|
ý
|
ANNUAL 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
|
Oregon
|
|
93-0370304
|
(State or other jurisdiction of incorporation
or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
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13900 N.W. Science Park Drive, Portland, Oregon
|
|
97229
|
(Address of principal executive offices)
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|
(Zip Code)
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|
Part I
|
||
Part II
|
||
Part III
|
||
Part IV
|
||
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|
|
•
|
laser/material interaction;
|
•
|
laser beam positioning;
|
•
|
optics and illumination including image processing and optical character recognition;
|
•
|
high-speed motion control;
|
•
|
small parts handling;
|
•
|
proprietary laser technology including laser power control; and
|
•
|
systems engineering.
|
•
|
laser-material interaction;
|
•
|
high-speed, micron-level motion control systems;
|
•
|
precision optics;
|
•
|
proprietary laser technology;
|
•
|
laser power control;
|
•
|
image processing and optical character recognition;
|
•
|
high-speed, small parts handling;
|
•
|
real-time production-line electronic measurement;
|
•
|
real-time operating systems; and
|
•
|
systems design and integration.
|
•
|
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, 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;
|
•
|
difficulties in 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;
|
•
|
the inability to successfully enter new markets expected to result 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 and accounting practices at the acquired company;
|
•
|
difficulties implementing internal manufacturing processes at the acquired company;
|
•
|
risks related to the culture, language, and local practices of 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;
|
•
|
the number of analysts covering our common stock;
|
•
|
being added or removed from market indices;
|
•
|
policies of institutional investors restricting or prohibiting investments in stock with a market price below certain thresholds;
|
•
|
stock price volatility based on one or a few investors buying or selling a large number of shares over days or weeks, due to relatively low volumes of trading in our stock; and
|
•
|
the number of firms making a market in our common stock.
|
Fiscal 2016
|
High
|
|
Low
|
Quarter 1
|
7.36
|
|
5.05
|
Quarter 2
|
5.40
|
|
4.53
|
Quarter 3
|
5.28
|
|
4.21
|
Quarter 4
|
6.20
|
|
5.40
|
Fiscal 2015
|
High
|
|
Low
|
Quarter 1
|
$10.01
|
|
$6.68
|
Quarter 2
|
7.70
|
|
5.98
|
Quarter 3
|
7.77
|
|
6.13
|
Quarter 4
|
7.88
|
|
6.16
|
Date Declared
|
|
Record Date
|
|
Payable Date
|
|
Amount per Share
|
November 18, 2014
|
|
December 1, 2014
|
|
December 15, 2014
|
|
$0.08
|
August 21, 2014
|
|
September 2, 2014
|
|
September 12, 2014
|
|
$0.08
|
May 15, 2014
|
|
May 27, 2014
|
|
June 10, 2014
|
|
$0.08
|
|
Cumulative Total Return
1
|
||||||||||||||||
|
April 2, 2011
|
|
March 31, 2012
|
|
March 30, 2013
|
|
March 29, 2014
|
|
March 28, 2015
|
|
April 2, 2016
|
||||||
Electro Scientific Industries, Inc.
|
100.00
|
|
|
88.51
|
|
|
80.07
|
|
|
73.94
|
|
|
47.61
|
|
|
55.88
|
|
S&P 500
|
100.00
|
|
|
108.54
|
|
|
123.69
|
|
|
150.73
|
|
|
169.92
|
|
|
172.95
|
|
S&P Information Technology Index
|
100.00
|
|
|
120.21
|
|
|
118.86
|
|
|
149.28
|
|
|
176.32
|
|
|
190.53
|
|
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Operations Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
184,391
|
|
|
$
|
159,118
|
|
|
$
|
181,167
|
|
|
$
|
216,625
|
|
|
$
|
254,229
|
|
Provision for (benefit from) income taxes
|
(16
|
)
|
|
234
|
|
|
(92
|
)
|
|
39,851
|
|
|
(1,417
|
)
|
|||||
Net (loss) income
|
(12,257
|
)
|
|
(43,811
|
)
|
|
(38,334
|
)
|
|
(54,716
|
)
|
|
4,904
|
|
|||||
Net (loss) income per share—basic
|
(0.39
|
)
|
|
(1.43
|
)
|
|
(1.28
|
)
|
|
(1.86
|
)
|
|
0.17
|
|
|||||
Net (loss) income per share—diluted
|
(0.39
|
)
|
|
(1.43
|
)
|
|
(1.28
|
)
|
|
(1.86
|
)
|
|
0.17
|
|
|||||
Cash dividends paid per outstanding common share
|
—
|
|
|
0.24
|
|
|
0.32
|
|
|
2.32
|
|
|
0.08
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents, restricted cash, short-term investments and auction rate securities
|
$
|
57,665
|
|
|
$
|
57,606
|
|
|
$
|
106,905
|
|
|
$
|
145,057
|
|
|
$
|
198,723
|
|
Working capital
|
126,658
|
|
|
124,593
|
|
|
164,835
|
|
|
194,406
|
|
|
269,532
|
|
|||||
Net property, plant and equipment
|
24,543
|
|
|
25,858
|
|
|
27,930
|
|
|
27,894
|
|
|
32,103
|
|
|||||
Total assets
|
220,100
|
|
|
221,240
|
|
|
270,209
|
|
|
322,208
|
|
|
433,210
|
|
|||||
Shareholders’ equity
|
170,031
|
|
|
177,321
|
|
|
222,881
|
|
|
264,142
|
|
|
378,670
|
|
1.
|
Fiscal 2016 operating expenses included $2.8 million for restructuring costs, which primarily consisted $1.4 million each of employee severance costs and charges for asset write-off and related items. Fiscal 2016 cost of sales included $ 1.4 million for inventory write-offs and
$0.4 million
of intangible write-offs related to discontinued products. Fiscal 2016 also included
$4.2 million
of charges for share-based compensation expense, $2.4 million of charges for purchase accounting amortization which included
$1.4 million
for amortization of acquired intangible assets and
$1.0 million
of compensation expense related to the purchase of Topwin (Refer to Note 6 "Business Acquisition" for discussion of compensation consideration related to acquisitions).
|
2.
|
Fiscal 2015 included non-cash goodwill impairment charge of
$7.9 million
to write down the goodwill to its implied fair value as of March 28, 2015, $3.0 million for restructuring costs for the Chelmsford facility closure, which primarily consisted of $2.0 million for employee severance and related costs and $1.0 million for inventory write-offs. Fiscal 2015 also included
$4.5 million
of charges for share-based compensation expense, $4.3 million for impairment of a minority investment,
$1.5 million
for amortization of acquired intangible assets and a $0.6 million gain on liquidation of a foreign subsidiary. The Company also paid $9.0 million in cash for the Topwin acquisition during fiscal 2015.
|
3.
|
Fiscal 2014 included $1.1 million for restructuring costs, which primarily consisted of $0.8 million charge towards obligations for our outgoing Chief Executive Officer and $0.2 million of charges related to asset write-offs. Fiscal 2014 also included $12.8 million of charges in cost of sales for inventory write-offs, $9.7 million for impairment of a minority equity investment, $6.1 million for share-based compensation expense, $2.9 million for amortization of acquired intangible assets, including $0.3 million of accelerated amortization, $1.3 million for net gain on sale of property and equipment, $0.6 million of accelerated depreciation on assets that will no longer be utilized and a $0.5 million of gain on acquisition of Semiconductor Systems business.
|
4.
|
Fiscal 2013 included $2.6 million for restructuring costs, which primarily consisted of $1.5 million of employee severance costs and $1.1 million of charges related to asset write-offs. Fiscal 2013 also included $21.0 million of charges in cost of sales for inventory write-offs, $8.1 million for share-based compensation expense, $4.8 million for amortization of acquired intangible assets, including $2.3 million of accelerated amortization, $1.2 million for net gain on sale of property and equipment, and a $15.3 million benefit for net legal settlement proceeds.
|
5.
|
Fiscal 2013 included a charge of $46.9 million to increase the valuation allowance on deferred tax assets.
|
6.
|
Fiscal 2012 included $3.8 million for restructuring costs, which primarily consisted of $1.9 million of employee severance costs and $1.7 million of accelerated depreciation for certain assets. Fiscal 2012 also included $2.0 million of charges in cost of sales for an inventory write-off, $11.5 million for share-based compensation expense, $1.7 million for amortization of acquired intangible assets, $1.2 million for loss on disposal of assets and the write-off of engineering materials, $0.6 million for legal settlement costs, and a gain of $2.7 million from sale of previously impaired auction rate securities.
|
7.
|
The Company paid cash dividends of $7.3 million, $9.6 million, $68.1 million and $2.3 million during fiscal 2015, fiscal 2014, fiscal 2013 and fiscal 2012, respectively. No cash dividends were paid during fiscal 2016.
