ELECTRO SCIENTIFIC INDUSTRIES INC (Form: 10-Q, Received: 11/04/2009 16:45:02)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 26, 2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-12853

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)

Registrant’s telephone number: (503) 641-4141

Registrant’s web address: www.esi.com

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the Registrant’s Common Stock at October 30, 2009 was 27,429,459 shares.

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Condensed Consolidated Balance Sheets (Unaudited) - at September 26, 2009 and March 28, 2009	1

	Condensed Consolidated Statements of Operations (Unaudited) - for the fiscal quarter and two fiscal quarters ended September 26, 2009 and September 27, 2008	2

	Condensed Consolidated Statements of Cash Flows (Unaudited) - for the two fiscal quarters ended September 26, 2009 and September 27, 2008	3

	Notes to Condensed Consolidated Financial Statements (Unaudited)	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	25

Item 4.	Submission of Matters to a Vote of Security Holders	32

Item 6.	Exhibits	33

SIGNATURES		34

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


(In thousands)	Sep 26, 2009			Mar 28, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	85,291		$	153,538
Restricted cash		2,400			—
Short-term investments		66,760			2,380

Total cash, restricted cash and investments		154,451			155,918

Trade receivables, net of allowances of $1,015 and $969		22,054			18,847
Inventories		77,215			84,882
Shipped systems pending acceptance		3,876			2,072
Deferred income taxes, net		6,497			6,298
Other current assets		11,246			10,594

Total current assets		275,339			278,611

Non-current assets:
Auction rate securities		8,555			6,007
Property, plant and equipment, net of accumulated depreciation of $79,666 and $74,877		41,108			43,005
Non-current deferred income taxes, net		28,765			22,620
Acquired intangible assets, net of accumulated amortization of $5,974 and $4,885		8,883			9,972
Other assets		20,334			24,032

Total assets	$	382,984		$	384,247


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,981		$	7,492
Accrued liabilities		13,216			12,958
Deferred revenue		12,490			11,251

Total current liabilities		33,687			31,701

Non-current liabilities:
Income taxes payable		9,352			9,023

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; 27,427 and 27,184 issued and outstanding		138,189			133,808
Retained earnings		199,821			211,085
Accumulated other comprehensive income related to auction rate securities		2,161			—
Accumulated other comprehensive loss, other		(226	)		(1,370	)

Total shareholders’ equity		339,945			343,523

Total liabilities and shareholders’ equity	$	382,984		$	384,247

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Fiscal quarter ended						Two fiscal quarters ended
(In thousands, except per share amounts)	Sep 26, 2009			Sep 27, 2008			Sep 26, 2009			Sep 27, 2008
Net sales	$	27,638		$	49,610		$	50,241		$	113,634
Cost of sales		18,212			28,538			34,854			67,271

Gross profit		9,426			21,072			15,387			46,363

Operating expenses:
Selling, service and administration		11,355			13,746			23,326			28,846
Research, development and engineering		7,441			8,446			14,896			18,104
Restructuring costs		—			1,174			—			1,923
Merger termination proceeds, net		—			—			(4,516	)		—

Net operating expenses		18,796			23,366			33,706			48,873

Operating loss		(9,370	)		(2,294	)		(18,319	)		(2,510	)

Non-operating income (expense):
Other-than-temporary impairment of auction rate securities		—			(5,381	)		—			(10,475	)
Interest and other income, net		357			1,117			699			1,977

Total non-operating income (expense)		357			(4,264	)		699			(8,498	)

Loss before income taxes		(9,013	)		(6,558	)		(17,620	)		(11,008	)
Benefit from income taxes		(2,893	)		(2,449	)		(5,970	)		(4,141	)

Net loss	$	(6,120	)	$	(4,109	)	$	(11,650	)	$	(6,867	)

Net loss per share – basic	$	(0.22	)	$	(0.15	)	$	(0.43	)	$	(0.25	)

Net loss per share – diluted	$	(0.22	)	$	(0.15	)	$	(0.43	)	$	(0.25	)

Weighted average number of shares – basic		27,356			27,035			27,295			27,072

Weighted average number of shares – diluted		27,356			27,035			27,295			27,072

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Two fiscal quarters ended
(In thousands)	Sep 26, 2009			Sep 27, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(11,650	)	$	(6,867	)
Adjustments to reconcile net loss to cash (used in) provided by operating activities:
Depreciation and amortization		4,987			5,104
Amortization of acquired intangible assets		1,089			1,338
Share-based compensation expense		4,455			2,579
Provision for doubtful accounts		—			66
Loss on disposal of property and equipment		8			92
Other-than-temporary impairment of auction rate securities		—			10,475
Deferred income taxes		(6,894	)		(6,237	)
Changes in operating accounts:
(Increase) decrease in trade receivables, net		(2,673	)		9,286
Decrease in inventories		9,174			8,570
(Increase) decrease in shipped systems pending acceptance		(1,804	)		1,198
Increase in other current assets		(466	)		(251	)
Increase (decrease) in accounts payable and accrued liabilities		446			(8,116	)
Increase (decrease) in deferred revenue		1,239			(1,364	)

Net cash (used in) provided by operating activities		(2,089	)		15,873

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of investments		(117,720	)		(584,095	)
Proceeds from sales and maturities of investments		53,340			581,644
Purchase of property, plant and equipment		(1,115	)		(2,557	)
Proceeds from the sale of property, plant and equipment		—			4
Increase in restricted cash		(2,400	)		—
Decrease in other assets		894			1,159
Minority equity investment		(193	)		(876	)

Net cash used in investing activities		(67,194	)		(4,721	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options and stock plans		439			1,871
Share repurchases		(555	)		(4,724	)


Net cash used in financing activities		(116	)		(2,853	)
Effect of exchange rate changes on cash		1,152			(2,315	)


NET CHANGE IN CASH AND CASH EQUIVALENTS		(68,247	)		5,984
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		153,538			141,059


CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	85,291		$	147,043


SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for income taxes	$	(1,220	)	$	(1,445	)
Income tax refunds received	$	541		$	551

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in these interim statements. Accordingly, these condensed consolidated financial statements are to be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K. These interim statements include all adjustments (consisting of only normal recurring adjustments and accruals) necessary for a fair presentation of results for the interim periods presented. The results for interim periods are not necessarily indicative of the results of operations for the entire year.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates. Management believes that the estimates used are reasonable. Significant estimates made by management include: revenue recognition; inventory valuation; product warranty reserves; allowances for doubtful accounts; share-based compensation; income taxes including the valuation of deferred tax assets; fair value measurements; valuation of cost method equity investments; and valuation of long-lived assets.

With the exception of the adoption of certain pronouncements as described in Note 2 “Recent Accounting Pronouncements”, there have been no significant changes to the Company’s significant accounting policies from those presented in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed for its fiscal year ended March 28, 2009.

Certain reclassifications have been made in the accompanying condensed consolidated financial statements for prior periods to conform to the current presentation. All references to years or quarters relate to fiscal years or fiscal quarters unless otherwise noted.

2. Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168 “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 168). SFAS No. 168 replaces SFAS No. 162 “The Hierarchy of Generally Accepted Accounting Principles” and establishes the “FASB Accounting Standards Codification” (ASC) as the source of authoritative accounting principles. SFAS No. 168 was incorporated into the ASC within ASC Topic 105 “Generally Accepted Accounting Principles” with the issuance of ASC Accounting Standards Update (ASU) 2009-1. The ASC combines all existing authoritative standards into a comprehensive, topically organized online database to simplify user access to all authoritative GAAP. The ASC became effective for the Company’s second quarter of 2010 and the adoption of the ASC did not have a material impact on the Company’s financial statements.

In September 2009, the FASB ratified ASC ASU 2009-13 (ASC ASU 2009-13), previously Emerging Issues Task Force (EITF) Issue No. 08-1 “Revenue Arrangements with Multiple Deliverables.” ASC ASU 2009-13 addresses how arrangement consideration should be allocated to deliverables in a multiple-deliverable revenue arrangement. ASC ASU 2009-13 will become effective for the Company’s first quarter of fiscal 2012. The Company is currently evaluating the impact, if any, that the adoption of ASC ASU 2009-13 will have on its financial position and results of operations.

In September 2009, the FASB ratified ASC ASU 2009-14, previously EITF No. 09-3 “Certain Revenue Arrangements That Include Software Elements.” ASC ASU 2009-14 modifies the scope of Software Revenue Recognition to exclude non-software components of tangible products and software components of tangible products that are sold, licensed, or leased with tangible products when the software

components and non-software components of the tangible product function together to deliver the tangible product’s essential functionality. ASC ASU 2009-14 will become effective for the Company’s first quarter of fiscal 2012. The Company is currently evaluating the impact, if any, that the adoption of ASC ASU 2009-14 will have on its financial position and results of operations.

3. Restricted Cash

As of September 26, 2009, the Company had restricted cash of $2.4 million. This amount collateralizes a commercial letter of credit in the amount of $2.0 million substituted for a portion of the cash bond held by the Kaohsiung District Court of Taiwan. See Note 16 “Legal Proceedings” for further discussion.

4. Fair Value Measurements

Fair value is defined under ASC Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820) as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include the following:

•

Level 1 , defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

•

Level 2 , defined as inputs other than quoted prices in active markets for similar assets or liabilities that are either directly or indirectly observable; and

•

Level 3 , defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

As of September 26, 2009, the Company held a total of $15.6 million invested in auction rate securities (ARS) at par value. Additionally, the Company held $4.0 million of par value ARS which were converted by the bond issuer to its preferred stock during the third quarter of fiscal 2009. The ARS are comprised predominately of securities issued by insurance companies to raise funds to meet regulatory capital reserve requirements and the ARS assume the credit ratings of the bond insurers who guarantee the timely payment of principal and interest on these insured securities. At the time of purchase in fiscal 2007, these ARS were rated AAA and AA. The contractual maturities of these securities range up to calendar year 2050, and several securities and the preferred stock do not have stated maturities. Prior to September 2007, these securities provided short-term liquidity through a Dutch auction process that reset the applicable interest rate at pre-determined calendar intervals, generally every 28 to 35 days. This mechanism previously allowed existing investors to either retain or liquidate their holdings by selling such securities at par. As a result of the liquidity issues experienced in the global credit and capital markets, during the second quarter of fiscal 2008, the Company’s ARS began to experience failed auctions.

Since that time, none of the Company’s securities have traded through the auction process and very few market transactions for these securities have been observed. Additionally, the bond insurers of the ARS and preferred stock experienced credit rating downgrades throughout fiscal 2009. Consequently, it was determined that the declines in fair value of these securities during fiscal 2009 represented other-than-temporary impairments in accordance with U.S. generally accepted accounting principles. Accordingly, at the end of each quarter of fiscal 2009, the cost bases of these securities were written down to their estimated fair values with other-than-temporary impairment charges totaling $13.6 million, of which $5.4 million was recorded during the second quarter of fiscal 2009.

As of the beginning of the first quarter of fiscal 2010, in accordance with the adoption of ASC Topic 320 “Investments – Debt and Equity Securities” (ASC Topic 320), the Company recorded a cumulative-effect adjustment to increase the opening balance of retained earnings by $0.4 million, which represented the non-credit portion of the ARS loss previously recorded as an other-than-temporary impairment in the statement of operations. The credit portion of the ARS loss was determined by direct estimation of the change in fair value attributable to market movements. The Company utilized market indices representing investments of constant credit quality over time and measured the index yield, which is considered

attributable to non-credit related factors, at the beginning and end of the period. The effect of this change in yield on the value of the security was measured and subtracted from the total change in fair value to arrive at the estimated change in value attributable to changes in credit quality. The Company also recorded fair value adjustments to accumulated other comprehensive income of $1.1 million and $1.4 million at the end of the first and second quarters of fiscal 2010, respectively, to reflect the estimated increase in fair value of the ARS. These adjustments together with the cumulative-effect adjustment of $0.4 million resulted in net total unrealized gains on ARS of approximately $2.2 million as of September 26, 2009. The $8.6 million estimated fair value of these securities is classified as a non-current asset on the Condensed Consolidated Balance Sheet at September 26, 2009, consistent with the classification at September 27, 2008 and each subsequent reporting period.

The Company currently continues to receive all interest and preferred stock dividend payments when due. Given the continued challenges in the financial markets and the prolonged credit crisis, the Company cannot reasonably predict when these securities will become liquid.

The Company sold $2.0 million of available-for-sale securities during the quarter ended September 26, 2009. There were no sales of available-for-sale securities during the quarter ended September 27, 2008. The sale of available-for-sale securities in the quarter ended September 26, 2009 resulted in an immaterial net gain. For purposes of determining gross realized gains and losses and reclassification out of accumulated other comprehensive income, the cost of securities sold is based on specific identification. Net unrealized holding gains and losses on available-for-sale securities included in accumulated other comprehensive income were a $2.2 million gain and a $0.1 million loss as of September 26, 2009 and September 27, 2008, respectively. Gains reclassified out of accumulated other comprehensive income during the quarter ended September 26, 2009 were immaterial.

