Number of shares of common stock outstanding as of November 1, 2011: 58,229,069
Note:
PDF provided as a courtesy
MATTSON TECHNOLOGY, INC.
TABLE OF CONTENTS
1
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (unaudited)
MATTSON TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except per share amounts)
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
Net sales
|
|
$ 44,945
|
|
$ 39,762
|
|
$ 143,253
|
|
$ 97,077
|
Cost of sales
|
|
28,272
|
|
25,248
|
|
97,229
|
|
64,875
|
Gross profit
|
|
16,673
|
|
14,514
|
|
46,024
|
|
32,202
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Research, development and engineering
|
|
6,733
|
|
6,935
|
|
19,893
|
|
20,400
|
Selling, general and administrative
|
|
12,384
|
|
12,550
|
|
37,762
|
|
37,481
|
Restructuring charges
|
|
181
|
|
13
|
|
103
|
|
(64)
|
Total operating expenses
|
|
19,298
|
|
19,498
|
|
57,758
|
|
57,817
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(2,625)
|
|
(4,984)
|
|
(11,734)
|
|
(25,615)
|
|
|
|
|
|
|
|
|
|
Interest income (expense), net
|
|
24
|
|
6
|
|
61
|
|
4
|
Other income (expense), net
|
|
548
|
|
(1,431)
|
|
(1,927)
|
|
452
|
Loss before income taxes
|
|
(2,053)
|
|
(6,409)
|
|
(13,600)
|
|
(25,159)
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes
|
|
236
|
|
(43)
|
|
176
|
|
343
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ (2,289)
|
|
$ (6,366)
|
|
$ (13,776)
|
|
$ (25,502)
|
|
|
|
|
|
|
|
|
|
Net loss per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
$ (0.04)
|
|
$ (0.13)
|
|
$ (0.25)
|
|
$ (0.51)
|
|
|
|
|
|
|
|
|
|
Shares used in computing net loss per share:
|
|
|
|
|
|
|
|
|
Basic and diluted
|
|
58,224
|
|
50,094
|
|
54,324
|
|
50,044
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
MATTSON TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except par value)
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
ASSETS
|
Current assets:
|
|
|
|
|
Cash and cash equivalents
|
|
$ 36,038
|
|
$ 16,863
|
Short-term investments
|
|
-
|
|
2,151
|
Restricted cash
|
|
2,030
|
|
4,026
|
Accounts receivable, net of allowance for doubtful accounts
|
|
|
|
|
of $748 as of October 2, 2011 and $681 as of December 31, 2010
|
|
14,495
|
|
24,127
|
Advance billings
|
|
2,767
|
|
3,177
|
Inventories
|
|
35,706
|
|
34,673
|
Prepaid expenses and other current assets
|
|
6,018
|
|
5,770
|
Total current assets
|
|
97,054
|
|
90,787
|
Property and equipment, net
|
|
10,701
|
|
15,011
|
Intangibles, net
|
|
813
|
|
1,000
|
Other assets
|
|
4,688
|
|
4,826
|
Total assets
|
|
$ 113,256
|
|
$ 111,624
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
Current liabilities:
|
|
|
|
|
Accounts payable
|
|
$ 16,236
|
|
$ 20,860
|
Accrued liabilities
|
|
18,011
|
|
13,452
|
Deferred revenue
|
|
5,235
|
|
5,349
|
Total current liabilities
|
|
39,482
|
|
39,661
|
Income taxes payable, non-current
|
|
3,887
|
|
4,287
|
Other liabilities
|
|
4,838
|
|
5,021
|
Total liabilities
|
|
48,207
|
|
48,969
|
|
|
|
|
|
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
Preferred stock, 2,000 shares authorized; none issued and outstanding
|
|
-
|
|
-
|
Common stock, par value $0.001, 120,000 shares authorized;
62,410 shares issued and 58,229 shares outstanding as of October 2, 2011;
|
|
|
|
|
54,440 shares issued and 50,259 shares outstanding as of December 31, 2010
|
|
62
|
|
54
|
Additional paid-in capital
|
|
649,555
|
|
634,944
|
Accumulated other comprehensive income
|
|
21,758
|
|
20,207
|
Treasury stock, 4,181 shares as of October 2, 2011 and December 31, 2010
|
|
(37,986)
|
|
(37,986)
|
Accumulated deficit
|
|
(568,340)
|
|
(554,564)
|
Total stockholders' equity
|
|
65,049
|
|
62,655
|
Total liabilities and stockholders' equity
|
|
$ 113,256
|
|
$ 111,624
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
MATTSON TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
Cash flows from operating activities:
|
|
|
Net loss
|
|
$ (13,776)
|
|
$ (25,502)
|
Adjustments to reconcile net loss to net cash
|
|
|
|
|
provided by (used in) operating activities:
|
|
|
|
|
Allowance for doubtful accounts
|
|
72
|
|
(731)
|
Depreciation and amortization
|
|
7,099
|
|
7,066
|
Stock-based compensation
|
|
1,875
|
|
1,989
|
Other non-cash items
|
|
(196)
|
|
148
|
Changes in assets and liabilities:
|
|
|
|
|
Accounts receivable
|
|
9,407
|
|
(3,254)
|
Advance billings
|
|
407
|
|
(2,236)
|
Inventories
|
|
(3,287)
|
|
(3,067)
|
Prepaid expenses and other current assets
|
|
(310)
|
|
(6)
|
Other assets
|
|
247
|
|
841
|
Accounts payable
|
|
(4,536)
|
|
7,789
|
Accrued liabilities
|
|
4,540
|
|
163
|
Deferred revenue
|
|
(239)
|
|
3,338
|
Income taxes payable, non-current and other liabilities
|
|
(565)
|
|
(411)
|
Net cash provided by (used in) operating activities
|
|
738
|
|
(13,873)
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Purchases of available-for-sale investments
|
|
-
|
|
(11,326)
|
Maturities of available-for-sale investments
|
|
2,151
|
|
17,775
|
(Increase) decrease in restricted cash
|
|
1,996
|
|
(2,018)
|
Purchases of property and equipment
|
|
(785)
|
|
(767)
|
Proceeds from sales of property and equipment
|
|
842
|
|
-
|
Net cash from investing activities
|
|
4,204
|
|
3,664
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Proceeds from issuance of common stock, net
|
|
12,744
|
|
161
|
Net cash from financing activities
|
|
12,744
|
|
161
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
1,489
|
|
(583)
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
19,175
|
|
(10,631)
|
Cash and cash equivalents, beginning of period
|
|
16,863
|
|
45,346
|
Cash and cash equivalents, end of period
|
|
$ 36,038
|
|
$ 34,715
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
MATTSON TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Nature of Operations
Mattson Technology, Inc. (the "Company" or "Mattson Technology")
was incorporated in California in 1988 and reincorporated in Delaware in 1997. The Company designs, manufactures, markets
and globally supports semiconductor wafer processing equipment used in the fabrication of integrated circuits.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim
financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by such accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair
statement of financial position and operations have been included. The accompanying unaudited condensed consolidated
financial statements should be read in conjunction with the audited consolidated financial statements of Mattson Technology
for the year ended December 31, 2010, which are included in the Annual Report on Form 10-K filed by the Company with the
Securities and Exchange Commission on March 11, 2011. Certain prior year amounts have been reclassified to conform to the
current presentation.
The condensed consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The results of operations for the three and nine months ended October 2, 2011 are not necessarily
indicative of results that may be expected for the entire year ending December 31, 2011.
Fiscal Year
The Company's fiscal year ends on December 31. The Company closes its first fiscal quarter on the
Sunday closest to March 31. The second and third fiscal quarters are each 13 weeks long and the fourth quarter closes on
December 31.
Management Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of
revenue and expenses during the reported periods. Actual results could differ from those estimates.
Liquidity and Management Plans
As of October 2, 2011, the Company had cash, cash equivalents and restricted cash of $38.1 million
and working capital of $57.6 million. The Company believes
that these balances will be sufficient to fund its working and other capital requirements over the course of
the next twelve months. The
Company's operations require careful management of its cash and working capital balances. The
Company's liquidity is affected by many factors including, among others, fluctuations in its revenue, gross
profits and operating expenses, as well as changes in its operating assets and liabilities. The cyclicality of
the semiconductor industry makes it difficult to predict the Company's future liquidity needs with certainty.
Any upturn in the semiconductor industry would result in short-term uses of cash to fund inventory
purchases and accounts receivable. Alternatively, any renewed softening in the demand for the Company's
products or ineffectiveness of its cost reduction efforts may cause the Company to incur additional losses in
the future and lower its cash balances. The Company may need additional funds to support its working
capital requirements, operating expenses or for other requirements. Historically, the Company has relied on
a combination of fundraising from the sale and issuance of equity securities (such as its common stock offering in
5
May 2011) and cash generated from product, service and royalty revenues to provide funding for
its operations. The Company will continue to review its expected cash requirements and take appropriate
cost reduction measures to ensure that the Company has sufficient liquidity. The Company periodically
reviews its liquidity position and may decide to raise additional funds, and may seek them from a
combination of sources including issuance of equity or debt securities through public or private financings.
These financing options may not be available on a timely basis, or on terms acceptable to the Company,
and could be dilutive to our stockholders. If adequate funds are not available on acceptable terms, the
Company's ability to achieve its intended long-term business objectives could be limited.
