
||
Total assets
|
$
|
256,016
|
|
|
$
|
270,209
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12,659
|
|
|
$
|
14,465
|
|
Accrued liabilities
|
21,059
|
|
|
20,524
|
|
||
Deferred income tax liability, net
|
170
|
|
|
170
|
|
||
Deferred revenue
|
16,440
|
|
|
10,515
|
|
||
Total current liabilities
|
50,328
|
|
|
45,674
|
|
||
Non-current liabilities:
|
|
|
|
||||
Income taxes payable
|
1,177
|
|
|
1,654
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, without par value; 1,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, without par value; 100,000 shares authorized; 30,610 and 30,155 issued and outstanding
|
183,833
|
|
|
183,193
|
|
||
Retained earnings
|
20,008
|
|
|
39,336
|
|
||
Accumulated other comprehensive income, other
|
670
|
|
|
352
|
|
||
Total shareholders’ equity
|
204,511
|
|
|
222,881
|
|
||
Total liabilities and shareholders’ equity
|
$
|
256,016
|
|
|
$
|
270,209
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands, except per share amounts)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Net sales
|
$
|
42,856
|
|
|
$
|
59,647
|
|
|
$
|
77,886
|
|
|
$
|
105,819
|
|
Cost of sales
|
27,075
|
|
|
35,015
|
|
|
48,870
|
|
|
61,801
|
|
||||
Gross profit
|
15,781
|
|
|
24,632
|
|
|
29,016
|
|
|
44,018
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, service and administration
|
12,915
|
|
|
14,251
|
|
|
26,015
|
|
|
28,798
|
|
||||
Research, development and engineering
|
8,424
|
|
|
9,719
|
|
|
17,569
|
|
|
18,144
|
|
||||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
(499
|
)
|
||||
Net operating expenses
|
21,339
|
|
|
23,935
|
|
|
43,584
|
|
|
46,443
|
|
||||
Operating (loss) income
|
(5,558
|
)
|
|
697
|
|
|
(14,568
|
)
|
|
(2,425
|
)
|
||||
Non-operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Other-than-temporary impairment of cost based investments
|
—
|
|
|
(3,588
|
)
|
|
—
|
|
|
(3,588
|
)
|
||||
Interest and other (expense) income, net
|
(244
|
)
|
|
80
|
|
|
(198
|
)
|
|
20
|
|
||||
Total non-operating (expense) income, net
|
(244
|
)
|
|
(3,508
|
)
|
|
(198
|
)
|
|
(3,568
|
)
|
||||
Loss before income taxes
|
(5,802
|
)
|
|
(2,811
|
)
|
|
(14,766
|
)
|
|
(5,993
|
)
|
||||
Provision for (benefit from) income taxes
|
441
|
|
|
(33
|
)
|
|
(272
|
)
|
|
68
|
|
||||
Net loss
|
$
|
(6,243
|
)
|
|
$
|
(2,778
|
)
|
|
$
|
(14,494
|
)
|
|
$
|
(6,061
|
)
|
Net loss per share—basic
|
$
|
(0.20
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.20
|
)
|
Net loss per share—diluted
|
$
|
(0.20
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.20
|
)
|
Weighted average number of shares—basic
|
30,552
|
|
|
29,967
|
|
|
30,452
|
|
|
29,856
|
|
||||
Weighted average number of shares—diluted
|
30,552
|
|
|
29,967
|
|
|
30,452
|
|
|
29,856
|
|
||||
Cash dividends paid per outstanding common share
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Net loss
|
$
|
(6,243
|
)
|
|
$
|
(2,778
|
)
|
|
$
|
(14,494
|
)
|
|
$
|
(6,061
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment, net of taxes of $179, $108, $179 and $108
|
(216
|
)
|
|
291
|
|
|
318
|
|
|
192
|
|
||||
Accumulated other comprehensive income related to benefit plan obligation, net of taxes of $2, $2, $4 and $3