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Component Processing
|
|
|
|
|
|
|
|
||||||
Interconnect Products (IP)
|
$
|
94,121
|
|
|
51.0
|
%
|
|
$
|
66,913
|
|
|
42.1
|
%
|
Component Test Products (CTP)
|
19,901
|
|
|
10.8
|
|
|
19,099
|
|
|
12.0
|
|
||
Semiconductor Products (SP)
|
38,262
|
|
|
20.8
|
|
|
38,586
|
|
|
24.2
|
|
||
|
152,284
|
|
|
82.6
|
|
|
124,598
|
|
|
78.3
|
|
||
Micromachining
|
|
|
|
|
|
|
|
||||||
Micromachining Products (MP)
|
32,107
|
|
|
17.4
|
|
|
34,520
|
|
|
21.7
|
|
||
|
32,107
|
|
|
17.4
|
|
|
34,520
|
|
|
21.7
|
|
||
Net Sales
|
$
|
184,391
|
|
|
100.0
|
%
|
|
$
|
159,118
|
|
|
100.0
|
%
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Asia
|
$
|
152,259
|
|
|
82.6
|
%
|
|
$
|
124,049
|
|
|
78.0
|
%
|
Americas
|
21,206
|
|
|
11.5
|
|
|
18,067
|
|
|
11.4
|
|
||
Europe
|
10,926
|
|
|
5.9
|
|
|
17,002
|
|
|
10.7
|
|
||
|
$
|
184,391
|
|
|
100.0
|
%
|
|
$
|
159,118
|
|
|
100.0
|
%
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Gross Profit
|
|
% of Sales
|
|
Gross Profit
|
|
% of Sales
|
||||||
Component Processing
|
$
|
66,693
|
|
|
43.8
|
%
|
|
$
|
50,970
|
|
|
40.9
|
%
|
Micromachining
|
9,386
|
|
|
29.2
|
|
|
6,383
|
|
|
18.5
|
|
||
Corporate and other
|
(3,376
|
)
|
|
—
|
|
|
(2,672
|
)
|
|
—
|
|
||
|
$
|
72,703
|
|
|
39.4
|
%
|
|
$
|
54,681
|
|
|
34.4
|
%
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Expense
|
|
% of Net Sales
|
|
Expense
|
|
% of Net Sales
|
||||||
Selling, general and administration
|
$
|
49,753
|
|
|
27.1
|
%
|
|
$
|
48,525
|
|
|
31.0
|
%
|
Research, development and engineering
|
32,400
|
|
|
17.6
|
|
|
35,166
|
|
|
22.1
|
|
||
Impairment of goodwill
|
—
|
|
|
—
|
|
|
7,889
|
|
|
5.0
|
|
||
Restructuring costs
|
2,824
|
|
|
1.5
|
|
|
2,069
|
|
|
1.3
|
|
||
Acquisition and integration costs
|
194
|
|
|
0.1
|
|
|
776
|
|
|
0.5
|
|
||
|
$
|
85,171
|
|
|
46.2
|
%
|
|
$
|
94,425
|
|
|
59.3
|
%
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Interest and Other Income, net
|
|
% of Net Sales
|
|
Interest and Other Expense, net
|
|
% of Net Sales
|
||||||
Loss and other-than-temporary impairment of cost method investment
|
—
|
|
|
—
|
%
|
|
(4,263
|
)
|
|
(2.7
|
)%
|
||
Interest and other income, net
|
195
|
|
|
0.1
|
|
|
430
|
|
|
0.3
|
|
||
Total non-operating (expense) income
|
$
|
195
|
|
|
0.1
|
%
|
|
$
|
(3,833
|
)
|
|
(2.4
|
)%
|
|
2016
|
|
2015
|
||||||||||
(In thousands, except percentages)
|
Income Tax Benefit
|
|
Effective
Tax Rate
|
|
Income Tax Provision
|
|
Effective
Tax Rate
|
||||||
(Benefit from) Provision for income taxes
|
$
|
(16
|
)
|
|
0.1
|
%
|
|
$
|
234
|
|
|
(0.5
|
)%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Component Processing
|
|
|
|
|
|
|
|
||||||
Interconnect Products (IP)
|
$
|
66,913
|
|
|
42.1
|
%
|
|
$
|
81,180
|
|
|
44.8
|
%
|
Component Test Products (CTP)
|
19,099
|
|
|
12.0
|
|
|
24,441
|
|
|
13.5
|
|
||
Semiconductor Products (SP)
|
38,586
|
|
|
24.2
|
|
|
35,780
|
|
|
19.7
|
|
||
|
124,598
|
|
|
78.3
|
|
|
141,401
|
|
|
78.1
|
|
||
Micromachining
|
|
|
|
|
|
|
|
||||||
Micromachining Products (MP)
|
34,520
|
|
|
21.7
|
|
|
39,766
|
|
|
21.9
|
|
||
|
34,520
|
|
|
21.7
|
|
|
39,766
|
|
|
21.9
|
|
||
Net Sales
|
$
|
159,118
|
|
|
100.0
|
%
|
|
$
|
181,167
|
|
|
100.0
|
%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Net Sales
|
|
% of Net Sales
|
|
Net Sales
|
|
% of Net Sales
|
||||||
Asia
|
$
|
124,049
|
|
|
78.0
|
%
|
|
$
|
136,336
|
|
|
75.3
|
%
|
Americas
|
18,067
|
|
|
11.4
|
|
|
31,596
|
|
|
17.4
|
|
||
Europe
|
17,002
|
|
|
10.7
|
|
|
13,235
|
|
|
7.3
|
|
||
|
$
|
159,118
|
|
|
100.0
|
%
|
|
$
|
181,167
|
|
|
100.0
|
%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Gross Profit
|
|
% of Sales
|
|
Gross Profit
|
|
% of Sales
|
||||||
Component Processing
|
$
|
50,970
|
|
|
40.9
|
%
|
|
$
|
63,914
|
|
|
45.2
|
%
|
Micromachining
|
6,383
|
|
|
18.5
|
|
|
12,175
|
|
|
30.6
|
|
||
Corporate and other
|
(2,672
|
)
|
|
—
|
|
|
(16,218
|
)
|
|
—
|
|
||
|
$
|
54,681
|
|
|
34.4
|
%
|
|
$
|
59,871
|
|
|
33.0
|
%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Expense
|
|
% of Net Sales
|
|
Expense
|
|
% of Net Sales
|
||||||
Selling, general and administration
|
$
|
49,301
|
|
|
31.0
|
%
|
|
$
|
51,598
|
|
|
28.5
|
%
|
Research, development and engineering
|
35,166
|
|
|
22.1
|
|
|
37,839
|
|
|
20.9
|
|
||
Impairment of goodwill
|
7,889
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
||
Restructuring costs
|
2,069
|
|
|
1.3
|
|
|
1,070
|
|
|
0.6
|
|
||
Gain on sale of property and equipment, net
|
—
|
|
|
—
|
|
|
(1,301
|
)
|
|
(0.7
|
)
|
||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
—
|
|
|
(499
|
)
|
|
(0.3
|
)
|
||
|
$
|
94,425
|
|
|
59.3
|
%
|
|
$
|
88,707
|
|
|
49.0
|
%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Interest and Other Expense, net
|
|
% of Net Sales
|
|
Interest and Other Expense, net
|
|
% of Net Sales
|
||||||
Loss and other-than-temporary impairment of cost method investment
|
(4,263
|
)
|
|
(2.7
|
)%
|
|
(9,703
|
)
|
|
(5.4
|
)%
|
||
Interest and other income, net
|
430
|
|
|
0.3
|
|
|
113
|
|
|
0.1
|
|
||
Total non-operating (expense) income
|
$
|
(3,833
|
)
|
|
(2.4
|
)%
|
|
$
|
(9,590
|
)
|
|
(5.3
|
)%
|
|
2015
|
|
2014
|
||||||||||
(In thousands, except percentages)
|
Income Tax Provision
|
|
Effective
Tax Rate
|
|
Income Tax Benefit
|
|
Effective
Tax Rate
|
||||||
Provision for (Benefit from) income taxes
|
$
|
234
|
|
|
(0.5
|
)%
|
|
$
|
(92
|
)
|
|
0.2
|
%
|
(In thousands)
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
Purchase commitments
|
$
|
21,580
|
|
|
$
|
21,280
|
|
|
$
|
300
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating leases
|
7,312
|
|
|
3,032
|
|
|
2,344
|
|
|
1,589
|
|
|
215
|
|
|
132
|
|
|
—
|
|
|||||||
|
$
|
28,892
|
|
|
$
|
24,312
|
|
|
$
|
2,644
|
|
|
$
|
1,589
|
|
|
$
|
215
|
|
|
$
|
132
|
|
|
$
|
—
|
|
•
|
Revenue recognition;
|
•
|
Inventory valuation;
|
•
|
Product warranty reserves;
|
•
|
Allowance for doubtful accounts;
|
•
|
Accrued restructuring costs;
|
•
|
Share-based compensation;
|
•
|
Income taxes including the valuation of deferred tax assets;
|
•
|
Fair value measurements;
|
•
|
Valuation of long-lived assets; and
|
•
|
Valuation of goodwill.