Recent Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board ("FASB") issued an
amendment to its previously released guidance related to revenue recognition for sales arrangements with multiple
deliverables. The amended guidance requires an entity at the inception of an arrangement to allocate the arrangement's
consideration to all of its deliverables using the relative selling price method, which allows for management's best estimate of a
deliverable's selling price when vendor-specific or other third-party evidence of fair value are not available. The residual
method of allocating consideration, required under previous guidance, is no longer permitted. Effective January 1, 2011, the
Company adopted this guidance for revenue arrangements entered into or materially modified on or after that
date. The adoption of this guidance did not have a material impact on the Company's condensed consolidated financial
statements.
In May 2011, the FASB issued Accounting Standards Update ("ASU") 2011-04, an
amendment to Accounting Standards Codification ("ASC") 820,
Fair Value Measurements
, providing a
consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. GAAP and
International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles, clarifies the
application of existing fair value measurement and expands the ASC 820 disclosure requirements, particularly for Level 3 fair
value measurements. This amendment will be effective for the Company's fiscal year beginning January 1, 2012. The
adoption of this amendment is not expected to have a material effect on the Company's consolidated financial statements, but
may require certain additional disclosures.
In June 2011, the FASB issued ASU No. 2011-05, which amends current
comprehensive income guidance. This accounting update eliminates the option to present the components of other
comprehensive income as part of the statement of stockholders' equity. Instead, the Company must report
comprehensive income in either a single continuous statement of comprehensive income that contains two sections, net
income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be
effective for the Company's fiscal year beginning January 1, 2012. The adoption of this update will not have an
impact on the Company's consolidated financial position, results of operations or cash flows as it only requires a change in the
format of the current presentation.
In September 2011, the FASB issued ASU No. 2011-08,
Intangibles-Goodwill and
Other - Testing Goodwill for Impairment
to simplify goodwill impairment testing by permitting an assessment of qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is
concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test.
Otherwise, the two-step goodwill impairment test is not required. ASU 2011-08 will be effective for the Company's fiscal year
beginning January 1, 2012. The adoption of this update is not expected to have a material impact on the Company's financial
position, since the Company currently has no goodwill recorded on its balance sheet.
There were no other recent accounting pronouncements or changes in accounting pronouncements
during the nine months ended October 2, 2011, compared to the recent accounting pronouncements described in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, that are of significance or
potential significance to the Company.
6
2. Balance Sheet Details
The Company's cash and cash equivalents, short-term investments and restricted cash as of October
2, 2011 and December 31, 2010 are carried at fair market value, as shown below:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Cash and cash equivalents:
|
|
|
|
|
Cash in bank
|
|
$ 18,993
|
|
$ 13,978
|
Money market funds
|
|
17,045
|
|
2,885
|
|
|
$ 36,038
|
|
$ 16,863
|
|
|
|
|
|
Short-term investments:
|
|
|
|
|
United States agency securities
|
|
$ -
|
|
$ 2,151
|
|
|
|
|
|
Restricted cash:
|
|
|
|
|
Certificates of deposit
|
|
$ 2,030
|
|
$ 4,026
|
As of October 2, 2011 and December 31, 2010, the Company had restricted cash of $2.0 million and
$4.0 million, respectively, which is securing standby letters of credit provided to certain landlords and vendors, as more fully
described in Note 6.
The Company did not have any short-term investments as of October 2, 2011. All short-term
investments as of December 31, 2010 were considered available-for-sale and were marked to
market, with unrealized gains and losses recorded as a component of other comprehensive income. As of December 31,
2010, all short-term investments had contractual maturities due within one year.
Components of inventories as of October 2, 2011 and December 31, 2010 are shown below:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Inventories:
|
|
|
|
|
Purchased parts and raw materials
|
|
$ 20,221
|
|
$ 14,266
|
Work-in-process
|
|
9,168
|
|
9,225
|
Finished goods
|
|
6,317
|
|
11,182
|
|
|
$ 35,706
|
|
$ 34,673
|
Amounts in the table above are presented net of inventory valuation charges for excess and/or
obsolete inventories. Inventory valuation charges for the nine months ended October 2, 2011 and September 26, 2010, were
$4.5 million and $0.8 million, respectively.
7
Components of property and equipment as of October 2, 2011 and December 31, 2010 are shown below:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Property and equipment, net:
|
|
|
|
|
Machinery and equipment
|
|
$ 45,524
|
|
$ 52,608
|
Furniture and fixtures
|
|
10,476
|
|
10,741
|
Leasehold improvements
|
|
18,163
|
|
17,813
|
|
|
74,163
|
|
81,162
|
Less: accumulated depreciation
|
|
(63,462)
|
|
(66,151)
|
|
|
$ 10,701
|
|
$ 15,011
|
Components of accrued liabilities as of October 2, 2011 and December 31, 2010 are shown below:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Accrued liabilities:
|
|
|
Compensation and benefits
|
|
$ 6,602
|
|
$ 5,941
|
Warranty
|
|
3,706
|
|
2,539
|
Value-added tax
|
|
1,166
|
|
748
|
Restructuring
|
|
512
|
|
436
|
Customer deposits
|
|
532
|
|
-
|
Other
|
|
5,493
|
|
3,788
|
|
|
$ 18,011
|
|
$ 13,452
|
Components of other liabilities as of October 2, 2011 and December 31, 2010 are shown below:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Other liabilities:
|
|
|
|
|
Deferred revenue, non-current
|
|
$ 2,500
|
|
$ 2,875
|
Other
|
|
2,338
|
|
2,146
|
|
|
$ 4,838
|
|
$ 5,021
|
8
3. Fair Value
The Company's cash and cash equivalents, short-term investments and restricted cash are
carried at fair value, and its accounts receivable and accounts payable are valued at their carrying amounts which approximate
fair value due to their short-term nature. The Company had no debt outstanding as of October 2, 2011.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Assets and liabilities measured at fair value on a recurring basis are shown in the table below
by their corresponding balance sheet caption and consisted of the following types of instruments as of October 2, 2011 and
December 31, 2010:
|
|
|
October 2, 2011
|
|
December 31, 2010
|
|
|
|
Fair Value Measurements at
|
|
Fair Value Measurements at
|
|
|
|
Reporting Date Using
|
|
Reporting Date Using
|
|
|
|
(Level 1)
|
|
(Level 2)
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
Total
|
|
|
|
(thousands)
|
|
(thousands)
|
Assets measured at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
$ 17,045
|
|
$ -
|
|
$ 17,045
|
|
$ 2,885
|
|
$ -
|
|
$ 2,885
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States agency securities
|
|
|
-
|
|
-
|
|
-
|
|
2,151
|
|
-
|
|
2,151
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity instruments
|
|
|
141
|
|
-
|
|
141
|
|
164
|
|
-
|
|
164
|
Total assets measured at fair value
|
|
|
$ 17,186
|
|
$ -
|
|
$ 17,186
|
|
$ 5,200
|
|
$ -
|
|
$ 5,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities measured at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
|
|
$ 141
|
|
$ -
|
|
$ 141
|
|
$ 164
|
|
$ -
|
|
$ 164
|
Equity instruments in the preceding table represent plan assets under the Company's Deferred
Compensation Plan, which offset corresponding deferred compensation plan liabilities as of the dates presented.
4. Intangible Assets
The Company's identified intangible assets consisted of the following as of October 2, 2011 and
December 31, 2010:
|
|
|
|
October 2,
|
|
December 31,
|
|
|
|
|
2011
|
|
2010
|
|
|
|
|
(thousands)
|
Intangibles, net:
|
|
|
|
|
|
|
Developed technology
|
|
|
|
$ 1,250
|
|
$ 1,250
|
Accumulated amortization
|
|
|
|
(437)
|
|
(250)
|
|
|
|
|
$ 813
|
|
$ 1,000
|
For the three months ended October 2, 2011 and September 26, 2010, the Company recorded
amortization expense of approximately $0.1 million each period. For the nine months ended October 2, 2011 and September
26, 2010, the Company recorded amortization expense of approximately $0.2 million each period.
9
5. Restructuring Charges
In 2008 and 2009, the Company implemented several restructuring programs, resulting in restructuring
charges principally comprised of employee severance costs and lease contract termination costs.
In connection with these earlier restructuring programs, during the first quarter of fiscal year 2011, the
Company resolved its remaining employee severance contingencies and reduced the restructuring accrual by $0.1 million.
During the third quarter of fiscal year 2011, the Company entered into a formal lease termination contract with a landlord for a
facility it had previously exited as part of an earlier restructuring program. The Company increased its restructuring accrual by
$0.2 million to account for additional lease termination costs and other costs necessary to close and consolidate this facility
during the three and nine months ended October 2, 2011.
During the nine months ended October 2, 2011, the Company made payments of $0.1 million, reducing
the related contract termination liabilities.