|
4
|
|
|
3
|
|
|
7
|
|
|
6
|
|
||||
Net unrealized (loss) gain on available-for-sale securities, net of taxes of $(5), $5, $(5) and $5
|
(6
|
)
|
|
27
|
|
|
(7
|
)
|
|
8
|
|
||||
Comprehensive loss
|
$
|
(6,461
|
)
|
|
$
|
(2,457
|
)
|
|
$
|
(14,176
|
)
|
|
$
|
(5,855
|
)
|
|
Two fiscal quarters ended
|
||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(14,494
|
)
|
|
$
|
(6,061
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,909
|
|
|
3,521
|
|
||
Amortization of acquired intangible assets
|
857
|
|
|
1,546
|
|
||
Share-based compensation expense
|
2,363
|
|
|
3,868
|
|
||
(Gain) loss on sale of property and equipment, net
|
(56
|
)
|
|
37
|
|
||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
(499
|
)
|
||
Other-than-temporary impairment of cost based investments
|
—
|
|
|
3,588
|
|
||
Increase in deferred income taxes
|
(170
|
)
|
|
(126
|
)
|
||
Changes in operating accounts, net of acquisitions:
|
|
|
|
||||
(Increase) decrease in trade receivables, net
|
(2,085
|
)
|
|
1,101
|
|
||
Decrease (increase) in inventories
|
2,851
|
|
|
(170
|
)
|
||
(Increase) decrease in shipped systems pending acceptance
|
(3,126
|
)
|
|
458
|
|
||
Decrease (increase) in other current assets
|
679
|
|
|
(801
|
)
|
||
Increase (decrease) in accounts payable and accrued liabilities
|
245
|
|
|
(7,051
|
)
|
||
Increase (decrease) in deferred revenue
|
5,925
|
|
|
(2,520
|
)
|
||
Net cash used in operating activities
|
(3,102
|
)
|
|
(3,109
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of investments
|
(279,918
|
)
|
|
(193,421
|
)
|
||
Proceeds from sales and maturities of investments
|
303,793
|
|
|
201,615
|
|
||
Purchase of property, plant and equipment
|
(2,365
|
)
|
|
(2,279
|
)
|
||
Proceeds from sale of property, plant and equipment
|
154
|
|
|
—
|
|
||
Cash paid for business acquisitions
|
—
|
|
|
(9,731
|
)
|
||
Minority equity investment
|
—
|
|
|
(5,000
|
)
|
||
Increase in other assets
|
(857
|
)
|
|
(67
|
)
|
||
Net cash provided by (used in) investing activities
|
20,807
|
|
|
(8,883
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Cash dividends paid to shareholders
|
(4,834
|
)
|
|
(4,765
|
)
|
||
Stock plan activity, net
|
(262
|
)
|
|
(430
|
)
|
||
Share repurchases
|
(1,456
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(6,552
|
)
|
|
(5,195
|
)
|
||
Effect of exchange rate changes on cash
|
(359
|
)
|
|
249
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
10,794
|
|
|
(16,938
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
68,461
|
|
|
88,913
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
79,255
|
|
|
$
|
71,975
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for interest
|
$
|
(2
|
)
|
|
$
|
—
|
|
Cash paid for income taxes
|
$
|
(489
|
)
|
|
$
|
(2,540
|
)
|
Income tax refunds received
|
$
|
557
|
|
|
$
|
19
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Cost of sales
|
$
|
151
|
|
|
$
|
189
|
|
|
$
|
320
|
|
|
$
|
374
|
|
Selling, service and administration
|
602
|
|
|
666
|
|
|
1,467
|
|
|
2,760
|
|
||||
Research, development and engineering
|
280
|
|
|
379
|
|
|
576
|
|
|
734
|
|
||||
Total share-based compensation expense