Certain information regarding marketable securities at September 26, 2009 and March 28, 2009 was as follows (in thousands):


			Unrealized					Realized Loss
September 26, 2009	Cost		Gain		Loss			Realized Loss			Fair Value
Available-for-sale debt securities (current):
Commercial paper	$	47,830	$	—	$	(3	)	$	—		$	47,827
Government agencies		38,905		12		—			—			38,917

	$	86,735	$	12	$	(3	)	$	—		$	86,744

Available-for-sale debt securities (non-current):
Auction rate securities	$	15,600	$	2,161	$	—		$	(9,586	)	$	8,175
Preferred stock		4,000		—		—			(3,620	)		380

	$	19,600	$	2,161	$	—		$	(13,206	)	$	8,555


			Unrealized				Realized Loss
March 28, 2009	Cost		Gain		Loss		Realized Loss			Fair Value
Available-for-sale debt securities (current):
Corporate notes and bonds	$	2,072	$	12	$	—	$	—		$	2,084

Available-for-sale debt securities (non-current):
Auction rate securities	$	15,600	$	—	$	—	$	(9,973	)	$	5,627
Preferred stock		4,000		—		—		(3,620	)		380

	$	19,600	$	—	$	—	$	(13,593	)	$	6,007

Underlying maturities of investments at September 26, 2009 were approximately $86.7 million within one year and $8.6 million beyond 10 years.

As of September 26, 2009, the Company had $6.0 million invested in Series D Preferred Stock and $2.2 million invested in Series E Preferred Stock of OmniGuide, Inc., representing an 11% interest. At each reporting period end, the Company determines whether events or circumstances have occurred that are likely to have a significant adverse effect on the fair value of these investments. If there are no events or circumstances identified that would adversely affect the fair value of the investments, the fair values of the investments are not calculated as it is not practicable to do so. As of September 26, 2009 and March 28, 2009, management had not identified any events or circumstances that indicated the investments were impaired; therefore, as presented in Note 8 “Other Assets”, the full carrying values of $8.2 million and $8.0 million were included in other assets on the Condensed Consolidated Balance Sheets at September 26, 2009 and March 28, 2009, respectively.

The following table represents the Company’s fair value hierarchy for its financial assets measured at fair value on a recurring basis as of September 26, 2009:


(In thousands)	Level 1		Level 2			Level 3		Total
Money market securities	$	48,091	$	—		$	—	$	48,091
Commercial paper		—		47,827			—		47,827
Government agencies		—		38,917			—		38,917
Forward purchase or (sale) contracts:
Japanese Yen		—		(132	)		—		(132	)
Taiwan Dollar		—		(86	)		—		(86	)
Korean Won		—		65			—		65
Euro		—		(18	)		—		(18	)
British Pound		—		(42	)		—		(42	)
Auction rate securities		—		—			8,175		8,175
Preferred stock		—		—			380		380

The following table illustrates Level 3 activity during the second quarter of fiscal 2010:


(In thousands)	Auction Rate Securities		Preferred Stock		Total
Fair value, June 27, 2009	$	6,754	$	380	$	7,134
Net unrealized gains:
Included in earnings		—		—		—
Included in other comprehensive income		1,421		—		1,421
Purchases, issuances and settlements		—		—		—
Net transfers into (out of) Level 3		—		—		—

Fair value, September 26, 2009	$	8,175	$	380	$	8,555

For Level 1 assets, the Company utilized quoted prices in active markets for identical assets.

For Level 2 assets, exclusive of forward contracts, the Company utilized quoted prices in active markets for similar assets. For the forward contracts, spot prices at September 25, 2009 were utilized to calculate the unrealized gain/loss on open forward contracts which were recorded in Accumulated other comprehensive income (loss) and Other assets on the Condensed Consolidated Balance Sheet as of September 26, 2009.

The Level 3 assets consisted of ARS and preferred stock acquired through the conversion of certain ARS during the third quarter of 2009. As none of the Company’s securities have traded through the auction process and very few market transactions have been observed for these securities, estimated fair values were based primarily upon the income approach using a discounted cash flow model which took into account the following: (i) the underlying structure of each security; (ii) the present value of future principal and interest payments discounted at rates that reflect current market conditions; (iii) consideration of the probabilities of default, restructuring or redemption by the issuer (trigger events); (iv) estimates of the recovery rates in the event of default for each security; (v) the financial condition, results, ratings of and financial claims on the bond insurers and issuers; and (vi) the underlying trust assets of the securities.

5. Inventories

Inventories are principally valued at standard costs, which approximate the lower of cost (first-in, first-out) or market. Components of inventories were as follows:


(In thousands)	Sep 26, 2009		Mar 28, 2009
Raw materials and purchased parts	$	52,944	$	56,701
Work-in-process		10,482		7,741
Finished goods		13,789		20,440

	$	77,215	$	84,882

6. Other Current Assets

Other current assets consisted of the following:


(In thousands)	Sep 26, 2009		Mar 28, 2009
Income tax refund receivable	$	4,828	$	4,828
Prepaid expenses		3,772		2,055
Value added tax receivable		2,572		3,426
Other		74		285

	$	11,246	$	10,594

7. Acquired Intangible Assets

The following table presents the details of acquired intangible assets and accumulated amortization to date at September 26, 2009:


(In thousands, except years)	Useful Life (in years)		Estimated Fair Value at Acquisition Date		Accumulated Amortization			Recorded Value at Sep 26, 2009
Developed technology	7		$	8,100	$	(2,537	)	$	5,563
Customer relationships	6			2,700		(1,513	)		1,187
Customer backlog	1			700		(700	)		—
Trade name and trademarks	3			400		(292	)		108
Change of control agreements	1			100		(100	)		—
Fair value of below-market lease (non-current portion)	3.8			311		(237	)		74
Patents	13.7	*		2,546		(595	)		1,951

Subtotal – long term				14,857		(5,974	)		8,883

Fair value of below-market lease (current portion)				110		—			110

Total acquired intangible assets			$	14,967	$	(5,974	)	$	8,993

*	Useful life for Patents represents a weighted average of four patents with varying useful lives.

Amortization expense for intangible assets has been recorded in the Condensed Consolidated Statements of Operations as follows:


	Fiscal quarter ended				Two fiscal quarters ended
(In thousands)	Sep 26, 2009		Sep 27, 2008		Sep 26, 2009		Sep 27, 2008
Cost of sales	$	289	$	289	$	578	$	578
Selling, service and administration		197		276		419		730
Research, development and engineering		51		15		92		30

Total	$	537	$	580	$	1,089	$	1,338

The estimated amortization expense for intangible assets for the current year, including amounts amortized year to date, and in future years is as follows (in thousands):


Year	Amortization
2010	$	2,131
2011		1,896
2012		1,627
2013		1,469
2014		1,340
Future years		1,619

	$	10,082

8. Other Assets

Other assets consisted of the following:


(In thousands)	Sep 26, 2009		Mar 28, 2009
Minority equity investment	$	8,184	$	7,991
All-Ring patent suit court bond		7,069		8,738
Consignment and demo equipment, net		4,312		6,447
Other		769		856

	$	20,334	$	24,032

During the quarter ended September 26, 2009, the Company established a letter of credit as substitution for a portion of the All-Ring patent suit court bond and received back $2.0 million in proceeds from the court. The All-Ring patent suit court bond balance declined by $1.7 million due to the receipt of the $2.0 million proceeds, partially offset by $0.3 million favorable impact from foreign currency rate fluctuation.

9. Accrued Liabilities

Accrued liabilities consisted of the following:


(In thousands)	Sep 26, 2009		Mar 28, 2009
Payroll-related liabilities	$	3,918	$	3,971
Professional fees payable		1,529		1,143
Value added taxes payable		1,457		2,095
Customer deposits		1,186		624
Product warranty accrual		1,120		2,057
Purchase order commitments and receipts		552		673
Restructuring costs payable		193		447
Other		3,261		1,948

	$	13,216	$	12,958

10. Product Warranty Accrual

The following is a reconciliation of the change in the aggregate accrual for product warranty:


	Fiscal quarter ended						Two fiscal quarters ended
(In thousands)	Sep 26, 2009			Sep 27, 2008			Sep 26, 2009			Sep 27, 2008
Product warranty accrual, beginning	$	1,284		$	4,024		$	2,057		$	3,740
Warranty charges incurred, net		(971	)		(1,738	)		(2,661	)		(3,977	)
Provision for warranty charges		807			1,513			1,724			4,036

Product warranty accrual, ending	$	1,120		$	3,799		$	1,120		$	3,799

Net warranty charges incurred include labor costs and costs of replacement parts for system repairs under warranty. These costs are recorded net of any estimated cost recoveries resulting from either successful repair of damaged parts or from warranties offered by the Company’s suppliers for defective components. The provision for warranty charges reflects the estimate of future anticipated net warranty costs to be incurred for all products under warranty at quarter end and is recorded to Cost of sales.

11. Deferred Revenue

Generally, revenue is recognized upon fulfillment of acceptance criteria at the Company’s factory and title transfer which frequently occur at the time of delivery to a common carrier. Revenue is deferred whenever title transfer is pending and/or acceptance criteria have not yet been fulfilled. Deferred revenue occurrences include sales to Japanese customers, shipments of substantially new products and shipments with custom specifications and acceptance criteria. In sales involving multiple element arrangements, the fair value of any undelivered elements, including installation services, is deferred until the elements are delivered and acceptance criteria are met. Revenue related to maintenance and service contracts is deferred and recognized ratably over the duration of the contracts.

The following is a reconciliation of the changes in deferred revenue:


	Fiscal quarter ended						Two fiscal quarters ended
(In thousands)	Sep 26, 2009			Sep 27, 2008			Sep 26, 2009			Sep 27, 2008
Deferred revenue, beginning	$	11,776		$	12,838		$	11,251		$	12,583
Revenue deferred		7,057			5,152			12,717			12,691
Revenue recognized		(6,343	)		(6,771	)		(11,478	)		(14,055	)

Deferred revenue, ending	$	12,490		$	11,219		$	12,490		$	11,219

12. Earnings Per Share

Basic earnings per share was calculated based on the weighted average number of common shares outstanding during each period. Diluted earnings per share was calculated based on these same weighted average shares outstanding plus the effect of potentially dilutive share-based awards as calculated using the treasury stock method. Share-based awards were excluded from the calculation to the extent their effect would be antidilutive.

For the quarters ended September 26, 2009 and September 27, 2008, awards of options, stock-settled stock appreciation rights (SOSARs) and unvested restricted stock units (RSUs) representing an additional 3.2 million and 4.2 million shares of common stock were outstanding, respectively. For the two quarters ended September 26, 2009 and September 27, 2008, awards of options, SOSARs and unvested RSUs representing an additional 3.9 million and 4.2 million shares of common stock were outstanding, respectively. These shares were not included in the calculation of diluted net earnings per share because their effect would have been antidilutive.

13. Comprehensive Loss

The components of comprehensive loss, net of tax, were as follows:


	Fiscal quarter ended						Two fiscal quarters ended
(In thousands)	Sep 26, 2009			Sep 27, 2008			Sep 26, 2009			Sep 27, 2008
Net loss	$	(6,120	)	$	(4,109	)	$	(11,650	)	$	(6,867	)
Other comprehensive income		1			2			2			4
Foreign currency translation adjustment		349			(998	)		1,140			(1,279	)
Reclassification of unrealized loss on auction rate securities to earnings		—			—			—			2,496
Unrealized gain on auction rate securities		1,421			—			2,548			—
Net unrealized gain (loss) on securities classified as available-for-sale		6			(68	)		1			(90	)

Comprehensive loss	$	(4,343	)	$	(5,173	)	$	(7,959	)	$	(5,736	)

14. Share Repurchase Program

The Company did not repurchase any shares under this program during the quarter ended September 26, 2009. As of September 26, 2009, a total of 372,825 shares have been repurchased for $5.3 million under this authorization at an average price of $14.16 per share, calculated inclusive of commissions and fees. Cash used to settle repurchase transactions is reflected as a component of cash used in financing activities in the Condensed Consolidated Statements of Cash Flows.