The following table summarizes changes in the restructuring accrual for the three and nine months
ended October 2, 2011 and September 26, 2010:
|
Three Months Ended October 2, 2011
|
|
Three Months Ended September 26, 2010
|
|
Employee
|
|
Contract
|
|
|
|
Employee
|
|
Contract
|
|
|
|
Severance
|
|
Termination
|
|
|
|
Severance
|
|
Termination
|
|
|
|
Costs
|
|
Costs
|
|
Total
|
|
Costs
|
|
Costs
|
|
Total
|
|
(thousands)
|
|
(thousands)
|
Beginning balance
|
$ -
|
|
$ 338
|
|
$ 338
|
|
$ 121
|
|
$ 384
|
|
$ 505
|
Payments
|
-
|
|
-
|
|
-
|
|
(12)
|
|
-
|
|
(12)
|
Reserve adjustments
|
-
|
|
181
|
|
181
|
|
32
|
|
12
|
|
44
|
Foreign currency changes
|
-
|
|
(7)
|
|
(7)
|
|
-
|
|
-
|
|
-
|
Ending balance
|
$ -
|
|
$ 512
|
|
$ 512
|
|
$ 141
|
|
$ 396
|
|
$ 537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended October 2, 2011
|
|
Nine Months Ended September 26, 2010
|
|
Employee
|
|
Contract
|
|
|
|
Employee
|
|
Contract
|
|
|
|
Severance
|
|
Termination
|
|
|
|
Severance
|
|
Termination
|
|
|
|
Costs
|
|
Costs
|
|
Total
|
|
Costs
|
|
Costs
|
|
Total
|
|
(thousands)
|
|
(thousands)
|
Beginning balance
|
$ 94
|
|
$ 342
|
|
$ 436
|
|
$ 89
|
|
$ 520
|
|
$ 609
|
Payments
|
-
|
|
(56)
|
|
(56)
|
|
(36)
|
|
-
|
|
(36)
|
Reserve adjustments
|
(94)
|
|
197
|
|
103
|
|
88
|
|
(124)
|
|
(36)
|
Foreign currency changes
|
-
|
|
29
|
|
29
|
|
-
|
|
-
|
|
-
|
Ending balance
|
$ -
|
|
$ 512
|
|
$ 512
|
|
$ 141
|
|
$ 396
|
|
$ 537
|
The Company anticipates that the remaining lease contract termination payments will be paid in
installments through December 2015.
10
6. Commitments and Contingencies
Warranty
The following table summarizes changes in the product warranty accrual for the three and nine months
ended October 2, 2011 and September 26, 2010:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
(thousands)
|
|
(thousands)
|
Beginning balance
|
|
$ 4,085
|
|
$ 2,094
|
|
$ 2,539
|
|
$ 1,310
|
Warranties issued in the period
|
|
753
|
|
848
|
|
2,830
|
|
2,459
|
Costs to service warranties
|
|
(881)
|
|
(552)
|
|
(2,491)
|
|
(1,480)
|
Warranty accrual adjustments
|
|
(251)
|
|
(164)
|
|
828
|
|
(63)
|
Ending balance
|
|
$ 3,706
|
|
$ 2,226
|
|
$ 3,706
|
|
$ 2,226
|
Guarantees
In the ordinary course of business, the Company's bank provides standby letters of credit or other
guarantee instruments on behalf of the Company to certain parties as required. The standby letters of credit are secured by
certificates of deposit, which are classified as restricted cash in the accompanying condensed consolidated balance sheets.
The Company has never recorded any liability in connection with these guarantee arrangements beyond what is required to
appropriately account for the underlying transaction being guaranteed. The Company does not believe, based on historical
experience and information currently available, that it is probable that any amounts will be required to be paid under such
guarantee arrangements. As of October 2, 2011, the maximum potential amount that the Company could be required to pay
was $1.8 million, the total amount of outstanding standby letters of credit, which were secured by $2.0 million of certificates of
deposit.
In connection with the Company's acquisition of Vortek Industries, Ltd ("Vortek") in 2004,
the Company became party to an agreement between Vortek and the Canadian Minister of Industry (the "Ministry")
relating to an investment in Vortek by Technology Partnerships Canada. Under the agreement, as amended, the Company or
Vortek (renamed Mattson Technology, Canada, Inc. or "MTC") agreed to various conditions, including (i) payment by the
Company of a royalty to the Ministry of 1.4 percent of revenues from certain Flash RTP products, up to a total of CAD 14.3
million (approximately $13.6 million based on the applicable exchange rate as of October 2, 2011), (ii) MTC maintaining a
specified average workforce of employees in Canada through October 27, 2009, (iii) investment of a certain amount by
October 27, 2009 and (iv) certain other provisions concerning protection of intellectual property rights and other terms. The
Company is no longer subject to the conditions under (ii) and (iii), as discussed above; but is still subject to the payment of
royalties on revenues from the sale of Flash RTP products through 2020. If MTC is dissolved, files for bankruptcy, or MTC or
the Company do not materially comply with certain material terms, covenants and conditions of the contract prior to its
termination on December 31, 2020 or upon earlier payment of the maximum royalty obligations, the Company could be subject
to liquidated damages in the amount of CAD 14.3 million less any royalties paid by MTC or the Company to the Ministry.
The Company is a party to various agreements, pursuant to which it may be obligated to indemnify
other parties with respect to certain matters. Typically, these obligations arise in the context of contracts under which the
Company may agree to hold other parties harmless against losses arising from a breach of representations or with respect to
certain intellectual property, operations or tax-related matters. The Company's obligations under these agreements may be
limited in terms of time and/or amount, and in some instances, the Company may have defenses to asserted claims and/or
recourse against third parties for payments made by the Company. It is not possible to predict the maximum potential amount
of future payments under these or similar agreements due to the conditional nature of the Company's obligations and the
unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under
these agreements have not had a material effect on the Company's financial position, results of operations or cash flows. The
Company believes if it were to incur a loss in any of these matters, such loss would not have a material effect on its financial
position, results of operations or cash flows.
11
Government Agencies
As an exporter, the Company must comply with various laws and regulations relating to the export
of products and technology from the U.S. and other countries having jurisdiction over the Company's operations. In the U.S.
these laws include the International Traffic in Arms Regulations ("ITAR") administered by the State Department's
Directorate of Defense Trade Controls
,
the Export Administration Regulations ("EAR")
administered by the Bureau of Industry and Security ("BIS"), and trade sanctions against embargoed countries and
destinations administered by the U.S. Department of Treasury, Office of Foreign Assets Control ("OFAC"). The
EAR governs products, parts, technology and software which present military or weapons proliferation concerns, so-called
"dual use" items, and ITAR governs military items listed on the United States Munitions list. Prior to shipping certain
items, the Company must obtain an export license or verify that license exemptions are available. In addition, the Company
must comply with certain requirements related to documentation, record keeping, plant visits and hiring of foreign nationals.
Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on the
Company's ability to export its products, and repeat failures could carry additional penalties. In 2008, the Company self-
disclosed to BIS certain inadvertent EAR violations and this matter is pending with BIS. At this time the Company is unable to
estimate the extent of any fines or penalties or other potential losses that it may incur with respect to this matter, if any.
Litigation
In the ordinary course of business, the Company is subject to claims and litigation, including claims that
it infringes third party patents, trademarks and other intellectual property rights. Although the Company believes that it is not
reasonably possible that any current claims or actions will have a material adverse impact on its operating results or its financial position,
given the uncertainty of litigation, the Company cannot be certain of this. The defense of claims or actions against the
Company, even if not meritorious, could result in the expenditure of significant financial and managerial resources.
The Company records a legal liability when it believes it is both probable that a liability has been
incurred, and the amount can be reasonably estimated. The Company monitors developments in its legal matters that could
affect the estimate it has previously accrued. Significant judgment is required to determine both probability and the estimated
amount.
7. Stockholders' Equity
Common Stock
On May 16, 2011, the Company completed a registered public offering of
7,820,000 newly issued shares of the Company's common stock. The common stock was issued at a price to the
public of $1.80 per share. The Company received net proceeds of approximately $12.6 million from the offering after
deducting underwriting discounts and estimated offering expenses of $1.4 million.
Common Stock Repurchase Program
In March 2007, the Company's Board of Directors approved a common stock repurchase plan
("Repurchase Plan") that authorized the repurchase of up to $20.0 million of outstanding shares of the Company's
common stock through open-market purchases or private transactions. In October 2007, the Company's Board of Directors
expanded the Repurchase Plan, authorizing the repurchase of up to an additional $30.0 million of shares of the Company's
common stock through open-market purchases or private transactions. By December 31, 2008, a total of 3.8 million shares
had been repurchased against the original and expanded Repurchase Plan, at a weighted-average purchase price of $9.20 for
a total purchase price of approximately $35.0 million. The Company's last repurchase of common stock under this plan was in
the first quarter of 2008. On May 2, 2011, the Company terminated the Repurchase Plan.
12
Accumulated Other Comprehensive Income
Accumulated other comprehensive income as of October
2, 2011 and December 31, 2010 was $21.8 million and $20.2 million, respectively, comprised primarily of cumulative
translation gains.