|
(In thousands)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
42,413
|
|
|
$
|
50,994
|
|
Short-term investments
|
15,252
|
|
|
6,612
|
|
||
Trade receivables, net of allowances of $1,039 and $712
|
42,770
|
|
|
42,295
|
|
||
Inventories, net
|
60,470
|
|
|
56,637
|
|
||
Shipped systems pending acceptance
|
1,181
|
|
|
2,516
|
|
||
Deferred income taxes, net
|
—
|
|
|
178
|
|
||
Other current assets
|
5,340
|
|
|
6,090
|
|
||
Total current assets
|
167,426
|
|
|
165,322
|
|
||
Non-current assets:
|
|
|
|
||||
Property, plant and equipment, net of accumulated depreciation of $107,910 and $102,901
|
24,543
|
|
|
25,858
|
|
||
Deferred income taxes, net
|
914
|
|
|
174
|
|
||
Goodwill
|
7,445
|
|
|
7,717
|
|
||
Acquired intangible assets, net of accumulated amortization of $21,146 and $19,880
|
7,146
|
|
|
8,958
|
|
||
Other assets
|
12,626
|
|
|
13,211
|
|
||
Total assets
|
$
|
220,100
|
|
|
$
|
221,240
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
16,061
|
|
|
$
|
9,514
|
|
Accrued liabilities
|
18,334
|
|
|
18,666
|
|
||
Deferred income taxes, net
|
—
|
|
|
173
|
|
||
Deferred revenue
|
6,373
|
|
|
12,376
|
|
||
Total current liabilities
|
40,768
|
|
|
40,729
|
|
||
Non-current liabilities:
|
|
|
|
||||
Income taxes payable
|
1,266
|
|
|
1,176
|
|
||
Deferred income taxes, net
|
234
|
|
|
443
|
|
||
Other liabilities
|
7,801
|
|
|
1,571
|
|
||
Total liabilities
|
50,069
|
|
|
43,919
|
|
||
Commitments and contingencies (Note
19
)
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, without par value; 1,000 shares authorized; no shares issued
|
—
|
|
|
—
|
|
||
Common stock, without par value; 100,000 shares authorized; 31,613 and 30,704 issued and outstanding
|
195,024
|
|
|
189,134
|
|
||
Accumulated deficit
|
(23,998
|
)
|
|
(11,741
|
)
|
||
Accumulated other comprehensive (loss) income
|
(995
|
)
|
|
(72
|
)
|
||
Total shareholders’ equity
|
170,031
|
|
|
177,321
|
|
||
Total liabilities and shareholders’ equity
|
$
|
220,100
|
|
|
$
|
221,240
|
|
(In thousands, except per share amounts)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||
Systems
|
$
|
142,957
|
|
|
$
|
111,603
|
|
|
$
|
142,054
|
|
Service
|
41,434
|
|
|
47,515
|
|
|
39,113
|
|
|||
Total net sales
|
184,391
|
|
|
159,118
|
|
|
181,167
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Systems
|
89,169
|
|
|
78,195
|
|
|
100,870
|
|
|||
Service
|
22,519
|
|
|
26,242
|
|
|
20,426
|
|
|||
Total cost of sales
|
111,688
|
|
|
104,437
|
|
|
121,296
|
|
|||
Gross profit
|
72,703
|
|
|
54,681
|
|
|
59,871
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administration
|
49,753
|
|
|
48,525
|
|
|
51,598
|
|
|||
Research, development and engineering
|
32,400
|
|
|
35,166
|
|
|
37,839
|
|
|||
Restructuring costs
|
2,824
|
|
|
2,069
|
|
|
1,070
|
|
|||
Acquisition and integration costs
|
194
|
|
|
776
|
|
|
—
|
|
|||
Impairment of goodwill
|
—
|
|
|
7,889
|
|
|
—
|
|
|||
Gain on sale of property and equipment, net
|
—
|
|
|
—
|
|
|
(1,301
|
)
|
|||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
—
|
|
|
(499
|
)
|
|||
Net operating expenses
|
85,171
|
|
|
94,425
|
|
|
88,707
|
|
|||
Operating loss
|
(12,468
|
)
|
|
(39,744
|
)
|
|
(28,836
|
)
|
|||
Non-operating income (expense):
|
|
|
|
|
|
||||||
Loss and other-than-temporary impairment of cost method investment
|
—
|
|
|
(4,263
|
)
|
|
(9,703
|
)
|
|||
Interest and other income, net
|
195
|
|
|
430
|
|
|
113
|
|
|||
Total non-operating income (expense)
|
195
|
|
|
(3,833
|
)
|
|
(9,590
|
)
|
|||
Loss before income taxes
|
(12,273
|
)
|
|
(43,577
|
)
|
|
(38,426
|
)
|
|||
(Benefit from) provision for income taxes
|
(16
|
)
|
|
234
|
|
|
(92
|
)
|
|||
Net loss
|
$
|
(12,257
|
)
|
|
$
|
(43,811
|
)
|
|
$
|
(38,334
|
)
|
Net loss per share—basic
|
$
|
(0.39
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.28
|
)
|
Net loss per share—diluted
|
$
|
(0.39
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.28
|
)
|
Weighted average number of shares—basic
|
31,411
|
|
|
30,611
|
|
|
29,974
|
|
|||
Weighted average number of shares—diluted
|
31,411
|
|
|
30,611
|
|
|
29,974
|
|
|||
Cash dividends paid per outstanding common share
|
$
|
—
|
|
|
$
|
0.24
|
|
|
$
|
0.32
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(12,257
|
)
|
|
$
|
(43,811
|
)
|
|
$
|
(38,334
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Foreign currency translation adjustment, net of taxes of $0, $0 and $21
|
(922
|
)
|
|
(384
|
)
|
|
37
|
|
|||
Accumulated other comprehensive (loss) income related to benefit plan obligation, net of taxes of ($21), ($13), and $19
|
(4
|
)
|
|
(25
|
)
|
|
22
|
|
|||
Net unrealized (loss) gain on available-for-sale securities, net of taxes of $1, ($5), and $5
|
3
|
|
|
(15
|
)
|
|
9
|
|
|||
Comprehensive loss
|
$
|
(13,180
|
)
|
|
$
|
(44,235
|
)
|
|
$
|
(38,266
|
)
|
|
Common Stock
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
||||||||||||||
Balance at March 30, 2013
|
29,583
|
|
|
$
|
176,631
|
|
|
$
|
87,228
|
|
|
$
|
283
|
|
|
$
|
264,142
|
|
Cash dividends paid ($0.32 per outstanding common share)
|
—
|
|
|
—
|
|
|
(9,558
|
)
|
|
—
|
|
|
(9,558
|
)
|
||||
Employee stock plans
|
592
|
|
|
6,753
|
|
|
—
|
|
|
—
|
|
|
6,753
|
|
||||
Share repurchases
|
(20
|
)
|
|
(191
|
)
|
|
—
|
|
|
—
|
|
|
(191
|
)
|
||||
Net loss
|
—
|
|
|
—
|
|
|
(38,334
|
)
|
|
—
|
|
|
(38,334
|
)
|
||||
Other comprehensive income
|
|
|
|
|
|
|
69
|
|
|
69
|
|
|||||||
Balance at March 29, 2014
|
30,155
|
|
|
183,193
|
|
|
39,336
|
|
|
352
|
|
|
222,881
|
|
||||
Cash dividends paid ($0.24 per outstanding common share)
|
—
|
|
|
—
|
|
|
(7,266
|
)
|
|
—
|
|
|
(7,266
|
)
|
||||
Employee stock plans
|
757
|
|
|
4,555
|
|
|
—
|
|
|
—
|
|
|
4,555
|
|
||||
Share repurchases
|
(208
|
)
|
|
(1,456
|
)
|
|
—
|
|
|
—
|
|
|
(1,456
|
)
|
||||
Business acquisition, equity interest
|
—
|
|
|
2,842
|
|
|
—
|
|
|
—
|
|
|
2,842
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
(43,811
|
)
|
|
—
|
|
|
(43,811
|
)
|
||||
Other comprehensive loss
|
|
|
|
|
|
|
(424
|
)
|
|
(424
|
)
|
|||||||
Balance at March 28, 2015
|
30,704
|
|
|
189,134
|
|
|
(11,741
|
)
|
|
(72
|
)
|
|
177,321
|
|
||||
Employee stock plans
|
909
|
|
|
5,827
|
|
|
—
|
|
|
—
|
|
|
5,827
|
|
||||
Business acquisition (Note
6
)
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
(12,257
|
)
|
|
—
|
|
|
(12,257
|
)
|
||||
Other comprehensive loss
|
|
|
|
|
|
|
(923
|
)
|
|
(923
|
)
|
|||||||
Balance at April 2, 2016
|
31,613
|
|
|
$
|
195,024
|
|
|
$
|
(23,998
|
)
|
|
$
|
(995
|
)
|
|
$
|
170,031
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(12,257
|
)
|
|
$
|
(43,811
|
)
|
|
$
|
(38,334
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities (net of acquisitions):