|
$
|
1,033
|
|
|
$
|
1,234
|
|
|
$
|
2,363
|
|
|
$
|
3,868
|
|
•
|
Level 1
, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2
, defined as inputs that are observable either directly or indirectly such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and other inputs that can be corroborated by observable market data; and
|
•
|
Level 3
, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
|
September 27, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market securities
|
$
|
3,235
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,235
|
|
Commercial paper
|
—
|
|
|
20,397
|
|
|
—
|
|
|
20,397
|
|
||||
Corporate bonds
|
—
|
|
|
5,164
|
|
|
—
|
|
|
5,164
|
|
||||
Municipal bonds
|
—
|
|
|
3,966
|
|
|
—
|
|
|
3,966
|
|
||||
Government agencies
|
—
|
|
|
2,002
|
|
|
—
|
|
|
2,002
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Forward purchase or (sale) contracts:
|
|
|
|
|
|
|
|
||||||||
Japanese Yen
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||
New Taiwan Dollar
|
—
|
|
|
21
|
|
|
—
|
|
|
21
|
|
||||
Korean Won
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
(137
|
)
|
||||
Euro
|
—
|
|
|
411
|
|
|
—
|
|
|
411
|
|
||||
British Pound
|
—
|
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
||||
Chinese Renminbi
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Singapore Dollar
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
March 29, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Money market securities
|
$
|
9,456
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,456
|
|
Corporate bonds
|
—
|
|
|
17,328
|
|
|
—
|
|
|
17,328
|
|
||||
Municipal bonds
|
—
|
|
|
12,725
|
|
|
—
|
|
|
12,725
|
|
||||
Government agencies
|
—
|
|
|
8,037
|
|
|
—
|
|
|
8,037
|
|
||||
Commercial paper
|
—
|
|
|
6,700
|
|
|
—
|
|
|
6,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Forward purchase or (sale) contracts:
|
|
|
|
|
|
|
|
||||||||
Japanese Yen
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
||||
New Taiwan Dollar
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||
Korean Won
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Euro
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||
British Pound
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||
Chinese Renminbi
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Singapore Dollar
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
|
|
Unrealized
|
|
|
||||||||||
September 27, 2014
|
Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Available-for-sale securities (current):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
20,397
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,397
|
|
Corporate Bonds
|
5,164
|
|
|
—
|
|
|
—
|
|
|
5,164
|
|
||||
Municipal Bonds
|
3,958
|
|
|
8
|
|
|
—
|
|
|
3,966
|
|
||||
Government agencies
|
2,000
|
|
|
2
|
|
|
—
|
|
|
2,002
|
|
||||
|
$
|
31,519
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
31,529
|
|
Available-for-sale securities (non-current):
|
|
|
|
|
|
|
|
||||||||
Municipal Bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Unrealized
|
|
|
||||||||||
March 29, 2014
|
Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Available-for-sale securities (current):