15. Product and Geographic Information

Net sales by product type were as follows:


	Fiscal quarter ended				Two fiscal quarters ended
(In thousands)	Sep 26, 2009		Sep 27, 2008		Sep 26, 2009		Sep 27, 2008
Semiconductor Group (SG)	$	7,714	$	12,520	$	12,974	$	34,248
Passive Component Group (PCG)		6,098		6,719		11,248		19,994
Interconnect/Micro-machining Group (IMG)		13,826		30,371		26,019		59,392

	$	27,638	$	49,610	$	50,241	$	113,634

Net sales by geographic area, based on the location of the end user, were as follows:


	Fiscal quarter ended				Two fiscal quarters ended
(In thousands)	Sep 26, 2009		Sep 27, 2008		Sep 26, 2009		Sep 27, 2008
Asia	$	22,565	$	38,483	$	38,652	$	82,922
Americas		2,917		8,182		7,204		21,085
Europe		2,156		2,945		4,385		9,627

	$	27,638	$	49,610	$	50,241	$	113,634

16. Legal Proceedings

All Ring Patent Infringement Prosecution

In August 2005, the Company commenced a proceeding in the Kaohsiung District Court of Taiwan (the Court) directed against All Ring Tech Co., Ltd. (All Ring) of Taiwan. The Company alleged that All Ring’s Capacitor Tester Model RK-T6600 (the Capacitor Tester) infringes ESI’s Taiwan Patent No. 207469, entitled “Circuit Component Handler” (the 207469 patent). As part of this proceeding, the Court issued a Provisional Attachment Order (PAO) in August 2005, restricting the use of some of All Ring’s assets. All Ring then filed a bond with the Court to obtain relief from the attachment of its assets. In July 2007, the Court issued a second PAO and approximately $6.0 million was restricted in All Ring’s accounts. The second PAO remains in effect and cannot be revoked.

In October 2005, the Company filed a formal patent infringement action against All Ring in the Court. The Court-appointed expert initially concluded that the Capacitor Tester and All Ring’s RK-T2000 both infringe every claim of the 207469 patent and that All Ring’s RK-L50 infringes a number of the claims as well. Because the Company had amended its claims in the cancellation action as described below, the Court asked the Court-appointed expert to respond to questions regarding the expert’s initial opinion. The Court-appointed expert conducted an additional inspection of each of these systems on September 21, 2009, and will re-evaluate whether the systems infringe after the Company and All Ring submit briefs on this issue.

Also in October 2005, the Court executed a Preliminary Injunction Order (PIO) that prohibits All Ring from manufacturing, selling, offering for sale or using the Capacitor Tester until final judgment is entered in the formal patent infringement action. The Court dismissed All Ring’s application to revoke the PIO on January 18, 2008, and the PIO remains in place.

In November 2005, All Ring filed a cancellation action against ESI’s 207469 patent in the Taiwan Intellectual Property Office (the IPO). On July 5, 2007, the IPO issued a notice requiring the Company to cancel two of the claims in the 207469 patent. The Company filed a response canceling the two claims and amending the remaining claims accordingly in August 2007. On August 12, 2008, the IPO decided the action in the Company’s favor and dismissed the cancellation action. All Ring appealed the IPO’s cancellation decision to the Board of Appeal of the Ministry of Economic Affairs (MOEA) on September 12, 2008. On March 23, 2009, the MOEA dismissed the IPO’s cancellation decision solely on procedural grounds. The MOEA remanded the case to the IPO with a request that the IPO issue another decision within six months that rectifies the procedural defects of the IPO’s earlier decision. On July 22, 2009, the IPO issued a decision dismissing All Ring’s cancellation action. All Ring appealed the IPO’s decision to the MOEA in August 2009.

Pursuant to the Court’s PAO and PIO, the Company was required to post Taiwan dollar security bonds with the Court. In July 2009, the Company established a letter of credit as a partial substitution and received back $2.0 million of the security bonds from the Court. The letter of credit is collateralized by $2.4 million of restricted cash. The remaining security bond balance, valued at approximately $7.1 million, is included in the Company’s other assets on the Condensed Consolidated Balance Sheet at September 26, 2009. The restricted cash balance of $2.4 million is included in the Condensed Consolidated Balance Sheet at September 26, 2009 as a current asset.

In the ordinary course of business, the Company is involved in various other legal matters, either asserted or unasserted, and investigations. In the opinion of management, ultimate resolution of these matters will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

17. Subsequent Events

On September 28, 2009, the Company established an additional letter of credit in substitution for the remaining balance of the security bonds held in association with the Taiwan legal matter described in Note 16 “Legal Proceedings.” As a result, the Company has received back $7.1 million of the security bonds from the Court and collateralized the letter of credit with $8.4 million of additional restricted cash.

No additional subsequent events as defined under ASC Topic 855 “Subsequent Events” were identified through November 4, 2009, the date the financial statements were issued.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The statements contained in this report that are not statements of historical fact, including without limitation, statements containing the words “believes,” “expects,” “anticipates” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may materially differ as a result of many factors, including the risks described in Part II, Item 1A “Risk Factors.”

Overview of Business

Electro Scientific Industries, Inc. and its subsidiaries (ESI) provide high-technology manufacturing equipment to the global semiconductor and micro-electronics markets, including advanced laser systems that are used to micro-engineer electronic device features in high-volume production environments. Our customers are primarily manufacturers of semiconductors, passive components, electronic interconnect devices, and other components used in a wide variety of end products in the computer, consumer electronics, communications and other industries. Our equipment enables these manufacturers to achieve yield and productivity gains in their manufacturing processes that can be critical to their profitability. ESI was founded in 1944, is headquartered in Portland, Oregon, and has subsidiaries in the U.S., Europe and Asia.

Our advanced laser microengineering and inspection systems allow semiconductor and micro-electronics manufacturers to physically alter select device features during high-volume production in order to heighten performance and boost production yields. Laser micro-engineering comprises a set of precise fine-tuning processes, including micro-machining, wafer scribing and dicing, semiconductor memory-link cutting, device trimming and via drilling, that requires application-specific laser systems able to meet our customers’ exacting performance and productivity requirements. Our laser-based systems improve production yields or enable improved performance during the manufacturing process for semiconductor devices, high-density interconnect (HDI) circuits, including flexible interconnect material and advanced semiconductor packaging, high-brightness light emitting diodes (LED), flat panel liquid crystal displays (LCD) and general micro-machining applications.

Additionally, we produce high-capacity test and optical inspection equipment that is critical to the quality control process during the production of multi-layer ceramic capacitors (MLCCs). Our equipment ensures that each MLCC meets both the electrical and physical tolerances required to perform properly.

Summary of Sequential Quarterly Results

The financial results of our second quarter of fiscal 2010, which ended September 26, 2009, reflected improvement from the prior quarter. Total order volume for the second quarter was $29.3 million, compared to $28.7 million for the first quarter of fiscal 2010, which ended June 27, 2009. The sequential increase in orders was driven by increases in our Semiconductor Group (SG) which offset lower orders in our Passive Components Group (PCG).

Orders for our SG products increased by over 25% for the second quarter compared to the prior quarter. The increase in orders for SG products reflected modest spending in non-memory markets as some customers chose to replace older systems to increase capacity.

Orders for our PCG products declined during the second quarter compared to the prior quarter. The decrease was driven primarily by timing of system orders as we received a multi-system order in the first quarter; however, orders for consumables and tooling increased due to improvements in our customers’ utilization of existing tools.

Orders for our Interconnect/Micro-machining Group (IMG) products increased slightly during the second quarter compared to the first quarter.

Net sales increased $5.0 million for the second quarter to $27.6 million compared to $22.6 million for the prior quarter. This increase reflects improvements in each of our product groups.

Gross margin was 34.1% on net sales of $27.6 million for the second quarter compared to 26.4% on net sales of $22.6 million for the prior quarter. The increase in gross margin percentage reflects the benefit from higher sales volume and factory utilization as well as a favorable product and service mix compared to the prior quarter. Included in cost of sales in both quarters were $0.3 million of amortization of intangible assets acquired in the acquisition of New Wave Research, Incorporated (NWR) in July, 2007.

Net operating expenses increased $3.9 million to $18.8 million in the second quarter compared to $14.9 million in the prior quarter. This increase was primarily driven by a one-time receipt of $4.5 million in the prior quarter of net proceeds from a merger termination fee. Excluding the net merger termination proceeds, net operating expenses decreased $0.6 million due to a $0.3 million decrease in share-based compensation, timing of project expenses between quarters and continued efforts to manage our cost structure. In our third quarter of fiscal 2010, we expect net operating expenses to increase as the quarter will include fourteen weeks rather than the usual thirteen weeks and also due to the partial reinstatement of temporary pay reductions.

Operating loss increased to $9.4 million in the second quarter compared to $8.9 million in the prior quarter. The increase was primarily due to the receipt of net merger termination proceeds of $4.5 million in the first quarter, partially offset by increased gross profit in the second quarter.

Net interest and other income of $0.4 million remained essentially flat in the second quarter compared to the prior quarter.

The effective tax rate was 32.1% for the second quarter, resulting in an income tax benefit of $2.9 million, compared to an effective rate of 35.7% for the prior quarter that resulted in an income tax benefit of $3.1 million.

Net loss for the second quarter was $6.1 million or $0.22 per basic and diluted share, compared to a net loss of $5.5 million or $0.20 per basic and diluted share in the prior quarter.

Results of Operations

Quarter Ended September 26, 2009 Compared to Quarter Ended September 27, 2008

The following table presents results of operations data as a percentage of net sales for the quarters ended September 26, 2009 and September 27, 2008:


	Fiscal quarter ended
	Sep 26, 2009		Sep 27, 2008
Net sales	100.0	%	100.0	%
Cost of sales	65.9		57.5

Gross margin	34.1		42.5
Selling, service and administration	41.1		27.7
Research, development and engineering	26.9		17.0
Restructuring costs	—		2.4

Operating loss	(33.9	)	(4.6	)
Other-than-temporary impairment of auction rate securities	—		(10.8	)
Interest and other income, net	1.3		2.2

Loss before income taxes	(32.6	)	(13.2	)
Benefit from income taxes	(10.5	)	(4.9	)

Net loss	(22.1	)%	(8.3	)%

Net Sales

Net sales were $27.6 million for the quarter ended September 26, 2009, a decrease of $22.0 million or 44.3% compared to net sales of $49.6 million for the quarter ended September 27, 2008. Compared to the prior year, revenue decreased in each of our product groups, reflecting the impact of the global economic downturn, which resulted in declining revenues throughout fiscal 2009. Although we experienced sequential improvement in net sales from the latter part of fiscal 2009, our revenue volume in the second quarter of fiscal 2010 was lower than a year ago as our worldwide customers continue to be severely affected by depressed demand for consumer electronics.

Net sales by product group for the quarter ended September 26, 2009 and September 27, 2008 were as follows:


	Fiscal quarter ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Semiconductor Group (SG)	$	7,714	27.9	%	$	12,520	25.2	%
Passive Components Group (PCG)		6,098	22.1	%		6,719	13.6	%
Interconnect/Micro-machining Group (IMG)		13,826	50.0	%		30,371	61.2	%

	$	27,638	100.0	%	$	49,610	100.0	%

SG sales in the quarter ended September 26, 2009 decreased $4.8 million or 38.4% compared to the quarter ended September 27, 2008. The overall decrease in sales was due to the continued weakness in the memory markets, as customer utilization of existing systems is below calendar 2008 capacity levels and has reduced the demand for new memory repair capital equipment.

PCG sales in the quarter ended September 26, 2009 decreased $0.6 million or 9.2% compared to the quarter ended September 27, 2008. Although PCG quarterly net sales have increased sequentially for the last three quarters, they continue to be impacted by the economic downturn and its impact on the demand for our customers’ products and their need for expanding capacity.

IMG sales in the quarter ended September 26, 2009 decreased $16.5 million or 54.5% compared to the quarter ended September 27, 2008. Although the economic downturn has negatively impacted IMG sales, the year-over-year decrease was also impacted by large micro-machining sales that occurred in the second quarter of fiscal 2009.

Net sales by geographic region for the quarter ended September 26, 2009 and September 27, 2008 were as follows:


	Fiscal quarter ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Asia	$	22,565	81.6	%	$	38,483	77.6	%
Americas		2,917	10.6	%		8,182	16.5	%
Europe		2,156	7.8	%		2,945	5.9	%

	$	27,638	100.0	%	$	49,610	100.0	%

Compared to the quarter ended September 27, 2008, net sales for the quarter ended September 26, 2009 decreased $15.9 million or 41.4% in Asia, $5.3 million or 64.3% in the Americas, and $0.8 million or 26.8% in Europe. These decreases reflect the impact of the global economic downturn experienced in each of our markets throughout 2009 and into fiscal 2010.

Gross Profit

Gross profit for the quarter ended September 26, 2009 and September 27, 2008 was as follows:


	Fiscal quarter ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Gross Profit		% of Net Sales		Gross Profit		% of Net Sales
Gross profit	$	9,426	34.1	%	$	21,072	42.5	%

Gross profit for the quarter ended September 26, 2009 was $9.4 million, a decrease of $11.6 million compared to gross profit of $21.1 million for the quarter ended September 27, 2008. Gross profit as a percentage of net sales decreased to 34.1% for the quarter ended September 26, 2009 from 42.5% for the quarter ended September 27, 2008. These decreases were primarily related to lower revenue levels along with an associated reduction in production capacity utilization. In response to the reduction in business, management implemented cost reduction efforts throughout fiscal 2009, including reductions in manufacturing labor and overhead, which partially mitigated the impact of lower production volumes.