|
|
|
|
|
|
||||||
Depreciation and amortization
|
7,343
|
|
|
7,817
|
|
|
7,642
|
|
|||
Amortization of acquired intangible assets
|
1,376
|
|
|
1,502
|
|
|
2,985
|
|
|||
Share-based compensation expense
|
5,103
|
|
|
4,542
|
|
|
6,105
|
|
|||
Provision for doubtful accounts
|
329
|
|
|
53
|
|
|
—
|
|
|||
Loss (gain) on sale of property and equipment, net
|
862
|
|
|
(6
|
)
|
|
(1,138
|
)
|
|||
Gain on acquisition of Semiconductor Systems business
|
—
|
|
|
—
|
|
|
(499
|
)
|
|||
Loss and other-than-temporary impairment of cost method investment
|
—
|
|
|
4,263
|
|
|
9,703
|
|
|||
Impairment of goodwill
|
—
|
|
|
7,889
|
|
|
—
|
|
|||
(Increase) decrease in deferred income taxes
|
(877
|
)
|
|
(54
|
)
|
|
4,377
|
|
|||
Changes in operating accounts, net of acquisitions:
|
|
|
|
|
|
||||||
Decrease (increase) in trade receivables, net
|
2,984
|
|
|
(7,965
|
)
|
|
(2,195
|
)
|
|||
(Increase) decrease in inventories
|
(7,303
|
)
|
|
1,091
|
|
|
7,567
|
|
|||
Decrease (increase) in shipped systems pending acceptance
|
1,631
|
|
|
(462
|
)
|
|
(1,047
|
)
|
|||
Decrease (increase) in other current assets
|
1,154
|
|
|
(200
|
)
|
|
(728
|
)
|
|||
Increase (decrease) in accounts payable and accrued liabilities
|
9,048
|
|
|
(4,013
|
)
|
|
(13,694
|
)
|
|||
(Decrease) increase in deferred revenue
|
(4,691
|
)
|
|
1,861
|
|
|
140
|
|
|||
Net cash provided by (used in) operating activities
|
4,702
|
|
|
(27,493
|
)
|
|
(19,116
|
)
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of investments
|
(380,841
|
)
|
|
(414,705
|
)
|
|
(268,132
|
)
|
|||
Proceeds from sales and maturities of investments
|
369,700
|
|
|
450,507
|
|
|
294,182
|
|
|||
Purchase of property, plant and equipment
|
(3,693
|
)
|
|
(5,374
|
)
|
|
(7,583
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
232
|
|
|
154
|
|
|
3,657
|
|
|||
Decrease (increase) in other assets
|
790
|
|
|
(2,638
|
)
|
|
438
|
|
|||
Cash paid for business acquisitions, net of cash acquired
|
—
|
|
|
(7,737
|
)
|
|
(9,731
|
)
|
|||
Minority equity investment
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||
Net cash (used in) provided by investing activities
|
(13,812
|
)
|
|
20,207
|
|
|
7,831
|
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
1,362
|
|
|
1,863
|
|
|
2,237
|
|
|||
Payment of withholding taxes on stock-based compensation
|
(638
|
)
|
|
(1,850
|
)
|
|
(1,589
|
)
|
|||
Cash dividends paid to shareholders
|
—
|
|
|
(7,266
|
)
|
|
(9,557
|
)
|
|||
Share repurchases
|
—
|
|
|
(1,456
|
)
|
|
(191
|
)
|
|||
Net cash provided by (used in) financing activities
|
724
|
|
|
(8,709
|
)
|
|
(9,100
|
)
|
|||
Effect of exchange rate changes on cash
|
(195
|
)
|
|
(1,472
|
)
|
|
(67
|
)
|
|||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(8,581
|
)
|
|
(17,467
|
)
|
|
(20,452
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
50,994
|
|
|
68,461
|
|
|
88,913
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
42,413
|
|
|
$
|
50,994
|
|
|
$
|
68,461
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
(57
|
)
|
|
$
|
(109
|
)
|
|
$
|
—
|
|
Cash paid for income taxes
|
$
|
(806
|
)
|
|
$
|
(1,157
|
)
|
|
$
|
(3,256
|
)
|
Income tax refunds received
|
$
|
140
|
|
|
$
|
633
|
|
|
$
|
163
|
|
Net increase in property, plant and equip. & other assets related to transfers from inventory
|
$
|
3,866
|
|
|
$
|
1,091
|
|
|
$
|
4,958
|
|
Non-cash additions to property, plant and equipment
|
$
|
766
|
|
|
$
|
372
|
|
|
$
|
461
|
|
•
|
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.
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
445
|
|
|
$
|
586
|
|
|
$
|
722
|
|
Selling, general and administration
|
3,004
|
|
|
2,847
|
|
|
4,213
|
|
|||
Research, development and engineering
|
783
|
|
|
1,109
|
|
|
1,170
|
|
|||
Share-based compensation expense
|
$
|
4,232
|
|
|
$
|
4,542
|
|
|
$
|
6,105
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.94
|
%
|
|
2.04
|
%
|
|
1.88
|
%
|
Expected dividend yield
|
—
|
%
|
|
4.6
|
%
|
|
3.5
|
%
|
Expected lives
|
7.4 years
|
|
|
7.0 years
|
|
|
6.0 years
|
|
Expected volatility
|
47
|
%
|
|
47
|
%
|
|
45
|
%
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
0.34
|
%
|
|
0.24
|
%
|
|
0.16
|
%
|
Expected dividend yield
|
—
|
%
|
|
3.2
|
%
|
|
3.3
|
%
|
Expected lives
|
1.1 years
|
|
|
1.1 years
|
|
|
1.1 years
|
|
Expected volatility
|
35
|
%
|
|
41
|
%
|
|
37
|
%
|
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Stock-Option and SAR Awards:
|
|
|
|
|
|
||||||
Grant date fair value per share
|
$
|
2.89
|
|
|
$
|
2.12
|
|
|
$
|
2.94
|
|
Total fair value of options and SARs granted
|
$
|
1,350
|
|
|
$
|
1,291
|
|
|
$
|
188
|
|
Total fair value of options and SARs vested
|
$
|
336
|
|
|
$
|
409
|
|
|
$
|
1,305
|
|
Total intrinsic value of options and SARs exercised
|
$
|
1
|
|
|
$
|
18
|
|
|
$
|
183
|
|
Unvested Restricted Stock Unit Awards:
|
|
|
|
|
|
||||||
Grant date fair value per share
|
$
|
5.52
|
|
|
$
|
6.80
|
|
|
$
|
10.19
|
|
Total fair value of awards granted
|
$
|
4,072
|
|
|
$
|
5,832
|
|
|
$
|
6,865
|
|
Total fair value of awards vested
|
$
|
4,324
|
|
|
$
|
7,532
|
|
|
$
|
5,251
|
|
Employee Stock Purchase Plan:
|
|
|
|
|
|
||||||
Grant date fair value per share
|
$
|
1.22
|
|
|
$
|
1.72
|
|
|
$
|
2.61
|
|
Total grant date fair value
|
$
|
394
|
|
|
$
|
559
|
|
|
$
|
699
|
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(In years)
|
|
Aggregate
Intrinsic Value
(In thousands)
|
|||||
Outstanding at March 30, 2013
|
2,773,788
|
|
|
$
|
17.98
|
|
|
|
|
|
||
Granted
|
63,853
|
|
|
9.24
|
|
|
|
|
|
|||
Exercised
|
(46,350
|
)
|
|
7.26
|
|
|
|
|
|
|||
Expired or forfeited
|
(892,882
|
)
|
|
23.67
|
|
|
|
|
|
|||
Outstanding at March 29, 2014
|
1,898,409
|
|
|
$
|
15.27
|
|
|
3.76
|
|
$
|
1,275
|
|
Granted
|
634,523
|
|
|
6.91
|
|
|
|
|
|
|||
Exercised
|
(8,250
|
)
|
|
7.26
|
|
|
|
|
|
|||
Expired or forfeited
|
(295,636
|
)
|
|
18.30
|
|
|
|
|
|
|||
Outstanding at March 28, 2015
|
2,229,046
|
|
|
$
|
12.52
|
|
|
4.45
|
|
$
|
—
|
|
Granted
|
467,000
|
|
|
5.63
|
|
|
|
|
|
|||
Exercised
|
(2,500
|
)
|
|
6.71
|
|
|
|
|
|
|||
Expired or forfeited
|
(537,946
|
)
|
|
16.53
|
|
|
|
|
|
|||
Outstanding at April 2, 2016
|
2,155,600
|
|
|
$
|
10.03
|
|
|
5.35
|
|
$
|
904
|
|
Vested and expected to vest at April 2, 2016
|
2,124,474
|
|
|
$
|
10.09
|
|
|
5.30
|
|
$
|
867
|
|
Exercisable at April 2, 2016
|
1,288,983
|
|
|
$
|
12.54
|
|
|
3.06
|
|
$
|
54
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Term
(In years)
|
|
Aggregate
Intrinsic Value
(In thousands)
|
|||||
Outstanding at March 30, 2013
|
1,092,489
|
|
|
$
|
12.19
|
|
|
|
|
|
||
Awarded
|
465,789
|
|
|
10.08
|
|
|
|
|
|
|||
Vested
|
(299,538
|
)
|