8. Employee Stock Plans
As of October 2, 2011, the Company had approximately 1.6 million shares available for future
grants under the Company's 2005 Equity Incentive Plan (the "2005 Plan"). The following table summarizes the
combined activity under all of the Company's equity incentive plans for the nine months ended October 2, 2011:
|
|
|
|
|
|
|
Weighted-
|
|
Restricted
|
|
Weighted-
|
|
|
|
Awards
|
|
Stock
|
|
Average
|
|
Stock
|
|
Average
|
|
|
|
Available
|
|
Options
|
|
Exercise
|
|
Units
|
|
Grant Date
|
|
|
|
For Grant
|
|
Outstanding
|
|
Price
|
|
Outstanding
|
|
Fair Value
|
|
|
|
(thousands)
|
|
(thousands)
|
|
|
|
(thousands)
|
|
|
Balances at December 31, 2010
|
|
2,263
|
|
6,278
|
|
$ 5.51
|
|
343
|
|
$ 3.67
|
Stock options:
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
(1,412)
|
|
1,412
|
|
$ 2.32
|
|
-
|
|
-
|
Exercised
|
|
|
-
|
|
(61)
|
|
$ 0.95
|
|
-
|
|
-
|
Cancelled or forfeited
|
|
|
711
|
|
(711)
|
|
$ 7.96
|
|
-
|
|
-
|
Restricted stock units:
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Released
|
|
|
13
|
|
-
|
|
-
|
|
(22)
|
|
$ 6.35
|
Cancelled or forfeited
|
|
|
63
|
|
-
|
|
-
|
|
(36)
|
|
$ 3.40
|
Balances at October 2, 2011
|
|
1,638
|
|
6,918
|
|
$ 4.64
|
|
285
|
|
$ 3.49
|
Supplemental disclosure information about the Company's stock options and RSUs with time-based vesting is as follows:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
(thousands, except weighted-average fair values)
|
Stock options:
|
|
|
|
|
|
|
|
|
Weighted-average fair value of options granted
|
|
$ 1.08
|
|
$ 1.90
|
|
$ 1.46
|
|
$ 1.96
|
Intrinsic value of options exercised
(1)
|
|
$ 17
|
|
$ 11
|
|
$ 86
|
|
$ 235
|
Cash received from options exercised
|
|
$ 11
|
|
$ 5
|
|
$ 58
|
|
$ 64
|
Restricted stock units with time-based vesting:
|
|
|
|
|
|
|
|
|
Weighted-average fair value of
|
|
|
|
|
|
|
|
|
time-based RSUs granted
|
|
$ -
|
|
$ -
|
|
$ -
|
|
$ 3.96
|
__________________
|
|
|
|
|
|
|
|
|
(1)
Amount represents the difference between the exercise price of the option
and the Company's closing stock price on the date of exercise.
|
Stock Options
Stock options granted under the 2005 Plan are for periods not to exceed seven years. Generally,
options to purchase stock under the 2005 Plan are granted at exercise prices that are at least 100 percent of the fair market
value of the Company's common stock on the date of grant. Generally, 25 percent of the options vest on the first anniversary of
the vesting commencement date, and the remaining options vest 1/36 per month for the next 36 months thereafter.
During the three months ended October 2, 2011 and September 26, 2010, the Company granted
options to purchase 0.1 million and 0.7 million shares of common stock, respectively, with an estimated total grant-date fair
value of $0.2 million and $1.3 million, respectively. During the nine months ended October 2, 2011 and September 26,
13
2010, the Company granted options to purchase 1.4 million and 2.0 million shares of common stock, respectively, with an estimated
total grant-date fair value of $2.1 million and $4.0 million, respectively.
Supplemental disclosure information about the Company's stock options outstanding as of October 2, 2011:
|
|
|
|
Weighted-
|
|
Average
|
|
|
|
|
|
|
Average
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
Exercise
|
|
Contractual
|
|
Intrinsic
|
|
|
Shares
|
|
Price
|
|
Life
|
|
Value
|
|
|
(thousands)
|
|
|
|
(in years)
|
|
(thousands)
|
Stock options:
|
|
|
|
|
|
|
|
|
Outstanding options
|
|
6,918
|
|
$ 4.64
|
|
4.0
|
|
$ 342
|
Vested and exercisable options
|
|
4,457
|
|
$ 5.77
|
|
3.0
|
|
$ 283
|
The aggregate intrinsic value shown in the table above represents the total pretax intrinsic value, based
on the Company's closing stock price of $1.17 as of September 30, 2011, which would have been received by the option
holders had all option holders exercised their "in-the-money" options at that date. The Company settles employee
exercises of options with newly issued shares of common stock.
Restricted Stock Units ("RSUs")
The Company's 2005 Plan provides for grants of time-based and performance-based RSUs.
Time-Based Restricted Stock Units
Generally, 25 percent of the time-based RSUs vest on each anniversary of the vesting commencement
date or date of grant. On occasion, the Company grants time-based RSUs for varying purposes with different vesting
schedules. Time-based RSUs granted under the 2005 Plan are counted against the total number of shares of common stock
available for grant under the plan at 1.75 shares of common stock for every one share of common stock subject thereto.
During the three and nine months ended October 2, 2011, the Company did not grant any time-based
RSUs. During the three months ended September 26, 2010, the Company also did not grant any time-based RSUs. During
the nine months ended September 26, 2010, the Company granted 3,000 time-based RSUs, with an estimated total grant-date
fair value of $12,000. The associated stock-based compensation expense on time-based RSUs is determined based on the
fair value of the Company's common stock on the date of grant of the RSU and recognized over the vesting period.
Performance-Based Restricted Stock Units
The vesting of performance-based RSUs is contingent on the Company's achievement of certain
predetermined financial goals and in some cases, the achievement of certain market performance. The amount of stock-based
compensation expense recognized in any one period can vary based on the achievement or anticipated achievement of
specific performance goals. If a performance goal is not met or is not expected to be met, no compensation cost is recognized
on the underlying RSUs, and any previously recognized compensation expense on those RSUs would be reversed.
As of October 2, 2011, the Company had 0.3 million performance-based RSUs outstanding. These
RSUs will expire during the first quarter of 2012, if the performance targets are not achieved by then. The Company did not
record any compensation expense related to these performance-based RSUs during the three and nine months ended October
2, 2011 and September 26, 2010 since the Company has determined that due to market conditions it is not probable that any
of the performance targets will be met.
14
9. Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with the applicable authoritative
guidance, which requires the measurement of stock-based compensation on the date of grant based on the fair value of the
award, and the recognition of the expense over the requisite service period for the employee.
Valuation Assumptions
The Company uses the Black-Scholes valuation model to determine the fair value of stock options. The
Black-Scholes model requires the input of subjective assumptions, which are summarized in the table below for the three and
nine months ended October 2, 2011 and September 26, 2010:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
Expected dividend yield
|
|
-
|
|
-
|
|
-
|
|
-
|
Expected stock price volatility
|
|
78%
|
|
76%
|
|
77%
|
|
74%
|
Risk-free interest rate
|
|
1.1%
|
|
1.6%
|
|
2.0%
|
|
2.1%
|
Expected life of options in years
|
|
5
|
|
5
|
|
5
|
|
5
|
The Company estimates the expected life of options based on an analysis of its historical experience of
employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option; expected
volatility is based on the historical volatility of the Company's common stock; and the risk-free interest rate is equal to the
U.S. Treasury rates, with maturity approximating the expected life of the option. The Company does not currently pay
cash dividends on its common stock and does not anticipate doing so in the foreseeable future; accordingly, the expected
dividend yield is 0 (zero) percent.
The Company's stock-based compensation expense for the three and nine months ended October 2,
2011 and September 26, 2010 was as follows:
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
|
(thousands)
|
|
|
|
|
|
|
Stock-based compensation by type of award:
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
$ 443
|
|
$ 662
|
|
$ 1,763
|
|
$ 1,745
|
Restricted stock units
|
|
|
24
|
|
51
|
|
92
|
|
215
|
Employee stock purchase plan
|
|
|
5
|
|
9
|
|
20
|
|
29
|
|
|
$ 472
|
|
$ 722
|
|
$ 1,875
|
|
$ 1,989
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation by category of expense:
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
$ 13
|
|
$ 27
|
|
$ 69
|
|
$ 62
|
Research, development and engineering
|
|
|
62
|
|
121
|
|
303
|
|
311
|
Selling, general and administrative
|
|
|
397
|
|
574
|
|
1,503
|
|
1,616
|
|
|
$ 472
|
|
$ 722
|
|
$ 1,875
|
|
$ 1,989
|
The Company did not capitalize any stock-based compensation as inventory for the three and nine
months ended October 2, 2011 and September 26, 2010 as such amounts were inconsequential.
As of October 2, 2011, the Company had $2.6 million in unrecognized stock-based compensation
expense related to stock options, net of estimated forfeitures, which will be recognized over a weighted-average period of 2.7
years. As of October 2, 2011, the Company had approximately $40,000 in unrecognized stock-based compensation expense
related to unvested time-based RSUs outstanding, net of estimated forfeitures, which will be recognized over a weighted-average
period of 0.3 years.
15
10. Reportable Segments
The Company has one reportable segment - designing, manufacturing and marketing of advanced
fabrication equipment to the semiconductor manufacturing industry. All Company revenues and profits are generated from the
sales of systems and services in this business segment, whose chief operating decision maker is the Company's Chief
Executive Officer.