Operating Expenses

Operating expenses for the quarter ended September 26, 2009 and September 27, 2008 were as follows:


	Fiscal quarter ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Expense		% of Net Sales		Expense		% of Net Sales
Selling, service and administration	$	11,355	41.1	%	$	13,746	27.7	%
Research, development and engineering		7,441	26.9			8,446	17.0
Restructuring costs		—	—			1,174	2.4

	$	18,796	68.0	%	$	23,366	47.1	%

Selling, Service and Administration

Selling, service and administration (SS&A) primarily consists of labor and other employee-related expenses including share-based compensation expense, travel expense, professional fees, sales commissions and facilities costs. SS&A expenses were $11.4 million for the quarter ended September 26, 2009, a decrease of $2.4 million compared to $13.7 million in the quarter ended September 27, 2008. The decrease in SS&A expenses was primarily attributable to restructuring and cost management activities completed in 2009. These actions have included company-wide reductions in force and related decreases in compensation and labor-related costs. Additionally, we have implemented several temporary cost reduction measures including salary reductions, furloughs, and elimination of the Company match of 401(k) contributions. The impact of these reductions was partially offset by an increase of $0.8 million in SS&A share-based compensation expense. Share-based compensation expense increased compared to the same quarter of the prior year primarily due to the incremental cost of the Company’s annual stock grant. In our third quarter, we expect SS&A expenses to increase as the quarter will include fourteen weeks rather than the usual thirteen weeks and also due to the partial reinstatement of temporary pay reductions.

Research, Development and Engineering

Research, development and engineering (RD&E) expenses are primarily comprised of labor and other employee-related expenses, professional fees, project materials, equipment costs and facilities costs. RD&E expenses totaled $7.4 million for the quarter ended September 26, 2009 compared to $8.5 million for the quarter ended September 27, 2008. This decrease was primarily due to reductions in employee-related expenses resulting from our cost containment actions, and to a lesser extent, lower project materials expense. Engineering project expenses can fluctuate from quarter-to-quarter depending upon the various project timelines and content. In our third quarter, we expect RD&E expenses to increase as the quarter will include fourteen weeks rather than the usual thirteen weeks and also due to the partial reinstatement of temporary pay reductions.

Restructuring Costs

No restructuring expenses were incurred during the quarter ended September 26, 2009. During the quarter ended September 27, 2008, $1.2 million of restructuring expenses were incurred as a result of reductions in workforce taken in that quarter in response to lower customer demand, resulting from weakness in the memory market and reductions in customer capital spending.

Non-operating Income and Expense

Other-than-temporary Impairment of Auction Rate Securities

No other-than-temporary impairment charges related to our auction rate securities (ARS) were recorded during the quarter ended September 26, 2009. During the quarter ended September 27, 2008, $5.4 million of impairment charges were incurred as instability in the global financial markets impacted the estimated fair values of our ARS. Given the continued challenges in the financial markets and the prolonged credit crisis, we cannot reasonably predict when or if these ARS will become liquid. See Note 4 “Fair Value Measurements” for further discussion.

Interest and Other Income, Net

Interest and other income, net, consists of interest income and expense, market gains and losses on assets held in employees’ deferred compensation accounts, realized and unrealized foreign exchange gains and losses, bank charges, investment management fees, ARS valuation fees and other miscellaneous non-operating items. Net interest and other income for the quarter ended September 26, 2009 and September 27, 2008 were as follows:


	Fiscal quarter ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Interest and Other Income, Net		% of Net Sales		Interest and Other Income, Net		% of Net Sales
Interest and other income, net	$	357	1.3	%	$	1,117	2.2	%

Interest and other income, net, for the quarter ended September 26, 2009 decreased $0.8 million compared to the quarter ended September 27, 2008. The decrease was primarily attributable to a $0.7 million decrease in interest income attributable to declines in market interest rates during this period.

Income Taxes

The income tax benefit for the quarter ended September 26, 2009 was $2.9 million on pretax loss of $9.0 million, an effective tax rate of 32.1%. Comparatively, the income tax benefit was $2.4 million on a pretax loss of $6.6 million for the quarter ended September 27, 2008, an effective tax rate of 37.3%.

Our effective tax rate is subject to fluctuation based upon the occurrence and timing of numerous discrete events such as changes in tax laws or their interpretations, extensions or expirations of research and experimentation credits, closure of tax years subject to examination, finalization of income tax returns and also due to the relationship of fixed deductions to overall changes in pretax income or loss. Based on currently available information, we are not aware of any such discrete events which are likely to occur that would have a materially adverse effect on our financial position, expected cash flows or results of operations. We anticipate no significant changes in unrecognized tax benefits in the next twelve months as the result of examinations or lapsed statutes of limitation.

Net Loss

Net losses for the quarter ended September 26, 2009 and September 27, 2008 were as follows:


	Fiscal quarter ended
	Sep 26, 2009					Sep 27, 2008
(In thousands, except percentages)	Net Loss			% of Net Sales		Net Loss			% of Net Sales
Net loss	$	(6,120	)	(22.1	)%	$	(4,109	)	(8.3	)%

Net loss for the quarter ended September 26, 2009 was $6.1 million, or $0.22 per basic and diluted share, compared to net loss of $4.1 million, or $0.15 per basic and diluted share for the quarter ended September 27, 2008. The decrease was primarily the result of lower revenues and reduced gross profit.

Two Quarters Ended September 26, 2009 Compared to Two Quarters Ended September 27, 2008

The following table presents results of operations data as a percentage of net sales for the two quarters ended September 26, 2009 and September 27, 2008:


	Two fiscal quarters ended
	Sep 26, 2009		Sep 27, 2008
Net sales	100.0	%	100.0	%
Cost of sales	69.4		59.2

Gross margin	30.6		40.8
Selling, service and administration	46.5		25.3
Research, development and engineering	29.6		15.9
Restructuring costs	—		1.7
Merger termination proceeds, net	(9.0	)	—

Operating loss	(36.5	)	(2.1	)
Other-than-temporary impairment of auction rate securities	—		(9.2	)
Interest and other income, net	1.4		1.7

Loss before income taxes	(35.1	)	(9.6	)
Benefit from income taxes	(11.9	)	(3.6	)

Net loss	(23.2	)%	(6.0	)%

Net Sales

Net sales for the two quarters ended September 26, 2009 of $50.2 million decreased by $63.4 million or 55.8% over net sales for the two quarters ended September 27, 2008. Revenue decreased in each of our product groups, reflecting the impact to customer demand resulting from the global economic recession. Our worldwide customers have been severely affected by depressed consumer demand for consumer electronics that started in calendar 2008 and has continued throughout calendar 2009.

Net sales by product group for the two quarters ended September 26, 2009 and September 27, 2008 were as follows:


	Two fiscal quarters ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Semiconductor Group (SG)	$	12,974	25.8	%	$	34,248	30.1	%
Passive Components Group (PCG)		11,248	22.4	%		19,994	17.6	%
Interconnect/Micro-machining Group (IMG)		26,019	51.8	%		59,392	52.3	%

	$	50,241	100.0	%	$	113,634	100.0	%

SG sales in the two quarters ended September 26, 2009 decreased $21.3 million or 62.1% compared to the two quarters ended September 27, 2008. The decrease in sales was due to continued weakness in the memory markets, as customer utilization of existing systems is below calendar 2008 capacity levels and has reduced the demand for new memory repair capital equipment.

PCG sales in the two quarters ended September 26, 2009 decreased $8.7 million or 43.7% compared to the two quarters ended September 27, 2008. The decrease in PCG sales was driven by higher sales volumes in the first quarter of 2009 resulting from capacity buys from key customers in that quarter. Following that point, we saw demand for our products drop as lower consumer demand and utilization rates impacted our customers.

IMG sales in the two quarters ended September 26, 2009 decreased $33.4 million or 56.2% compared to the two quarters ended September 27, 2008. The decrease was primarily due to strong sales that occurred in the two quarters ended September 27, 2008 for our micro-machining products driven by initial demand for the Model 5800 released during the first quarter of 2009.

Net sales by geographic region for the two quarters ended September 26, 2009 and September 27, 2008 were as follows:


	Two fiscal quarters ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Net Sales		% of Net Sales		Net Sales		% of Net Sales
Asia	$	38,652	76.9	%	$	82,922	73.0	%
Americas		7,204	14.4	%		21,085	18.6	%
Europe		4,385	8.7	%		9,627	8.4	%

	$	50,241	100.0	%	$	113,634	100.0	%

Compared to the two quarters ended September 27, 2008, net sales for the two quarters ended September 26, 2009 decreased $44.3 million or 53.4% in Asia, $13.9 million or 65.8% in the Americas, and $5.2 million or 54.5% in Europe. The decreases in each of these regions reflect the impact of the global economic downturn.

Gross Profit

Gross profit for the two quarters ended September 26, 2009 and September 27, 2008 was as follows:


	Two fiscal quarters ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Gross Profit		% of Net Sales		Gross Profit		% of Net Sales
Gross profit	$	15,387	30.6	%	$	46,363	40.8	%

Gross profit for the two quarters ended September 26, 2009 was $15.4 million, a decrease of $31.0 million compared to gross profit of $46.4 million for the two quarters ended September 27, 2008. Gross profit as a percentage of net sales decreased to 30.6% for the two quarters ended September 26, 2009 from 40.8% for the two quarters ended September 27, 2008. These decreases were primarily related to decreased revenue levels along with an associated reduction in production capacity utilization. In response to the reductions in business, management implemented cost reduction efforts throughout 2009, including reductions in manufacturing labor and overhead, which partially mitigated the impact of lower production volumes.

Operating Expenses

Operating expenses for the two quarters ended September 26, 2009 and September 27, 2008 were as follows:


	Two fiscal quarters ended
	Sep 26, 2009					Sep 27, 2008
(In thousands, except percentages)	Expense			% of Net Sales		Expense		% of Net Sales
Selling, service and administration	$	23,326		46.5	%	$	28,846	25.3	%
Research, development and engineering		14,896		29.6			18,104	15.9
Restructuring costs		—		—			1,923	1.7
Merger termination proceeds, net		(4,516	)	(9.0	)		—	—

	$	33,706		67.1	%	$	48,873	42.9	%

Selling, Service and Administration

Selling, service and administration (SS&A) expenses primarily consist of labor and other employee-related expenses including share-based compensation expense, travel expenses, professional fees, sales commissions and facilities costs. SS&A expenses were $23.3 million for the two quarters ended September 26, 2009 compared to $28.8 million for the two quarters ended September 27, 2008. The decrease in SS&A expenses was primarily attributable to restructuring and cost management activities completed in 2009. These actions have included company-wide reductions in force and related decreases in compensation,

labor, and travel-related costs. Additionally, we implemented several temporary cost reduction measures, including salary reductions, furloughs, and elimination of the Company match of 401(k) contributions. The impact of these reductions was partially offset by an increase of $1.7 million in SS&A share-based compensation expense. Share-based compensation expense increased primarily due to an immediate vesting of annual grants for the board of directors in May of 2009 and the incremental cost of the Company’s annual stock grant. In our third quarter, we expect SS&A expenses to increase as the quarter will include fourteen weeks rather than the usual thirteen weeks and also due to the partial reinstatement of temporary pay reductions.

Research, Development and Engineering

Research, development and engineering (RD&E) expenses are primarily comprised of labor and other employee-related expenses, professional fees, project materials, equipment costs and facilities costs. RD&E expenses totaled $14.9 million for the two quarters ended September 26, 2009, which represents a decrease of $3.2 million compared to $18.1 million for the two quarters ended September 27, 2008. This decrease was primarily due to reductions in employee-related expense resulting from our cost containment actions, and to a lesser extent, lower project materials expense. Engineering project expenses can fluctuate from quarter-to-quarter depending upon the various project timelines and content. In our third quarter, we expect RD&E expenses to increase as the quarter will include fourteen weeks rather than the usual thirteen weeks and also due to the partial reinstatement of temporary pay reductions.

Restructuring Costs

No restructuring expenses were incurred during the two quarters ended September 26, 2009. During the two quarters ended September 27, 2008, $1.9 million of restructuring expenses were incurred as a result of reductions in workforce taken in response to lower customer demand, resulting from weakness in the memory market and reductions in customer capital spending.

Merger Termination Proceeds, net

In the first quarter of 2010, we recorded a net benefit of $4.5 million in operating expenses related to a merger termination fee. This amount represents the receipt of a $5.4 million merger termination fee offset by an additional $0.9 million of merger transaction costs.