|
|
|
|
|
|
|
|
||||||||
Corporate Bonds
|
$
|
17,321
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
17,328
|
|
Municipal Bonds
|
8,737
|
|
|
4
|
|
|
—
|
|
|
8,741
|
|
||||
Government agencies
|
8,035
|
|
|
2
|
|
|
—
|
|
|
8,037
|
|
||||
Commercial paper
|
6,700
|
|
|
—
|
|
|
—
|
|
|
6,700
|
|
||||
|
$
|
40,793
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
40,806
|
|
Available-for-sale securities (non-current):
|
|
|
|
|
|
|
|
||||||||
Municipal Bonds
|
$
|
3,976
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
3,985
|
|
|
$
|
3,976
|
|
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
3,985
|
|
(In thousands)
|
Sep 27, 2014
|
|
Mar 29, 2014
|
||||
Raw materials and purchased parts
|
$
|
42,022
|
|
|
$
|
38,747
|
|
Work-in-process
|
10,295
|
|
|
12,914
|
|
||
Finished goods
|
3,432
|
|
|
7,241
|
|
||
|
$
|
55,749
|
|
|
$
|
58,902
|
|
(In thousands)
|
Sep 27, 2014
|
|
Mar 29, 2014
|
||||
Prepaid expenses
|
$
|
2,332
|
|
|
$
|
2,601
|
|
Value added tax receivable
|
860
|
|
|
779
|
|
||
Other
|
827
|
|
|
1,294
|
|
||
|
$
|
4,019
|
|
|
$
|
4,674
|
|
(In thousands)
|
Sep 27, 2014
|
|
Mar 29, 2014
|
||||
Consignment and demo equipment, net
|
$
|
5,713
|
|
|
$
|
5,938
|
|
Minority equity investments
|
4,263
|
|
|
4,263
|
|
||
Other
|
2,333
|
|
|
2,146
|
|
||
|
$
|
12,309
|
|
|
$
|
12,347
|
|
(In thousands)
|
Sep 27, 2014
|
|
Mar 29, 2014
|
||||
Payroll liabilities
|
$
|
8,301
|
|
|
$
|
6,166
|
|
Product warranty accrual
|
3,152
|
|
|
4,215
|
|
||
Purchase order commitments and receipts
|
2,019
|
|
|
2,569
|
|
||
Professional fees payable
|
1,663
|
|
|
1,933
|
|
||
Pension benefit liabilities
|
1,991
|
|
|
1,912
|
|
||
Freight accrual
|
304
|
|
|
503
|
|
||
Income taxes payable
|
313
|
|
|
162
|
|
||
Customer deposits
|
852
|
|
|
375
|
|
||
Value added taxes payable
|
413
|
|
|
332
|
|
||
Restructuring and cost management amounts payable
|
442
|
|
|
1,050
|
|
||
Other
|
1,609
|
|
|
1,307
|
|
||
|
$
|
21,059
|
|
|
$
|
20,524
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Product warranty accrual, beginning
|
$
|
3,487
|
|
|
$
|
5,193
|
|
|
$
|
4,215
|
|
|
$
|
5,411
|
|
Warranty charges incurred, net
|
(1,780
|
)
|
|
(1,722
|
)
|
|
(3,720
|
)
|
|
(3,543
|
)
|
||||
Provision for warranty charges
|
1,445
|
|
|
2,092
|
|
|
2,657
|
|
|
3,695
|
|
||||
Product warranty accrual, ending
|
$
|
3,152
|
|
|
$
|
5,563
|
|
|
$
|
3,152
|
|
|
$
|
5,563
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Deferred revenue, beginning
|
$
|
12,268
|
|
|
$
|
10,766
|
|
|
$
|
10,515
|
|
|
$
|
10,196
|
|
Revenue deferred
|
15,141
|
|
|
6,657
|
|
|
26,949
|
|
|
13,598
|
|
||||
Revenue recognized
|
(10,969
|
)
|
|
(9,568
|
)
|
|
(21,024
|
)
|
|
(15,939
|
)
|
||||
Deferred revenue, ending
|
$
|
16,440
|
|
|
$
|
7,855
|
|
|
$
|
16,440
|
|
|
$
|
7,855
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands, except per share data)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Net loss
|
$
|
(6,243
|
)
|
|
$
|
(2,778
|
)
|
|
$
|
(14,494
|
)
|
|
$
|
(6,061
|
)
|
Weighted average shares used for basic earnings per share
|
30,552
|
|
|
29,967
|
|
|
30,452
|
|
|
29,856
|
|