The following shows net sales by geographic areas based on the installation locations of systems sold
and the locations of services rendered:
|
Three Months Ended
|
|
Nine Months Ended
|
|
October 2, 2011
|
|
September 26, 2010
|
|
October 2, 2011
|
|
September 26, 2010
|
|
(thousands)
|
|
%
|
|
(thousands)
|
|
%
|
|
(thousands)
|
|
%
|
|
(thousands)
|
|
%
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
$ 4,959
|
|
11
|
|
$ 1,321
|
|
3
|
|
$ 7,782
|
|
5
|
|
$ 3,271
|
|
3
|
Korea
|
15,507
|
|
35
|
|
20,606
|
|
53
|
|
59,028
|
|
41
|
|
55,447
|
|
57
|
Taiwan
|
8,243
|
|
18
|
|
5,710
|
|
14
|
|
31,575
|
|
22
|
|
11,346
|
|
12
|
China
|
1,256
|
|
3
|
|
6,145
|
|
15
|
|
11,474
|
|
8
|
|
10,532
|
|
11
|
Japan
|
8,059
|
|
18
|
|
1,713
|
|
4
|
|
14,293
|
|
10
|
|
3,458
|
|
4
|
Other Asia
|
920
|
|
2
|
|
3,034
|
|
8
|
|
5,311
|
|
4
|
|
8,903
|
|
9
|
Europe and others
|
6,001
|
|
13
|
|
1,233
|
|
3
|
|
13,790
|
|
10
|
|
4,120
|
|
4
|
|
$ 44,945
|
|
100
|
|
$ 39,762
|
|
100
|
|
$ 143,253
|
|
100
|
|
$ 97,077
|
|
100
|
In the three months ended October 2, 2011, three customers accounted for 34 percent, 18 percent and
12 percent of net sales, respectively. In the three months ended September 26, 2010, two customers accounted for 41 percent
and 18 percent of net sales, respectively.
In the nine months ended October 2, 2011, two customers accounted for 38 percent and 10 percent of
net sales, respectively. In the nine months ended September 26, 2010, two customers accounted for 47 percent and 15
percent of net sales, respectively.
As of October 2, 2011, three customers accounted for 21 percent, 19 percent and 17 percent of the
Company's accounts receivable balance, respectively. As of December 31, 2010, four customers accounted for 19 percent, 13
percent, 11 percent and 11 percent of the Company's accounts receivable balance, respectively.
Geographical information relating to the Company's property and equipment, net, as of October 2,
2011 and December 31, 2010 is as follows:
|
|
October 2,
|
|
December 31,
|
|
|
2011
|
|
2010
|
|
|
(thousands)
|
Property and equipment, net:
|
|
|
|
|
United States
|
|
$ 6,139
|
|
$ 9,880
|
Germany
|
|
1,642
|
|
2,236
|
Canada
|
|
2,375
|
|
2,507
|
Others
|
|
545
|
|
388
|
|
|
$ 10,701
|
|
$ 15,011
|
11. Income Taxes
On a quarterly basis, the Company evaluates its expected income tax expense or benefit based on its
year-to-date operations, and records an adjustment in the current quarter. The net tax provision (benefit) is the result
of the mix of profits earned by the Company and its subsidiaries in tax jurisdictions with a broad range of income tax rates. For
the nine months ended October 2, 2011 and September 26, 2010, the Company recorded a $0.2 million and a $0.3 million
provision for income taxes, respectively. The provision for income taxes primarily consists of provisions or benefits from foreign
taxes. The $0.2 million tax expense for the nine months ended October 2, 2011 includes a $0.4 million tax benefit related to
the release of uncertain tax benefits due to a lapse of the statute of limitations, offset by a tax provision of $0.6 million.
16
As of December 31, 2010, the Company had $27.1 million of unrecognized tax benefits exclusive of
interest and penalties described below. Included in the $27.1 million are approximately $3.0 million of unrecognized
tax benefits (net of federal benefit) that, if recognized, would favorably affect the effective tax rate in a future period, before
consideration of changes in the valuation allowance. The Company believes that it is reasonably possible that there will be a
decrease of $1.7 million in its unrecognized tax benefits exclusive of interest and penalties within the next twelve
months.
The Company's practice is to recognize interest and/or penalties related to unrecognized tax benefits in
income tax expense. As of December 31, 2010, the Company had $1.2 million accrued for estimated interest and $0.1 million
accrued for estimated penalties. For the nine months ended October 2, 2011, the recorded income tax provision included
estimated interest of $0.2 million.
The Company and its subsidiaries are subject to United States federal income tax as well as to income
taxes in various foreign and state jurisdictions. For federal and state income tax purposes, the statute of limitations are closed
for all years prior to 2006 with the exception of 2004. The Company had no tax audits in progress as of October 2,
2011.
12. Net Loss Per Share
The Company presents both basic and diluted earnings per share on the face of its condensed
consolidated statements of operations. Basic earnings per share are computed by dividing net income by the weighted-average
number of shares of common stock outstanding for the period. Diluted earnings per share are computed using the
weighted-average number of shares of common stock outstanding plus the effect of all dilutive securities representing potential
shares of common stock outstanding during the period. For the purposes of computing diluted earnings per share, weighted
average common stock equivalents do not include stock options with an exercise price that exceeded the average market price
of the Company's common stock for the period.
The following table summarizes the incremental shares of common stock from these potentially dilutive
securities, calculated using the treasury stock method:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
(thousands)
|
|
(thousands)
|
Weighted-average shares outstanding - Basic
|
|
58,224
|
|
50,094
|
|
54,324
|
|
50,044
|
Diluted potential common shares from
stock options and restricted stock units
|
|
-
|
|
-
|
|
-
|
|
-
|
Weighted-average shares outstanding - Diluted
|
|
58,224
|
|
50,094
|
|
54,324
|
|
50,044
|
On May 16, 2011, the Company completed a registered public offering of
7,820,000 newly issued shares of the Company's common stock. These shares are included on a weighted-average
basis for the three month and nine month periods ending October 2, 2011.
All outstanding stock options and restricted stock units are potentially dilutive securities, and as of
October 2, 2011 and September 26, 2010, the combined total of stock options and RSUs outstanding were 7.2 million and 7.0
million, respectively. However, since the Company had net losses for the three and nine months ended October 2, 2011 and
September 26, 2010, no potentially dilutive securities were included in the computation of diluted shares for those years as
inclusion of such shares would have been anti-dilutive. Accordingly, basic and diluted net loss per share were the same in
each period reported.
17
13. Comprehensive Loss
The components of comprehensive loss are:
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
October 2,
|
|
September 26,
|
|
October 2,
|
|
September 26,
|
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
|
|
|
(thousands)
|
Net loss
|
|
$ (2,289)
|
|
$ (6,366)
|
|
$ (13,776)
|
|
$ (25,502)
|
Cumulative translation adjustments
|
|
(1,233)
|
|
2,295
|
|
1,454
|
|
(1,374)
|
Unrealized gain (loss) on deferred
compensation
|
|
(21)
|
|
4
|
|
97
|
|
(4)
|
Comprehensive loss
|
|
$ (3,543)
|
|
$ (4,067)
|
|
$ (12,225)
|
|
$ (26,880)
|
18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report on Form 10-Q contains forward-looking statements, which are subject to the Safe
Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based
on management's current expectations and beliefs, including estimates and projections about our industry. Our forward-looking
statements may include statements that relate to our future revenue, earnings, cash flow and cash position; growth of the
industry and the size of our served available market; the timing of significant customer orders for our products; customer
acceptance of delivered products and our ability to collect amounts due upon shipment and upon acceptance; end-user
demand for semiconductors, including the growing mobility electronics industry; customer demand for semiconductor
manufacturing equipment, including as a result of greenfield fab plans; our ability to timely manufacture, deliver and support
ordered products; our ability to bring new products to market, to gain market share with such products and the overall mix of
our products; customer rate of adoption of new technologies; risks inherent in the development of complex technology; the
timing and competitiveness of new product releases by our competitors; margins; product development plans and levels of
research, development and engineering activity; our ability to align our cost structure with market conditions, including
outsourcing plans, operating expenses, and the expected effects, cost and timing of restructurings; tax expenses; excess
inventory reserves, including the level of our vendor commitments as compared to our requirements; economic conditions in
general and in our industry; the impact of any litigation or investigation on our operating results or financial position; any
offering and sale of securities pursuant to our shelf registration statement or otherwise; and the sufficiency of our financial
resources to support future operations and capital expenditures. Forward-looking statements typically are identified by use of
terms such as "anticipates," "expects," "intends," "plans," "seeks,"
"estimates," "believes" and similar expressions, although some forward-looking statements are
expressed differently. These statements are not guarantees of future performance and are subject to numerous risks,
uncertainties and assumptions that are difficult to predict. Such risks and uncertainties include those set forth in Part II, Item 1A
under "Risk Factors" and this Part I, Item 2 under "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Our actual results could differ materially from those anticipated by these
forward-looking statements. The forward-looking statements in this report speak only as of the time they are made and do not
necessarily reflect our outlook at any other point in time. We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future event, or for any other reason.
This discussion should be read in conjunction with the condensed consolidated financial
statements and notes presented in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes in
our last filed Annual Report on Form 10-K for the year ended December 31, 2010 (the "2010 Form 10-K").
We are a supplier of semiconductor wafer processing equipment used in the fabrication of
integrated circuits ("ICs"). Our manufacturing equipment is used for semiconductor manufacturing and back-end
packaging. Our manufacturing equipment utilizes innovative technology to deliver advanced processing capabilities and high
productivity for the fabrication of current and next-generation ICs. We were incorporated in California in 1988 and
reincorporated in Delaware in 1997.