Non-operating Income and Expense

Other-than-temporary Impairment of Auction Rate Securities

No other-than-temporary impairment charges related to our auction rate securities (ARS) were recorded during the two quarters ended September 26, 2009. During the two quarters ended September 27, 2008, we recorded $10.5 million of other-than-temporary impairment charges as instability in the global financial markets impacted the estimated fair values of our ARS. Given the continued challenges in the financial markets and the prolonged credit crisis, we cannot reasonably predict when or if these ARS will become liquid. See Note 4 “Fair Value Measurements” for further discussion.

Interest and Other Income, net

Interest and other income, net, consists of interest income and expense, market gains and losses on assets held in employees’ deferred compensation accounts, realized and unrealized foreign exchange gains and losses, bank charges, investment management fees, ARS valuation fees and other miscellaneous non-operating items. Net interest and other income for the two quarters ended September 26, 2009 and September 27, 2008 were as follows:


	Two fiscal quarters ended
	Sep 26, 2009				Sep 27, 2008
(In thousands, except percentages)	Interest and Other Income, Net		% of Net Sales		Interest and Other Income, Net		% of Net Sales
Interest and other income, net	$	699	1.4	%	$	1,977	1.7	%

Interest and other income, net, for the two quarters ended September 26, 2009 decreased $1.3 million compared to the two quarters ended September 27, 2008. The decrease was primarily attributable to a $1.5 million decrease in interest income due to declines in market interest rates over this period.

Income Taxes

The income tax benefit recorded for the two quarters ended September 26, 2009 was $6.0 million on pretax loss of $17.6 million, an effective rate of 33.9%. Comparatively, the income tax benefit was $4.1 million on a pretax loss of $11.0 million for the two quarters ended September 27, 2008, an effective tax rate of 37.6%.

Our effective tax rate is subject to fluctuation based upon the occurrence and timing of numerous discrete events such as changes in tax laws or their interpretations, extensions or expirations of research and experimentation credits, closure of tax years subject to examination and finalization of income tax returns. Based on currently available information, we are not aware of any such discrete events which are likely to occur that would have a materially adverse effect on our financial position, expected cash flows or results of operations. We anticipate no significant changes in unrecognized tax benefits in the next twelve months as the result of examinations or lapsed statutes of limitation.

Net Loss

Net loss for the two quarters ended September 26, 2009 and the two quarters ended September 27, 2008 were as follows:


	Two fiscal quarters ended
	Sep 26, 2009					Sep 27, 2008
(In thousands, except percentages)	Net Loss			% of Net Sales		Net Loss			% of Net Sales
Net loss	$	(11,650	)	(23.2	)%	$	(6,867	)	(6.0	)%

Net loss for the two quarters ended September 26, 2009 was $11.7 million, or $0.43 per basic and diluted share, compared to net loss for the two quarters ended September 27, 2008 of $6.9 million, or $0.25 per basic and diluted share. The decrease was primarily the result of the reduction in revenues and gross profit, partially offset by the benefit from cost containment actions and the net merger termination proceeds, as discussed above.

Financial Condition and Liquidity

At September 26, 2009, our principal sources of liquidity were cash and cash equivalents of $85.3 million, current marketable investments of $66.8 million and accounts receivable of $22.1 million. Also, we held $2.4 million of restricted cash which represented collateral for a commercial letter of credit. At September 26, 2009, we had a current ratio of 8.2 and held no long-term debt. Working capital of $241.7 million was down slightly compared to the March 28, 2009 balance of $246.9 million.

On May 15, 2008, the Board of Directors authorized a share repurchase program for $20.0 million in shares of the Company’s outstanding common stock primarily to offset dilution from equity compensation programs. Repurchases under the program are to be made at management’s discretion in the open market or in privately negotiated transactions in compliance with applicable securities laws and other legal requirements and are subject to market conditions, share price and other factors. We did not repurchase any shares under this program during the quarter ended September 26, 2009. As of September 26, 2009, a total of 372,825 shares have been repurchased for $5.3 million under this authorization at an average price of $14.16 per share, which was calculated inclusive of commissions and fees. Cash used to settle repurchase transactions is reflected as a component of cash used in financing activities in the Condensed Consolidated Statements of Cash Flows. There is no fixed completion date for the repurchase program.

As of September 26, 2009, we held a total of $15.6 million invested in auction rate securities (ARS) at par value. Additionally, we held $4.0 million of par value ARS which were converted by the bond issuer to its preferred stock during the third quarter of fiscal 2009. The ARS are comprised predominately of securities issued by insurance companies to raise funds to meet regulatory capital reserve requirements and the ARS assume the credit ratings of the bond insurers who guarantee the timely payment of principal and interest on these insured securities. At the time of purchase in fiscal 2007, these ARS were rated AAA and AA. The contractual maturities of these securities range up to calendar year 2050, and several securities

and the preferred stock do not have stated maturities. Prior to September 2007, these securities provided short-term liquidity through a Dutch auction process that reset the applicable interest rate at pre-determined calendar intervals, generally every 28 to 35 days. This mechanism previously allowed existing investors to either retain or liquidate their holdings by selling such securities at par. As a result of the liquidity issues experienced in the global credit and capital markets, during the second quarter of fiscal 2008, our ARS began to experience failed auctions.

As of the beginning of the first quarter of fiscal 2010, in accordance with the adoption of the Accounting Standards Codification (ASC) Topic 320 “Investments - Debt and Equity Securities” (ASC Topic 320), we recorded a cumulative-effect adjustment to increase the opening balance of retained earnings by $0.4 million, which represented the non-credit portion of the ARS loss, previously recorded as an other-than-temporary impairment in the statement of operations. The credit loss portion of the ARS was determined by direct estimation of the change in fair value attributable to market movements. We utilized market indices representing investments of constant credit quality over time and measured the index yield, which is considered attributable to non-credit related factors, at the beginning and end of the period. The effect of this change in yield on the value of the security was measured and subtracted from the total change in fair value to arrive at the estimated change in value attributable to changes in credit quality. We also recorded fair value adjustments to accumulated other comprehensive income of $1.1 million at the end of the first quarter of fiscal 2010 and $1.4 million in the second quarter of 2010 to reflect the estimated increase in fair value of the ARS. The net effect of these adjustments and the $0.4 million cumulative-effect adjustment resulted in total unrealized gains on ARS as of September 26, 2009 of approximately $2.2 million. The $8.6 million estimated fair value of these securities is classified as a non-current asset on the Condensed Consolidated Balance Sheet at September 26, 2009, consistent with the classification at September 27, 2008 and each subsequent reporting period.

We currently continue to receive all interest and preferred stock dividend payments when due. Given the continued challenges in the financial markets and the prolonged credit crisis, we cannot reasonably predict if or when these securities will become liquid.

Sources and Uses of Cash for the Quarter Ended September 26, 2009

Net cash flows used in operating activities totaled $1.2 million for the quarter ended September 26, 2009. Significant impacts to cash flows for the period were the net loss of $6.1 million, adjusted for non-cash items totaling $1.8 million, offset by net improvements within working capital. Increases in accounts payable and accrued liabilities provided operating cash of $3.3 million and net decreases in inventories provided operating cash of $2.9 million, while increases in trade receivables consumed $2.0 million and other working capital increases consumed $1.1 million.

For the quarter ended September 26, 2009, net cash used in investing activities of $38.5 million was primarily due to the purchase of securities of $71.4 million offset by $35.3 million in proceeds from sales and maturities of securities. Net cash provided by financing activities of $0.1 million was attributable to proceeds from the exercise of stock options and stock plans.

Sources and Uses of Cash for the Two Quarters Ended September 26, 2009

Net cash flows used in operating activities totaled $2.1 million for the two quarters ended September 26, 2009. Significant impacts to cash flows for the period were the net loss of $11.7 million, adjusted for non-cash items totaling $3.6 million, offset by net improvements within working capital. Net decreases in inventories provided operating cash of $9.2 million while increases in trade receivables consumed $2.7 million and other working capital increases consumed $0.6 million.

For the two quarters ended September 26, 2009, net cash used in investing activities of $67.2 million was primarily due to the purchase of securities of $117.7 million offset by $53.3 million in proceeds from sales and maturities of securities. Net cash used in financing activities of $0.1 million was attributable to $0.6 million share repurchases partially offset by proceeds from the exercise of stock options and stock plans.

We believe that our existing cash, cash equivalents and marketable securities are adequate to fund our operations, share repurchase program and contractual obligations for at least the next twelve months.

Critical Accounting Policies and Estimates

Except as discussed below, we reaffirm the “Critical Accounting Policies and Estimates” in Part II Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations reported in our Form 10-K for the year ended March 28, 2009.

Fair Value Measurements

Effective March 29, 2009, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 157 pertaining to nonfinancial assets and liabilities. The Company had adopted the provisions of SFAS No. 157 pertaining to financial assets and liabilities as of March 30, 2008. The adoption of SFAS No. 157 did not have a material impact on the Company’s financial statements. SFAS No. 157 was incorporated into the Accounting Standards Codification (ASC) within ASC Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820).

In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) FAS No. 157-4; FSP FAS No. 115-2 and FAS No. 124-2; and FSP No. 107 and APB No. 28-1. FSP FAS No. 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS No. 157 when there is no active market, and reaffirms the SFAS No. 157 objective to reflect an asset’s sale price in an orderly transaction at the date of the financial statements. FSP FAS No. 157-4 was incorporated into the ASC within ASC Topic 820. FSP FAS No. 115-2 and FAS No. 124-2 modifies the requirements for recognizing other-than-temporarily-impaired debt securities and revises the existing impairment model for such securities, by distinguishing between credit and non-credit components of impaired debt securities that are not expected to be sold. FASP FAS No. 115-2 and FAS No. 124-2 was incorporated into the ASC within ASC Topic 320. FSP FAS No. 107-1 and APB No. 28-1 enhances disclosures about fair value for instruments under the scope of SFAS No. 157 for both interim and annual periods. FASP FAS No. 107-1 and APB No. 28-1 was incorporated into the ASC within ASC Topic 825 “Financial Instruments”. The Company adopted these Staff Positions as of the first quarter of 2010.

Business Combinations

The Company adopted SFAS No. 141R beginning in the first quarter of 2010. SFAS No. 141R was incorporated into the ASC within ASC Topic 805 “Business Combinations.” The Company will apply the provisions of this statement prospectively to business combinations for which the acquisition date is subsequent to March 29, 2009.

Contractual Obligations

There have been no significant changes in our contractual obligations subsequent to those reported in our 2009 Annual Report on Form 10-K for the year ended on March 28, 2009.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the market risk disclosure contained in our 2009 Annual Report on Form 10-K for the year ended on March 28, 2009. The information regarding liquidity of auction rate securities under the heading “Financial Condition and Liquidity” in Item 2 of Part I of this report is incorporated herein by reference.

Item 4. Controls and Procedures

Attached to this quarterly report as exhibits 31.1 and 31.2 are the certifications of our President and Chief Executive Officer (CEO) and our Chief Financial Officer (CFO) required by Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This portion of our quarterly report on Form 10-Q is our

disclosure of the conclusions of our management regarding the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report based on management’s evaluation of those disclosure controls and procedures. This disclosure should be read in conjunction with the Section 302 Certifications for a complete understanding of the topics presented.

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our CEO and CFO, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (Exchange Act). Based on that evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 26, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

All Ring Patent Infringement Prosecution

In August 2005, we commenced a proceeding in the Kaohsiung District Court of Taiwan (the Court) directed against All Ring Tech Co., Ltd. (All Ring) of Taiwan. We alleged that All Ring’s Capacitor Tester Model RK-T6600 (the Capacitor Tester) infringes ESI’s Taiwan Patent No. 207469, entitled “Circuit Component Handler” (the 207469 patent). As part of this proceeding, the Court issued a Provisional Attachment Order (PAO) in August 2005, restricting the use of some of All Ring’s assets. All Ring then filed a bond with the Court to obtain relief from the attachment of its assets. In July 2007, the Court issued a second PAO and approximately $6.0 million was restricted in All Ring’s accounts. The second PAO remains in effect and cannot be revoked.

In October 2005, we filed a formal patent infringement action against All Ring in the Court. The Court-appointed expert initially concluded that the Capacitor Tester and All Ring’s RK-T2000 both infringe every claim of the 207469 patent and that All Ring’s RK-L50 infringes a number of the claims as well. Because we had amended our claims in the cancellation action as described below, the Court asked the Court-appointed expert to respond to questions regarding the expert’s initial opinion. The Court-appointed expert conducted an additional inspection of each of these systems on September 21, 2009, and will re-evaluate whether the systems infringe after we and All Ring submit briefs on this issue.