|
11.84
|
|
|
|
|
|
|||
Forfeited
|
(143,139
|
)
|
|
11.63
|
|
|
|
|
|
|||
Outstanding at March 29, 2014
|
1,115,601
|
|
|
$
|
11.47
|
|
|
1.65
|
|
$
|
11,033
|
|
Awarded
|
459,295
|
|
|
6.33
|
|
|
|
|
|
|||
Vested
|
(672,930
|
)
|
|
11.19
|
|
|
|
|
|
|||
Forfeited
|
(66,125
|
)
|
|
9.82
|
|
|
|
|
|
|||
Outstanding at March 28, 2015
|
835,841
|
|
|
$
|
8.90
|
|
|
1.91
|
|
$
|
5,149
|
|
Awarded
|
737,200
|
|
|
5.52
|
|
|
|
|
|
|||
Vested
|
(360,349
|
)
|
|
11.75
|
|
|
|
|
|
|||
Forfeited
|
(130,888
|
)
|
|
7.66
|
|
|
|
|
|
|||
Outstanding at April 2, 2016
|
1,081,804
|
|
|
$
|
6.77
|
|
|
1.93
|
|
$
|
7,781
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Weighted
Average
Remaining
Contractual
Term
(In years)
|
|
Aggregate
Intrinsic Value
(In thousands)
|
|||||
Outstanding at March 30, 2013
|
372,527
|
|
|
$
|
10.72
|
|
|
|
|
|
||
Awarded
|
213,662
|
|
|
10.45
|
|
|
|
|
|
|||
Vested
(1)
|
(151,145
|
)
|
|
11.29
|
|
|
|
|
|
|||
Forfeited
|
(38,511
|
)
|
|
11.13
|
|
|
|
|
|
|||
Outstanding at March 29, 2014
|
396,533
|
|
|
$
|
10.33
|
|
|
1.51
|
|
$
|
3,922
|
|
Awarded
|
398,905
|
|
|
7.33
|
|
|
|
|
|
|||
Vested
(1)
|
(234
|
)
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(201,500
|
)
|
|
11.63
|
|
|
|
|
|
|||
Outstanding at March 28, 2015
|
593,704
|
|
|
$
|
7.88
|
|
|
1.81
|
|
$
|
3,657
|
|
Awarded
|
—
|
|
|
—
|
|
|
|
|
|
|||
Vested
(1)
|
(5,592
|
)
|
|
14.64
|
|
|
|
|
|
|||
Forfeited
|
(187,125
|
)
|
|
10.84
|
|
|
|
|
|
|||
Outstanding at April 2, 2016
|
400,987
|
|
|
$
|
6.93
|
|
|
1.00
|
|
$
|
2,928
|
|
(1)
|
Zero
performance-based shares were earned in
2016
,
2015
and
2014
.
|
April 2, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market securities
|
$
|
4,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,643
|
|
Commercial paper
|
—
|
|
|
12,140
|
|
|
—
|
|
|
12,140
|
|
||||
Total cash equivalents
|
$
|
4,643
|
|
|
$
|
12,140
|
|
|
$
|
—
|
|
|
$
|
16,783
|
|
Short term investments - available for sale:
|
|
|
|
|
|
|
|
||||||||
U.S. treasury fund
|
$
|
1,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,003
|
|
Government agencies
|
—
|
|
|
13,252
|
|
|
—
|
|
|
13,252
|
|
||||
Commercial paper
|
—
|
|
|
997
|
|
|
—
|
|
|
997
|
|
||||
Total short-term investments - available for sale
|
$
|
1,003
|
|
|
$
|
14,249
|
|
|
$
|
—
|
|
|
$
|
15,252
|
|
|
|
|
|
|
|
|
|
||||||||
Forward purchase or (sale) contracts:
|
|
|
|
|
|
|
|
||||||||
Japanese Yen
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
New Taiwan Dollar
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
||||
Korean Won
|
—
|
|
|
129
|
|
|
—
|
|
|
129
|
|
||||
Euro
|
—
|
|
|
(367
|
)
|
|
—
|
|
|
(367
|
)
|
||||
Chinese Renminbi
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||
Singapore Dollar
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
||||
Total forward contracts
|
$
|
—
|
|
|
$
|
(245
|
)
|
|
$
|
—
|
|
|
$
|
(245
|
)
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets:*
|
|
|
|
|
|
|
|
||||||||
Mutual funds and exchange traded funds
|
$
|
1,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,916
|
|
Money market securities
|
588
|
|
|
—
|
|
|
—
|
|
|
588
|
|
||||
Total deferred compensation plan assets
|
$
|
2,504
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,504
|
|
March 28, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market securities
|
$
|
14,280
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,280
|
|
Commercial paper
|
—
|
|
|
15,537
|
|
|
—
|
|
|
15,537
|
|
||||
Government agencies
|
—
|
|
|
2,702
|
|
|
—
|
|
|
2,702
|
|
||||
Total cash equivalents
|
$
|
14,280
|
|
|
$
|
18,239
|
|
|
$
|
—
|
|
|
$
|
32,519
|
|
Short term investments - available for sale:
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
$
|
—
|
|
|
$
|
3,872
|
|
|
$
|
—
|
|
|
$
|
3,872
|
|
Corporate bonds
|
—
|
|
|
853
|
|
|
—
|
|
|
853
|
|
||||
Total short-term investments - available for sale
|
$
|
—
|
|
|
$
|
4,725
|
|
|
$
|
—
|
|
|
$
|
4,725
|
|
|
|
|
|
|
|
|
|
||||||||
Forward purchase or (sale) contracts:
|
|
|
|
|
|
|
|
||||||||
Japanese Yen
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
New Taiwan Dollar
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||
Korean Won
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(44
|
)
|
||||
Euro
|
—
|
|
|
277
|
|
|
—
|
|
|
277
|
|
||||
British Pound
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
||||
Chinese Renminbi
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||
Total forward contracts
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
76
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets:*
|
|
|
|
|
|
|
|
||||||||
Mutual funds and exchange traded funds
|
$
|
1,885
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,885
|
|
Money market securities
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
||||
Total deferred compensation plan assets
|
$
|
2,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,075
|
|
|
|
|
Unrealized
|
|
|
||||||||||
April 2, 2016
|
Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Available-for-sale securities (current):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
13,137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,137
|
|
Government agencies
|
13,247
|
|
|
5
|
|
|
—
|
|
|
13,252
|
|
||||
Total investments (current)
|
$
|
26,384
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
26,389
|
|
Available-for-sale securities (non-current):
|
|
|
|
|
|
|
|
||||||||
Mutual funds, exchange traded funds and money market securities*
|
$
|
2,507
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
2,504
|
|
Total investments (non-current)
|
$
|
2,507
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
2,504
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Unrealized
|
|
|
||||||||||
March 28, 2015
|
Cost
|
|
Gain
|
|
Loss
|
|
Fair Value
|
||||||||
Available-for-sale securities (current):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
15,537
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,537
|
|
Municipal bonds
|
3,870
|
|
|
2
|
|
|
—
|
|
|
3,872
|
|
||||
Government agencies
|
2,702
|
|
|
—
|
|
|
—
|
|
|
2,702
|
|
||||
Corporate bonds
|
853
|
|
|
—
|
|
|
—
|
|
|
853
|
|
||||
Mutual funds, exchange traded funds and money market securities*
|
1,950
|
|
|
125
|
|
|
—
|
|
|
2,075
|
|
||||
Total investments (current)
|
$
|
24,912
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
25,039
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Current trade accounts receivable, net
|
$
|
42,770
|
|
|
$
|
42,295
|
|
Non-current trade accounts receivable
|
320
|
|
|
3,656
|
|
||
|
$
|
43,090
|
|
|
$
|
45,951
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Raw materials and purchased parts