||||
Incremental diluted shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average shares used for diluted earnings per share
|
30,552
|
|
|
29,967
|
|
|
30,452
|
|
|
29,856
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Net loss — basic
|
$
|
(0.20
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.20
|
)
|
Net loss — diluted
|
$
|
(0.20
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.20
|
)
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Interconnect & Microfabrication Group (IMG)
|
$
|
26,600
|
|
|
$
|
38,301
|
|
|
$
|
47,548
|
|
|
$
|
72,718
|
|
Semiconductor Group (SG)
|
9,767
|
|
|
10,935
|
|
|
20,516
|
|
|
16,548
|
|
||||
Components Group (CG)
|
6,489
|
|
|
10,411
|
|
|
9,822
|
|
|
16,553
|
|
||||
|
$
|
42,856
|
|
|
$
|
59,647
|
|
|
$
|
77,886
|
|
|
$
|
105,819
|
|
|
Fiscal quarter ended
|
|
Two fiscal quarters ended
|
||||||||||||
(In thousands)
|
Sep 27, 2014
|
|
Sep 28, 2013
|
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||
Asia
|
$
|
34,516
|
|
|
$
|
49,439
|
|
|
$
|
59,234
|
|
|
$
|
88,274
|
|
Americas
|
2,482
|
|
|
7,110
|
|
|
8,656
|
|
|
10,676
|
|
||||
Europe
|
5,858
|
|
|
3,098
|
|
|
9,996
|
|
|
6,869
|
|
||||
|
$
|
42,856
|
|
|
$
|
59,647
|
|
|
$
|
77,886
|
|
|
$
|
105,819
|
|
Restructuring & cost management amounts payable as of March 29, 2014
|
$
|
1,050
|
|
Employee severance and related benefits:
|
|
||
Cash payments
|
(608
|
)
|
|
Restructuring & cost management amounts payable as of September 27, 2014
|
$
|
442
|
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount per Share
|
August 21, 2014
|
|
September 2, 2014
|
|
September 12, 2014
|
|
$0.08
|
May 15, 2014
|
|
May 27, 2014
|
|
June 10, 2014
|
|
$0.08
|
February 13, 2014
|
|
February 27, 2014
|
|
March 13, 2014
|
|
$0.08
|
November 7, 2013
|
|
November 19, 2013
|
|
December 4, 2013
|
|
$0.08
|
August 8, 2013
|
|
August 19, 2013
|
|
September 3, 2013
|
|
$0.08
|
|
Fiscal quarter ended
|
||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
63.2
|
|
|
58.7
|
|
Gross profit
|
36.8
|
|
|
41.3
|
|
Selling, service and administration
|
30.1
|
|
|
23.9
|
|
Research, development and engineering
|
19.7
|
|
|
16.3
|
|
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
(0.1
|
)
|
Operating (loss) income
|
(13.0
|
)
|
|
1.2
|
|
Other-than-temporary impairment of cost based investments
|
—
|
|
|
(6.0
|
)
|
Interest and other (expense) income, net
|
(0.6
|
)
|
|
0.1
|
|
Total non-operating (expense) income, net
|
(0.6
|
)
|
|
(5.9
|
)
|
Loss before income taxes
|
(13.5
|
)
|
|
(4.7
|
)
|
Provision for (benefit from) income taxes
|
1.1
|
|
|
—
|
|
Net loss
|
(14.6
|
)%
|
|
(4.7
|
)%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Interconnect & Microfabrication Group (IMG)
|
$
|
26,600
|
|
|
62.1
|
%
|
|
$
|
38,301
|
|
|
64.2
|
%
|
Components Group (CG)
|
6,489
|
|
|
15.1
|
|
|
10,411
|
|
|
17.5
|
|
||
Semiconductor Group (SG)
|
9,767
|
|
|
22.8
|
|
|
10,935
|
|
|
18.3
|
|
||
|
$
|
42,856
|
|
|
100.0
|
%
|
|
$
|
59,647
|
|
|
100.0
|
%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Asia
|
$
|
34,516
|
|
|
80.5
|
%
|
|
$
|
49,439
|
|
|
82.9
|
%
|
Americas
|
2,482
|
|
|
5.8
|
|
|
7,110
|
|
|
11.9
|
|