In November 2005, All Ring filed a cancellation action against ESI’s 207469 patent in the Taiwan Intellectual Property Office (the IPO). On July 5, 2007, the IPO issued a notice requiring us to cancel two of the claims in the 207469 patent. We filed a response canceling the two claims and amending the remaining claims accordingly in August 2007. On August 12, 2008, the IPO decided the action in our favor and dismissed the cancellation action. All Ring appealed the IPO’s cancellation decision to the Board of Appeal of the Ministry of Economic Affairs (MOEA) on September 12, 2008. On March 23, 2009, the MOEA dismissed the IPO’s cancellation decision solely on procedural grounds. The MOEA remanded the case to the IPO with a request that the IPO issue another decision within six months that rectifies the procedural defects of the IPO’s earlier decision. On July 22, 2009, the IPO issued a decision dismissing All Ring’s cancellation action. All Ring appealed the IPO’s decision to the MOEA in August 2009.

Pursuant to the Court’s PAO and PIO, we were required to post Taiwan dollar security bonds with the Court. In July 2009, we substituted a letter of credit as a partial substitution and received back $2.0 million of the security bonds from the Court. The letter of credit is collateralized by $2.4 million of restricted cash. The remaining security bond balance, valued at approximately $7.1 million, is included in other assets on the Condensed Consolidated Balance Sheet at September 26, 2009. The restricted cash balance of $2.4 million is included in the Condensed Consolidated Balance Sheet at September 26, 2009 as a current asset.

In the ordinary course of business, we are involved in various other legal matters, either asserted or unasserted, and investigations. In our opinion, ultimate resolution of these matters will not have a material effect on our consolidated financial position, results of operations or cash flows.

Item 1A. Risk Factors

Factors That May Affect Future Results

The statements contained in this report that are not statements of historical fact, including without limitation statements containing the words “believes,” “expects” and similar words, constitute forward-looking statements that are subject to a number of risks and uncertainties. From time to time, we may make other forward-looking statements. Investors are cautioned that such forward-looking statements are subject to an inherent risk that actual results may differ materially. The following information highlights some of the factors that could cause actual results to differ materially from the results expressed or implied by our forward-looking statements. Forward-looking statements should be considered in light of these factors. Factors that may result in such variances include, but are not limited to, the following:

The industries that comprise our primary markets are volatile and unpredictable and we are experiencing weakness in most of our markets and may experience weakness in the future.

Our business depends upon the capital expenditures of manufacturers of components and circuitry used in wireless communications, computers and other electronic products. The markets for electronic devices have experienced sharp downturns in the past, are currently experiencing such a downturn, and may experience further downturns in the future. In 2008, we began to see the impact of weakness in the memory market and lower capital spending, particularly in the fourth quarter. This weakening increased significantly and expanded to general microelectronics and other markets during 2009 driven by the financial and credit markets and subsequent global economic weakening, resulting in a decrease in orders for all of our product groups in the second, third and fourth quarters of 2009, with virtually no SG systems orders in the third and fourth quarters of 2009 and a low level of orders during the first two quarters of 2010. There could be further declines in these markets and others. During such downturns, semiconductor and micro-electronics manufacturers, including our customers, can be expected to delay or cancel capital expenditures, which would have a negative impact on our financial results. During a downturn, we are not able to project when or if demand for our products will increase or that demand will not decrease further. Even if demand for our products does increase, there may be significant fluctuations in our profitability and net sales.

During this and any downturn, it is difficult for us to maintain our sales levels. As a consequence, to maintain profitability we need to reduce our operating expenses. Our ability to quickly reduce operating expenses is dependent upon the nature of the actions we take to reduce expense and our subsequent ability to implement those actions and realize expected cost savings. Additionally, we may be unable to defer capital expenditures and we need to continue to invest in certain areas such as research and development. These factors could cause us to use greater amounts of cash in our operating and investing activities, thereby reducing our existing cash and investment balances. This and any economic downturn may also cause us to incur charges related to impairment of assets, inventory write-offs, and reductions in force, and we may experience delays in payments from our customers, which would have a negative effect on our financial results.

In the current environment, we also implemented several temporary cost reduction measures, including salary reductions, furloughs and elimination of our match of 401(k) contributions. These reductions are temporary in nature and will not be sustained over a long period of time. For example, on October 1, 2009, the Company reinstated a portion of the temporary salary reduction program. Accordingly, our current level of employee-related expenses is expected to increase in the future.

In addition, because we derive a substantial portion of our revenue from the sale of a relatively small number of products, the timing of, or changes to, orders by our customers may also cause our order levels and results of operations to fluctuate between periods, perhaps significantly. Accordingly, order levels or results of operations for a given period may not be indicative of order levels or results of operations for following periods.

The global financial crisis and economic slowdown may have an impact on our business and financial condition in ways that we currently cannot predict.

The financial crisis and economic slowdown have had and may continue to have an impact on our business and our financial condition. For example, demand for consumer electronics has fallen as a result of these events, reducing capital spending by our customers and thereby adversely affecting demand for our products. In addition to the impact that the global financial crisis and economic slowdown have already had on us, we may face significant challenges if these conditions do not improve or continue to worsen. Demand for our products could be adversely impacted if customers are not able to obtain financing for capital expenditures, declare bankruptcy, or are forced to discontinue operations, which could have a negative effect on our revenues. For example, in January 2009, Qimonda AG, historically one of our top customers, filed a petition to open insolvency proceedings in Germany.

Our business is highly competitive, and if we fail to compete effectively, our business will be harmed.

The industries in which we operate are highly competitive. We face substantial competition from established competitors, some of which have greater financial, engineering, manufacturing and marketing resources than we do. If we are unable to compete effectively with these companies, our market share may decline and our business could be harmed. Our competitors can be expected to continue to improve the design and performance of their products and to introduce new products. New companies may enter the markets in which we compete, or industry consolidation may occur, further increasing competition in those markets. Furthermore, our technological advantages may be reduced or lost as a result of technological advances by our competitors.

Our competitors’ greater resources in the areas described above may enable them to:

•

Better withstand periodic downturns;

•

Compete more effectively on the basis of price and technology; and

•

More quickly develop enhancements to and new generations of products.

We believe that our ability to compete successfully depends on a number of factors, including:

•

Performance of our products;

•

Quality of our products;

•

Reliability of our products;

•

Cost of using our products;

•

The ability to upgrade our products;

•

Consistent availability of critical components;

•

Our ability to ship products on schedules required;

•

Quality of the technical service we provide;

•

Timeliness of the services we provide;

•

Our success in developing new products and enhancements, including those that are able to compete with new technological advancements;

•

Our understanding of the needs of our customers;

•

Existing market and economic conditions; and

•

Price of our products as compared to our competitors’ products.

We may not be able to compete successfully in the future and increased competition may result in price reductions, reduced profit margins and loss of market share.

We depend on a few significant customers and we do not have long-term contracts with any of our customers.

We depend on a few significant customers for a large portion of our revenue. For example, our top ten customers for 2009 accounted for approximately 50% of total net sales in 2009, with one customer accounting for approximately 21% of total net sales. None of our customers have any long-term obligation to continue to buy our products or services, and any customer could delay, reduce or cease ordering our products or services at any time. Further, reduced revenue resulting from cyclicality or market downturns may result in a few customers accounting for a higher percentage of our revenue, as evidenced by one customer accounting for approximately 21% of net sales in 2009. As a result, any delay, reduction or cessation in purchases by such customers during a period of reduced sales could have a significant negative impact on our financial results. In addition, the semiconductor industry, and particularly the memory market, is very cyclical, which could result in consolidation among customers, changes in various partnership and technology arrangements among customers, bankruptcy of customers or departures of customers from the industry. For example, in January 2009, Qimonda AG, historically one of our top customers, filed a petition to open insolvency proceedings in Germany. These changes could negatively affect demand for our products or negatively impact the value of our technology strategies.

Our markets are subject to rapid technological change, and to compete effectively, we must continually introduce new products that achieve market acceptance.

The markets for our products are characterized by rapid technological change and innovation, frequent new product introductions, changes in customer requirements and evolving industry standards. Our future performance will depend on the successful development, introduction and market acceptance of new and enhanced products that address technological changes as well as current and potential customer requirements.

We and our competitors are continuously working to develop new or enhanced products and new technologies. For example, for many years, the semiconductor memory industry has employed alternative redundancy technologies. The adoption by our customers of non-laser based redundancy technology could have a material adverse effect on demand for our SG products. The introduction by us or by our competitors of new or enhanced products, or alternative technologies, may cause our customers to defer, change or cancel orders for our existing products or cease purchasing our products altogether, which may harm our operating results.

In the past we have also experienced delays in new product development. Similar delays may occur in the future. We also may not be able to develop the underlying core technologies necessary to create new products and enhancements or, where necessary, to license these technologies from others.

Product development delays may result from numerous factors, including:

•

Changing product specifications and customer requirements;

•

Difficulties in hiring and retaining necessary technical personnel;

•

Difficulties in reallocating engineering resources and overcoming resource limitations;

•

Difficulties with contract manufacturers;

•

Changing market or competitive product requirements; and

•

Unanticipated engineering complexities.

The development of new, technologically advanced products is a complex and uncertain process, requiring high levels of innovation and highly skilled engineering and development personnel, as well as the accurate anticipation of technological and market trends. We cannot assure that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully, if at all, or on a timely basis. Further, we cannot assure that our new products will gain market acceptance or that we will be able to respond effectively to product announcements by competitors, technology changes or emerging industry standards. Any failure to respond to product or technology changes or new industry standards that may render our current products or technologies obsolete could significantly harm our business.

Failure of critical suppliers of parts, components and manufacturing equipment to deliver sufficient quantities to us in a timely and cost-effective manner could negatively affect our business.

We use a wide range of materials from numerous suppliers in the production of our products, including custom electronic and mechanical components. We generally do not have guaranteed supply arrangements with our suppliers. We seek to reduce the risk of production and service interruptions and shortages of key parts by selecting and qualifying alternative suppliers for key parts, monitoring the financial stability of key suppliers and maintaining appropriate inventories of key parts. Although we make reasonable efforts to ensure that parts are available from multiple suppliers, some key parts are available only from a single supplier or a limited group of suppliers in the short term. Operations at our suppliers’ facilities are subject to disruption for a variety of reasons, including changes in business relationships, competitive factors, financial difficulties, work stoppages, fire, natural disasters or other causes. Such disruption could interrupt our manufacturing. Our business may be harmed if we do not receive sufficient parts to meet our production requirements in a timely and cost-effective manner.

Delays in manufacturing, shipment or customer acceptance of our products could substantially decrease our sales for a period.

We depend on manufacturing flexibility to meet the changing demands of our customers. Any significant delay or interruption in receiving raw materials or in our manufacturing operations as a result of software deficiencies, natural disasters, or other causes could result in reduced manufacturing capabilities or delayed product deliveries, any or all of which could materially and adversely affect our results of operations.

We also have an arrangement with a contract manufacturer in Singapore to complete the manufacture of certain of our products. Any significant interruption in this contract manufacturer’s ability to provide manufacturing services to us as a result of contractual disputes with us or another party, labor disruptions, financial difficulties, natural disasters, delay or interruption in the receipt of inventory or other causes could result in reduced manufacturing capabilities or delayed deliveries for certain of our products, any or all of which could materially and adversely affect our results of operations.

In addition, we derive a substantial portion of our revenue from the sale of a relatively small number of products. Consequently, shipment and/or customer acceptance delays, including acceptance delays related to new product introductions or customizations, could significantly impact recognition of revenue and could be further magnified by announcements from us or our competitors of new products and technologies. Such announcements could cause our customers to defer purchases of our systems, change existing orders or purchase products from our competitors. Any of these delays could result in a material adverse change in our results of operations for any particular period.

We acquire inventory based upon projected demand and our technology roadmap. If these projections are incorrect, or our technology strategy changes, we may carry inventory that cannot be used, which may result in significant charges for excess and obsolete inventory.

Our business is highly competitive and one factor on which we compete is the ability to ship products on schedules required by customers. In order to facilitate timely shipping, management forecasts demand, both in type and amount of products, and these forecasts are used to determine inventory to be purchased. We also order materials based on our technology roadmap which we expect to be utilized in new products. Certain types of inventory, including lasers and optical equipment, are particularly expensive and can only be used in the production of a single type of product. If actual demand is lower than forecast with respect to the type or amount of products actually ordered, or both, our inventory levels may increase. For example, at September 26, 2009, we had $77.2 million of inventory reflected on our Condensed Consolidated Balance Sheet, much of which we purchased or committed to purchase prior to the time the severity of the current economic downturn became apparent. As a result, there is a risk that we may have to incur material accounting charges for excess and obsolete inventory if inventory cannot be used, which would negatively affect our financial results. Also, if we alter our technology or product development strategy, we may have inventory which may not be usable under the new strategy, which may result in material accounting charges. For example, during 2009, we wrote-off $4.1 million of material from a research, development, and engineering program due to a change in our product development strategy.

We are exposed to the risks that others may violate our proprietary rights, and our intellectual property rights may not be well protected in foreign countries.