|
$
|
38,957
|
|
|
$
|
37,991
|
|
Work-in-process
|
14,270
|
|
|
14,834
|
|
||
Finished goods
|
7,243
|
|
|
3,812
|
|
||
|
$
|
60,470
|
|
|
$
|
56,637
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Prepaid expenses
|
$
|
2,747
|
|
|
$
|
2,595
|
|
Value added tax receivable
|
1,353
|
|
|
802
|
|
||
Acquisition related receivable
|
—
|
|
|
1,180
|
|
||
Other
|
1,240
|
|
|
1,513
|
|
||
|
$
|
5,340
|
|
|
$
|
6,090
|
|
(In thousands)
|
Estimated
Useful Lives
|
|
2016
|
|
2015
|
||||
Land
|
n/a
|
|
$
|
2,152
|
|
|
$
|
2,152
|
|
Buildings and improvements
|
3 to 40 years
|
|
36,487
|
|
|
37,841
|
|
||
Machinery and equipment
|
3 to 10 years
|
|
57,986
|
|
|
53,781
|
|
||
Computer equipment and software
|
1 to 7 years
|
|
35,828
|
|
|
34,985
|
|
||
|
|
|
132,453
|
|
|
128,759
|
|
||
Less accumulated depreciation
|
|
|
(107,910
|
)
|
|
(102,901
|
)
|
||
|
|
|
$
|
24,543
|
|
|
$
|
25,858
|
|
(In thousands, except years)
|
Weighted
Average
Useful Life
(In years)
|
|
2016
|
|
2015
|
||||
Developed technology
|
7.1
|
|
$
|
19,457
|
|
|
$
|
20,001
|
|
Customer relationships
|
5.6
|
|
3,154
|
|
|
3,154
|
|
||
Customer backlog
|
1.0
|
|
1,341
|
|
|
1,341
|
|
||
Trade name and trademarks
|
3
|
|
463
|
|
|
463
|
|
||
Fair value of below-market lease (non-current portion)
|
3.8
|
|
310
|
|
|
310
|
|
||
Change of control agreements
|
1
|
|
100
|
|
|
100
|
|
||
Patents
|
13.0
|
|
3,467
|
|
|
3,469
|
|
||
|
|
|
28,292
|
|
|
28,838
|
|
||
Less accumulated amortization
|
|
|
(21,146
|
)
|
|
(19,880
|
)
|
||
|
|
|
$
|
7,146
|
|
|
$
|
8,958
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
1,140
|
|
|
$
|
1,095
|
|
|
$
|
2,293
|
|
Selling, general and administration
|
36
|
|
|
210
|
|
|
212
|
|
|||
Research, development and engineering
|
200
|
|
|
197
|
|
|
480
|
|
|||
|
$
|
1,376
|
|
|
$
|
1,502
|
|
|
$
|
2,985
|
|
Year
|
Amortization
|
||
2017
|
$
|
1,089
|
|
2018
|
1,087
|
|
|
2019
|
1,087
|
|
|
2020
|
1,035
|
|
|
2021
|
1,012
|
|
|
Future years
|
1,836
|
|
|
|
$
|
7,146
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Consignment and demo equipment, net
|
$
|
7,242
|
|
|
$
|
7,164
|
|
Long term deposits
|
2,543
|
|
|
2,376
|
|
||
Non-current trade accounts receivable, net
|
320
|
|
|
3,656
|
|
||
Other non-current assets
|
2,521
|
|
|
15
|
|
||
|
$
|
12,626
|
|
|
$
|
13,211
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Deferred tax assets and liabilities:
|
|
|
|
||||
Current
|
|
|
|
||||
Inventory valuation and warranty costs
|
$
|
—
|
|
|
$
|
10,781
|
|
Receivables and other current assets
|
—
|
|
|
(272
|
)
|
||
Payroll-related accruals
|
—
|
|
|
1,288
|
|
||
Accrued liabilities
|
—
|
|
|
2,382
|
|
||
Deferred revenue
|
—
|
|
|
3,368
|
|
||
Other
|
—
|
|
|
1,029
|
|
||
Total current deferred tax assets
|
—
|
|
|
18,576
|
|
||
Valuation allowance, current
|
—
|
|
|
(18,571
|
)
|
||
Net current deferred tax assets (liabilities)
|
—
|
|
|
5
|
|
||
Non-current
|
|
|
|
||||
Inventory valuation and warranty costs
|
11,524
|
|
|
—
|
|
||
Receivables and other non-current assets
|
(91
|
)
|
|
—
|
|
||
Payroll-related accruals
|
6,035
|
|
|
4,704
|
|
||
Intangible assets and investments
|
865
|
|
|
(1,677
|
)
|
||
Accrued liabilities
|
1,626
|
|
|
454
|
|
||
Deferred revenue
|
1,746
|
|
|
—
|
|
||
Property, plant and equipment
|
5,220
|
|
|
5,187
|
|
||
Other comprehensive income
|
219
|
|
|
(112
|
)
|
||
Tax loss and credit carryforwards
|
67,630
|
|
|
59,137
|
|
||
Other assets
|
(219
|
)
|
|
1,049
|
|
||
Total non-current deferred tax assets
|
94,555
|
|
|
68,742
|
|
||
Valuation allowance, non-current
|
(93,875
|
)
|
|
(69,011
|
)
|
||
Net non-current deferred tax (liabilities) assets
|
680
|
|
|
(269
|
)
|
||
Total deferred tax assets
|
94,555
|
|
|
87,318
|
|
||
Total valuation allowance
|
(93,875
|
)
|
|
(87,582
|
)
|
||
Net deferred tax (liabilities) assets
|
$
|
680
|
|
|
$
|
(264
|
)
|
(In thousands)
|
2016
|
|
2015
|
||||
Federal net operating losses
|
$
|
27,430
|
|
|
$
|
19,785
|
|
State net operating losses
|
3,467
|
|
|
3,467
|
|
||
Foreign operating losses and tax credits
|
12,173
|
|
|
11,433
|
|
||
Federal research credits
|
21,336
|
|
|
19,670
|
|
||
State research credits
|
4,480
|
|
|
4,287
|
|
||
Federal minimum tax credit
|
990
|
|
|
1,049
|
|
||
Federal capital losses
|
8,022
|
|
|
8,855
|
|
||
|
$
|
77,898
|
|
|
$
|
68,546
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
Domestic
|
$
|
(13,385
|
)
|
|
$
|
(39,656
|
)
|
|
$
|
(37,739
|
)
|
Foreign
|
1,112
|
|
|
(3,921
|
)
|
|
(687
|
)
|
|||
Total loss before income taxes
|
(12,273
|
)
|
|
(43,577
|
)
|
|
(38,426
|
)
|
|||
Provision for (benefit from) income taxes:
|
|
|
|
|
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal and state
|
8
|
|
|
(983
|
)
|
|
(605
|
)
|
|||
Foreign
|
916
|
|
|
1,205
|
|
|
437
|
|
|||
|
924
|
|
|
222
|
|
|
(168
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal and state
|
—
|
|
|
5
|
|
|
(26
|
)
|
|||
Foreign
|
(940
|
)
|
|
7
|
|
|
102
|
|
|||
|
(940
|
)
|
|
12
|
|
|
76
|
|
|||
Total provision for (benefit from) income taxes
|
$
|
(16
|
)
|
|
$
|
234
|
|
|
$
|
(92
|
)
|
Major Jurisdictions
|
Open Tax Years
|
Canada
|
2012 and forward
|
China
|
2006 and forward
|
France
|
2013 and forward
|
Japan
|
2009 and forward
|
Korea
|
2011 and forward
|
Singapore
|
2012 and forward
|
Taiwan
|
2011 and forward
|
United Kingdom
|
2012 and forward
|
United States
|
2004 and forward
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning unrecognized tax benefits balance
|
$
|
9,654
|
|
|
$
|
9,356
|
|
|
$
|
9,210
|
|
Gross increases for tax positions of prior years
|
731
|
|
|
849
|
|
|
44
|
|
|||
Gross decreases for tax positions of prior years
|
—
|
|
|
(1,013
|
)
|
|
—
|
|
|||
Gross increases for tax positions for current year
|
—
|
|
|
462
|
|
|
102
|
|
|||
Ending unrecognized tax benefits balance
|
$
|
10,385
|
|
|
$
|
9,654
|
|
|
$
|
9,356
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Payroll-related liabilities
|
$
|
5,717
|
|
|
$
|
6,723
|
|
Product warranty accrual
|
3,666
|
|
|
3,342
|
|
||
Purchase order commitments and receipts
|
2,588
|
|
|
1,815
|
|
||
Customer deposits
|
1,731
|
|
|
1,057
|
|
||
Professional fees payable
|
1,052
|
|
|
1,237
|
|
||
Restructuring and cost management amounts payable
|
757
|
|
|
1,997
|
|
||
Freight accrual
|
538
|
|
|
171
|
|
||
Value added taxes payable
|
388
|
|
|
474
|
|
||
Income taxes payable
|
181
|
|
|
83
|
|
||
Other current liabilities
|
1,716
|
|
|
1,767
|
|
||
|
$
|
18,334
|
|
|
$
|
18,666
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Deferred compensation
|
$
|
2,504
|
|
|
$
|
—
|
|
Product warranty accrual
|
2,068
|
|
|
—
|
|
||
Other non-current liabilities
|
3,229
|