In fiscal year 2011, our new positions in etch and rapid thermal processing ("RTP"), added
to our broad strip base, expanded our available market, especially in the new "greenfield" sites, and is transitioning
us from productivity-driven markets into more technology-driven markets. Our etch products, the paradigmE and Alpine, are
targeted to meet the stringent requirements of advanced dielectric etch as well as packaging applications. Throughout 2011,
we have benefited from our strategic investment in our etch product line by recording and shipping multiple paradigmE etch
systems to a leading semiconductor manufacturer for volume manufacturing of advanced etch applications. In the third quarter
of 2011, we launched the paradigmE Si for polysilicon etch applications. The introduction of this tool enables us to better serve
the growing silicon etch market and significantly increase our total served available market. Our etch products now address
over half of the applications in the total etch market. We have grown the etch business to over one-third of our total system
revenue, as customers select our etch tools based on their process performance and cost of ownership.
During the third quarter of 2011, we strengthened our strip position by shipping tools to customers
across foundry, logic and NAND. Our customers are using our SUPREMA strip system for both front-end-of-line and back-end-of-line
applications, as the systems provide low cost of ownership, high productivity and technology extendibility. In RTP,
we shipped volume levels of our Helios systems to a major NAND producer, a new position we gained during the last cycle.
We also shipped the Helios XP to multiple foundry customers, with the first of these going into volume production.
19
Results of Operations
The following table sets forth our condensed consolidated results of
operations for the periods indicated, along with comparative information regarding the absolute and percentage changes in
these amounts:
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
October 2, 2011
|
|
|
September 26, 2010
|
|
|
Change
|
|
|
|
(thousands)
|
|
%
|
|
|
(thousands)
|
|
%
|
|
|
(thousands)
|
|
%
|
|
Net sales
|
|
$ 44,945
|
|
100.0
|
|
|
$ 39,762
|
|
100.0
|
|
|
$ 5,183
|
|
13.0
|
|
Cost of sales
|
|
28,272
|
|
62.9
|
|
|
25,248
|
|
63.5
|
|
|
3,024
|
|
12.0
|
|
Gross profit
|
|
16,673
|
|
37.1
|
|
|
14,514
|
|
36.5
|
|
|
2,159
|
|
14.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research, development and engineering
|
|
6,733
|
|
15.0
|
|
|
6,935
|
|
17.4
|
|
|
(202)
|
|
(2.9)
|
|
Selling, general and administrative
|
|
12,384
|
|
27.5
|
|
|
12,550
|
|
31.6
|
|
|
(166)
|
|
(1.3)
|
|
Restructuring charges
|
|
181
|
|
0.4
|
|
|
13
|
|
-
|
|
|
168
|
|
1,292.3
|
|
Total operating expenses
|
|
19,298
|
|
42.9
|
|
|
19,498
|
|
49.0
|
|
|
(200)
|
|
(1.0)
|
|
Loss from operations
|
|
(2,625)
|
|
(5.8)
|
|
|
(4,984)
|
|
(12.5)
|
|
|
2,359
|
|
(47.3)
|
|
Interest income (expense)
|
|
24
|
|
-
|
|
|
6
|
|
-
|
|
|
18
|
|
300.0
|
|
Other income (expense), net
|
|
548
|
|
1.2
|
|
|
(1,431)
|
|
(3.6)
|
|
|
1,979
|
|
n/m
|
(1)
|
Loss before income taxes
|
|
(2,053)
|
|
(4.6)
|
|
|
(6,409)
|
|
(16.1)
|
|
|
4,356
|
|
(68.0)
|
|
Provision for (benefit from) income taxes
|
|
236
|
|
0.5
|
|
|
(43)
|
|
(0.1)
|
|
|
279
|
|
n/m
|
(1)
|
Net loss
|
|
$ (2,289)
|
|
(5.1)
|
|
|
$ (6,366)
|
|
(16.0)
|
|
|
$ 4,077
|
|
(64.0)
|
|
__________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Not meaningful.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
|
|
October 2, 2011
|
|
|
September 26, 2010
|
|
|
Change
|
|
|
|
(thousands)
|
|
%
|
|
|
(thousands)
|
|
%
|
|
|
(thousands)
|
|
%
|
|
Net sales
|
|
$ 143,253
|
|
100.0
|
|
|
$ 97,077
|
|
100.0
|
|
|
$ 46,176
|
|
47.6
|
|
Cost of sales
|
|
97,229
|
|
67.9
|
|
|
64,875
|
|
66.8
|
|
|
32,354
|
|
49.9
|
|
Gross profit
|
|
46,024
|
|
32.1
|
|
|
32,202
|
|
33.2
|
|
|
13,822
|
|
42.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research, development and engineering
|
|
19,893
|
|
13.9
|
|
|
20,400
|
|
21.0
|
|
|
(507)
|
|
(2.5)
|
|
Selling, general and administrative
|
|
37,762
|
|
26.3
|
|
|
37,481
|
|
38.7
|
|
|
281
|
|
0.7
|
|
Restructuring charges
|
|
103
|
|
0.1
|
|
|
(64)
|
|
(0.1)
|
|
|
167
|
|
n/m
|
(1)
|
Total operating expenses
|
|
57,758
|
|
40.3
|
|
|
57,817
|
|
59.6
|
|
|
(59)
|
|
(0.1)
|
|
Loss from operations
|
|
(11,734)
|
|
(8.2)
|
|
|
(25,615)
|
|
(26.4)
|
|
|
13,881
|
|
(54.2)
|
|
Interest income (expense)
|
|
61
|
|
-
|
|
|
4
|
|
-
|
|
|
57
|
|
1,425.0
|
|
Other income (expense), net
|
|
(1,927)
|
|
(1.3)
|
|
|
452
|
|
0.5
|
|
|
(2,379)
|
|
n/m
|
(1)
|
Loss before income taxes
|
|
(13,600)
|
|
(9.5)
|
|
|
(25,159)
|
|
(25.9)
|
|
|
11,559
|
|
(45.9)
|
|
Provision for income taxes
|
|
176
|
|
0.1
|
|
|
343
|
|
0.4
|
|
|
(167)
|
|
(48.7)
|
|
Net loss
|
|
$ (13,776)
|
|
(9.6)
|
|
|
$ (25,502)
|
|
(26.3)
|
|
|
$ 11,726
|
|
(46.0)
|
|
__________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Not meaningful.
|
|
|
|
|
|
|
|
Net Sales
Net sales were $44.9 million for the three months ended October 2, 2011, an increase of approximately
$5.2 million compared to $39.8 million for the three months ended September 26, 2010. The increase reflects continued
purchases of our core products by our customers and the acceptance of the new etch position that we have entered.
Net sales were $143.3 million for the nine months ended October 2, 2011, an increase of
approximately $46.2 million compared to $97.1 million for the three months ended September 26, 2010. The increase in net
sales for the nine month period ending October 2, 2011 was primarily due to an increase in sales of our etch products, coupled
with increases in our other core products.
20
Cost of Sales
Cost of sales was $28.3 million for the three months ended October 2, 2011, an increase of
$3.0 million compared to $25.2 million for the three months ended September 26, 2010. The increase was primarily due to
costs associated with increased product sales.
Cost of sales was $97.2 million for the nine months ended October 2, 2011, an increase of
approximately $32.4 million compared to $64.9 million for the nine months ended September 26, 2010. The increase was
primarily due to costs associated with increased product sales.
Gross Profit
Gross profit for the three months ended October 2, 2011 was $16.7 million, an increase of $2.2 million,
compared to $14.5 million for the three months ended September 26, 2010. The increase was primarily due to the increase in
sales and improved utilization of our internal manufacturing operation.
Gross margin for the three months ended October 2, 2011 was approximately 37 percent, relatively flat
as compared to the 37 percent gross margin for the three months ended September 26, 2010.
For the three months ended October 2, 2011 and September 26, 2010, we sold $2.4 million and $1.2
million of inventories, respectively, that were previously written-down as part of excess and obsolete inventory. The benefit
derived from the sale of this inventory was partially offset by inventory valuation charges of $2.1 million and $0.3 million for the
three months ended October 2, 2011 and September 26, 2010, respectively, for other inventory deemed to be excess and
obsolete.
Gross profit for the nine months ended October 2, 2011 was $46.0 million, an increase of $13.8 million
compared to $32.2 million for the nine months ended September 26, 2010. The increase was primarily due to the increase in
sales.
Gross margin for the nine months ended October 2, 2011 was approximately 32 percent, a slight
decrease from the 33 percent for the nine months ended September 26, 2010. The gross margin was unfavorably impacted in
the nine month period ended October 2, 2011 as a result of $0.8 million in warranty cost overruns in servicing our new
products.
For the nine months ended October 2, 2011 and September 26, 2010, we sold $5.9 million and $3.4
million of inventories, respectively, that were previously written-down as part of excess and obsolete inventory. The benefit
derived from the sale of this inventory was partially offset by inventory valuation charges of $4.5 million and $0.8 million for the
nine months ended October 2, 2011 and September 26, 2010, respectively, for other inventory deemed to be excess and
obsolete.
Research, Development and Engineering
Research, development and engineering expenses were $6.7 million for the three months ended
October 2, 2011, a decrease of $0.2 million, compared to $6.9 million for the three months ended September 26, 2010.
Spending levels remained relatively flat across expense categories.
Research, development and engineering expenses were $19.9 million for the nine months ended
October 2, 2011, a decrease of $0.5 million, compared to $20.4 million for the nine months ended September 26, 2010. The
decrease is due in part to a $0.5 million reduction in depreciation expense on lab tools resulting from significantly lower capital
expenditures in 2009 through 2011, as compared to earlier years. Otherwise, spending levels remained relatively flat across
the other expense categories.