Our success is dependent upon the protection of our proprietary rights. In the high technology industry, intellectual property is an important asset that is always at risk of infringement. We incur substantial costs to obtain and maintain patents and defend our intellectual property. For example, we have initiated litigation alleging that certain parties have violated various patents of ours, such as the action we initiated in Taiwan against All Ring Tech Co., Ltd. in August 2005. We rely upon the laws of the United States and of foreign countries in which we develop, manufacture or sell our products to protect our proprietary rights. However, these proprietary rights may not provide the competitive advantages that we expect or other parties may challenge, invalidate or circumvent these rights.

Further, our efforts to protect our intellectual property may be less effective in some foreign countries where intellectual property rights are not as well protected as in the United States. Many U.S. companies have encountered substantial problems in protecting their proprietary rights against infringement in foreign countries. If we fail to adequately protect our intellectual property in these countries, it could be easier for our competitors to sell competing products in foreign countries, which could result in reduced sales and gross margins.

We may be subject to claims of intellectual property infringement.

Several of our competitors hold patents covering a variety of technologies, applications and methods of use similar to some of those used in our products. While we attempt in our designs to avoid patent infringement, from time to time we and our customers have received correspondence from our competitors claiming that some of our products, as used by our customers, may be infringing one or more of these patents. Competitors or others have in the past and may in the future assert infringement claims against our customers or us with respect to current or future products or uses, and these assertions may result in costly litigation or require us to obtain a license to use intellectual property rights of others. If claims of infringement are asserted against our customers, those customers may seek indemnification from us for damages or expenses they incur.

If we become subject to infringement claims, we will evaluate our position and consider the available alternatives, which may include seeking licenses to use the technology in question or defending our position. These licenses, however, may not be available on satisfactory terms or at all. If we are not able to negotiate the necessary licenses on commercially reasonable terms or successfully defend our position, our financial condition and results of operations could be materially and adversely affected.

Our ability to reduce costs is limited by our need to invest in research and development.

Our industry is characterized by the need for continued investment in research and development. Because of intense competition in the industries in which we compete, if we were to fail to invest sufficiently in research and development, our products could become less attractive to potential customers, and our business and financial condition could be materially and adversely affected. As a result of our need to maintain our spending levels in this area, our operating results could be materially harmed if our net sales decline. In addition, as a result of our emphasis on research and development and technological innovation, our operating costs may increase in the future, and research and development expenses may increase as a percentage of total operating expenses and as a percentage of net sales.

Our worldwide direct sales and service operations and our overseas research and development facilities expose us to employer-related risks in foreign countries.

We have established direct sales and service organizations throughout the world. We have also established research and development facilities in China and Taiwan. Having overseas employees involves certain risks. We are subject to compliance with the labor laws and other laws governing employers in the countries where our operations are located and as a result, we may incur additional costs to comply with these local regulations. Additionally, we may encounter labor shortages or disputes that could inhibit our ability to effectively sell, market and service our products. If we cannot effectively manage the risks related to employing persons in foreign countries, our operating results could be adversely affected.

We may make acquisitions in the future, and these acquisitions may subject us to risks associated with integrating these businesses into our current business.

We may make acquisitions of, or significant investments in, other businesses with complementary products, services or technologies. Acquisitions involve numerous risks, many of which are unpredictable and beyond our control, including:

•

Difficulties and increased costs in connection with integration of the personnel, operations, technologies and products of the merged businesses;

•

Implementation of the Company’s 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

•

Incurring unanticipated liabilities for which we will not be indemnified.

Our inability to effectively manage these risks could materially and adversely affect our business, financial condition and results of operations and could cause us not to realize the anticipated benefits of an acquisition on a timely basis or at all. In addition, if we issue common stock to pay for an acquisition, the ownership percentage of our existing shareholders will be reduced and the value of the shares held by our existing shareholders could be diluted. If we use cash to pay for an acquisition, the payment could significantly reduce the cash that would be available to fund our operations or to use for other purposes. If we need to borrow funds in connection with an acquisition, we would be required to use cash to service the debt and to comply with financial and other covenants. In addition, the accounting for an acquisition could result in significant charges resulting from amortization of intangible assets we acquire, and new accounting guidelines, effective beginning 2010, will require that acquisition transaction costs be expensed as incurred rather than capitalized.

We may also make strategic investments in development stage companies and such investments are subject to a high degree of risk, and therefore it is possible that we could lose our entire investment.

We are exposed to the risks of operating a global business, including risks associated with exchange rate fluctuations, legal and regulatory changes and the impact of regional and global economic disruptions.

International shipments accounted for 81% of net sales in 2009, with 70% of our net sales to customers in Asia. We expect that international shipments will continue to represent a significant percentage of net sales in the future. We also have an arrangement with a contract manufacturer in Singapore to complete the manufacture of certain of our products. Our non-U.S. sales, purchases and operations, including contract manufacturing, are subject to risks inherent in conducting business abroad, many of which are outside our control, including the following:

•

Periodic local or geographic economic downturns and unstable political conditions;

•

Price and currency exchange controls;

•

Fluctuation in the relative values of currencies;

•

Difficulties protecting intellectual property;

•

Local labor disputes;

•

Shipping delays and disruptions;

•

Increases in shipping costs, caused by increased fuel costs or otherwise, which we may not be able to pass on to our customers;

•

Unexpected changes in trading policies, regulatory requirements, tariffs and other barriers; and

•

Difficulties in managing a global enterprise, including staffing, collecting accounts receivable, managing suppliers, distributors and representatives, and repatriation of earnings.

Our business and operating results are subject to uncertainties arising out of the possibility of regional or global economic disruptions (including those resulting from the global financial crisis and economic slowdown, natural disasters, or outbreaks of infectious disease), the economic consequences of military action or terrorist activities and associated political instability, and the impact of heightened security concerns on domestic and international travel and commerce. In particular, due to these uncertainties, we are subject to:

•

The risk that 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;

•

The risk of more frequent instances of shipping delays;

•

The risk that demand for our products may not increase or may decrease; and

•

The risk that our customers or suppliers may experience financial difficulties or cease operations.

Our tax rates are subject to fluctuation, which could impact our financial position, and our estimates of tax liabilities may be subject to audit, which could result in additional assessments.

Our effective tax rates are subject to fluctuation because the income tax rates for each year are a function of: (a) taxable income levels and the effects of a mix of profits (losses) earned by ESI and our subsidiaries in numerous tax jurisdictions with a broad range of income tax rates, (b) our ability to utilize deferred tax assets, (c) taxes, refunds, interest or penalties resulting from tax audits, (d) the magnitude of various credits and deductions as a percentage of total taxable income and (e) changes in tax laws or the interpretation of such tax laws. Changes in the mix of these items may cause our effective tax rates to fluctuate between periods, which could have a material adverse effect on our financial position and results of operations.

We are subject to income taxes in both the United States and numerous foreign jurisdictions. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. Significant judgment is exercised in determining our worldwide provisions for income taxes. Furthermore, we are occasionally under audit by tax authorities and are currently under audit by the United States Internal Revenue Service. Although we believe our tax estimates are reasonable, the final outcome of tax audits and the impact of changes in tax laws or the interpretation of tax laws could result in material differences from what is reflected in historical income tax accruals. If additional taxes are assessed as a result of an examination, a material effect on our financial results, tax positions or cash flows could occur in the period or periods in which the determination is made.

No market currently exists for the auction rate securities (ARS) we hold and as a result we may not be able to liquidate them at the current valuation, if at all. As a result, we have written down the cost bases of these securities to their estimated fair value with other-than-temporary impairment charges to earnings and we may have to write them down further in the future.

As of September 26, 2009, we held a total of $15.6 million invested in ARS at par value. Additionally, we held $4.0 million of par value ARS which were converted by the bond issuer to its preferred stock during the third quarter of 2009. The ARS are comprised predominately of securities issued by insurance companies to raise funds to meet regulatory capital reserve requirements and the ARS assume the credit ratings of the bond insurers who guarantee the timely payment of principal and interest on these securities. At the time of purchase in 2007, these ARS were rated AAA and AA. The contractual maturities of these securities range up to calendar year 2050, and several securities and the preferred stock do not have stated maturities. Prior to September 2007, these securities provided short-term liquidity through a Dutch auction process that reset the applicable interest rate at pre-determined calendar intervals, generally every 28 to 35 days. This mechanism previously allowed existing investors to either retain or liquidate their holdings by selling such securities at par. As a result of the liquidity issues experienced in the global credit and capital markets, during the second quarter of 2008 our ARS began to experience failed auctions.

Since that time, none of these securities have traded through the auction process and very few market transactions for these securities have been observed. Additionally, the bond insurers of the ARS and preferred stock experienced credit rating downgrades throughout 2009. Consequently, it was determined that the declines in fair value of these securities during 2009 represented other-than-temporary impairments in accordance with U.S. generally accepted accounting principles. Accordingly, at the end of each quarter of 2009, the cost bases of these securities were written down to their estimated fair values with other-than-temporary impairment charges totaling $13.6 million, of which $5.4 million was recorded during the second quarter of 2009. We also recorded fair value adjustments to accumulated other comprehensive income of $1.1 million at the end of the first quarter of 2010 and $1.4 million in the second quarter of 2010 to reflect the estimated increase in fair value of the ARS. The $8.6 million estimated fair value of these securities is classified as a non-current asset on the Condensed Consolidated Balance Sheet at September 26, 2009, consistent with the classification at September 27, 2008 and each subsequent reporting period.

Given the continued challenges in the global financial markets and the prolonged credit crisis, we cannot reasonably predict when or if these securities will become liquid, and it is not possible to ascertain when or whether market conditions will change resulting in the recovery of fair value on these auction rate securities. It is possible that a secondary market for auction rate securities may emerge in which securities similar to our own would trade at prices below our currently recorded fair values. Under such a scenario, or if other events arise that impact the fair value of the securities, we may have to recognize further other-than-temporary impairment charges, which would adversely impact our financial position and results of operations.

It is also possible that continued uncertainty in the credit markets could also impact the liquidity of our other investments and cash equivalents, which could impair our liquidity or require us to recognize other-than-temporary impairment on the value of those investments, which would negatively impact our financial position and results of operations.

The loss of key personnel or our inability to attract, retain and assimilate sufficient numbers of managerial, financial, engineering and other technical personnel could have a material effect upon our results of operations.

Our continued success depends, in part, upon key managerial, financial, engineering and technical personnel as well as our ability to continue to attract, retain and assimilate additional personnel. The loss of key personnel could have a material adverse effect on our business or results of operations. We may not be able to retain our key managerial, financial, engineering and technical employees. Attracting qualified personnel may be difficult and our efforts to attract and retain these personnel may not be successful. In addition, we may not be able to assimilate qualified personnel, including any new members of senior management, which could disrupt our operations.

Item 4. Submission of Matters to a Vote of Security Holders

The 2009 Annual Meeting of Shareholders of the Company was held pursuant to notice at 2:00 p.m. Pacific time on August 13, 2009 at the Company’s offices in Portland, Oregon to consider and vote upon:


Proposal 1		To elect two directors to a term of three years.

Proposal 2		To approve a proposed amendment to ESI’s 1990 Employee Stock Purchase Plan to increase the number of shares reserved for issuance under the plan from 1,900,000 to 3,400,000.

Proposal 3		To ratify the appointment of KPMG LLP as ESI’s independent registered public accounting firm for the fiscal year ending April 3, 2010.

The results of the voting on these proposals were as follows:

Proposal 1


Election of Director	For	Withheld
Jon D. Tompkins	14,004,661	11,599,191
Richard J. Faubert	14,028,931	11,574,921


	For	Against	Abstain	Broker non-votes
Proposal 2	19,177,162	3,491,520	987,751	1,947,419

Item 6. Exhibits

This list is intended to constitute the exhibit index.

3.1

Restated Articles of Incorporation. Incorporated by reference to Exhibit 3-A of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 1991.

3.2

Articles of Amendment of Third Restated Articles of Incorporation. Incorporated by reference to Exhibit 3-B of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 1999.

3.3

Articles of Amendment of Third Restated Articles of Incorporation. Incorporated by reference to Exhibit 3 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 2, 2000.

3.4

Articles of Amendment to Third Restated Articles of Incorporation. Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on form 8-K filed on May 19, 2009 (the “May 19 8-K”).

3.5

2009 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2 of the May 19 8-K.

4.1

Rights Agreement, dated as of May 18, 2009, between Electro Scientific Industries, Inc. and Mellon Investor Services LLC. Incorporated by reference to Exhibit 4.1 of the May 19 8-K.

10.1

Form of Stock Appreciation Rights Agreement.

31.1

Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302(a) 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: November 4, 2009	ELECTRO SCIENTIFIC INDUSTRIES, INC.