||
Europe
|
5,858
|
|
|
13.7
|
|
|
3,098
|
|
|
5.2
|
|
||
|
$
|
42,856
|
|
|
100.0
|
%
|
|
$
|
59,647
|
|
|
100.0
|
%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Gross Profit
|
|
% of Net Sales
|
|
Gross Profit
|
|
% of Net Sales
|
||||||
Gross Profit
|
$
|
15,781
|
|
|
36.8
|
%
|
|
$
|
24,632
|
|
|
41.3
|
%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Expense / (Income)
|
|
% of Net Sales
|
|
Expense / (Income)
|
|
% of Net Sales
|
||||||
Selling, service and administration
|
$
|
12,915
|
|
|
30.1
|
%
|
|
$
|
14,251
|
|
|
23.9
|
%
|
Research, development and engineering
|
8,424
|
|
|
19.7
|
|
|
9,719
|
|
|
16.3
|
|
||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(0.1
|
)
|
||
|
$
|
21,339
|
|
|
49.8
|
%
|
|
$
|
23,935
|
|
|
40.1
|
%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Interest and Other (Expense) Income, net
|
|
% of Net Sales
|
|
Interest and Other (Expense) Income, net
|
|
% of Net Sales
|
||||||
Other-than-temporary impairment of cost based investments
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(3,588
|
)
|
|
(6.0
|
)%
|
Interest and other (expense) income, net
|
(244
|
)
|
|
(0.6
|
)
|
|
80
|
|
|
0.1
|
|
||
Interest and other expense, net
|
$
|
(244
|
)
|
|
(0.6
|
)%
|
|
$
|
(3,508
|
)
|
|
(5.9
|
)%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Income Tax Provision
|
|
Effective
Tax Rate
|
|
Income Tax Benefit
|
|
Effective
Tax Rate
|
||||||
Provision for (benefit from) income taxes
|
$
|
441
|
|
|
(7.6
|
)%
|
|
$
|
(33
|
)
|
|
1.2
|
%
|
|
Fiscal quarter ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Loss
|
|
% of Net Sales
|
|
Net Loss
|
|
% of Net Sales
|
||||||
Net loss
|
$
|
(6,243
|
)
|
|
(14.6
|
)%
|
|
$
|
(2,778
|
)
|
|
(4.7
|
)%
|
|
Two fiscal quarters ended
|
||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
62.7
|
|
|
58.4
|
|
Gross profit
|
37.3
|
|
|
41.6
|
|
Selling, service and administration
|
33.5
|
|
|
27.3
|
|
Research, development and engineering
|
22.6
|
|
|
17.1
|
|
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
(0.5
|
)
|
Operating loss
|
(18.7
|
)
|
|
(2.3
|
)
|
Other-than-temporary impairment of cost based investments
|
—
|
|
|
(3.4
|
)
|
Interest and other expense, net
|
(0.3
|
)
|
|
—
|
|
Total non-operating (expense) income, net
|
(0.3
|
)
|
|
(3.4
|
)
|
Loss before income taxes
|
(19.0
|
)
|
|
(5.7
|
)
|
Provision for (benefit from) income taxes
|
(0.4
|
)
|
|
—
|
|
Net loss
|
(18.6
|
)%
|
|
(5.7
|
)%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Interconnect & Microfabrication Group (IMG)
|
$
|
47,548
|
|
|
61.1
|
%
|
|
$
|
72,718
|
|
|
68.8
|
%
|
Components Group (CG)
|
9,822
|
|
|
12.6
|
|
|
16,553
|
|
|
15.6
|
|
||
Semiconductor Group (SG)
|
20,516
|
|
|
26.3
|
|
|
16,548
|
|
|
15.6
|
|
||
|
$
|
77,886
|
|
|
100.0
|
%
|
|
$
|
105,819
|
|
|
100.0
|
%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Asia
|
$
|
59,234
|
|
|
76.1
|
%
|
|
$
|
88,274
|
|
|
83.4
|
%
|
Americas
|
8,656
|
|
|
11.1
|
|
|
10,676
|
|
|
10.1
|
|
||
Europe
|
9,996
|
|
|
12.8
|
|
|
6,869
|
|
|
6.5
|
|
||
|
$
|
77,886
|
|
|
100.0
|
%
|
|
$
|
105,819
|
|
|
100.0
|
%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Gross Profit