|
|
1,571
|
|
||
|
$
|
7,801
|
|
|
$
|
1,571
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Product warranty accrual, beginning
|
$
|
3,342
|
|
|
$
|
4,215
|
|
|
$
|
5,411
|
|
Warranty charges incurred, net
|
(7,781
|
)
|
|
(6,468
|
)
|
|
(7,178
|
)
|
|||
Provision for warranty charges
|
10,173
|
|
|
5,595
|
|
|
5,982
|
|
|||
Product warranty accrual, ending
|
$
|
5,734
|
|
|
$
|
3,342
|
|
|
$
|
4,215
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Deferred revenue, beginning
|
$
|
12,376
|
|
|
$
|
10,515
|
|
|
$
|
10,196
|
|
Revenue deferred
|
58,416
|
|
|
46,139
|
|
|
34,594
|
|
|||
Revenue recognized
|
(63,107
|
)
|
|
(44,278
|
)
|
|
(34,275
|
)
|
|||
Deferred revenue, ending
|
$
|
7,685
|
|
|
$
|
12,376
|
|
|
$
|
10,515
|
|
Year
|
Operating
Leases |
||
2017
|
$
|
3,032
|
|
2018
|
2,344
|
|
|
2019
|
1,589
|
|
|
2020
|
215
|
|
|
2021
|
132
|
|
|
Thereafter
|
—
|
|
|
|
$
|
7,312
|
|
(In thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(12,257
|
)
|
|
$
|
(43,811
|
)
|
|
$
|
(38,334
|
)
|
Weighted average shares used for basic earnings per share
|
31,411
|
|
|
30,611
|
|
|
29,974
|
|
|||
Incremental diluted shares
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average shares used for diluted earnings per share
|
31,411
|
|
|
30,611
|
|
|
29,974
|
|
|||
Net loss per share:
|
|
|
|
|
|
||||||
Net loss—basic
|
$
|
(0.39
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.28
|
)
|
Net loss—diluted
|
$
|
(0.39
|
)
|
|
$
|
(1.43
|
)
|
|
$
|
(1.28
|
)
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Component Processing
|
$
|
152,284
|
|
|
$
|
124,598
|
|
|
$
|
141,401
|
|
Micromachining
|
32,107
|
|
|
34,520
|
|
|
39,766
|
|
|||
|
$
|
184,391
|
|
|
$
|
159,118
|
|
|
$
|
181,167
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Component Processing
|
$
|
66,693
|
|
|
$
|
50,970
|
|
|
$
|
63,914
|
|
Micromachining
|
9,386
|
|
|
6,383
|
|
|
12,175
|
|
|||
Corporate and other
|
(3,376
|
)
|
|
(2,672
|
)
|
|
(16,218
|
)
|
|||
|
$
|
72,703
|
|
|
$
|
54,681
|
|
|
$
|
59,871
|
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Asia
|
$
|
152,259
|
|
|
$
|
124,049
|
|
|
$
|
136,336
|
|
Americas
|
21,206
|
|
|
18,067
|
|
|
31,596
|
|
|||
Europe
|
10,926
|
|
|
17,002
|
|
|
13,235
|
|
|||
|
$
|
184,391
|
|
|
$
|
159,118
|
|
|
$
|
181,167
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Americas
|
$
|
26,359
|
|
|
$
|
28,606
|
|
Asia
|
17,318
|
|
|
19,775
|
|
||
Europe
|
5,579
|
|
|
5,960
|
|
||
|
$
|
49,256
|
|
|
$
|
54,341
|
|
Restructuring & cost management amounts payable as of March 30, 2013
|
$
|
485
|
|
Cash payments and other adjustments
|
(204
|
)
|
|
Costs incurred
|
769
|
|
|
Restructuring & cost management amounts payable as of March 29, 2014
|
1,050
|
|
|
Cash payments and other adjustments
|
(985
|
)
|
|
Costs incurred
|
1,932
|
|
|
Restructuring & cost management amounts payable as of March 28, 2015
|
1,997
|
|
|
Cash payments and other adjustments
|
(4,064
|
)
|
|
Costs incurred
|
2,824
|
|
|
Restructuring & cost management amounts payable as of April 2, 2016
|
$
|
757
|
|
(In thousands, except per share data)
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||
Year Ended April 2, 2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Systems
|
$
|
32,062
|
|
|
$
|
35,570
|
|
|
$
|
31,282
|
|
|
$
|
44,043
|
|
Service
|
11,029
|
|
|
10,902
|
|
|
12,060
|
|
|
7,443
|
|
||||
Total net sales
|
43,091
|
|
|
46,472
|
|
|
43,342
|
|
|
51,486
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
Systems
|
21,285
|
|
|
22,345
|
|
|
20,292
|
|
|
25,247
|
|
||||
Service
|
6,429
|
|
|
5,706
|
|
|
5,329
|
|
|
5,055
|
|
||||
Total cost of sales
|
27,714
|
|
|
28,051
|
|
|
25,621
|
|
|
30,302
|
|
||||
Gross profit
|
15,377
|
|
|
18,421
|
|
|
17,721
|
|
|
21,184
|
|
||||
Net (loss) income
|
(6,364
|
)
|
|
(3,260
|
)
|
|
(4,586
|
)
|
|
1,953
|
|
||||
Basic net (loss) income per share
|
(0.20
|
)
|
|
(0.10
|
)
|
|
(0.15
|
)
|
|
0.06
|
|
||||
Diluted net (loss) income per share
|
(0.20
|
)
|
|
(0.10
|
)
|
|
(0.15
|
)
|
|
0.06
|
|
||||
Dividends per outstanding common share
|
|
|
|
|
|
|
|
||||||||
Declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended March 28, 2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Systems
|
$
|
23,424
|
|
|
$
|
30,273
|
|
|
$
|
31,750
|
|
|
$
|
26,156
|
|
Service
|
11,606
|
|
|
12,583
|
|
|
11,911
|
|
|
11,415
|
|
||||
Total net sales
|
35,030
|
|
|
42,856
|
|
|
43,661
|
|
|
37,571
|
|
||||
Cost of sales:
|
|
|
|
|
|
|
|
||||||||
Systems
|
16,934
|
|
|
20,742
|
|
|
22,031
|
|
|
18,488
|
|
||||
Service
|
5,808
|
|
|
7,349
|
|
|
6,917
|
|
|
6,168
|
|
||||
Total cost of sales
|
22,742
|
|
|
28,091
|
|
|
28,948
|
|
|
24,656
|
|
||||
Gross profit
|
12,288
|
|
|
14,765
|
|
|
14,713
|
|
|
12,915
|
|
||||
Net loss
|
(8,251
|
)
|
|
(6,243
|
)
|
|
(6,376
|
)
|
|
(22,941
|
)
|
||||
Basic net loss per share
|
(0.27
|
)
|
|
(0.20
|
)
|
|
(0.21
|
)
|
|
(0.75
|
)
|
||||
Diluted net loss per share
|
(0.27
|
)
|
|
(0.20
|
)
|
|
(0.21
|
)
|
|
(0.75
|
)
|
||||
Dividends per outstanding common share
|
|
|
|
|
|
|
|
||||||||
Declared
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
Paid
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
—
|
|
1.
|
In the fourth quarter of 2016, gross profit included
$0.4 million
of charges for intangible write-off related to discontinued products.
|
2.
|
In each of the second, third and fourth quarters of 2016, net loss included
$0.6 million
,
$1.9 million
and
$0.2 million
of restructuring charges related to the Chelmsford, Massachusetts restructuring plan. Second quarter charge included $1.1 million of asset write-off due to the closure of the Chelmsford, Massachusetts manufacturing plant.
|
3.
|
In the third quarter of 2016, gross profit included
$1.4 million
of charges for inventory write-offs related to discontinued products.
|
4.
|
In the first and second quarters of 2016, net loss included
$0.2 million
and
$0.1 million
of acquisition and integration charges related to Topwin.
|
5.
|
In the fourth quarter of 2015, gross profit included
$1.0 million
of charges for inventory write-offs related to the Chelmsford, Massachusetts restructuring plan.
|
6.
|
In the fourth quarter of 2015, net operating expenses included a non-cash goodwill impairment charge of
$7.9 million
to write down the goodwill to its implied fair value as of
March 28, 2015
, a
$2.0 million
restructuring cost related to the Chelmsford, Massachusetts restructuring plan, primarily consisting of employee severance and related costs.
|
7.
|
In each of the third and fourth quarters of 2015, net loss included
$0.3 million
and
$0.5 million
of acquisition and integration charges related to Topwin.
|
8.