	By	/s/ N ICHOLAS K ONIDARIS
		Nicholas Konidaris
		President and Chief Executive Officer
		(Principal Executive Officer)

	By	/s/ P AUL O LDHAM
		Paul Oldham
		Vice President of Administration,
		Chief Financial Officer and Corporate Secretary
		(Principal Financial Officer)

	By	/s/ K ERRY M USTOE
		Kerry Mustoe
		Vice President, Corporate Controller and
		Chief Accounting Officer
		(Principal Accounting Officer)

Exhibit 10.1

ELECTRO SCIENTIFIC INDUSTRIES, INC.

STOCK APPRECIATION RIGHTS AGREEMENT

This STOCK APPRECIATION RIGHTS AGREEMENT dated , 2009, is between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (the “Recipient”), pursuant and subject to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:

1. SAR Grant . The Company hereby grants to the Recipient on the terms and conditions of this Agreement stock appreciation rights (“SARs”). Upon exercise of a SAR in accordance with this Agreement, Recipient shall receive the number of shares of the Company’s Common Stock (“Common Stock”) equal to (i) the excess of the closing price of the Common Stock on the date of exercise (the “Market Price”) over $ , (ii) multiplied by the number of SARs being surrendered, and (iii) dividing the result by the Market Price. No fractional shares shall be issued upon exercise of a SAR and in lieu thereof the Company will pay Recipient cash in an amount equal to the fraction. The terms and conditions of the SAR grant set forth in attached Exhibit A are incorporated into and made a part of this Agreement.

2. Grant Date . The Grant Date for this SAR is , 2009. The SAR shall continue in effect until the date ten years after the Grant Date (the “Expiration Date”) unless earlier terminated as provided in Section 1.5 of Exhibit A or pursuant to the Plan.

3. Time of Exercise . Except as provided in Exhibit A or in the Plan, the SAR may be exercised from time to time in the following amounts:

[Insert vesting schedule]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written above.


ELECTRO SCIENTIFIC INDUSTRIES, INC.						RECIPIENT

By:
Name:						[signature]
Title:
						[print name]


						[address]

EXHIBIT A

SAR TERMS AND CONDITIONS

2004 Stock Incentive Plan

Pursuant to the Company’s 2004 Stock Incentive Plan (the “2004 Plan”), the Board of Directors has voted in favor of granting to the Recipient stock settled stock appreciation rights to receive Common Stock of the Company (the “SAR”) in the amount determined pursuant to the attached notice.

1. The SAR is granted upon the following terms:

1.1 Duration of SAR. Subject to reductions in the SAR period as hereinafter provided in the event of termination of employment or death of the Recipient, the SAR shall continue in effect for a period of 10 years from the Grant Date.

1.2 Time of Exercise. Except as provided in paragraphs 1.5 and 1.6 and the Plan (including Section 17 thereof), the SAR may be exercised as set forth in Section 3 of the Agreement.

1.3 Limitations on Rights to Exercise. Except as provided in paragraphs 1.5 and 1.6, the SAR may not be exercised unless at the time of such exercise the Recipient is employed by the Company or any parent or subsidiary of the Company and shall have been so employed continuously since the date such SAR was granted.

1.4 Nonassignability. The SAR is nonassignable and nontransferable by the Recipient except by will or by the laws of descent and distribution of the state or country of the Recipient’s domicile at the time of death, and is exercisable during the Recipient’s lifetime only by the Recipient.

1.5 Termination of Employment.

(a) Unless otherwise determined by the Board of Directors, if a Recipient’s employment or service with the Company terminates for any reason other than in the circumstances specified in subsection (b) or (c) below or Section 1.6, his or her SAR may be exercised at any time before the expiration date of the SAR or the expiration of three months after the date of termination, whichever is the shorter period, but only if and to the extent the Recipient was entitled to exercise the SAR at the date of termination.

(b) Unless otherwise determined by the Board of Directors, if a Recipient’s employment or service with the Company terminates because of total disability, his or her SAR may be exercised at any time before the expiration date of the SAR or before the date 12 months after the date of termination, whichever is the shorter period, but only if and to the extent the Recipient was entitled to exercise the SAR at the date of termination. The term “total disability” means a medically determinable mental or physical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two independent physicians, causes the Recipient to be unable to perform his or her duties as an employee, director, officer or consultant of the Company and unable to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independent physicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability.

(c) Unless otherwise determined by the Board of Directors, if a Recipient dies while employed by or providing service to the Company, his or her SAR may be exercised at any time before the expiration date of the SAR or before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the Recipient was entitled to exercise the SAR at the date of death and only by the person or persons to whom the Recipient’s rights under the SAR shall pass by the Recipient’s will or by the laws of descent and distribution of the state or country of domicile at the time of death.

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(d) To the extent the SAR held by any deceased Recipient or by the Recipient whose employment is terminated shall not have been exercised within the limited periods provided above, all further rights to receive shares pursuant to the SAR shall cease and terminate at the expiration of such periods.

(e) Absence on leave approved by the Company or on account of illness or disability shall not be deemed a termination or interruption of employment or service. Unless otherwise determined by the Board of Directors, vesting of SARs shall continue during a medical, family, military or other leave of absence, whether paid or unpaid.

1.6 Change in Control.

(a) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any SARs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of SARs with the number of underlying shares and an exercise price determined in a manner consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended, with vesting and any other terms continuing in the same manner as this award; provided, however, that in the event of a termination by the Company without Cause or by the Recipient for Good Reason during the vesting period of any Replacement Award, the Replacement Award shall immediately vest; and provided further that upon the vesting date of all or a portion of a Replacement Award, the Recipient shall be entitled to receive a lump sum cash payment, paid as soon as practicable and in any event not later than March 15 of the calendar year following the calendar year of termination, equal to the decrease, if any, in the value of a share of the Surviving Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of SARs vesting on such date. If any SARs that are unvested at the time of the Change in Control are not replaced with Replacement Awards, such SARs shall immediately vest.

(b) If as a result of a Change in Control, the Company’s Common Stock continues to be listed for trading on an Exchange, any SARs that are unvested on the date of the Change of Control shall continue to vest according to the terms and conditions of this award; provided however, that, in the event of a termination by the Company without Cause or by the Recipient for Good Reason during the vesting period of this award such award shall immediately vest; and provided further that upon the vesting date of all or portion of this award, the Recipient shall be entitled to receive a lump sum cash payment, paid as soon as practicable and in any event not later than March 15 of the calendar year following the calendar year of termination, equal to the decrease, if any, in the value of a share of the Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of the vesting) to the time of vesting, multiplied by the total number of SARs vesting on such date.

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(c) For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events:

(A) any consolidation, merger or plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding any Voting Securities issued or retained by such holders in respect of securities of any other party to the Merger;

(B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company;

(D) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof, unless each new director elected during such two-year period was nominated or elected by two-thirds of the Incumbent Directors then in office and voting (with new directors nominated or elected by two-thirds of the Incumbent Directors also being deemed to be Incumbent Directors); or

(E) any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases, or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities.

Notwithstanding anything in the foregoing to the contrary, unless otherwise determined by the Board of Directors, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) the Recipient acquires (other than on the same basis as all other holders of the Company Common Stock) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under subparagraph (A) or (B) above, or (2) the Recipient is part of group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under subparagraph (E) above.

(d) For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group, association or other “person”, as such term is used in Section 14 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company, a wholly owned subsidiary of the Company or any employee benefit plan(s) sponsored by the Company.

(e) Cause. Termination by the Company of Recipient’s employment for “Cause” shall mean termination upon (A) the willful and continued failure by the Recipient to perform substantially the Recipient’s reasonably assigned duties with the Company consistent with those duties assigned to the Recipient prior to the Change in Control (other than any such failure resulting from the Recipient’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Recipient by the Chairman of the Board of Directors or Chief Executive Officer of the Company or the Surviving Company or, if Recipient is not an officer, or an officer or manager with responsibility for Recipient’s department, which specifically identifies the manner in which such executive, officer or manager believes that the Recipient has not substantially performed the Recipient’s duties, (B) the conviction of guilty or entering of a nolo contendere plea to a felony which is materially and demonstrably injurious to the Company or the Surviving Company or (C) the commission of an act by Recipient, or the failure of Recipient to act, which constitutes gross negligence or gross misconduct. For purposes of this paragraph (e), no act, or failure to act, on the Recipient’s part shall be considered “willful” unless done, or omitted to be done, by the Recipient in knowing bad faith. Any act, or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company or the Surviving Company shall be conclusively presumed to be done, or omitted to be done, by the Recipient in good faith.

A-3

(f) Good Reason. Termination by the Recipient of his or her employment for “Good Reason” shall mean termination based on the following, after notice to the Company or the Surviving Company of the condition within one year of the occurrence of the condition and the failure of the Company or the Surviving Company to remedy the condition within 30 days after notice:

(A) a material diminution of Recipient’s status, title, position(s) or responsibilities from Recipient’s status, title, position(s) and responsibilities as in effect immediately prior to the Change in Control or the assignment to Recipient of any duties or responsibilities which are inconsistent with such status, title, position(s) or responsibilities (in either case other than isolated, insubstantial or inadvertent actions which are remedied after notice), or any removal of Recipient from such position(s), except in connection with the termination of Recipient’s employment for Cause, total disability (as defined in Section 1.5(b)) or as a result of Recipient’s death or voluntarily by Recipient other than for Good Reason;

(B) a material reduction by the Company or Surviving Company in Recipient’s rate of base salary, bonus or incentive opportunity or a material reduction in benefits (other than reductions that do not impact Recipient’s compensation opportunity, taken as a whole, or a reduction in benefits applicable to substantially all employees); or

(C) the Company’s or Surviving Company’s requiring Recipient to be based more than fifty miles from the principal office in which Recipient is based immediately prior to the Change in Control, except for reasonably required travel on the Company’s business.

1.7 Method of Exercise. Shares may be acquired pursuant to the award only upon receipt by the Company of notice in writing from the Recipient of the Recipient’s intention to exercise, specifying the number of SARs as to which the Recipient desires to exercise the award and the date on which the Recipient desires to complete the transaction, which shall not be more than 30 days after receipt of the notice, and, unless in the opinion of counsel for the Company such a representation is not required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the Recipient’s present intention to acquire the shares for investment and not with a view to distribution. The Recipient shall have none of the rights of a shareholder until a certificate for shares is issued to the Recipient. No fractional shares shall be issued and in lieu thereof the Company shall pay Recipient cash equal to the value of such fractional share on the date of exercise. The Recipient may elect in the applicable notice of exercise to have the Company reduce the number of shares deliverable to the Recipient by an amount necessary to allow the Company to satisfy all applicable federal, state and local withholding tax requirements. If the Recipient does not so elect, the Recipient shall, upon notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares with respect to which the SAR was exercised, pay to the Company amounts necessary to satisfy such withholding tax requirements. If additional withholding becomes required beyond any amount deposited before delivery of the certificates, the Recipient shall pay such amount to the Company on demand.

1.8 Changes in Capital Structure. In the event that the outstanding shares of Common Stock of the Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividend payable in shares, appropriate adjustment shall be made by the Board of Directors in the number of SARs subject to this Agreement and/or the amount payable on exercise of the SARs. Any such adjustment made by the Board of Directors shall be conclusive.

2. The obligations of the Company under this Agreement are subject to the approval of such state or federal authorities or agencies, if any, as may have jurisdiction in the matter. The Company will use its best efforts to take such steps as may be required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the issuance or sale of any shares acquired upon the exercise of the SAR.

A-4

3. Nothing in the 2004 Plan or this Agreement shall confer upon the Recipient any right to be continued in the employment of the Company or any subsidiary of the Company, or to interfere in any way with the right of the Company or any subsidiary by whom the Recipient is employed to terminate the Recipient’s employment at any time, with or without cause.

4. This Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company but except as hereinabove provided the SAR herein granted shall not be assigned or otherwise disposed of by the Recipient.

A-5

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Nicholas Konidaris, certify that:

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;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2009

/s/ Nicholas Konidaris

Nicholas Konidaris

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Oldham, certify that:

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;

(a)

(b)

(c)

(d)

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)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2009

/s/ Paul Oldham

Paul Oldham

Vice President of Administration,

Chief Financial Officer and Corporate Secretary

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Electro Scientific Industries, Inc. (the “Company”) for the quarterly period ended September 26, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas Konidaris, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(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/ Nicholas Konidaris

Nicholas Konidaris

President and Chief Executive Officer

Dated: November 4, 2009

This certification is made solely for the purpose of 18 U.S.C. Section 1350, and not for any other purpose. A signed original of this written statement required by Section 906 has been provided to Electro Scientific Industries, Inc. and will be retained by Electro Scientific Industries, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Electro Scientific Industries, Inc. (the “Company”) for the quarterly period ended September 26, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Oldham, Vice President of Administration, Chief Financial Officer and Corporate Secretary of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(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

Dated: November 4, 2009

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company