|
|
% of Net Sales
|
|
Gross Profit
|
|
% of Net Sales
|
||||||
Gross Profit
|
$
|
29,016
|
|
|
37.3
|
%
|
|
$
|
44,018
|
|
|
41.6
|
%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Expense
|
|
% of Net Sales
|
|
Expense
|
|
% of Net Sales
|
||||||
Selling, service and administration
|
$
|
26,015
|
|
|
33.5
|
%
|
|
$
|
28,798
|
|
|
27.3
|
%
|
Research, development and engineering
|
17,569
|
|
|
22.6
|
|
|
18,144
|
|
|
17.1
|
|
||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
—
|
|
|
(499
|
)
|
|
(0.5
|
)
|
||
|
$
|
43,584
|
|
|
56.0
|
%
|
|
$
|
46,443
|
|
|
43.9
|
%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Interest and Other Expense, net
|
|
% of Net Sales
|
|
Interest and Other Expense, net
|
|
% of Net Sales
|
||||||
Other-than-temporary impairment of cost based investments
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(3,588
|
)
|
|
(3.4
|
)%
|
Interest and other (expense) income, net
|
$
|
(198
|
)
|
|
(0.3
|
)%
|
|
$
|
20
|
|
|
—
|
%
|
Total non-operating (expense) income, net
|
$
|
(198
|
)
|
|
(0.3
|
)%
|
|
$
|
(3,568
|
)
|
|
(3.4
|
)%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Income Tax Benefit
|
|
Effective
Tax Rate
|
|
Income Tax Provision
|
|
Effective
Tax Rate
|
||||||
Provision for (benefit from) income taxes
|
$
|
(272
|
)
|
|
1.8
|
%
|
|
$
|
68
|
|
|
(1.1
|
)%
|
|
Two fiscal quarters ended
|
||||||||||||
|
Sep 27, 2014
|
|
Sep 28, 2013
|
||||||||||
(In thousands, except percentages)
|
Net Loss
|
|
% of Net Sales
|
|
Net Loss
|
|
% of Net Sales
|
||||||
Net loss
|
$
|
(14,494
|
)
|
|
(18.6
|
)%
|
|
$
|
(6,061
|
)
|
|
(5.7
|
)%
|
Date Declared
|
|
Record Date
|
|
Payment Date
|
|
Amount per Share
|
August 21, 2014
|
|
September 2, 2014
|
|
September 12, 2014
|
|
$0.08
|
May 15, 2014
|
|
May 27, 2014
|
|
June 10, 2014
|
|
$0.08
|
February 13, 2014
|
|
February 27, 2014
|
|
March 13, 2014
|
|
$0.08
|
November 7, 2013
|
|
November 19, 2013
|
|
December 4, 2013
|
|
$0.08
|
August 8, 2013
|
|
August 19, 2013
|
|
September 3, 2013
|
|
$0.08
|
•
|
changes in the timing of orders and terms or acceptance of product shipments by our customers;
|
•
|
changes in the mix of products and services that we sell;
|
•
|
timing and market acceptance of our new product introductions; and
|
•
|
delays or problems in the planned introduction of new products, or in the performance of any such products following delivery to customers.
|
•
|
periodic local or geographic economic downturns and unstable political conditions;
|
•
|
price and currency exchange controls;
|
•
|
fluctuation in the relative values of currencies;
|
•
|
difficulty in repatriating money, whether as a result of tax laws or otherwise;
|
•
|
difficulties protecting intellectual property;
|
•
|
compliance with labor laws and other laws governing employees;
|
•
|
local labor disputes;
|
•
|
shipping delays and disruptions;
|
•
|
unexpected changes in trading policies, regulatory requirements, tariffs and other barriers; and
|
•
|
difficulties in managing a global enterprise, including staffing, enforcing internal controls, collecting accounts receivable, and managing suppliers, distributors and representatives.
|
•
|
future tightening of immigration controls may adversely affect the residence status of non-U.S. engineers and other key technical employees in our U.S. facilities or our ability to hire new non-U.S. employees in such facilities;
|
•
|
more frequent instances of shipping delays;
|
•
|
demand for our products may not increase or may decrease; and
|
•
|
our customers or suppliers may experience financial difficulties or cease operations.
|
•
|
challenges in designing facilities that can be scaled for future expansion, replicating current processes and bringing new facilities up to full operation;
|
•
|
unpredictable costs, redundancy costs and cost overruns for developing facilities and acquiring equipment;
|
•
|
building local management teams, technical personnel and other staff for functions that we have not previously conducted outside of the United States;
|
•
|
technical obstacles such as poor production or process yield and loss of quality control during the ramp of a new facility;
|
•
|
re-qualifications and other procedures that may be required by our customers;
|
•
|
our ability to bring up local suppliers to meet our quality and cycle-time needs;
|
•
|
our ability to reduce costs in the United States as we add costs elsewhere;
|
•
|
rapidly changing business conditions that may require plans to be changed or abandoned before they are fully implemented; and
|
•
|
challenges posed by distance and by differences in language and culture.
|
•
|
difficulties and increased costs in connection with integration of personnel, operations, technologies and products of the acquired businesses;
|
•
|
implementation of our enterprise resource planning (ERP) system into the acquired company’s operations;
|
•
|
diversion of management’s attention from other operational matters;
|
•
|
the potential loss of key employees of the acquired company;
|
•
|
lack of synergy or inability to realize expected synergies resulting from the acquisition;
|
•
|
acquired assets becoming impaired as a result of technological advancements or worse-than-expected performance by the acquired company;
|
•
|
difficulties establishing satisfactory internal controls at the acquired company;
|
•
|
risks and uncertainties relating to the performance of the combined company following the transaction; and
|
•
|
acquiring unanticipated liabilities for which we will not be indemnified.
|
•
|
variations in operating results from quarter to quarter;
|
•
|
changes in earnings estimates by analysts or our failure to meet analysts’ expectations;
|
•
|
changes in the market price per share of our public company customers;
|
•
|
market conditions in the consumer electronics, semiconductor and other industries into which we sell products;
|
•
|
general economic conditions;
|
•
|
political changes, hostilities or natural disasters;
|
•
|
low trading volume of our common stock;
|
•
|
change in our dividend policy;
|
•
|
the number of analysts covering our common stock; and
|
•
|
the number of firms making a market in our common stock.
|
3.1
|
|
Third Restated Articles of Incorporation, as amended. Incorporated by reference to Exhibit 3.1 of the Company's Annual Report on Form 10-K for the fiscal year ended April 3, 2010.
|
3.2
|
|
2009 Amended and Restated Bylaws, as amended. Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 9, 2012.
|
4.1
|
|
Rights Agreement, dated as of May 18, 2009, between Electro Scientific Industries, Inc. and Mellon Investor Services. Incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on May 19, 2009.
|
10
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement (May 2014 grants)
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of Chief Executive Officer 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 Chief Financial Officer 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 *
|
Date:
|
November 3, 2014
|
ELECTRO SCIENTIFIC INDUSTRIES, INC.
|
|
|
|
By:
|
/s/ Edward C. Grady
|
|
|
|
Edward C. Grady
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Paul Oldham
|
|
|
|
Paul Oldham
|
|
|
|
Vice President of Administration, Chief Financial Officer and Corporate Secretary
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
By:
|
/s/ Kerry Mustoe
|
|
|
|
Kerry Mustoe
|
|
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Electro Scientific 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.
|
|
/s/ Edward C. Grady
|
Edward C. Grady
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Electro Scientific 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.
|
|
/s/ Paul Oldham
|
Paul Oldham
|
Vice President of Administration,
|
Chief Financial Officer and Corporate Secretary
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Edward C. Grady
|
Edward C. Grady
|
President and Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Paul Oldham
|
Paul Oldham
|
Vice President of Administration,
|
Chief Financial Officer and Corporate Secretary
|