|
In the fourth quarter of 2015, net loss included a loss on a cost method investment of
$4.3 million
and a
$0.6 million
gain on liquidation of a foreign subsidiary.
|
|
Page
|
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 March 26 2015.
|
10.1
|
*
|
2000 Stock Option Plan. Incorporated by reference to Exhibit 10-F of the Company’s Annual Report on Form 10-K for the fiscal year ended June 3, 2000.
|
10.2
|
*
|
2000 Stock Option Incentive Plan. Incorporated by reference to Appendix A of the Company’s definitive Proxy Statement for its 2000 Annual Meeting of Shareholders.
|
10.3
|
*
|
Loan and Security Agreement, dated March 20, 2015, between the Company and Silicon Valley Bank. Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-k filed on March 23, 2015.
|
10.4
|
*
|
Form of Change in Control Agreement between the Company and Edward Grady. Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2014 (the “December 2014 10-Q”).
|
10.5
|
*
|
Form of Stock Settled Stock Appreciation Rights Agreement between the Company and Edward Grady (November 18, 2014 awards). Incorporated by reference to Exhibit 10.2 to the December 2014 10-Q.
|
10.6
|
*
|
Form of Performance-Based Restricted Stock Unit Award Agreement between the Company and Edward Grady (November 18, 2014). Incorporated by reference to Exhibit 10.3 to the December 2014 10-Q.
|
10.7
|
*
|
Form of Performance-Based Restricted Stock Unit Award Agreement between the Company and executives other than Edward Grady (November 18, 2014). Incorporated by reference to Exhibit 10.4 to the December 2014 10-Q.
|
10.8
|
|
Form of Performance-Based Restricted Stock Unit Agreement (May 2014 grants). Incorporated by reference to Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2014
|
10.9
|
*
|
2004 Stock Incentive Plan, as amended. Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on August 25, 2014.
|
10.10
|
*
|
Deferred Compensation Plan 2008 Restatement. Incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2008 (the “2008 10-K”).
|
10.11
|
*
|
Amendment No. 1 to Deferred Compensation Plan 2008 Restatement. Incorporated by reference to Exhibit 10.31 of the 2008 10-K.
|
10.12
|
*
|
Amendment No. 2 to Deferred Compensation Plan 2008 Restatement, dated February 16, 2012. Incorporated by reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (the "2012 10-K").
|
10.13
|
*
|
Form of Change in Control Agreement between the Company and each of Robert DeBakker, Paul Oldham and Bing Fai Wong. Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed May 18, 2015.
|
10.14
|
*
|
Form of Restricted Stock Unit Agreement for directors. Incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed July 25, 2006.
|
10.15
|
*
|
Form of Notice of Grant of Stock Options and Option Agreement and related Terms and Conditions (for awards made after February 2008). Incorporated by reference to Exhibit 10.27 of the 2008 10-K.
|
10.16
|
*
|
Form of Stock Appreciation Rights Agreement (for awards made prior to May 2010). Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 26, 2009.
|
10.17
|
*
|
Form of Indemnification Agreement for directors and certain officers. Incorporated by reference to Exhibit 10 of the Company’s Current Report on Form 8-K filed on February 17, 2010.
|
10.18
|
*
|
Form of Stock Appreciation Rights Agreement (for awards made on May 13, 2010). Incorporated by reference
to Exhibit 10.34 of the Company's Annual Report on Form 10-K for the fiscal year ended April 22, 2011.
|
10.19
|
*
|
Form of Restricted Stock Units Award Agreement (for awards made on or after May 12, 2011). Incorporated by reference to Exhibit 10.40 of the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2012.
|
10.20
|
*
|
Separation and Release Agreement, dated November 9, 2015, between the Company and Kerry Mustoe. Incorporated by reference to Exhibit 10 of the Company's Current Report on Form 8-K filed on November 10, 2015.
|
10.21
|
*
|
Offer Letter, dated February 23, 2014, between Electro Scientific Industries, Inc. and Edward C. Grady. Incorporated by reference to Exhibit 10 of the Company’s Current Report on form 8-K filed February 27, 2014.
|
10.22
|
*
|
Offer Letter, dated February 23, 2014, between Electro Scientific Industries, Inc. and Edward C. Grady. Incorporated by reference to Exhibit 10 of the Company’s Current Report on form 8-K filed February 27, 2014.
|
10.23
|
*
|
Form of Stock Appreciation Rights Agreement (for awards made between May 2011 and April 2015)
|
10.24
|
*
|
Form of Stock Appreciation Rights Agreement (for awards made after April 2015)
|
21
|
|
Subsidiaries of the Company
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LLP
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm - KPMG LLP
|
24.1
|
|
Power of Attorney for Frederick Ball
|
24.2
|
|
Power of Attorney for Robert R. Walker
|
24.3
|
|
Power of Attorney for Edward C. Grady
|
24.4
|
|
Power of Attorney for Laurence E. Cramer
|
24.5
|
|
Power of Attorney for Raymond A. Link
|
24.6
|
|
Power of Attorney for John Medica
|
24.7
|
|
Power of Attorney for Richard H. Wills
|
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:
|
June 14, 2016
|
ELECTRO SCIENTIFIC INDUSTRIES, INC.
|
|
|
|
By:
|
/s/ Edward C. Grady
|
|
|
|
Edward C. Grady
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
/s/ Edward C. Grady
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
Edward C. Grady
|
|
|
/s/ P
AUL
O
LDHAM
|
|
Senior Vice President of Administration, Chief Financial Officer and Corporate Secretary
(Principal Financial Officer and Principal Accounting Officer)
|
Paul Oldham
|
|
|
*F
REDERICK
A. B
ALL
|
|
Director
|
Frederick Ball
|
|
|
*L
AURENCE
E. C
RAMER
|
|
Director
|
Laurence E. Cramer
|
|
|
*R
AYMOND
A. L
INK
|
|
Director
|
Raymond A. Link
|
|
|
*J
OHN
M
EDICA
|
|
Director
|
John Medica
|
|
|
*R
OBERT
R. W
ALKER
|
|
Director
|
Robert R. Walker
|
|
|
*R
ICHARD
H. W
ILLS
|
|
Chairman of the Board
|
Richard H. Wills
|
|
|
* By:
|
|
/s/ P
AUL
O
LDHAM
|
|
|
|
Paul Oldham,
Attorney-in-fact
|
|
Name
|
|
State/Country of
Incorporation
|
|
Percentage
of Voting
Securities
Owned
|
ESI International Corp.
|
|
Oregon
|
|
100%
|
ESI China, Inc.
|
|
Oregon
|
|
100%
|
New Wave Research, Inc.
|
|
California
|
|
100%
|
ESI-Pyrophotonics Lasers, Inc.
|
|
Canada
|
|
100%
|
Electro Scientific Industries Europe Ltd.
|
|
United Kingdom
|
|
100%
|
Electro Scientific Industries, SARL
|
|
France
|
|
100%
|
Electro Scientific Industries GmbH
|
|
Germany
|
|
100%
|
Eolite Systems, SAS
|
|
France
|
|
100%
|
ESI Taiwan (Branch Office)
|
|
Taiwan
|
|
100%
|
ESI Electronic Equipment (Shanghai) Co., Ltd.
|
|
China
|
|
100%
|
ESI Korea Co. Ltd.
|
|
Korea
|
|
100%
|
Electro Scientific Industries Japan Co., Ltd.
|
|
Japan
|
|
100%
|
Electro Scientific Industries Singapore PTE Ltd.
|
|
Singapore
|
|
100%
|
ESI Technology Development, Pte. Ltd.
|
|
Singapore
|
|
100%
|
ESI China R&D Investment, Pte. Ltd.
|
|
Singapore
|
|
100%
|
ESI (Beijing) R&D Center Co., Ltd.
|
|
China
|
|
100%
|
ESI (Beijing) Electro Optic Manufacturing Co. Ltd.
|
|
China
|
|
100%
|
Wuhan Topwin Optoelectronics Technology Co. Ltd.
|
|
China
|
|
100%
|
|
/s/ Deloitte & Touche LLP
|
|
Portland, Oregon
|
June 14, 2016
|
|
/s/ KPMG LLP
|
|
Portland, Oregon
|
June 14, 2016
|
|
/s/ FREDERICK A. BALL
|
Frederick A. Ball
|
|
/s/ ROBERT R. WALKER
|
Robert R. Walker
|
|
/s/ EDWARD C. GRADY
|
Edward C. Grady
|
|
/s/ LAURENCE E. CRAMER
|
Laurence E. Cramer
|
|
/s/ RAYMOND A. LINK
|
Raymond A. Link
|
|
/s/ JOHN MEDICA
|
John Medica
|
|
/s/ RICHARD H. WILLS
|
Richard H. Wills
|
1.
|
I have reviewed this annual report on Form 10-K 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;
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3.
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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):
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(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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/s/ Edward C. Grady
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Edward C. Grady
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Electro Scientific Industries, Inc.;
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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
|