21
Selling, General and Administrative
Selling, general and administrative expenses were $12.4 million for the three months ended October 2,
2011, a decrease of $0.2 million, compared to $12.6 million for the three months ended September 26, 2010. The decrease is
due in part to a decrease in our allowance for doubtful accounts as a result of collecting certain accounts receivable, from a
gain on sale of property and equipment and through spending decreases in other selling, general and administrative
categories, partially offset by a $0.8 million increase in salaries and other compensation.
Selling, general and administrative expenses were $37.8 million for the nine months ended October 2,
2011, an increase of $0.3 million, compared to $37.5 million for the nine months ended September 26, 2010. The year over
year increase reflects the higher-level of revenues and related business activities in 2011, including a $1.8 million increase in
salaries and other compensation, a $0.8 million increase in amortization expense for evaluation tools placed at customer sites
in late 2010, and an increase to the allowance for doubtful accounts. This increase was partially offset by a $1.4 million
allocation of field service costs to cost of sales as a result of higher utilization rates, and from lower costs associated with
supporting our evaluation tools at customer sites due to our ability to convert certain of these tools into sales during the nine
months ended October 2, 2011. Customs duties also significantly decreased in 2011, by $1.0 million, primarily related to
payments related to a government review of our designated repair center in Korea in 2010.
Restructuring Charges
Restructuring charges for the three months ended October 2, 2011 were $0.2 million,
compared with a $13,000 restructuring charge for the three months ended September 26, 2010. The increase in the
restructuring charge relates to an adjustment of an earlier estimate to terminate a lease contract for an excess building in our
German manufacturing facility. The $0.2 million in costs includes a negotiated lease termination payout, along with estimated
costs to close the facility.
Restructuring charges for the nine months ended October 2, 2011 were $0.1 million, compared with the
$0.1 million benefit in restructuring charges for the three months ended September 26, 2010. The change is a result of an
increase to the restructuring reserve in fiscal year 2011 for an adjustment of an earlier estimate to terminate a lease contract in
Germany, and from a benefit recorded in fiscal year 2010 from the settlement of certain employee severance benefits.
We anticipate that the remaining lease contract termination payments will be paid in installments
through December 2015.
Interest Income (Expense), Net and Other Income (Expense), Net
Interest income (expense), net for the three and nine months ended October 2, 2011 and September
26, 2010 were nominal, reflecting the continuation of low interest rates.
Other income (expense), net was a $0.5 million income for the three months ended October 2, 2011,
which primarily consisted of foreign exchange gains related to Euro-denominated intercompany payables at our U.S.
operations during the period when the U.S. dollar strengthened 9 percent against the Euro. Other income (expense), net was
$1.4 million expense for the three months ended September 26, 2010, which included $1.0 million of foreign exchange losses
primarily attributed to Euro-denominated liabilities as the Euro strengthened approximately 8 percent against the U.S. dollar
during the period.
Other income (expense), net was a $1.9 million expense for the nine months ended October 2, 2011,
which primarily consisted of foreign exchange losses related to Euro-denominated intercompany payables at our U.S.
operations during the period when the U.S. dollar fluctuated against the Euro. Other income (expense), net was $0.5 million
income for the nine months ended September 26, 2010, which included $0.2 million of foreign exchange gains primarily
attributed to Euro-denominated liabilities as the Euro weakened approximately 7 percent against the U.S. dollar during the
period.
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Provision for Income Taxes
On a quarterly basis, we evaluate our expected income tax expense or benefit based on our year-to-date operations,
and we record an adjustment in the current quarter.
The provision for income taxes was $0.2 million and $0.1 million for the three months ended October 2,
2011 and September 26, 2010, respectively, primarily related to foreign taxes. The net tax provision is the result of the mix of
profits earned by us, and our subsidiaries, in tax jurisdictions with a broad range of income tax rates.
The provision for income taxes was $0.2 million and $0.3 million for the nine months ended October 2,
2011 and September 26, 2010, respectively, primarily related to foreign taxes. The $0.2 million tax provision for the nine
months ended October 2, 2011 includes a $0.4 million tax benefit related to the release of uncertain tax benefits due to a lapse
of the statute of limitations, offset by a tax provision of $0.6 million as a result of the mix of profits earned by us and our
subsidiaries in tax jurisdictions with a broad range of income tax rates.
Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of Operations discuss
our condensed consolidated financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods. On an on-going basis, we evaluate our estimates and judgments, including those related to reserves for excess and
obsolete inventory, warranty obligations, bad debts, intangible assets, income taxes, restructuring costs, contingencies and
litigation. Management bases its estimates and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances. These form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions.
Consistent with our 2010 Form 10-K, we consider certain accounting policies for the following areas as
critical to our business operations and an understanding of our results of operations:
Revenue Recognition
Allowance for Doubtful Accounts
Warranty
Inventories and Inventory Valuation
Fair Value Measurement of Assets and Liabilities
Impairment of Long-Lived Assets
Restructuring
Income Taxes
Stock-based Compensation
In the first quarter of 2011, we adopted guidance related to revenue recognition for sales
arrangements with multiple deliverables. The impact of this adoption on our revenue recognition policy is described in further
detail in our first quarter of 2011 quarterly report on Form 10-Q, within the
Recent Accounting Pronouncements
and Accounting Changes
section. There have been no other material changes from the methodology applied by
management for critical accounting estimates previously disclosed in our 2010 Form 10-K.
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Liquidity and Capital Resources
Our cash, cash equivalents and restricted cash was $38.1 million as of October 2, 2011, an
increase of $15.0 million from $23.0 million as of December 31, 2010. We had restricted cash of $2.0 million as of
October 2, 2011, which primarily secures letters of credit provided to certain landlords and vendors. Stockholders' equity as of
October 2, 2011 was $65.0 million compared to $62.7 million as of December 31, 2010. Working capital as of October 2, 2011
was $57.6 million compared to $51.1 million as of December 31, 2010.
Liquidity and Capital Resources Outlook
We have incurred operating losses and generated negative cash flows for the last three
years. Our operations require careful management of our cash and working capital balances. Our liquidity is affected
by many factors including, among others, fluctuations in our revenue, gross profits and operating expenses, as well as
changes in our operating assets and liabilities. The cyclicality of the semiconductor industry makes it difficult for us to predict
our future liquidity needs with certainty. Any upturn in the semiconductor industry would result in short-term uses of our cash to
fund inventory purchases and accounts receivable. Alternatively, any renewed softening in the demand for our products or
ineffectiveness of our cost reduction efforts may cause us to incur additional losses in the future and lower our cash balances.
We may need additional funds to support our working capital requirements, operating expenses or for
other requirements. Historically, we have relied on a combination of fundraising from the sale and issuance of equity securities
(such as our common stock offering in May 2011) and cash generated from product, service and royalty revenues to provide
funding for our operations. We intend to continue to review our expected cash requirements
and take appropriate cost reduction measures to ensure that we have sufficient liquidity.
We periodically review our liquidity position and may seek to raise additional funds from a
combination of sources including issuance of equity or debt securities through public or private financings. In the event
additional needs for cash arise, we may also seek to raise these funds externally through other means, such as the sale of
assets. The availability of additional financing will depend on a variety of factors, including among others, market conditions,
the general availability of credit to the financial services industry and our credit ratings. As a consequence, these financing
options may not be available to us on a timely basis, or on terms acceptable to us, and could be dilutive to our stockholders.
Our current liquidity position may result in risks and uncertainties affecting our operations and financial position, including the
following: we may be required to reduce planned expenditures or investments; we may be unable to compete in our newer or
developing markets; we may not be able to obtain and maintain normal terms with suppliers; suppliers may require standby
letters of credit before delivering goods and services, which will result in additional demands on our cash; customers may delay
or discontinue entering into contracts with us; and our ability to retain management and other key individuals may be negatively
affected. Failure to generate sufficient cash flows from operations, raise additional capital or reduce spending could have a
material adverse effect on our ability to achieve our intended long-term business objectives.
Off-Balance Sheet Arrangements
As of October 2, 2011, we did not have any significant "off-balance sheet"
arrangements, as defined in Item 303 (a)(4)(ii) of Regulation S-K.
Contractual Obligations
Under accounting principles generally accepted in the United States of America, certain
obligations and commitments are not required to be included in our consolidated balance sheets. These obligations and
commitments, while entered into in the normal course of business, may have a material impact on our liquidity. For further
discussion of our contractual obligations, see our 2010 Form 10-K.
Cash Flows from Operating Activities
Net cash provided by operations of $0.7 million for the nine months ended October 2, 2011
consisted primarily of a net loss of $13.8 million offset by $8.9 million of non-cash charges and $5.7 million of cash flow
increases reflected in the net change in assets and liabilities. Non-cash charges consisted primarily of $7.1 million of
depreciation and amortization and $1.9 million of stock-based compensation. Cash flow increases resulting from the net change in assets
24
and liabilities primarily consisted of a $9.4 million decrease in accounts receivable, a $4.5 million increase in
accrued liabilities, partially offset by a $4.5 million decrease in accounts payable, a $3.3 million increase in inventories for
fourth quarter tool builds and a $0.6 million decrease in income taxes payable.
Net cash used in operations of $13.9 million for the nine months ended September 26, 2010 was
primarily comprised of a net loss of $25.5 million, partially offset by non-cash charges of $8.5 million and $3.2 million of cash
increases reflected in the net change in assets and liabilities. Non-cash charges consisted primarily of $7.1 million of
depreciation and amortization and $2.0 million of stock-based compensation, partially offset by $0.7 million released from the
allowance for doubtful accounts upon realization of certain customer accounts previously provided for during the industry
downturn. Cash flow increases resulting from the net change in assets and liabilities primarily consisted of a $7.8 million
increase in accounts payable, a $3.3 million increase in deferred revenue and a $0.8 million decrease in other assets. Cash
flow decreases resulting from the net change in assets and liabilities primarily consisted of a $3.3 million increase in accounts
receivable, a $3.1 million increase in inventories and a $2.2 million increase in advance billings. The increases in accounts
receivable and accounts payable reflect the sharp increase in sales and business activities in the first three quarters of 2010.
The increases in advance billings and deferred revenue were due to an increase in systems shipped during the first three
quarters of 2010 for which revenue was deferred as of September 26, 2010, in accordance with the authoritative guidance for
revenue recognition.
We expect that cash provided by or used in operating activities may fluctuate in future periods as a
result of a number of factors including fluctuations in our net sales and operating results, amount of revenue deferred,
inventory purchases, collection of accounts receivable and timing of payments.
Cash Flows from Investing Activities
Net cash provided by investing activities of $4.2 million for the nine months ended October 2, 2011
consisted primarily of $2.2 million of proceeds from maturities of available-for-sale investments, a $2.0 million decrease in
restricted cash balances used to secure standby letters of credit provided to certain landlords and vendors, and $0.8 million in
proceeds from the sale of property and equipment, partially offset by $0.8 million of capital spending.
Net cash provided by investing activities was $3.7 million for the nine months ended
September 26, 2010, primarily consisting of proceeds of $6.4 million from maturities of available-for-sale investments in excess
of purchases, partially offset by a $2.0 million increase in restricted cash requirements and capital spending of $0.8
million.
Cash Flows from Financing Activities
Net cash provided by financing activities of $12.7 million for the nine months ended October 2, 2011
consisted primarily of $12.6 million of proceeds from our public offering on May 16, 2011 of 7,820,000 shares of our
common stock at a price to the public of $1.80 per share of common stock. The $12.6 million of proceeds is net of
underwriting discounts and offering expenses of $1.5 million. The net proceeds from this offering are being used for general
corporate purposes, including working capital.
Cash flows related to financing activities for the nine months ended September 26, 2010 were not material.
Recent Accounting Pronouncements and Accounting Changes
See note 1,
Basis of Presentation
, of Notes to Condensed Consolidated Financial Statements
included in this Quarterly Report on Form 10-Q for a description of recently issued and adopted accounting
pronouncements, including the dates of adoption and impacts on our results of operations, financial position, and cash
flows.
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Item 3.
Quantitative and Qualitative Disclosures About Market
Risk
Interest Rate Risk
As of October 2, 2011, our $17.0 million investment portfolio consisted entirely of highly liquid money
market funds, which we classify as cash equivalents. Based on the short-term nature of cash equivalents, we believe we
currently have only nominal risk of fluctuations in interest rates. Historically, we have also invested in marketable securities
with maturity dates within one year from date of purchase, which have a greater exposure to potential losses arising from
changes in interest rates.
Our investment objective is to achieve the maximum return compatible with capital preservation and
our liquidity requirements. Our strategy is to invest our cash in a manner that preserves capital, maintains sufficient liquidity to
meet our cash requirements and maximizes yields consistent with approved credit risks. We place our investments with high
credit quality issuers and, by policy, limit the amount of our credit exposure to any one issuer. Our portfolio includes only
marketable securities with active secondary or resale markets to ensure portfolio liquidity. We consider investments in
instruments purchased with an original maturity of 90 days or less to be cash equivalents and we classify our short-
term investments as available-for-sale.
Our cash equivalents and short-term investment portfolios strategy is to invest primarily in money
market funds, commercial paper, corporate debt securities, and U.S. government and government-sponsored debt
securities. Our short-term investments are reported at fair value with unrealized gains and losses, net of tax, included in
accumulated other comprehensive income within stockholders' equity in the condensed consolidated balance sheets. The
amortization of premiums and discounts on the investments, realized gains and losses, and declines in value judged to be
other-than-temporary on available-for-sale securities are included in other income (expense), net in the condensed
consolidated statements of operations.
Foreign Currency Risk
The functional currency of our foreign subsidiaries is their local currencies. Accordingly, all assets and
liabilities of these foreign operations are translated using exchange rates in effect at the end of the period, and revenues and
costs are translated using average exchange rates for the period. Gains or losses from translation of foreign operations where
the local currencies are the functional currency are included as a component of accumulated other comprehensive income.
Foreign currency transaction gains and losses are recognized in the condensed consolidated statements of operations as they
are incurred. Because much of our revenues and capital spending are transacted in U.S. dollars, we are subject to fluctuations
in foreign currency exchange rates that could have a material adverse affect on our overall financial position, results of
operations or cash flows, depending on the strength of the U.S. dollar relative to the currencies of other countries in which we
operate. Exchange rate fluctuations of greater than ten percent, primarily for the U.S. dollar relative to the Euro or the
Canadian dollar, could have a material impact on our financial statements.
During the first two quarters of 2011, the U.S dollar weakened 9 percent relative to the Euro, before
recovering in the third quarter of 2011. As a result, we realized foreign currency exchange losses of $1.4 million for the nine
months ended October 2, 2011, primarily related to liabilities denominated in Euros at our U.S. operations during the period.
Cumulative translation adjustment gains of $1.5 million, included in comprehensive loss for the nine months ended October 2,
2011, were primarily due to net assets denominated in Euros at our foreign operations, which resulted in an increase in
cumulative translation adjustments to $21.8 million as of October 2, 2011, compared to $20.3 million as of December 31,
2010.
Item 4.
Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the quarterly period
covered by this report. Our disclosure controls and procedures are intended to ensure that the information we are required to
disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms and (ii) accumulated
and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal
executive and financial officers, respectively, to allow timely decisions regarding required disclosures. Based on that evaluation,
26
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
It should be noted that any system of controls, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of future events.
Quarterly Evaluation of Changes in Internal Control over Financial Reporting
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, also
conducted an evaluation of our internal control over financial reporting to determine whether any change occurred during the
third quarter of 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting. Based on that evaluation, our management concluded that there was no such change during the quarter.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
In the ordinary course of business, we are subject to claims and litigation, including claims that we
infringe third party patents, trademarks and other intellectual property rights. Although we believe that it is unlikely that any
current claims or actions will have a material adverse impact on our operating results or our financial position, given the
uncertainty of litigation, we cannot be certain. Moreover, the defense of claims or actions against us, even if not meritorious,
could result in the expenditure of significant financial and managerial resources.
Our involvement in any patent dispute, other intellectual property dispute or action to protect trade
secrets and know-how could result in a material adverse effect on our business. Adverse determinations in current litigation or
any other litigation in which we may become involved could subject us to significant liabilities to third parties, require us to grant
licenses to or seek licenses from third parties and prevent us from manufacturing and selling our products. Any of these
situations could have a material adverse effect on our business.
Item 1A.
Risk Factors
Because of the following factors, as well as other variables affecting our operating results,
cash flows and financial condition, past financial performance may not be a reliable indicator of future performance, and
historical trends should not be used to anticipate results or trends in the future periods. Other events that we do not currently
anticipate or that we currently deem immaterial also may affect our results of operations, cash flows and financial condition.
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK
We are dependent on our revenue and the success of our cost reduction measures to ensure
adequate liquidity and capital resources during the next twelve months.
We have incurred operating losses and generated negative cash flows for the last three years. As of
October 2, 2011, we had cash, cash equivalents and restricted cash of $38.1 million and working capital of $57.6 million. Our
operations require careful management of our cash and working capital balances. Our liquidity is affected by many factors
including, among others, fluctuations in our revenue, gross profits and operating expenses, as well as changes in our operating
assets and liabilities. The cyclicality of the semiconductor industry makes it difficult for us to predict our future liquidity needs
with certainty. Any upturn in the semiconductor industry would result in short-term uses of our cash to fund inventory
purchases and accounts receivable. Alternatively, any renewed softening in the demand for our products or ineffectiveness of
our cost reduction efforts may cause us to incur additional losses in the future and lower our cash balances.
We may need additional funds to support our working capital requirements, operating expenses or for
other requirements. Historically, we have relied on a combination of fundraising from the sale and issuance of equity securities
(such as our common stock offering in May 2011) and cash generated from product, service and royalty revenues to provide
funding for our operations. We periodically review our liquidity position and may seek to raise additional funds from a
combination of sources including issuance of equity or debt securities through public or private
27
financings. In the event additional needs for cash arise, we may also seek to raise these funds externally through other means, such as the sale of
assets. The availability of additional financing will depend on a variety of factors, including among others, market conditions,
the general availability of credit to the financial services industry and our credit ratings. As a consequence, these financing
options may not be available to us on a timely basis, or on terms acceptable to us, and could be dilutive to our stockholders.
Our current liquidity position may result in risks and uncertainties affecting our operations and financial position, including the
following: