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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the fiscal year ended SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission file number 0-121
KULICKE AND SOFFA INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
PENNSYLVANIA 23-1498399
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 BLAIR MILL ROAD, WILLOW GROVE, PA 19090
(Address of principal executive offices) (zip code)
</TABLE>
Registrant's telephone number, including area code: (215) 784-6000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the Registrant's common stock (its only voting
stock) held by non-affiliates of the Registrant as of DECEMBER 1, 2000 was
approximately $442,379,000. (Reference is made to the final paragraph of Part
II, Item 5 herein for a statement of assumptions upon which this calculation is
based).
As of DECEMBER 1, 2000, there were 48,763,663 shares of the Registrant's common
stock, without par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the 2001 Annual Shareholders'
Meeting to be filed prior to January 8, 2001 are incorporated by reference into
Part III, Items 10, 11, 12 and 13 of this Report. Such Proxy Statement, except
for the parts therein which have been specifically incorporated by reference,
shall not be deemed "filed" for the purposes of this Report on Form 10-K.
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KULICKE AND SOFFA INDUSTRIES, INC.
2000 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
Page
PART I
Item 1. Business 2
Item 2. Properties 10
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
PART II
Item 5. Market for the Registrants' Common Equity and Related
Stockholder Matters 11
Item 6. Selected Financial Data 12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 30
Item 8. Financial Statements and Supplementary Data 30
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 85
PART III
Item 10. Directors and Executive Officers of the Registrant 85
Item 11. Executive Compensation 85
Item 12. Security Ownership of Certain Beneficial Owners
and Management 85
Item 13. Certain Relationships and Related Transactions 85
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 86
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PART I
In addition to historical information, this report contains statements relating
to future events or our future results. These statements are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934, as amended (the "Exchange Act"), and
are subject to the Safe Harbor provisions created by statute. Such
forward-looking statements include, but are not limited to, statements that
relate to our future revenue, product development, demand forecasts,
competitiveness, gross margins, operating expense and benefits expected as a
result of:
- The projected growth rates in the overall semiconductor industry,
the semiconductor assembly equipment market and the market for
semiconductor packaging materials;
- the anticipated development, production and licensing of our
advanced packaging technology;
- the successful integration of recent acquisitions into our company's
operating structure and expected growth rates for these companies;
- the projected continuing demand for wire bonders; and
- the anticipated growing importance of the flip chip assembly process
in high-end market segments.
Generally words such as "may," "will," "should," "could," "anticipate,"
"expect," "intend," "estimate," "plan," "continue," and "believe," or the
negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of
the date of this report. We do not undertake to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Forward-looking statements are based on current expectations and involve risks
and uncertainties and our future results could differ significantly from those
expressed or implied by our forward-looking statements. These risks and
uncertainties include, without limitation those described under Item 1. Business
and Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
ITEM 1. BUSINESS.
We design, manufacture and market capital equipment and packaging materials for
sale to companies that manufacture and assemble semiconductor devices. We also
service, maintain, repair and upgrade assembly equipment. Today, we are the
world's largest supplier of semiconductor assembly equipment, according to VLSI
Research, Inc. Our business is currently divided into three segments: equipment,
packaging materials and advanced packaging technology.
In November 2000 we acquired 100% of the stock of Cerprobe Corporation (referred
to as Cerprobe) and in December 2000 we acquired 100% of the stock of Probe
Technology Corporation (referred to as Probe Tech). Both Cerprobe and Probe Tech
design and manufacture semiconductor test interconnect solutions. The
acquisitions are a step forward in the Company's strategy to offer the most
complete, capable and cost-effective interconnect solutions. These two companies
will be merged together to create a test division and will be disclosed as a
separate business segment for financial reporting purposes.
Historically, the demand for semiconductors and our semiconductor assembly
equipment has been volatile from period to period. An upturn in the
semiconductor industry that began in fiscal 1999 contributed to record revenues
of $899.3 million, for fiscal year 2000. This represents an increase of 125%
over revenues of $398.9 million for fiscal year 1999. However, in early August
and again in early November, we announced that customer order deferrals and
push-outs would impact financial performance in the fourth quarter of fiscal
2000 and the first half of fiscal 2001.
Kulicke and Soffa Industries, Inc. was incorporated in Pennsylvania in 1956.
Our principal offices are located at 2101 Blair Mill Road, Willow Grove,
Pennsylvania 19090 and our telephone number is (215) 784-6000.
PRODUCTS AND SERVICES
We offer a broad range of semiconductor assembly equipment, packaging materials,
advanced packaging technologies and complementary services and spare parts used
in the semiconductor assembly process. Set forth below is a table listing the
approximate percentage of our net sales by principal product for our fiscal
years ended September 30, 1998, 1999 and 2000.
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<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
-----------------------
1998 1999 2000
---- ---- ----
<S> <C> <C> <C>
Wire bonders 58% 55% 69%
Additional assembly equipment 7 7 4
Services and spare parts 8 6 4
Packaging materials 27 31 21
Advanced packaging technologies -- 1 2
---- ---- ----
100% 100% 100%
==== ==== ====
</TABLE>
See Note 11 to our Consolidated Financial Statements for financial results by
business segment.
WIRE BONDERS
Our principal product line is our family of wire bonders, which are used to
connect extremely fine wires, typically made of gold or aluminum, between the
bond pads on the die and the leads on the integrated circuit (IC) package to
which the die has been bonded. We offer both ball and wedge bonders in automatic
and manual configurations. Ball bonders typically are used for leadframe-based
and laminate-based packages, while wedge bonders typically are used for ceramic
packages. We believe that our wire bonders offer competitive advantages based on
high productivity and superior process control, enabling fine pitch bonding and
long, low wire loops, which are needed to assemble advanced IC packages. The
selling prices for our automatic wire bonders range from $95,000 to over
$200,000 and from $15,000 to $35,000 for manual wire bonders, in each case
depending on system configuration and purchase volume.
Our current generation of wire bonders, the 8000 family, required us to develop
new software and many subassemblies that were not part of our prior series of
wire bonders. The first products in the 8000 family were the Model 8020 ball
bonder and Model 8060 wedge bonder. In the third quarter of fiscal 1999, we
introduced the Model 8028 ball bonder, which accounted for the majority of ball
bonders we sold during fiscal 2000. In the third quarter of fiscal 2000 we
introduced two enhanced models - the 8028-S and 8028-PPS. The 8028-S offers
approximately 10% more productivity, while the 8028-PPS combines productivity
enhancements with robust fine pitch capability. In the first quarter of fiscal
2000, we introduced the 8098, a large area ball bonder designed for processing
large panels used for hybrids, chip-on-board and multi-chip modules. The 8098
also supports wafer level bumping for flip chip and other area array
applications. We continue to market the Model 8060 wedge bonder, the Model 8090,
a large area wedge bonder and the 4500 digital series of manual wire bonders.
As part of our strategy to reduce the manufacturing costs of our wire bonders,
we transferred our automatic ball bonder manufacturing from Willow Grove,
Pennsylvania to Singapore in fiscal 2000.
ADDITIONAL SEMICONDUCTOR ASSEMBLY EQUIPMENT
In addition to wire bonders, we produce and distribute other types of
semiconductor assembly equipment, including wafer dicing saws, die bonders,
solder sphere attachment systems, flip chip assembly systems and factory
automation and integration systems.
Dicing Saws. Dicing saws use diamond-embedded saw blades to cut silicon
wafers into individual semiconductor die. We produce and market the Model
7500, an automatic dicing saw, and the Model 7700 (introduced in fiscal
2000) twin spindle dicing saw which is capable of dicing 300 mm wafers.
These dicing saws range in price from $150,000 to more than $400,000.
Die Bonders. Die bonders are used to attach a semiconductor die to a
leadframe or other package before wire bonding. We have a 5 year
distribution agreement with DATACON Semiconductor Equipment GmbH, an
Austrian company, principally to market their multi-chip module and flip
chip die bonder product line worldwide, excluding Europe. The die bonders
range in price from $200,000 to more than $500,000, depending on
configuration. We also market the 2200 apm, an extremely accurate multi chip
bonder developed by DATACON which range in price from $300,000 to more than
$600,000.
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Solder Sphere Attachment Systems. During the fourth quarter of fiscal 2000,
we introduced LaserPro, a solder sphere attachment system, which combines
the accuracy of the 8000 wire bonder platform with a laser and proprietary
ball placement system. LaserPro is used primarily for high volume, ultra
fine pitch plastic ball grid array and chip scale package production. It
ranges in price from $300,000 to $350,000 including ball size kits.
Flip Chip Assembly Systems. Flip chip is an alternative assembly technique
in which the die is inverted and attached to the package or board using
conductive bumps, thereby eliminating the need for conventional die or wire
bonding. The Model 2200 apm, manufactured by DATACON Semiconductor Equipment
GmbH and distributed by us, can be configured to support flip chip
applications.
Factory Automation and Integration Systems. Factory systems include products
and services designed to automate data collection and material flow between
process steps in semiconductor assembly. We are successfully marketing the
Knet, a PC-based information management system, as well as several software
products for factory simulation and lot management.
We also offer different configurations of some of our products for
non-semiconductor applications. For instance, our Model 7100 and Model 980 saws
can be configured for cutting and grinding hard and brittle materials, such as
ceramic, glass and ferrite, that are used in the fabrication of chip capacitors,
disk drive heads and optoelectronic materials and range in price from $70,000 to
more than $150,000.
PACKAGING MATERIALS
We offer a range of packaging materials to semiconductor device assemblers which
we sell under the brand names "American Fine Wire," "Micro-Swiss" and "Semitec."
We have integrated these operating units with our equipment groups, and intend
to expand this business in an effort to increase our revenues from materials
used in the assembly of ICs. We also sell our packaging materials for use with
competitors' assembly equipment. Our principal packaging materials are:
Bonding Wire. American Fine Wire is a manufacturer of very fine (typically
0.001 inches in diameter) gold, aluminum and copper wire used in the wire
bonding process. American Fine Wire produces wire to a wide range of
specifications, which can satisfy most wire bonding applications.
Expendable Tools. The Micro-Swiss family of expendable tools includes
capillaries, wedges, die collets, saw blades and microspheres. Capillaries
and wedges are used to feed out, attach and cut the wires used in wire
bonding. Die collets are used to pick up and place die into packages.
Micro-Swiss brand hubless saw blades are used to cut hard and brittle
materials. Semitec manufactures hub blades that are used to cut silicon
wafers into semiconductor die.
In the fourth quarter of fiscal 2000, we decided not to devote additional
capital to Advanced Polymer Solutions, a joint venture with Polyset Company,
Inc. which was established to develop, manufacture and market advanced polymer
materials for semiconductor and microelectronic packaging end users. This
decision resulted in a write-off of $3.9 million representing our remaining
investment in this venture. We have no further obligations or commitments to the
joint venture.
SERVICES AND SPARE PARTS
We believe that our knowledge and experience have positioned us to deliver
innovative, customer-specific services that reduce the cost of owning our
equipment. Historically, our offerings in this area were limited to spare parts,
customer training and extended warranty contracts. In response to customer
trends in outsourcing packaging requirements, we are focusing on providing
repair and maintenance services, a variety of equipment upgrades, machine and
component rebuild activities and expanded customer training through a Customer
Solutions Group. These services are generally priced on a time and materials
basis. The service and maintenance arrangements are typically subject to
bi-annual or multi-year contracts.
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ADVANCED PACKAGING TECHNOLOGIES
In February 1996, we entered into a joint venture agreement with Delco
Electronics Corporation to license flip chip technology and to provide wafer
bumping services on a contract basis through Flip Chip Technologies, LLC. Flip
Chip Technologies intends to focus primarily on licensing its flip chip
technology to customers. As of September 30, 2000, Flip Chip Technologies had
sold three bumping licenses, and we expect it to sell additional licenses in
fiscal 2001. In addition, Flip Chip Technologies is currently providing contract
bump services to more than 20 customers, and continues to ramp capacity at its
Phoenix facility. Flip Chip Technologies also developed and markets a wafer
level chip scale package, named the Ultra CSP(TM), aimed at the chip scale
packaging market. A chip scale device has a surface area no larger than 1.2
times the area of the die.
As of September 30, 2000, we owned 76.9% of Flip Chip Technologies. Under
various operating agreements, we manage Flip Chip Technologies jointly with
Delco and have agreed not to compete with the joint venture. Flip Chip
Technologies has also entered into various agreements with Delco that are
customary in similar joint venture arrangements.
We continuously evaluate investments in advanced packaging technologies. To
that end, in fiscal 1999, we acquired the X-LAM technology of MicroModule
Systems(TM), a Cupertino, California company, to enable production of high
density substrates. We lease a 35,000 square foot manufacturing/research and
development facility in Milpitas, California and are currently shipping
UltraVia(TM) high density substrate samples to customers for qualification.
To date, our Advanced Packaging Technology business has experienced losses. We
expect these losses to continue as we continue to develop our X-LAM technology,
however, we expect the Flip Chip Technologies operation to be profitable in
fiscal 2001.
INVESTMENT IN TEST PRODUCTS
In November 2000 we acquired 100% of the stock of Cerprobe for approximately
$225.0 million in cash, including transaction costs, and in December 2000 we
acquired 100% of the stock of Probe Tech for approximately $65.0 million in
cash, including transactions costs. Both Cerprobe and Probe Tech design and
manufacture semiconductor test interconnect solutions. The acquisitions are a
step forward in the Company's strategy to offer the most complete, capable and
cost-effective interconnect solutions. These two companies will be merged
together to create a test division and will be disclosed as a separate business
segment for financial reporting purposes.
CUSTOMERS
Our major customers include large semiconductor manufacturers and subcontract
assemblers worldwide. Some of these major customers are:
Advanced Micro Devices
Advanced Semiconductor Engineering
Amkor Technologies
ChipPAC
Fujitsu
IBM
Infineon Technologies
Intel
Lucent Technologies
Micron Technology
Motorola
National Semiconductor
Orient Semiconductor Electronics
Philips Electronics
ST Microelectronics
Siliconware Precision
Texas Instruments
Sales to a relatively small number of customers have accounted for a significant
percentage of our net sales. In fiscal 2000, sales to Advanced Semiconductor
Engineering accounted for 15.3% of our total sales and sales to Amkor
Technologies accounted for 10.1% of our total sales. In fiscal 1999, no customer
accounted for more than 10% of net sales, but in fiscal 1998 sales to Intel
accounted for 17.6% of our net sales.
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We believe that developing long-term relationships with our customers is
critical to our success. By establishing these relationships with semiconductor
manufacturers and subcontract assemblers, we gain insight into our customers'
future IC packaging strategies. This information assists us in our efforts to
develop material, equipment and process solutions that address our customers'
future assembly requirements.
INTERNATIONAL OPERATIONS
We sell our products to semiconductor device manufacturers and contract
manufacturers, which are primarily located in or have operations in the
Asia/Pacific region. Approximately 91% of our fiscal 2000 net sales, 83% of our
fiscal 1999 net sales and 80% of our fiscal 1998 net sales were for delivery to
customer locations outside of the United States. The majority of these foreign
sales were destined to customer locations in the Asia/Pacific region, including
Taiwan, Korea, Malaysia, the Philippines, Singapore, Hong Kong and Japan. We
expect sales outside of the United States to continue to represent a substantial
portion of our future revenues.
In addition, we maintain manufacturing operations in countries other than the
United States, including operations located in Israel, Singapore and
Switzerland. Risks associated with our international operations include risks of
foreign currency and foreign financial market fluctuations, international
exchange restrictions, changing political conditions and monetary policies of
foreign governments, war, civil disturbances, expropriation, or other events
which may limit or disrupt markets.
SALES AND CUSTOMER SUPPORT
We operate a single sales management team to coordinate activities and improve
customer support. Our direct sales force, consisting of approximately 70
individuals at September 30, 2000, is responsible for the sale of all product
lines, including those of our equipment, packaging materials and advanced
packaging technology businesses, to customers in the United States and the
Asia/Pacific region, including Japan. Lower volume product lines, as well as all
equipment sales to customers in Europe, are sold through a network of
manufacturers' representatives.
We believe that providing comprehensive worldwide sales, service, training and
support are important competitive factors in the semiconductor equipment
industry, and we have combined these functions into a customer operations group.
In order to support our U.S. and foreign customers whose semiconductor assembly
operations are located in the Asia/Pacific region, we maintain a significant
presence in the region, with sales facilities in Hong Kong, Japan, Korea,
Taiwan, Malaysia, the Philippines and Singapore, a technology center in Japan
and application labs in Singapore. We also maintain customer resource centers in
Taiwan, the Philippines and Singapore. We support our assembly equipment
customers worldwide with over 220 customer service and support personnel as of
September 30, 2000, located in the United States, Hong Kong, Japan, Korea,
Malaysia, the Philippines, Singapore, Taiwan and Thailand. Our local presence in
the Asia/Pacific countries enables us to provide more timely customer service
and support by positioning our service representatives and spare parts near
customer facilities, and affords customers the ability to place orders locally
and to deal with service and support personnel who speak the customer's language
and are familiar with local country practices.
BACKLOG
At September 30, 2000, our backlog of orders approximated $143.0 million,
compared to approximately $93.0 million at September 30, 1999. Our backlog
consists of product orders for which we have received confirmed purchase orders,
and which are scheduled for shipment within 12 months. Virtually all orders are
subject to cancellation, deferral or rescheduling by the customer with limited
or no penalties. Because of the possibility of customer changes in delivery
schedules or cancellations and potential delays in product shipments, our
backlog as of any particular date may not be indicative of revenues for any
succeeding quarterly period.
MANUFACTURING
Equipment. Our assembly equipment manufacturing activities consist primarily
of integrating components and subassemblies to create finished systems
configured to customer specifications. During fiscal 2000, we performed system
design, assembly and testing in-house at our Willow Grove, Pennsylvania,
Singapore and Haifa, Israel facilities, utilizing an outsourcing strategy for
the manufacture of many of our major subassemblies. We believe that outsourcing
enables us to minimize our fixed costs and capital expenditures and allows us to
focus on product differentiation through system
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design and quality control. Our just-in-time inventory management strategy has
reduced our manufacturing cycle times and limited our on-hand inventory. We have
obtained ISO 9001 certification for our equipment manufacturing facilities in
Willow Grove, Pennsylvania, Singapore and Haifa, Israel.
Packaging Materials. We manufacture our Micro-Swiss expendable tools at our
facility in Yokneam, Israel and our American Fine Wire product line, consisting
of gold and aluminum bonding wire, at facilities in Selma, Alabama, Singapore
and Thalwil, Switzerland. We plan to add a fourth American Fine Wire facility in
Taiwan in fiscal 2001. We manufacture our Semitec hub blades in Santa Clara,
California. All three American Fine Wire facilities, as well as the Semitec
facility, have received ISO 9002 certification and the Micro-Swiss facility has
received ISO 9001 certification.
Advanced Packaging Technology. We maintain manufacturing facilities in
Phoenix, Arizona for Flip Chip Technologies and in Milpitas, California for
our X-LAM technology.
RESEARCH AND PRODUCT DEVELOPMENT
Because technological change occurs rapidly in the semiconductor industry, we
devote substantial resources to our research and development programs to
maintain our competitiveness. We employed approximately 370 individuals in
research and development at September 30, 2000. We pursue the continuous
improvement and enhancement of existing products while simultaneously developing
next generation products. For example, while the performance of current
generations of wire bonders is being enhanced in accordance with a specific
continuous improvement plan, we are simultaneously developing the next
generation wire bonders. Much of the next generation equipment we are presently
developing is based on modular, interchangeable subsystems, including the 8000
control platform, which is promoting more efficient and cost-effective
manufacturing operations, lowering inventory levels, improving field service
capabilities and reducing product development cycles, and allowing us to
introduce new products more quickly. In fiscal 2000, we introduced two new
bonders based on technology developed for earlier models of the 8000 family, the
Model 8028-S, an automatic ball bonder that offers increased accuracy and
productivity over its predecessor, the Model 8028, and the Model 8028-PPS, which
combines productivity enhancements with robust fine pitch capability.
Our net expenditures for research and development totaled approximately $50.1
million, $37.2 million and $48.7 million during the fiscal years ended September
30, 2000, 1999 and 1998, respectively. We have received funding from certain
customers and government agencies pursuant to contracts or other arrangements
for the performance of specified research and development activities. Such
amounts are recognized as a reduction of research and development expense when
specified activities have been performed. During the fiscal years ended
September 30, 2000, 1999 and 1998, such funding totaled approximately $1.1
million, $1.3 million and $1.7 million, respectively.
COMPETITION
The semiconductor equipment and packaging materials industries are intensely
competitive. Significant competitive factors in the semiconductor equipment
market include performance, quality, customer support and price. Our major
equipment competitors include:
- ASM Pacific Technology, Shinkawa, Kaijo and ESEC in wire bonders;
- ESEC, Nichiden, ASM Pacific Technology and Alphasem in die bonders;
and
- Disco Corporation in dicing saws.
Competitive factors in the semiconductor packaging materials industry include
price, delivery and quality. Our significant packaging materials competitors
with respect to expendable tools and blades include:
- Gaiser Tool Co. and Small Precision Tools, Inc. in expendable tools;
and
- Disco Corporation in blades;
and in the bonding wire market:
- Tanaka Electronic Industries and Sumitomo Metal Mining.
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In each of the markets we serve, we face competition and the threat of
competition from established competitors and potential new entrants, some of
which may have greater financial, engineering, manufacturing and marketing
resources than we have. Some of these competitors are Japanese or Korean
companies that have had and may continue to have an advantage over us in
supplying products to local customers because many of these customers appear to
prefer to purchase from local suppliers, without regard to other considerations.
We expect our competitors to improve their current products' performance, and to
introduce new products with improved price and performance characteristics. New
product introductions by our competitors or by new market entrants could hurt
our sales. If a particular semiconductor manufacturer or subcontract assembler
selects a competitor's product for a particular assembly operation, we may not
be able to sell a product to that manufacturer or assembler for a significant
period of time because manufacturers and assemblers sometimes develop lasting
relations with suppliers, and products in our industry often go years without
requiring replacement. In addition, we may have to lower our prices in response
to price cuts by our competitors, which could materially and adversely affect
our business, financial condition and operating results. We cannot assure you
that we will be able to continue to compete in these or other areas in the
future.
INTELLECTUAL PROPERTY
Where circumstances warrant, we seek to obtain patents on inventions governing
new products and processes developed as part of our ongoing research,
engineering and manufacturing activities. We currently hold a number of United
States patents some of which have foreign counterparts. We believe that the
duration of our patents generally exceeds the life cycles of the technologies
disclosed and claimed in the patents. Although the patents we hold and may
obtain in the future may be of value, we believe that our success will depend
primarily on our engineering, manufacturing, marketing and service skills.
In addition, we believe that much of our important technology resides in our
proprietary software and trade secrets. As long as we rely on trade secrets and
unpatented knowledge, including software, to maintain our competitive position,
there is no assurance that competitors may not independently develop similar
technologies and possibly obtain patents containing claims applicable to our
products and processes. The sale of our products covered by such patents could
require licenses that may not be available on acceptable terms, or at all. In
addition, although we execute non-disclosure and non-competition agreements with
certain of our employees, customers, consultants, selected vendors and others,
there is no assurance that such secrecy agreements will not be breached.
ENVIRONMENTAL MATTERS
We are subject to various federal, state, local and foreign laws and regulations
governing, among other things, the generation, storage, use, emission,
discharge, transportation and disposal of hazardous materials and the health and
safety of our employees. In addition, we are subject to environmental laws which
may require investigation and cleanup of any contamination at facilities we own
or operate or at third party waste disposal sites we use or have used. These
laws could impose liability even if we did not know of, or were not responsible
for, the contamination.
We have in the past and will in the future incur costs to comply with
environmental laws. We are not, however, currently aware of any costs or
liabilities relating to environmental matters, including any claims or actions
under environmental laws or obligations to perform any cleanups at any of our
facilities or any third party waste disposal sites, that we expect to have a
material adverse effect on our business, financial condition or operating
results. It is possible, however, that material environmental costs or
liabilities may arise in the future.
EMPLOYEES
At September 30, 2000, we had 2,805 permanent employees, 34 temporary employees
and 513 contract personnel worldwide. Our only employees represented by a labor
union are America Fine Wire's employees in Singapore. Generally, we believe our
employee relations to be good. Competition in the recruiting of personnel in the
semiconductor and semiconductor equipment industry is intense, particularly with
respect to software engineering. We believe that our future success will depend
in part on our continued ability to hire and retain qualified management,
marketing and technical employees.
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EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information regarding the executive
officers of the Company.
<TABLE>
<CAPTION>
First Became
an Officer
Name Age (calendar year) Position
------------------------- --- --------------- ----------------------------
<S> <C> <C> <C>
C. Scott Kulicke 51 1976 Chairman of the Board of
Directors and Chief
Executive Officer
Morton K. Perchick 63 1982 Executive Vice President,
Office of the President
Alexander A. Oscilowski 41 1999 Senior Vice President,
Office of the President
David A. Leonhardt 42 1997 Senior Vice President
Charles Salmons 45 1992 Senior Vice President
Clifford G. Sprague 57 1989 Senior Vice President and
Chief Financial Officer
Laurence P. Wagner 40 1998 Senior Vice President
</TABLE>
C. Scott Kulicke: Chief Executive Officer since 1979 and Chairman of the
Board since 1984. Prior to that he held a number of executive positions with
us. Mr. Kulicke also serves on the Board of Directors of General
Semiconductor, Inc. and Xetel Corporation.
Morton K. Perchick: Executive Vice President, Office of the President. He was
appointed to our newly created Office of the President in May 2000. Named
Executive Vice President in July 1995. He joined us in September 1980 as
Director, Quality and Reliability. He became Vice President in 1982 and moved
to general management in 1986, when he assumed responsibility for operations.
In 1990, he was appointed Senior Vice President/General Manager.
Alexander A. Oscilowski: Senior Vice President, Office of the President. He
joined us in 1999 as Vice President of Strategic Marketing. In May 2000, he was
appointed to the newly created Office of the President. He joined SEMATECH in
1993 as director of Assembly & Packaging and was director of Advanced Technology
until January 1999. Previously, he served as semiconductor packaging manager in
the semiconductor operations unit for Digital Equipment and was an assembly
manager, packaging supervisor and process engineer at Texas Instruments.
David A. Leonhardt: Senior Vice President. He was promoted to Senior Vice
President and Co-President of our Advanced Bonding Systems Group in November
1999. In March 1998, he became Vice President and General Manager of the
Equipment Group, after serving as Vice President of Strategic Marketing since
December of 1996. Prior to that, he spent four years as a Director of our Ball
Bonder Division and a year as Product Manager for Wedge Bonder Products.
Charles Salmons: Senior Vice President, Customer Operations. He was appointed
Senior Vice President, Customer Operations in 1999. He joined us in 1978, and
has held positions of increasing responsibility throughout the accounting,
engineering and manufacturing organization. In 1994 he became Vice President
of Operations and was named General Manager, Wire Bonder Operations in 1998.
Clifford G. Sprague: Senior Vice President and Chief Financial Officer. He
joined us as Vice President and Chief Financial Officer in March 1989. In May
1990 he was promoted to Senior Vice President. Prior to joining us, he served
for more than five years as Vice President and Controller of the Oilfield
Equipment Group of NL Industries, Inc., an oilfield equipment and service
company.
Laurence P. Wagner: Senior Vice President: He joined us in July 1998 as
Senior Vice President and President of Packaging Materials. In November 1999,
he was promoted to Senior Vice President and Co-President of the Advanced
Bonding Systems Group. Previously he was with Emcore Corporation, where he
was vice president of Emcore Electronic Materials. Prior to 1996, he worked
for Shipley Company LLC, a Division of Rohm and Haas Company in a number of
progressively responsible positions.
9
<PAGE> 12
ITEM 2. PROPERTIES.
Our major facilities are described in the table below:
<TABLE>
<CAPTION>
LEASE
APPROXIMATE PRODUCTS EXPIRATION
FACILITY SIZE FUNCTION MANUFACTURED DATE
--------------------- ------------------ -------------------------------- --------------------- -----------
<S> <C> <C> <C> <C>
Willow Grove, 214,000 sq.ft. (1) Corp. headquarters, Wire bonders N/A
Pennsylvania manufacturing, technology
center, sales and service
Phoenix, Arizona 45,000 sq.ft. (2) Technology center, Manufacturing Wafer bumping services April 2006
Milpitas, California 35,000 sq.ft. (2) Technology center Laminate substrates July 2006
Selma, Alabama 25,600 sq.ft. (2) Manufacturing, American Fine Bonding wire October 2017
Wire operations
Santa Clara, 13,600 sq.ft. (2) Manufacturing Dicing saw blades October 2003
California
Singapore 73,700 sq.ft (2) Manufacturing, Wire bonders September 2002
technology center,
assembly systems
Singapore 35,100 sq.ft. (2) Manufacturing, American Fine Bonding wire May 2003
Wire operations
Haifa, Israel 46,100 sq.ft. (2) Manufacturing, Manual wire bonders, April 2002
technology center, dicing saws and
assembly systems automatic multi-process
assembly systems
Yokneam, Israel 48,400 sq.ft. (1) Manufacturing, Micro- Capillaries, wedges and N/A
Swiss operations die collets
Yokneam, Israel 12,000 sq.ft. (2) Manufacturing, Micro- Hard material blades April 2003
Swiss operations
Tokyo, Japan 10,700 sq.ft. (2) Technology center, N/A (3)
sales and service
Thalwil, 15,100 sq.ft. (2) Manufacturing, American Fine Bonding wire (3)
Switzerland Wire operations
Kaohsuing, 28,406 sq.ft. Manufacturing, American Fine Bonding wire August 1, 2010
Taiwan Wire operations and sales
and service
</TABLE>
(1) Owned.
(2) Leased.
(3) Cancellable semi-annually upon six months notice.
We also rent space for sales and service offices in Horsham, Pennsylvania; Santa
Clara, California; Mesa, Arizona; Korea; Taiwan; Malaysia; the Philippines; and
Hong Kong. We believe that our facilities generally are in good condition.
10
<PAGE> 13
ITEM 3. LEGAL PROCEEDINGS.
From time to time, we are a plaintiff or defendant in various cases arising out
of our usual and customary business. We cannot assure you of the results of
pending or future litigation, but we do not believe that resolution of these
matters will materially and adversely affect our business, financial condition
or operating results.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
Our common stock is traded on the Nasdaq National Market under the symbol
"KLIC." The following table lists the high and low per share sale prices for our
common stock for the periods indicated:
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
Fiscal 2000:
First Quarter $ 22 5/8 $ 11 1/2
Second Quarter 43 21/32 19 19/32
Third Quarter 40 5/16 19 15/16
Fourth Quarter 33 1/8 13 1/8
Fiscal 1999:
First Quarter $ 10 15/16 $ 4 11/16
Second Quarter 17 5/8 8 13/16
Third Quarter 14 1/2 9 1/2
Fourth Quarter 14 1/2 9 9/16
</TABLE>
On December 1, 2000, there were 620 holders of record of the shares of
outstanding common stock.
The payment of dividends on our common stock is within the discretion of our
board of directors. We do not currently pay cash dividends on our common stock
and we do not expect to declare cash dividends on our common stock in the near
future. We intend to retain earnings to finance the growth of our business. Our
Gold Supply Agreement between American Fine Wire and its subsidiaries and their
gold supplier contains certain financial covenants and prohibits American Fine
Wire from paying any dividends or making any distributions without the consent
of the supplier if, following the payment of the dividend or distribution, the
net worth of American Fine Wire is less than $7.0 million.
For the purposes of calculating the aggregate market value of the shares of our
common stock held by nonaffiliates, as shown on the cover page of this report,
we have assumed that all the outstanding shares were held by nonaffiliates
except for the shares held by our directors and executive officers. However,
this does not necessarily mean that all directors and executive officers of the
Company are, in fact, affiliates of the Company, or that there are not other
persons who may be deemed to be affiliates of the Company. Further information
concerning shareholdings of executive officers, directors and principal
shareholders is included in our proxy statement relating to our 2001 Annual
Meeting of Shareholders filed or to be filed with the Securities and Exchange
Commission.
11
<PAGE> 14
ITEM 6. SELECTED FINANCIAL DATA.
The following selected consolidated financial data should be read in
conjunction with our consolidated financial statements, related notes and other
financial information included elsewhere herein.
<TABLE>
<CAPTION>
FISCAL YEARS ENDED SEPTEMBER 30,
---------------------------------------------------------------------
1996(1) 1997 1998 1999 2000
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales:
Equipment $ 287,234 $ 391,721 $ 302,107 $ 269,854 $ 692,062
Packaging materials 93,942 110,186 108,933 124,450 185,570
Advanced packaging technology -- -- -- 4,613 21,641
--------- --------- --------- --------- ---------
Total net sales 381,176 501,907 411,040 398,917 899,273
--------- --------- --------- --------- ---------
Cost of goods sold:
Equipment 163,844 228,854 191,948 188,958 419,732
Packaging materials 75,270 89,148 82,259 90,326 130,548
Advanced packaging technology -- -- -- 6,098 22,897
--------- --------- --------- --------- ---------
Total cost of goods sold 239,114 318,002 274,207 285,382 573,177
--------- --------- --------- --------- ---------
Operating expenses:
Equipment(3) 102,515 97,143 107,083 92,157 120,244
Packaging materials(3) 14,563 21,029 24,553 23,500 32,876
Advanced packaging technology -- -- -- 5,314 19,096
Corporate(2) 7,566 8,070 9,353 12,296 15,421
--------- --------- --------- --------- ---------
Total operating expenses(3) 124,644 126,242 140,989 133,267 187,637
--------- --------- --------- --------- ---------
Income (loss) from operations:
Equipment 20,875 65,724 3,076 (11,261) 152,086
Packaging materials 4,109 9 2,121 10,624 22,146
Advanced packaging technology -- -- -- (6,799) (20,352)
Corporate(2) (7,566) (8,070) (9,353) (12,296) (15,421)
--------- --------- --------- --------- ---------
Total income (loss) from operations 17,418 57,663 (4,156) (19,732) 138,459
--------- --------- --------- --------- ---------
Interest, net (164) 820 5,514 3,547 4,719
Equity in loss of joint ventures(4) (994) (6,701) (8,715) (10,000) (1,221)
Other expenses (630) -- -- -- --
--------- --------- --------- --------- ---------
Income (loss) before taxes 15,630 51,782 (7,357) (26,185) 141,957
Provision (benefit) for income taxes 3,783 13,463 (1,917) (8,221) 40,149
Minority interest -- -- -- 1,018 1,437
--------- --------- --------- --------- ---------
Net income (loss) $ 11,847 $ 38,319 $ (5,440) $ (16,946) $ 103,245
========= ========= ========= ========= =========
Basic net income (loss) per common share(5) $ 0.31 $ 0.92 $ (0.12) $ (0.36) $ 2.15
========= ========= ========= ========= =========
Diluted net income (loss) per common share(5) $ 0.30 $ 0.90 $ (0.12) $ (0.36) $ 1.90
========= ========= ========= ========= =========
Shares used in per common share
calculations:(5)
Basic 38,750 41,742 46,602 46,846 47,932
Diluted 39,576 42,856 46,602 46,846 56,496
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
-----------------------------------------------------------
1996 1997 1998 1999 2000
-------- -------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments(7) $ 58,422 $115,587 $106,900 $ 39,345 $316,619
Working capital 113,804 190,220 182,181 167,131 462,688
Total assets 249,554 376,819 342,584 378,145 722,852
Long-term debt(6)(7) 50,712 220 -- -- 175,000
Shareholders' equity 147,489 291,927 287,910 274,776 405,342
</TABLE>
12
<PAGE> 15
(1) The fiscal 1996 Consolidated Statement of Operations was
reclassified for comparative purposes.
(2) In January 1999, we purchased the X-LAM technology and fixed assets
used in the design, development and manufacture of laminate
substrates for $8.0 million. As a result of this purchase, we
recorded a pre-tax charge of approximately $3.9 million for the
write-off of in-process research and development.
(3) In fiscal 2000, operating expense includes the write-off of $3.9
million, representing our remaining investment in our Advanced
Polymer Solutions joint venture and the reversal into income of $2.5
million of the severance reserve which we established in fiscal 1999
for the elimination of approximately 230 positions associated with
the relocation of our automatic ball bonder manufacturing from the
United States to Singapore. During fiscal 1999, we recorded a
pre-tax charge for severance of approximately $4.0 million and asset
write-off costs of approximately $1.6 million in connection with the
above mentioned move to Singapore. In fiscal 1999, we also recorded
approximately $0.4 million for severance related to the reduction in
workforce that began in fiscal 1998. During fiscal 1998, we recorded
pre-tax charges of $8.4 million for severance and product
discontinuance as a result of a slowdown in the semiconductor
industry. Of this amount $6.0 million was associated with the
equipment business, $1.7 million with the packaging materials
business and $0.7 million was recorded in corporate expense. During
fiscal 1996, we recorded a pre-tax charge in the equipment business
of approximately $3.0 million for severance and the write-off of
costs incurred in connection with the suspended Willow Grove
facility expansion as a result of a slowdown in the semiconductor
industry.
(4) Equity in loss of joint ventures in fiscal 2000 consists solely of
our share of the loss of Advanced Polymer Solutions, LLC a 51% owned
joint venture. Equity in loss of joint ventures in fiscal 1999
consists of $9.2 million of our share of the loss of Flip Chip
Technologies and $0.8 million of our share of the loss of Advanced
Polymer Solutions. Fiscal 1996, 1997 and 1998 consist solely of our
share of the loss of Flip Chip Technologies.
(5) On June 26, 2000, the Company's Board of Directors approved a
two-for-one stock split of its common stock. Pursuant to the stock
split, each shareholder of record at the close of business on July
17, 2000 received one additional share for each common share held at
the close of business on that date. The additional shares were
distributed on July 31, 2000. All prior period earnings per share
amounts have been restated to reflect the two-for-one stock split.
For fiscal years 1998 and 1999 only the common shares outstanding
have been used to calculate both the basic earnings per common share
and diluted earnings per common share because the inclusion of
potential common shares would be anti-dilutive due to the net losses
reported in those years.
(6) Does not include letters of credit or foreign exchange contract
obligations.
(7) In December 1999, we issued $175.0 million of convertible
subordinated notes. In May 1997, we completed the sale of 3,450,000
shares of our common stock in an underwritten offering, resulting in
net proceeds of approximately $101.0 million. A portion of these
proceeds was used to repay the $50.0 million outstanding balance
under the Company's existing bank revolving credit facility.
13
<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
In addition to historical information, this report contains statements relating
to future events or our future results. These statements are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Act of 1934, as amended (the "Exchange Act"), and
are subject to the Safe Harbor provisions created by statute. Such
forward-looking statements include, but are not limited to, statements that
relate to our future revenue, product development, demand forecasts,
competitiveness, gross margins, operating expense and benefits expected as a
result of:
- The projected growth rates in the overall semiconductor industry,
the semiconductor assembly equipment market and the market for
semiconductor packaging materials;
- the anticipated development, production and licensing of our
advanced packaging technology;
- the successful integration of recent acquisitions into our company's
operating structure and expected growth rates for these companies;
- the projected continuing demand for wire bonders; and
- the anticipated growing importance of the flip chip assembly process
in high-end market segments.
Generally words such as "may," "will," "should," "could," "anticipate,"
"expect," "intend," "estimate," "plan," "continue," and "believe," or the
negative of or other variation on these and other similar expressions identify
forward-looking statements. These forward-looking statements are made only as of
the date of this report. We do not undertake to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.
Forward-looking statements are based on current expectations and involve risks
and uncertainties and our future results could differ significantly from those
expressed or implied by our forward-looking statements. These risks and
uncertainties include, without limitation those described under Item 1. Business
and Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
OVERVIEW
We design, manufacture and market capital equipment and packaging materials for
sale to companies that manufacture and assemble semiconductor devices. We also
service, maintain, repair and upgrade assembly equipment. Today, we are the
world's largest supplier of semiconductor assembly equipment, according to VLSI
Research Inc. We sell our products to semiconductor device manufacturers and
contract manufacturers, which are primarily located in or have operations in the
Asia/Pacific region. Sales to customers outside of the United States accounted
for 91% of net sales for fiscal 2000 and are expected to continue to represent a
substantial portion of our future revenues. To support our international sales,
we currently have major manufacturing operations in the United States, Israel
and Singapore, sales facilities in Hong Kong, Japan, Korea, Taiwan, Malaysia,
the Philippines and Singapore, a technology center in Japan and applications
labs in Singapore. We also maintain customer resource centers in Taiwan, the
Philippines and Singapore. We plan to open a new manufacturing facility in
Taiwan in fiscal 2001 to produce bonding wire.
In November 2000 we acquired 100% of the stock of Cerprobe Corporation (referred
to as Cerprobe) and in December 2000 we acquired 100% of the stock of Probe
Technology Corporation (referred to as Probe Tech). Both Cerprobe and Probe Tech
design and manufacture semiconductor test interconnect solutions. The
acquisitions are a step forward in the Company's strategy to offer the most
complete, capable and cost-effective interconnect solutions. These two companies
will be merged together to create a test division.
Historically, the demand for semiconductors and our semiconductor assembly
equipment has been volatile from period to period. An upturn in the
semiconductor industry that began in fiscal 1999 contributed to record revenues
of $899.3 million for fiscal year 2000. This represents an increase of 125% over
revenues of $398.9 in fiscal 1999. However, in early August and again in early
November, we announced that customer order deferrals and push-outs would impact
financial performance in the fourth quarter of fiscal 2000 and the first half of
fiscal 2001.
Our business is currently divided into three segments, with a fourth segment
comprised of the operations of Cerprobe and Probe Tech to be added in fiscal
2001.
14
<PAGE> 17
Equipment
Through our equipment business we design, manufacture and market semiconductor
assembly equipment. Our principal product line is our family of wire bonders,
which are used to connect extremely fine wires, typically made of gold or
aluminum, between the bonding pads on the die and the leads on the IC package to
which the die has been bonded. We are the world's largest manufacturer of wire
bonders, according to VLSI. In fiscal 1999, we successfully introduced the Model
8028 automatic ball bonder and with its superior technical performance and
productivity accounted for the majority of ball bonders we sold in fiscal 2000.
In fiscal 2000 we relocated our automatic ball bonder manufacturing from the
United States to Singapore and were able to ramp up production to historically
high levels to meet the record demand.
Packaging Materials
Through our packaging materials business we design, manufacture and market a
range of packaging materials to semiconductor device assemblers including very
fine (typically 0.001 inches in diameter) gold, aluminum and copper wire,
capillaries, wedges, die collets and saw blades. We expect to expand this
business in an effort to increase our revenues from materials used in the
assembly of ICs.
In the fourth quarter of fiscal 2000, we decided not to devote additional
capital to Advanced Polymer Solutions, a joint venture with Polyset Company,
Inc. which was established to develop, manufacture and market advanced polymer
materials for semiconductor and microelectronic packaging end users. This
decision resulted in a write-off of $3.9 million representing our remaining
investment in this venture. We have no further obligations or commitments to the
joint venture.
Advanced Packaging Technology
This business segment reflects the operating results of our strategic initiative
to develop new technologies for advanced semiconductor packaging. It is
comprised of Flip Chip Technologies, LLC, a joint venture with Delco Electronics
Corporation, and our X-LAM business unit.
Through Flip Chip Technologies we license our flip chip technology and provide
wafer bumping services. As of September 30, 2000, we owned 76.9% of Flip Chip
Technologies. Under various operating agreements, we manage Flip Chip
Technologies jointly with Delco and have agreed not to compete with the joint
venture. Flip Chip Technologies has also entered into various agreements with
Delco that are customary in similar joint venture arrangements.
We established our X-LAM business unit to develop, manufacture and market high
density interconnect substrates using either flip chip or advanced wire bonding
interconnection schemes. We purchased the X-LAM technology for $8.0 million in
fiscal 1999 and operate a research/manufacturing facility in Milpitas,
California to fully develop and market the technology. In fiscal 2000, we
recorded an operating loss for the X-LAM business of $13.8 million and expect to
report a similar loss in fiscal 2001.
Neither Flip Chip Technologies nor X-LAM has been profitable to date. However,
we expect operating income from Flip Chip Technologies in fiscal 2001 to
partially offset the expected losses at the X-LAM business unit.
15
<PAGE> 18
The following table sets forth the percentage of our net sales from each
business segment for the past three years:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
------------------------
SEGMENT 1998 1999 2000
------- ---- ---- ----
<S> <C> <C> <C>
Equipment 73% 68% 77%
Packaging Materials 27 31 21
Advanced Packaging Technology 0 1 2
---- ---- ----
Total 100% 100% 100%
==== ==== ====
</TABLE>
Net sales. We recognize net sales upon the shipment of products or performance
of services. Provisions for estimated product returns, warranty and installation
costs are accrued in the period of sale recognition.
Our equipment sales depend on the capital expenditures of semiconductor
manufacturers and subcontract assemblers worldwide which, in turn, depend on the
current and anticipated market demand for semiconductors and products using
semiconductors. The semiconductor industry historically has been highly volatile
and has experienced periodic downturns and slowdowns which have had a severe
negative effect on the semiconductor industry's demand for capital equipment.
These downturns and slowdowns, coupled with the effect of the Asian economic
crisis, adversely affected our sales during the latter half of fiscal 1998 and
the first half of fiscal 1999. However, the semiconductor business cycle turned
up in the second half of fiscal 1999 and resulted in record orders and shipments
in fiscal 2000. Then in early August and again in early November, we announced
that customer order deferrals and push-outs would impact financial performance
in the fourth quarter of fiscal 2000 and the first half of fiscal 2001.
Our packaging materials sales depend on the same semiconductor manufacturers and
subcontract assemblers as our equipment sales. However, the volatility in demand
for our packaging materials is less than that of our equipment sales due to the
consumable nature of the packaging materials. We expect to expand this portion
of our business to help offset the volatility of the equipment segment, and
because the worldwide market for consumable packaging materials is larger than
the market for our semiconductor assembly equipment.
Our advanced packaging technology sales represent the sales from Flip Chip
Technologies. We do not expect sales from our X-LAM business unit in fiscal
2001.
Cost of goods sold. Our equipment cost of goods sold consists mainly of
subassemblies, materials, direct and indirect labor costs and other overhead. We
rely on subcontractors to manufacture many of the components and subassemblies
for our products and we rely on sole source suppliers for some material
components.
Packaging materials cost of goods sold consists primarily of gold, aluminum,
direct labor and other materials used in the manufacture of bonding wire,
capillaries, wedges and other company products, with gold making up the majority
of the cost. Gold bonding wire is generally priced based on a fabrication charge
per 1,000 feet of wire, plus the value of the gold. To minimize our exposure to
gold price fluctuations, we obtain gold for fabrication under a contract with
our gold supplier on consignment and only purchase the gold when we ship the
finished product to the customer. Accordingly, fluctuations in the price of gold
are generally absorbed by our gold supplier or passed on to our customers. Since
gold makes up a significant portion of the cost of goods sold by the packaging
materials segment, the gross profit margins will be lower than can be expected
in the equipment business.
Cost of goods sold in our Advanced Packaging Technology segment is currently
comprised of material, labor and overhead at Flip Chip Technologies. Our X-LAM
operations will not report cost of goods sold until they begin to generate
revenues, which is not expected to occur until fiscal 2002.
Selling, general and administrative expense. Our selling, general and
administrative expense is comprised primarily of personnel costs, professional
costs, information technology and depreciation expenses. We expect our selling,
general and administrative expenses to increase in fiscal 2001 as we include the
operations of Cerprobe and Probe Tech and increase spending on information
technology to develop and implement corporate-wide e-business capabilities.
16
<PAGE> 19
As a result of customer order deferrals and push-outs in the fourth quarter of
fiscal 2000 and the first quarter of fiscal 2001, we are resizing our workforce
by eliminating approximately 110 positions. We will record a resizing charge of
approximately $3.0 million in the first quarter of fiscal 2001 for severance and
related costs associated with the eliminated positions.
Research and development expense. Our research and development costs consist
primarily of labor, prototype material and other costs associated with our
developmental efforts to strengthen our product lines and develop new products.
For example we introduced two new bonders, the Model 8028-S, an automatic ball
bonder that offers increased accuracy and productivity over its predecessor, and
the Model 8028-PPS, which combines productivity enhancements with robust fine
pitch capability. Our research and development costs increased in fiscal 2000
and will increase further in fiscal 2001 as we include the operations of
Cerprobe and Probe Tech and we introduce our 35 micron bonding process solution.
RESULTS OF OPERATIONS
The table below shows principal line items from our historical consolidated
statements of operations, as a percentage of our net sales, for the three years
ended September 30:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
--------------------------------
1998 1999 2000
------ ------ ------
<S> <C> <C> <C>
Net sales 100.0% 100.0% 100.0%
Costs of goods sold 66.7 71.5 63.7
------ ------ ------
Gross margin 33.3 28.5 36.3
Selling general and administrative 20.4 21.6 15.2
Research and development, net 11.9 9.3 5.6
Other costs 2.0 2.5 .1
------ ------ ------
Income (loss) from operations (1.0)% (4.9)% 15.4%
====== ====== ======
</TABLE>
FISCAL YEARS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
During the fiscal year ended September 30, 2000, we recorded record bookings of
$949.0 million compared to $438.0 million in fiscal 1999. The $511.0 million
increase in fiscal 2000 bookings reflected a significant improvement in demand
for semiconductor assembly equipment. At September 30, 2000, total backlog of
customer orders approximated $143.0 million compared to $93.0 million at
September 30, 1999. Since the timing of deliveries may vary and orders are
generally subject to cancellation, our backlog as of any date may not be
indicative of net sales for any succeeding period.
The upturn in the semiconductor business cycle throughout most of fiscal 2000
resulted in record net sales of $899.3 million, an increase of $500.4 million or
125.4% above the prior fiscal year. Net sales increased sequentially each
quarter beginning in the third quarter of fiscal 1999 through the third quarter
of fiscal 2000, however, due to customer order deferrals, net sales in the
fourth quarter of fiscal 2000 were below third quarter sales. We expect net
sales in the first quarter of fiscal 2001 to be between $140 million and $165
million.
Net sales in our equipment segment benefited the most from the upturn in the
semiconductor business cycle and increased by $422.2 million to $692.1 million
in fiscal 2000 compared to $269.9 million in fiscal 1999, an increase of 156.5%.
The increase in equipment segment sales was driven by a strong demand for our
automatic ball bonders. The higher equipment segment sales in fiscal 2000 also
reflected an increase in the average selling prices for our Model 8028, which
was the primary bonder sold in fiscal 2000, compared to the model 8020, which
was the primary bonder sold in fiscal 1999. Packaging materials segment net
sales increased $61.1 million to $185.6 million in fiscal 2000 from $124.5
million in fiscal 1999. The higher packaging material segment net sales were due
primarily to a higher volume of gold wire and capillary shipments. Net sales of
our advanced packaging technology segment reflect the sales of Flip Chip
Technologies for all of fiscal 2000 compared to sales of Flip Chip Technologies
for only four months in fiscal 1999.
International sales (shipments of our products with ultimate foreign
destinations) comprised 91% and 83% of our total sales during fiscal 2000 and
1999, respectively. Sales to customers in the Asia/Pacific region, including
Korea, Taiwan,
17
<PAGE> 20
Malaysia, the Philippines, Japan, Singapore, Thailand and Hong Kong, accounted
for approximately 83% and 74% of our total sales in fiscal 2000 and 1999,
respectively. During fiscal 2000, shipments to customers located in Taiwan, the
Philippines, Singapore, and Malaysia accounted for approximately 31%, 11%, 10%
and 9% of net sales, compared to 23%, 11%, 11% and 10%, respectively, for the
1999 fiscal year.
Gross profit increased to $326.1 million in fiscal 2000 from $113.5 million in
fiscal 1999 due primarily to the higher volume of equipment segment sales in
fiscal 2000. The higher gross profit in fiscal 2000 was also partially due to an
increase in gross profit as a percentage of sales (referred to as gross margin)
of 7.8 percentage points to 36.3%. The equipment segment contributed the
majority of the improvement in gross profit and gross margin. Equipment segment
gross profit increased $191.4 million from the prior year to $272.3 million and
its gross margin increased from 30.0% in fiscal 1999 to 39.4% in fiscal 2000.
The increase in equipment segment gross profit was primarily due to a 168%
increase in unit sales of automatic ball bonders. The improved equipment segment
gross margin was due to a higher average selling price of the automatic bonders
sold in fiscal 2000 compared to fiscal 1999 due to the higher performance levels
of the Model 8028 compared to the Model 8020. Also, the average cost of a Model
8028 was less than the average cost of a Model 8020 primarily due to the move of
the manufacturing operation of our automatic ball bonders from the United States
to Singapore. The packaging materials segment gross profit and gross margin
increased in fiscal 2000. The higher gross profit was primarily due to the
higher volume of gold wire and capillary shipments. The higher gross margin was
due to lower average cost of production resulting primarily from operating
efficiencies from the higher unit volume and a shift in production mix to higher
margin fine pitch products. The overall gross profit and gross margin in fiscal
2000 were negatively impacted by a $1.3 million negative gross profit recorded
by Flip Chip Technologies in our advanced packaging technology segment.
Selling, general and administrative (referred to as SG&A) expenses increased to
$136.2 million in fiscal 2000 from $86.2 million in fiscal 1999. The $50.0
million increase was due primarily to additional personnel and compensation
expenses associated with the growth in the size of the business in fiscal 2000
particularly in the equipment segment, the ramp-up of the X-LAM research
facility and the inclusion of the operating results of Flip Chip Technologies
for a full fiscal year in 2000 compared to four months in the prior year.
Research and development costs increased to $50.1 million in fiscal 2000 from
$37.2 million in the prior fiscal year. The higher research and development
expense resulted from increasing expenditures for new product development in our
equipment and packaging materials segments and reporting Flip Chip Technologies
operations for a full year in 2000 compared to four months in the prior year and
ramping up the X-LAM research capabilities. Gross research and development
expenditures were partially offset by funding received from customers and
governmental subsidies totaling $1.1 million in fiscal 2000 compared to $1.3
million in fiscal 1999.
In the fourth quarter of fiscal 2000, we reversed into income $2.5 million of
the $5.6 million reserve which we established in fiscal 1999 for the relocation
of our automatic ball bonder manufacturing from Willow Grove, Pennsylvania to
Singapore. The reserve was established to reflect provisions for severance and
asset write-off costs resulting from the move. However, due to the significant
increase in demand for microelectronics products we have retained engineering
and marketing positions which were planned for downsizing. In addition, the
majority of the direct and indirect manufacturing positions were eliminated
through attrition in the workforce. The decision to retain the engineering and
marketing positions in the U.S. and attrition in the workforce reduced the
amount of severance required to be paid compared to the original estimate and
resulted in the reversal of $2.5 million of the reserve. These relocation
activities are now complete.
In the fourth quarter of fiscal 2000, we decided not to devote additional
capital to our joint venture with Polyset Company, Inc. which was established to
develop, manufacture and market advanced polymer materials for semiconductor and
microelectronic packaging end users. This decision resulted in a write-off of
$3.9 million representing our remaining investment in this venture. We have no
further obligations or commitments to the joint venture.
Income from operations in fiscal 2000 was a record $138.5 million compared to a
loss of $19.7 million in fiscal 1999. The favorable results in fiscal 2000 were
due primarily to the significant improvement in net sales resulting from our
capability to ramp-up our production with technologically superior bonding
machines to take advantage of the demand for our products created by the upturn
in the semiconductor business cycle. Income from operations in fiscal 2000 was
also favorably impacted by an increase in gross profit as a percentage of net
sales which was due primarily to the benefits
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<PAGE> 21
of the move of our automatic ball bonder manufacturing from the United States to
Singapore.
Interest income increased by $8.6 million and interest expense increased by $7.5
million, both increases resulted primarily from the issuance of $175.0 million
of convertible subordinated notes in December 1999. Interest income was also
favorably impacted by an increase in short term investments resulting from cash
generated by our record level of income from operations and higher interest
rates. See "Liquidity and Capital Resources."
Equity in loss of joint ventures decreased from $10.0 million in fiscal 1999 to
$1.2 million in fiscal 2000 due primarily to not recording Flip Chip
Technologies under the equity method of accounting but rather reporting the
operating results of Flip Chip Technologies with the operating results of the
company. In fiscal 2000, equity in loss of joint ventures consists solely of our
share of the loss from our 50% equity interest in Advanced Polymer Solutions,
LLC which, as mentioned above, we dissolved and wrote-off our remaining
investment.
Our provision for income taxes in fiscal 2000 was $40.1 million compared to a
benefit of $8.2 million in fiscal 1999. The provision for income tax in fiscal
2000 was due to record pretax income reported in fiscal 2000. The effective tax
rate of the fiscal 2000 provision was 28%. The effective tax rate was favorably
impacted by significant tax incentives we received from Singapore as an
incentive for us to relocate our automatic ball bonder manufacturing operation
to Singapore and from Israel for maintaining research and manufacturing
facilities in Israel.
We recorded a minority interest in the net loss of Flip Chip Technologies of
$1.4 million. The minority interest reflects the portion of Flip Chip
Technologies that is owned by Delco, our joint venture partner.
Our net income for fiscal 2000 was $103.2 million compared to a net loss of
$16.9 million in fiscal 1999, for the reasons enumerated above.
FISCAL YEARS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998
During the 1999 fiscal year ended September 30, 1999, we recorded bookings of
$438.0 million compared to $347.0 million during fiscal 1998. The $91.0 million
increase in fiscal 1999 bookings occurred in the second half of fiscal 1999 and
primarily reflected a significant improvement in demand for semiconductor
assembly equipment. At September 30, 1999, total backlog of customer orders
approximated $93.0 million compared to $54.0 million at September 30, 1998.
Since the timing of deliveries may vary and orders are generally subject to
cancellation, our backlog as of any date may not be indicative of net sales for
any succeeding period.
Net sales for the 1999 fiscal year decreased by $12.1 million to $398.9 million
from $411.0 million in fiscal 1998. During the first half of fiscal 1999, net
sales totaled $134.7 million, or $108.5 million lower than the same six month
period of fiscal 1998, reflecting the impact of the slowdown in the
semiconductor industry which started in 1998. However, as the semiconductor
business cycle turned up in the second half of fiscal 1999, net sales increased
over the prior year in the third and fourth quarters by 20.8% and 101.3%,
respectively. Net sales in our equipment segment decreased by $32.3 million to
$269.9 million in fiscal 1999 compared to $302.1 million in fiscal 1998. The
lower equipment segment sales were primarily due to significantly reduced demand
for wedge bonders. We sold 117 wedge bonders in fiscal 1999, a 71% or $48.1
million decline from the fiscal 1998 level. This was partially offset by higher
automatic ball bonder sales (approximately 2,000 machines sold in fiscal 1999
versus approximately 1,800 machines sold in fiscal 1998). The increase in ball
bonder sales primarily occurred in the second half of fiscal 1999, reflecting
the increased industry demand for semiconductor assembly equipment as well as
the introduction of the new Model 8028 ball bonder. The lower equipment segment
sales in fiscal 1999 also reflect reduced average selling prices for our Model
1488 and Model 8020 ball bonders partially offset by improved pricing for the
Model 8028. Packaging materials segment net sales increased $15.6 million to
$124.5 million in fiscal 1999 from $108.9 million in fiscal 1998. The higher
packaging material segment net sales were due primarily to a higher volume of
gold wire and capillary shipments during the second half of fiscal 1999. Net
sales of our new advanced packaging technology segment reflect the sales of Flip
Chip Technologies for the four months ended September 30, 1999.
International sales (shipments of our products with ultimate foreign
destinations) comprised 83% and 80% of our total sales during fiscal 1999 and
1998, respectively. Sales to customers in the Asia/Pacific region, including
Korea, Taiwan, Malaysia, the Philippines, Japan, Singapore, Thailand and Hong
Kong, accounted for approximately 74% and 73% of our total sales in fiscal 1999
and 1998, respectively. During fiscal 1999, shipments to customers located in
Taiwan,
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<PAGE> 22
Singapore, the Philippines and Malaysia accounted for approximately 23%, 11%,
11% and 10% of net sales, compared to 20%, 5%, 17% and 16%, respectively, for
the 1998 fiscal year.
Gross profit decreased to $113.5 million for fiscal 1999 from $136.8 million in
fiscal 1998 due primarily to the lower volume of equipment segment sales in
fiscal 1999. Gross profit margin decreased to 28.5% in fiscal 1999 from 33.3% in
fiscal 1998, due to lower gross profit margin in the equipment segment partially
offset by higher gross profit margin in the packaging materials segment. The
gross profit margin in fiscal 1999 was also negatively impacted by a $1.5
million negative gross profit recorded by our newly created advanced packaging
technology segment. The equipment segment gross profit margin decreased to 30.0%
in fiscal 1999 from 36.5% in fiscal 1998 due primarily to the lower average
selling price for the segment's Model 1488 and 8020 ball bonders due to pricing
competition and higher manufacturing costs associated with the Model 8020 and a
sharp decline in sales of our higher margin wedge bonder. The packaging
materials segment gross profit margin increased to 27.4% in fiscal 1999 from
24.5% in fiscal 1998 due primarily to operating efficiencies resulting from the
impact of cost improvement programs implemented in fiscal 1998, the favorable
impact of higher unit volumes of materials and higher margins on fine pitch
products.
Selling, general and administrative expenses increased to $86.2 million in
fiscal 1999 from $83.9 million in fiscal 1998. The $2.3 million increase was due
to $3.8 million of expenses associated with our new advanced packaging
technology business units and $1.6 million of start up expenses for our new
Singapore manufacturing facility, partially offset by lower selling, general and
administrative expenses in our equipment segment. The lower selling, general and
administrative expenses in our equipment segment were due to lower payroll and
related costs resulting from our resizing efforts to reduce our workforce in
late fiscal 1998 and early fiscal 1999.
Research and development costs decreased to $37.2 million in fiscal 1999 from
$48.7 million in the prior fiscal year. Our lower research and development
expense was due to lower payroll and related costs resulting from our efforts to
reduce our workforce in late fiscal 1998 and early fiscal 1999. We focused our
research and development efforts on new product introductions (e.g., the Model
8028 ball bonder) and new product development. Gross research and development
expenditures were partially offset by funding received from customers and
governmental subsidies totaling $1.3 million in fiscal 1999 compared to $1.7
million in fiscal 1998.
We recorded resizing costs of $5.9 million in fiscal 1999 reflecting provisions
for severance and asset writeoff costs resulting from the announced move of our
automatic ball bonder manufacturing to Singapore and additional severance in
connection with the reduction in our workforce. At September 30, 1999, we had
accrued liabilities of $4.0 million in connection with these severance costs,
the majority of which will be paid in fiscal 2000. We also recorded resizing
costs of $7.4 million and an impairment of goodwill of $1.0 million in fiscal
1998 for severance, asset writeoffs and other costs in response to the
industry-wide slowdown in orders for semiconductor assembly equipment and to a
lesser extent semiconductor packaging materials.
In January 1999, we purchased the X-LAM technology and fixed assets used in the
design, development and manufacture of laminate substrates for $8.0 million. In
fiscal 1999, we recorded a charge of approximately $3.9 million for in-process
research and development representing the appraised value of products still in
the development stage that had not reached technological feasibility and an
operating loss of $3.0 million.
Loss from operations in fiscal 1999 was $19.7 million compared to a loss of $4.2
million in fiscal 1998. The unfavorable variance in fiscal 1999 was due
primarily to an operating loss at our equipment business of $11.3 million
compared to operating income of $3.1 million in the prior year and a loss at our
new advanced packaging technology business of $6.8 million. The operating loss
in our equipment business was due to lower net sales and gross profit margin and
one-time charges for the move to Singapore and workforce reductions. The
operating losses in our equipment and advanced packaging technology businesses
were partially offset by an increase of $8.5 million in operating income in the
packaging materials business. Additionally, as described previously, we recorded
a $3.9 million write-off of in-process research and development relating to the
acquisition of the X-LAM technology.
Interest income, net of interest expense, decreased by $2.0 million in fiscal
1999 compared to fiscal 1998, primarily due to lower short-term investments
resulting from the use of cash throughout fiscal 1999 to fund the net loss,
working capital, capital expenditures and investments in new business
initiatives.
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<PAGE> 23
Equity in Loss of Joint Ventures increased from $8.7 million in fiscal 1998 to
$10.0 million in fiscal 1999. Our share of the pre-tax loss in Flip Chip
Technologies for the eight months ended May 31, 1999 was $9.2 million versus
$8.7 million for all of 1998. In fiscal 1999 we recognized 100% of the loss at
Flip Chip Technologies for the eight months ended May 31, 1999 compared to
recognizing only 51.0% of the Flip Chip Technologies loss in fiscal 1998, for
reasons previously discussed. During fiscal 1999, we also recognized a $0.8
million loss from our 50% equity interest in Advanced Polymer Solutions, LLC, a
joint venture established in fiscal 1999 to develop, manufacture and market
advanced polymer materials for semiconductor and microelectronic packaging end
users.
We recorded a tax benefit of $8.2 million in fiscal 1999. The effective tax rate
of this benefit was 33%. We increased our valuation allowance on foreign tax
credit carryforwards, and continue to maintain a valuation allowance for
deferred tax assets related to the acquired domestic American Fine Wire net
operating loss and net operating loss carry-forwards of our Japanese subsidiary,
because we cannot reasonably forecast sufficient future earnings by these
subsidiaries to fully utilize the net operating losses during the carryforward
period. If we realize the benefits of the American Fine Wire acquired net
operating loss carryforward, the benefits would reduce the recorded amount of
American Fine Wire goodwill. We believe that all of the net operating loss
benefits generated during the year will be realized in the foreseeable future.
We recorded a minority interest in the net loss of Flip Chip Technologies of
$1.0 million. The minority interest reflects the portion (26.4%) of Flip Chip
Technologies that was owned by Delco, our joint venture partner.
Our net loss for fiscal 1999 was $16.9 million compared to a net loss of $5.4
million in fiscal 1998, for the reasons enumerated above.
QUARTERLY RESULTS OF OPERATIONS
The table below shows our quarterly net sales, gross profit and operating income
(loss) by quarter for fiscal 2000 and 1999:
(in thousands)
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
FISCAL 2000 QUARTER QUARTER QUARTER QUARTER TOTAL
----------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $179,849 $222,153 $268,258 $229,013 $899,273
Gross profit 59,912 75,600 101,278 89,306 326,096
Income from operations 17,116 29,834 52,348 39,161 138,459
</TABLE>
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
FISCAL 1999 QUARTER QUARTER QUARTER QUARTER TOTAL
----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales $ 61,175 $ 73,561 $ 110,806 $ 153,375 $ 398,917
Gross profit 16,176 21,025 30,374 45,960 113,535
Income (loss) from operations (10,282) (17,087) (776) 8,413 (19,732)
</TABLE>
The effect of the semiconductor industry upturn on our operating results is
reflected in the quarterly results in the second half of fiscal 1999 and fiscal
2000. The customer order deferrals and push-outs we announced in August and
November of 2000 are reflected in the lower sales in the fourth quarter of
fiscal 2000 compared to the third quarter of fiscal 2000.
EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, as amended by SFAS No. 138,
is effective for fiscal years beginning after June 15, 2000. The standard
requires that all derivative instruments be recorded on the balance sheet at
fair value. Changes in the fair value of derivatives are recorded in earnings or
other comprehensive income, based on whether the instrument is designated as
part of a hedge transaction and, if so, the type of hedge transaction. The
company adopted this statement in the first quarter of 2001. The cumulative
effect of adoption was not material. The impact of SFAS No. 133 on the company's
future results will be dependent upon the fair values of the company's
derivatives and related financial instruments and could result in increased
volatility.
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<PAGE> 24
In December 1999, the Securities and Exchange Commission ("SEC") issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements". The SAB summarizes certain of the Staff's views in applying
generally accepted accounting principles to revenue recognition in the financial
statements. We are required to begin reporting changes to our revenue
recognition policy in the fourth quarter of fiscal year 2001. Accordingly, any
shipments previously reported as revenue, including revenue reported for the
first three quarters of fiscal 2001, that do not meet SAB 101's guidance will be
recorded as revenue in future periods. Changes in our revenue recognition policy
resulting from the interpretation of SAB 101 would not involve the restatement
of prior fiscal year statements, but would, to the extent applicable, be
reported as a change in accounting principle in the fiscal year ended September
30, 2001, with the appropriate restatement of interim periods as required by
SFAS No. 3 "Reporting Accounting Changes in Interim Financial Statements." Our
reported results of operations for the 12 months ending September 30, 2001 may
include a cumulative adjustment for all prior annual and interim periods
including an adjustment for revenue in the first quarter of fiscal 2001 as if
SAB 101 had been adopted on October 1, 2000. We believe that SAB 101, to the
extent that it will impact us, will not affect the underlying strength or
weakness of our business operations as measured by the dollar value of our
product shipments and cash flows. We are currently assessing the full impact
of SAB 101 on our reported financial results.
In May 2000, the Emerging Issues Task Force (EITF) issued EITF No. 00-14,
"Accounting for Coupons, Rebates and Discounts" that addressed accounting for
sales incentives. The Task Force concluded that in accounting for cash sales
incentives a manufacturer should recognize the incentive as a reduction of
revenue on the later date of the manufacturer's sale or the date the offer is
made to the public. The reduction of revenues should be measured based on the
estimated amount of incentives to be claimed by the ultimate customers. We must
adopt this pronouncement in our fourth quarter of fiscal 2001. We do not believe
the adoption of this pronouncement will have a material impact on the Company's
financial statements.
In September 2000, the EITF reached a final consensus on issue EITF No. 00-10,
"Accounting for Shipping and Handling Revenues and Costs." The Task Force
concluded that amounts billed to customers related to shipping and handling
should be classified as revenue. We currently classify shipping and handling
revenue as a reduction of cost of products sold. Further, the Task Force stated
that shipping and handling cost related to this revenue should either be
recorded in costs of goods sold or the Company should disclose where these costs
are recorded and the amount of these costs. We must adopt this pronouncement in
the fourth quarter of fiscal 2001. We do not believe adoption of this
pronouncement will have a material impact on our financial statements.
In March 2000, FASB Interpretation, or FIN, No. 44, "Accounting for Certain
Transactions Involving Stock Compensation - An Interpretation of APB Opinion No.
25," was issued. FIN 44 clarifies the application of APB No. 25 for certain
issues. FIN 44 clarifies the definition of employee for purposes of applying APB
No. 25, the criteria for determining whether a plan qualifies as a
non-compensatory plan, the accounting consequences of various modifications to
the terms of a previously fixed option or award, and the accounting for an
exchange of share compensation awards in a business combination, among others.
FIN 44 was effective July 1, 2000 but certain conclusions in this interpretation
cover specific events that occurred after either December 15, 1998 or January
12, 2000. FIN 44 did not have a significant effect on our financial position or
results of operations.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, our cash, cash equivalents and investments totaled
$316.6 million compared to $39.3 million at September 30, 1999. Additionally, on
December 22, 2000 we entered into a new $60.0 million (reducing to $40 million
over a three year period) bank revolving credit facility which replaced the
revolving credit facility that had been in place for several years. The new
facility expires in December 2003. The borrowings are subject to our compliance
with financial and other covenants set forth in the revolving credit documents.
At September 30, 2000, we had no cash borrowings outstanding under the then
existing facility, but had utilized $1.1 million of availability under that
credit facility to support letters of credit issued as security deposits for our
manufacturing facility in Singapore and our X-LAM facility. The terms of the
credit facility in place at September 30, 2000, as well as the new credit
facility, contain limitations on the amount we can spend on acquisitions. The
bank waived this limitation to permit the acquisitions of Cerprobe and Probe
Tech for which we paid approximately, $225.0 million and $65.0 million, in cash,
respectively. Borrowings bear interest either at a Base Rate (defined as the
prime rate or the federal funds rate plus 1/2%) or, at a LIBOR Rate (defined as
LIBOR plus 1.0% to 2.0%, depending on our ratio of senior debt to earnings
before interest,
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taxes, depreciation and amortization).
In December 1999, we issued $175.0 million of convertible subordinated notes.
The notes are general obligations of our company and subordinated to all senior
debt. The notes bear interest at 4 3/4%, are convertible into our common stock
at $22.8997 per share and mature on December 15, 2006. There are no financial
covenants associated with the notes and there are no restrictions on paying
dividends, incurring additional debt or issuing or repurchasing our securities.
Interest on the notes is payable on June 15 and December 15 of each year. We may
redeem the notes in whole or in part at any time after December 18, 2002 at
prices ranging from 102.714% at December 19, 2002 to 100.0% at December 15,
2006.
Cash generated from operating activities totaled $134.1 million during fiscal
2000 compared to cash used in operating activities of $37.9 million in fiscal
1999 and cash generated of $21.7 in fiscal 1998. The cash generated from
operating activities in fiscal 2000 was primarily the result of our record net
income partially offset by an increase in accounts receivable and inventory to
support the record sales volume.
At September 30, 2000, working capital was $462.7 million compared to $167.1
million at September 30, 1999. The higher working capital was due primarily to
the cash generated from the issuance of the $175.0 million of convertible
subordinated notes and cash generated from operations partially offset by higher
accounts receivable and inventory to support the higher sales volume.
During fiscal 2000, we invested approximately $38.3 million in property and
equipment, primarily for leasehold improvements and tooling for our new X-LAM
manufacturing and research facility, our new Singapore ball bonder facility and
to increase manufacturing capacity for the packaging materials business. We
presently expect fiscal 2001 capital spending to more than double as we upgrade
and improve our information systems to develop and implement corporate-wide
e-business capabilities, increase our capacity at Flip Chip Technologies and
X-LAM, open a new wire manufacturing facility in Taiwan and continue to expand
our manufacturing capabilities in our package materials business. We will also
invest capital in our newly acquired Cerprobe and Probe Tech businesses.
During fiscal 2000, we invested an additional $5.0 million in Flip Chip
Technologies and increased our ownership percentage from 73.6% to 76.9%. We
expect to invest between $10 million and $15 million in additional capital in
Flip Chip Technologies in fiscal 2001 and to purchase Delphi Automotive Systems'
(Delco) share of Flip Chip Technologies.
In fiscal 2000, we contributed $2.2 million to our Advanced Polymer Solutions
joint venture which we dissolved in the fourth quarter of fiscal 2000. Our total
investment in the joint venture was $6.0 million. We do not expect to make any
future investments in this business and are not obligated to do so.
The Israeli government has funded a portion of the research and development
costs related to some of our products. We are contingently liable to repay this
funding through royalties to the Israeli government. Royalty payments are due
only after sale of the funded products, are computed at varying rates from 2% to
5% of the sales and are limited to the amounts received from the Israeli
government. At September 30, 2000, we estimate that contingent liabilities for
royalties related to potential future product sales are approximately $3.4
million.
We believe that anticipated cash flows from operations, our working capital,
amounts available under our revolving credit facility and the availability of
additional credit facilities will provide sufficient cash required for the
purchase of Cerprobe and Probe Tech and to meet our liquidity and capital
requirements for at least the next 12 months. However, we may seek, as required,
equity or debt financing to provide capital for corporate purposes and/or to
fund strategic business opportunities, including possible acquisitions, joint
ventures, alliances or other business arrangements that could require
substantial capital outlays. We cannot determine the timing or amount of these
potential capital requirements at this time since they will depend on a number
of factors, including demand for our products, semiconductor and semiconductor
capital equipment industry conditions, competitive factors and the nature and
size of strategic business opportunities that we may elect to pursue.
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<PAGE> 26
RISKS RELATED TO OUR BUSINESS
OUR QUARTERLY OPERATING RESULTS FLUCTUATE SIGNIFICANTLY AND MAY CONTINUE TO
DO SO IN THE FUTURE
In the past, our quarterly operating results have fluctuated significantly.
Although these fluctuations are partly due to the volatile nature of the
semiconductor industry, they also reflect the impact of other factors, some of
which are outside of our control.
Some of the factors that could cause our revenues and/or operating margins to
fluctuate significantly from period to period are:
- the mix of products that we sell because, for example:
- packaging materials generally have lower margins than assembly
equipment,
- some lines of equipment are more profitable than others, and
- some sales arrangements have higher margins than others;
- the volume and timing of orders for our products and any order
postponements and cancellations by our customers;
- adverse changes in our pricing, or that of our competitors;
- higher than anticipated costs of development or production of new
equipment models;
- the availability and cost of key components for our products;
- market acceptance of our new products and upgraded versions of our
products;
- our announcement of, or perception by others that we will introduce,
new or upgraded products, which could delay customers from
purchasing our products;
- the timing of acquisitions; and
- our competitors' introduction of new products.
Many of our expenses, such as research and development and selling, general and
administrative expenses, do not vary directly with our net sales. As a result, a
decline in our net sales would adversely affect our operating results. In
addition, if we were to incur additional expenses in a quarter in which we did
not experience comparable increased net sales, our operating results would
decline. Factors that could cause our expenses to fluctuate from period to
period include:
- the timing and extent of our research and development efforts;
- severance and other costs of relocating facilities or resizings in
market downturns; and
- inventory writeoffs due to obsolesence.
Because our revenues and operating results are volatile and difficult to
predict, we believe that period-to-period comparisons of our operating results
are not a good indication of our future performance.
THE SEMICONDUCTOR INDUSTRY AS A WHOLE IS VOLATILE, AS ARE OUR FINANCIAL
RESULTS
Our operating results are significantly affected by the capital expenditures of
semiconductor manufacturers and assemblers worldwide. Expenditures by
semiconductor manufacturers and assemblers depend on the current and anticipated
market demand for semiconductors and products that use semiconductors, such as
personal computers, telecommunications, consumer electronics and automotive
goods. Any significant downturn in the market for
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<PAGE> 27
semiconductor devices or in general economic conditions would likely reduce
demand for our products and adversely affect our business, financial condition
and operating results.
Historically, the semiconductor industry has been volatile with sharp periodic
downturns and slowdowns. These downturns have been characterized by, among other
things, diminished product demand, excess production capacity and accelerated
erosion of selling prices. This has severely and negatively affected the
industry's demand for capital equipment, including the assembly equipment that
we manufacture and market and, to a lesser extent, the packaging materials that
we sell. These downturns and slowdowns have adversely affected our operating
results. In the 1998 downturn, for example, our net sales declined from
approximately $501.9 million in fiscal 1997 to $411.0 million in fiscal 1998 and
continued to decline in the first half of fiscal 1999. Downturns in the future
could similarly adversely affect our business, financial condition and operating
results.
THE INTEGRATION OF THE ACQUISITIONS OF CERPROBE CORPORATION AND PROBE TECHNOLOGY
CORPORATION INTO OUR COMPANY'S OPERATING STRUCTURE AND EXPECTED GROWTH RATES FOR
THESE COMPANIES MAY NOT BE REALIZED AND OUR EXPECTED BENEFITS MAY NOT OCCUR
In November 2000 we acquired 100% of the stock of Cerprobe Corporation for
approximately $225.0 million in cash and in December 2000 we acquired 100% of
the stock of Probe Technology Corporation for approximately $65.0 million in
cash. Both Cerprobe and Probe Tech design and manufacture semiconductor test
interconnect solutions. While the test interconnect solutions that Cerprobe and
Probe Tech design, manufacture and market are complimentary to our product
lines, we do not have in-house expertise or knowledge of these products or
markets. We have invested a significant amount of cash to acquire these
companies and will invest a significant amount of management time and effort to
integrate them into the company's operating structure, however, if we are unable
to integrate them successfully or the expected growth rates for these companies
do not occur our business, financial condition and operating results could be
materially affected.
OUR BUSINESS DEPENDS ON ATTRACTING AND RETAINING MANAGEMENT, MARKETING AND
TECHNICAL EMPLOYEES WHO ARE IN GREAT DEMAND
As is the case with all technology companies, our future success depends on our
ability to hire and retain qualified management, marketing and technical
employees. Competition is intense in personnel recruiting in the semiconductor
and semiconductor equipment industries, particularly with respect to some
engineering disciplines. In particular, we have experienced periodic shortages
of software engineers. If we are unable to continue to attract and retain the
technical and managerial personnel we require, our business, financial condition
and operating results could be adversely affected.
WE MAY NOT BE ABLE TO RAPIDLY DEVELOP AND MANUFACTURE NEW AND ENHANCED
PRODUCTS REQUIRED TO MAINTAIN OR EXPAND OUR BUSINESS
We believe that our continued success will depend on our ability to continuously
develop and manufacture or acquire new products and product enhancements on a
timely and cost-effective basis. We also must introduce these products and
product enhancements into the market in response to customers' demands for
higher performance assembly equipment. Our competitors may develop enhancements
to, or future generations of, competitive products that will offer superior
performance, features and lower prices that may render our products
noncompetitive. We may not be able to develop and introduce products
incorporating new technologies in a timely manner or at a price that will
satisfy future customers' needs or achieve market acceptance.
WE MAY NOT BE ABLE TO ACCURATELY FORECAST DEMAND FOR OUR PRODUCT LINES
We typically operate our business with a relatively short backlog and order
supplies and otherwise plan production based on internal forecasts of demand.
Due to these factors, we have in the past, and may again in the future, fail to
accurately forecast demand, in terms of both volume and configuration for either
our current or next-generation wire bonders. This has led to and may in the
future lead to delays in product shipments or, alternatively, an increased risk
of inventory obsolescence. For example, we inaccurately forecasted demand for
the Model 8020 wire bonder in 1998 and consequently recorded writeoffs for
excess inventory. Also, we underestimated the magnitude of the improvement in
the semiconductor industry at the end of fiscal 1999 and the demand for the new
Model 8028 ball bonder; as a result some customer shipments were delayed in
fiscal 2000.
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If we fail to accurately forecast demand for our products, our business,
financial condition and operating results could be materially and adversely
affected.
ADVANCED PACKAGING TECHNOLOGIES OTHER THAN WIRE BONDING MAY RENDER SOME OF OUR
PRODUCTS OBSOLETE AND OUR STRATEGY FOR PURSUING THESE OTHER TECHNOLOGIES MAY BE
COSTLY AND INEFFECTIVE
Advanced packaging technologies have emerged that may improve device performance
or reduce the size of an integrated circuit or IC package, as compared to
traditional die and wire bonding. These technologies include flip chip, chip
scale packaging and tape automated bonding. In general, these advanced
technologies eliminate the need for wires to establish the electrical connection
between a die and its package. For some assemblies, these advanced technologies
have largely replaced wire bonding. However, today most ICs still employ die and
wire bonding technology, and the possible extent, rate and timing of change is
difficult, if not impossible, to predict. In fact, wire bonding has proved more
durable than we originally anticipated, largely because of its reliability and
cost. However, we cannot assure you that the semiconductor industry will not, in
the future, shift a significant part of its volume into advanced packaging
technologies, such as those discussed above. Presently, Intel, Motorola, IBM and
Advanced Micro Devices, for example, have developed flip chip technologies for
internal use, and a number of other companies are also increasing their
investments in advanced packaging technologies. If a significant shift to
advanced technologies were to occur, demand for our wire bonders and related
packaging materials would diminish.
One component of our strategy is to develop the capacity to use advanced
technologies to allow us to compete in those portions of the market that
currently use these advanced technologies and to prepare for any eventual
decline in the use of wire bonding technology. There are a number of risks
associated with our strategy to diversify into new technologies:
- The technologies that we have invested in represent only some of the
advanced technologies that may one day supercede wire bonding;
- Other companies are developing similar or alternative advanced
technologies;
- Wire bonding may continue as the dominant technology for longer than
we anticipate;
- The cost of developing advanced technologies may be significantly
greater than we expect; and
- We may not be able to develop the necessary technical, research,
managerial and other related skills to develop, produce, market and
support these advanced technologies.
As a result of these risks, we cannot assure you that any of our attempts to
develop alternative technologies will be profitable or that we will be able to
realize the benefits that we anticipate from them.
BECAUSE WE HAVE A SMALL NUMBER OF PRODUCTS, A DECLINE IN DEMAND FOR, OR THE
PRICE OF, ANY OF OUR PRODUCTS COULD CAUSE OUR REVENUES TO DECLINE SIGNIFICANTLY
Historically, our wire bonders have comprised at least 55% of our net sales. If
demand for, or pricing of, our wire bonders declines because our competitors
introduce superior or lower cost systems, the semiconductor industry changes or
because of other occurrences beyond our control, our business, financial
condition and operating results would be materially and adversely affected.
BECAUSE A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR NEARLY ALL OUR SALES, OUR
REVENUES COULD DECLINE IF WE LOSE ANY SIGNIFICANT CUSTOMER
The semiconductor manufacturing industry is highly concentrated, with a
relatively small number of large semiconductor manufacturers and subcontract
assemblers purchasing a substantial portion of semiconductor assembly equipment
and packaging materials. Sales to our five largest customers accounted for
approximately 41.4% of our fiscal 1998 net sales, 31.7% of our fiscal 1999 net
sales and 41.9% of our fiscal 2000 net sales. In fiscal 2000, sales to Advanced
Semiconductor Engineering accounted for 15.3 % of the Company's net sales and
sales to Amkor Technologies accounted for 10.1% of the Company's net sales. In
fiscal 1999 no customer accounted for more than 10% of total net sales but in
fiscal 1998, sales to Intel accounted for 17.6% of the Company's net sales.
26
<PAGE> 29
We expect that sales of our products to a limited number of customers will
continue to account for a high percentage of our net sales for the foreseeable
future. If we lose orders from a significant customer, or if a significant
customer reduces its orders substantially, these losses or reductions will
adversely affect our business, financial condition and operating results.
WE DEPEND ON A SMALL NUMBER OF SUPPLIERS FOR MATERIALS AND, IF OUR SUPPLIERS DO
NOT DELIVER THEIR PRODUCTS TO US, WE MAY BE UNABLE TO DELIVER OUR PRODUCTS TO
OUR CUSTOMERS
Our products are complex and require materials, components and subassemblies of
an exceptionally high degree of reliability, accuracy and performance. We rely
on subcontractors to manufacture many of the components and subassemblies for
our products and we rely on sole source suppliers for some material components.
Our reliance involves a number of significant risks, including:
- loss of control over the manufacturing process;
- changes in our manufacturing processes, dictated by changes in the
market, that have delayed our shipments;
- our inadvertent use of defective or contaminated materials;
- the relatively small operations and limited manufacturing resources
of some of our contractors and suppliers, which may limit their
ability to manufacture and sell subassemblies, components or parts
in the volumes we require and at quality levels and prices we can
accept;
- reliability and quality problems we experience with certain key
subassemblies provided by single source suppliers; and
- delays in the delivery of subassemblies, which, in turn, have caused
delays in some of our shipments.
If we are unable to deliver products to our customers on time for these or any
other reasons, or if we do not maintain acceptable product quality or
reliability in the future, our business, financial condition and operating
results would be materially and adversely affected.
WE ARE EXPANDING AND DIVERSIFYING OUR OPERATIONS, AND IF WE FAIL TO MANAGE OUR
EXPANDING AND MORE DIVERSE OPERATIONS SUCCESSFULLY, OUR BUSINESS AND FINANCIAL
RESULTS MAY BE MATERIALLY AND ADVERSELY AFFECTED
In recent years, we have broadened our product offerings to include
significantly more packaging materials. Although our strategy is to diversify
our products and services, we may not be able to develop, acquire, introduce or
market new products in a timely or cost-effective manner and the market may not
accept any new or improved products we develop, acquire, introduce or market.
Our diversification into new lines of business and our expansion through
acquisitions and alliances has increased, and is expected to continue to
increase, demand on our management, financial resources and information and
internal control systems. Our success depends in significant part on our ability
to manage and integrate acquisitions, joint ventures and other alliances and to
continue to implement, improve and expand our systems, procedures and controls.
If we fail to do this at a pace consistent with the development of our business,
our business, financial condition and operating results would be materially and
adversely affected.
As we seek to expand our operations, we expect to encounter a number of risks,
which will include:
- risks associated with hiring additional management and other
critical personnel;
- risks associated with adding equipment and capacity; and
- risks associated with increasing the scope, geographic diversity and
complexity of our operations.
In addition, sales and servicing of packaging materials and advanced
technologies require different organizational and managerial skills than sales
of traditional wire bonding technology. We cannot assure you that we will be
able to develop
27
<PAGE> 30
the necessary skills to successfully produce and market these different
products.
WE SELL MOST OF OUR PRODUCTS TO CUSTOMERS LOCATED OUTSIDE OF THE U.S. AND WE
HAVE SUBSTANTIAL MANUFACTURING OPERATIONS LOCATED OUTSIDE OF THE U.S., BOTH
OF WHICH SUBJECT US TO RISKS FROM CHANGES IN TRADE REGULATIONS, CURRENCY
FLUCTUATIONS, POLITICAL INSTABILITY AND WAR
Approximately 80% of our net sales for fiscal 1998, 83% of our net sales for
fiscal 1999 and 91% of our net sales for fiscal 2000 were attributable to sales
to customers for delivery outside of the United States. We expect our sales
outside of the United States to continue to represent a substantial portion of
our future revenues. Our future performance will depend, in significant part, on
our ability to continue to compete in foreign markets, particularly in Asia.
Asian economies have been highly volatile, resulting in significant fluctuation
in local currencies, and political and economic instability. These conditions
may continue or worsen, which could materially and adversely affect our
business, financial condition and operating results. In addition, we rely on
non-U.S. suppliers for materials and components used in the equipment that we
sell. We also maintain substantial manufacturing operations in countries other
than the United States, including operations in Israel and Singapore. As a
result, a major portion of our business is subject to the risks associated with
international commerce such as, risks of war and civil disturbances or other
events that may limit or disrupt markets; expropriation of our foreign assets;
longer payment cycles in foreign markets; international exchange restrictions;
the difficulties of staffing and managing dispersed international operations;
tariff and currency fluctuations; changing political conditions; foreign
governments' monetary policies; and less protective foreign intellectual
property laws.
Because most of our foreign sales are denominated in United States dollars, an
increase in value of the United States dollar against foreign currencies,
particularly the Japanese yen, will make our products more expensive than those
offered by some of our foreign competitors. Our ability to compete overseas in
the future could be materially and adversely affected by a strengthening of the
United States dollar against foreign currencies.
The ability of our international operations to prosper also will depend, in
part, on a continuation of current trade relations between the United States and
foreign countries in which our customers operate and in which our subcontractors
have assembly operations. A change toward more protectionist trade legislation
in either the United States or foreign countries in which we do business, such
as a change in the current tariff structures, export compliance or other trade
policies, could adversely affect our ability to sell our products in foreign
markets.
OUR SUCCESS DEPENDS IN PART ON OUR INTELLECTUAL PROPERTY, WHICH WE MAY BE
UNABLE TO PROTECT
Our success depends in part on our proprietary technology. To protect this
technology, we rely principally on contractual restrictions (such as
nondisclosure and confidentiality agreements) in our agreements with employees,
vendors, consultants and customers and on the common law of trade secrets and
proprietary "know-how." We secondarily rely, in some cases, on patent and
copyright protection, which may become more important to us as we expand our
investment in advanced packaging technologies. We may not be successful in
protecting our technology for a number of reasons, including:
- Our competitors may independently develop technology that is similar
to or better than ours;
- Employees, vendors, consultants and customers may not abide by their
contractual agreements, and the cost of enforcing those agreements
may be prohibitive, or those agreements may prove to be
unenforceable or more limited than we anticipate;
- Foreign intellectual property laws may not adequately protect our
intellectual property rights; and
- Our patent and copyright claims may not be sufficiently broad to
effectively protect our technology; patents or copyrights may be
challenged, invalidated or circumvented; and we may otherwise be
unable to obtain adequate protection for our technology.
In addition, our partners in joint ventures and alliances may also have rights
to technology we develop through those joint ventures and alliances. If we are
unable to protect our technology, we could weaken our competitive position or
face significant expense to protect or enforce our intellectual property rights.
28
<PAGE> 31
THIRD PARTIES MAY CLAIM WE ARE INFRINGING ON THEIR INTELLECTUAL PROPERTY, WHICH
COULD CAUSE US TO INCUR SIGNIFICANT LITIGATION COSTS OR OTHER EXPENSES, OR
PREVENT US FROM SELLING SOME OF OUR PRODUCTS
The semiconductor industry is characterized by rapid technological change, with
frequent introductions of new products and technologies. As a result, industry
participants often develop products and features similar to those introduced by
others, increasing the risk that their products and processes may give rise to
claims that they infringe on the intellectual property of others. We may
unknowingly infringe on the intellectual property rights of others and incur
significant liability for that infringement. If we are found to infringe on the
intellectual property rights of others, we could be enjoined from continuing to
manufacture, market or use the affected product, or be required to obtain a
license to continue manufacturing or using the affected product. A license could
be very expensive to obtain or may not be available at all. Similarly, changing
our products or processes to avoid infringing the rights of others may be costly
or impractical.
Occasionally, third parties assert that we are, or may be, infringing on or
misappropriating their intellectual property rights. In these cases, we will
defend against claims or negotiate licenses where we consider these actions
appropriate. Intellectual property cases are uncertain and involve complex legal
and factual questions. If we become involved in this type of litigation, it
could consume significant resources and divert our attention from our business.
Some of our customers have received notices of infringement from the Lemelson
Medical, Education and Research Foundation Limited Partnership (the "Lemelson
Foundation"), alleging that equipment we have supplied to our customers, and
processes this equipment performs, infringes on patents held by the Lemelson
Foundation. These notices increased substantially in 1998, the year in which the
Lemelson Foundation settled its suit against the Ford Motor Company, and entered
into license agreements with Ford, GM and Chrysler. Since the settlement, a
number of our customers, including Intel, have been sued by the Lemelson
Foundation.
Some of our customers have requested that we defend and indemnify them against
the Lemelson Foundation's claims or contribute to any settlement the customer
reaches with the Lemelson Foundation. We have received opinions from our outside
patent counsel with respect to various Lemelson Foundation patents. We are not
aware that any equipment we market or that any process performed by our
equipment infringes on the Lemelson Foundation patents and we do not believe
that the Lemelson Foundation matter or any other pending intellectual property
claim against us will materially and adversely affect our business, financial
condition or operating results. The ultimate outcome of any infringement or
misappropriation claim affecting us is uncertain, however, and we cannot assure
you that our resolution of this litigation will not materially and adversely
affect our business, financial condition and operating results.
OTHER RISKS
ANTI-TAKEOVER PROVISIONS IN OUR ARTICLES OF INCORPORATION AND BYLAWS AND
PENNSYLVANIA LAW MAY DISCOURAGE OTHER COMPANIES FROM ATTEMPTING TO ACQUIRE US
Some provisions of our articles of incorporation and bylaws and of Pennsylvania
law may discourage some transactions where we would otherwise experience a
change in control. For example, our articles of incorporation and bylaws contain
provisions that:
- classify our Board of Directors into four classes, with one class
being elected each year;
- permit our Board to issue "blank check" preferred stock without
shareholder approval; and
- prohibit us from engaging in some types of business combinations
with a holder of 20% or more of our voting securities without
super-majority board or shareholder approval.
Further, under the Pennsylvania Business Corporation Law, because our bylaws
provide for a classified Board of Directors, shareholders may only remove
directors for cause. These provisions and some provisions of the Pennsylvania
Business Corporation Law could delay, defer or prevent us from experiencing a
change in control and may adversely affect our common stockholders' voting and
other rights.
29
<PAGE> 32
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
At September 30, 2000, we had a non-trading investment portfolio of fixed income
securities, excluding those classified as cash and cash equivalents, of $101.5
million (see Note 5 of the Company's Consolidated Financial Statements). These
securities, like all fixed income instruments, are subject to interest rate and
exchange rate risk and may fall in value if market rates change. If market
interest rates were to increase immediately and uniformly by 10% from levels as
of September 30, 2000, the fair market value of the portfolio would decline by
approximately $600,000. We also had investments in equity securities of $1.3
million at September 30, 2000 of which 100% of the portfolio is vulnerable to
market risk.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated Financial Statements of Kulicke and Soffa Industries, Inc.
and Cerprobe Corporation listed in the index appearing under Item 14 (a)(1)(a),
(b) and (c) herein are filed as part of this Report.
30
<PAGE> 33
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders
of Kulicke and Soffa Industries, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a)(1)(a) on page 86 present fairly, in all material
respects, the financial position of Kulicke and Soffa Industries, Inc. and its
subsidiaries at September 30, 2000 and September 30, 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended September 30, 2000 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedule listed in the index appearing under Item 14 (a)(2)
on page 86 presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 16, 2000, except as to Note 15, which is as of November 30, 2000 and
December 8, 2000, and Note 16, which is as of December 22, 2000
31
<PAGE> 34
KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30,
------------------------
1999 2000
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents (including time
deposits: 1999 - $912; 2000 - $503) $ 37,155 $ 211,489
Short-term investments 2,190 105,130
Accounts and notes receivable (less allowance for doubtful
accounts: 1999 - $1,727; 2000 - $4,355) 136,047 188,485
Inventories, net 61,782 74,034
Prepaid expenses and other current assets 9,906 9,748
Refundable income taxes 2,934 --
Deferred income taxes 11,071 --
--------- ---------
TOTAL CURRENT ASSETS 261,085 588,886
Property, plant and equipment, net 67,485 83,867
Intangible assets, primarily goodwill (net of accumulated amortization:
1999 - $10,276; 2000 - $13,781) 44,637 41,724
Investments in and loans to joint ventures 2,940 --
Other assets 1,998 8,375
--------- ---------
TOTAL ASSETS $ 378,145 $ 722,852
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable and current portion of long-term debt $ 1,178 $ 1,026
Accounts payable 61,962 62,513
Accrued expenses 27,210 51,935
Income taxes payable 3,604 10,724
--------- ---------
TOTAL CURRENT LIABILITIES 93,954 126,198
Long term debt -- 175,000
Other liabilities 4,373 7,967
Deferred Taxes -- 4,148
Minority interest 5,042 4,197
--------- ---------
TOTAL LIABILITIES 103,369 317,510
--------- ---------
COMMITMENTS AND CONTINGENCIES (Note 13)
SHAREHOLDERS' EQUITY:
Preferred stock, without par value:
Authorized - 5,000 shares; issued - none -- --
Common stock, without par value:
Authorized - 200,000 shares; issued and
outstanding: 1999 - 46,978; 2000 - 48,716 160,108 189,766
Retained earnings 117,018 220,263
Accumulated other comprehensive loss (2,350) (4,687)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 274,776 405,342
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 378,145 $ 722,852
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
32
<PAGE> 35
KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------
1998 1999 2000
--------- --------- ---------
<S> <C> <C> <C>
Net sales $ 411,040 $ 398,917 $ 899,273
Cost of goods sold 274,207 285,382 573,177
--------- --------- ---------
Gross profit 136,833 113,535 326,096
Selling, general and administrative 83,854 86,226 136,179
Research and development, net 48,715 37,188 50,135
Resizing costs 7,472 5,918 (2,548)
Asset impairment 948 -- 3,871
Purchased in-process research and development -- 3,935 --
--------- --------- ---------
Income (loss) from operations (4,156) (19,732) 138,459
Interest income 5,776 3,762 12,418
Interest expense (262) (215) (7,699)
Equity in loss of joint ventures (8,715) (10,000) (1,221)
--------- --------- ---------
Income (loss) before taxes (7,357) (26,185) 141,957
Provision (benefit) for income tax (1,917) (8,221) 40,149
--------- --------- ---------
Income (loss) before minority interest (5,440) (17,964) 101,808
Minority interest in net loss of subsidiary -- 1,018 1,437
--------- --------- ---------
Net income (loss) $ (5,440) $ (16,946) $ 103,245
========= ========= =========
Net income (loss) per share:
Basic $ (0.12) $ (0.36) $ 2.15
Diluted $ (0.12) $ (0.36) $ 1.90
Weighted average shares outstanding:
Basic 46,602 46,846 47,932
Diluted 46,602 46,846 56,496
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
33
<PAGE> 36
KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------
1998 1999 2000
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (5,440) $ (16,946) $ 103,245
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating activities:
Depreciation and amortization 13,250 15,989 24,260
Tax benefit from exercise of stock options 115 180 12,444
Provision for doubtful accounts 29 812 2,758
Provision for impairment of assets 948 -- 3,871
Deferred taxes (1,087) (8,463) 15,219
Provision for inventory reserves 4,132 1,200 6,978
Equity in loss of joint ventures 8,715 10,000 1,221
Minority interest in net loss of subsidiary -- (1,018) (1,437)
Purchased in-process research and development -- 3,935 --
Loss on write off and disposal of property and equipment 1,484 1,566 --
Non-cash employee benefits 2,240 1,662 2,437
Changes in working capital accounts, net of effect
of acquired businesses:
Accounts receivable 38,937 (66,833) (55,490)
Inventories (6,103) (14,700) (19,267)
Prepaid expenses and other assets (912) (4,801) 153
Refundable income taxes (5,270) 2,336 2,934
Accounts payable and accrued expenses (24,568) 36,182 25,289
Taxes payable (4,561) (42) 7,120
Other, net (185) 1,012 2,362
--------- --------- ---------
Net cash provided by (used in) operating activities 21,724 (37,929) 134,097
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases (proceeds) from investments classified
as available-for-sale, net (22,283) 28,075 (103,046)
Purchases of plant and equipment (16,062) (10,891) (38,304)
Purchase of X-LAM technology -- (8,000) --
Proceeds from sale of property and equipment 436 -- --
Investments in and loans to joint ventures (14,500) (10,912) (2,152)
--------- --------- ---------
Net cash used in investing activities (52,409) (1,728) (143,502)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from debt offering -- -- 168,985
Payments on borrowings, including capitalized leases (808) (192) --
Proceeds from issuances of common stock 385 280 14,777
--------- --------- ---------
Net cash provided by (used in) financing activities (423) 88 183,762
--------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (19) 246 (23)
--------- --------- ---------
CHANGE IN CASH AND CASH EQUIVALENTS (31,127) (39,323) 174,334
CASH AND CASH EQUIVALENTS AT:
BEGINNING OF YEAR 107,605 76,478 37,155
--------- --------- ---------
END OF YEAR $ 76,478 $ 37,155 $ 211,489
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
34
<PAGE> 37
KULICKE AND SOFFA INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
Accumulated
Common Stock Other
------------------------ Retained Comprehensive Shareholders'
Shares Amount Earnings Income (Loss) Equity
--------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Balances at September 30, 1997 46,474 $ 155,246 $ 139,404 $ (2,723) $ 291,927
Employer contribution to the 401K plan 178 2,240 -- -- 2,240
Exercise of stock options 82 385 -- -- 385
Tax benefit from exercise of stock options -- 115 -- -- 115
Components of comprehensive income:
Net loss -- -- (5,440) -- (5,440)
Translation adjustment -- -- -- (1,433) (1,433)
Unrealized gain on investments, net -- -- -- 116 116
------------
Total comprehensive loss (6,757)
--------- --------- --------- ------------- ------------
Balances at September 30, 1998 46,734 157,986 133,964 (4,040) 287,910
Employer contribution to the 401K plan 168 1,662 -- -- 1,662
Exercise of stock options 76 280 -- -- 280
Tax benefit from exercise of stock options -- 180 -- -- 180
Components of comprehensive income:
Net loss -- -- (16,946) -- (16,946)
Translation adjustment -- -- -- 2,622 2,622
Unrealized loss on investments, net -- -- -- (115) (115)
Realized gain on investments included in
net loss, net -- -- -- (49) (49)
Minimum pension liability (net taxes of $413) -- -- -- (768) (768)
------------
Total comprehensive loss (15,256)
--------- --------- --------- ------------- ------------
Balances at September 30, 1999 46,978 160,108 117,018 (2,350) 274,776
EMPLOYER CONTRIBUTION TO THE 401K PLAN 94 2,437 -- -- 2,437
EXERCISE OF STOCK OPTIONS 1,644 14,777 -- -- 14,777
TAX BENEFIT FROM EXERCISE OF STOCK OPTIONS -- 12,444 -- -- 12,444
COMPONENTS OF COMPREHENSIVE INCOME:
NET INCOME -- -- 103,245 -- 103,245
TRANSLATION ADJUSTMENT -- -- -- (884) (884)
UNREALIZED LOSS ON INVESTMENTS, NET -- -- -- (20) (20)
MINIMUM PENSION LIABILITY (NET OF TAXES
OF $772) -- -- -- (1,433) (1,433)
------------
TOTAL COMPREHENSIVE INCOME 100,908
--------- --------- --------- ------------- ------------
BALANCES AT SEPTEMBER 30, 2000 48,716 $ 189,766 $ 220,263 $ (4,687) $ 405,342
========= ========= ========= ============= ============
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
35
<PAGE> 38
KULICKE AND SOFFA INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements include the accounts of Kulicke and
Soffa Industries, Inc. and its subsidiaries (the "Company"), with appropriate
elimination of intercompany balances and transactions.
Nature of Business - The Company manufactures capital equipment and packaging
materials used in the assembly of semiconductors. The Company's operating
results primarily depend upon the capital expenditures of semiconductor
manufacturers and subcontract assemblers worldwide which, in turn, depend on the
current and anticipated market demand for semiconductors and products utilizing
semiconductors. The semiconductor industry historically has been highly volatile
and experienced periodic downturns and slowdowns which have had a severe
negative effect on the semiconductor industry's demand for semiconductor capital
equipment, including assembly equipment manufactured and marketed by the Company
and, to a lesser extent, packaging materials such as those sold by the Company.
These downturns and slowdowns have also adversely affected the Company's
operating results. The Company believes such volatility will continue to
characterize the industry and the Company's operations in the future.
The semiconductor and semiconductor equipment industries are subject to rapid
technological change and frequent new product introductions and enhancements.
The Company invests substantial amounts in research and development to
continuously develop and manufacture new products and product enhancements in
response to demands for higher performance assembly equipment. In addition, the
Company continuously pursues investments in alternative packaging technologies.
The Company's inability to successfully develop new products and product
enhancements or to effectively manage the introduction of new products into the
marketplace could have a material adverse effect on the Company's results of
operations, financial condition and liquidity.
Management Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The more significant areas involving the use of
estimates in these financial statements include allowances for uncollectible
accounts receivable, reserves for excess and obsolete inventory, warranties,
carrying value and lives of fixed assets, goodwill and intangible assets,
valuation allowances for deferred tax assets and deferred tax liabilities for
unrepatriated earnings. Actual results could differ from those estimated.
Vulnerability to Certain Concentrations - Financial instruments which may
subject the Company to concentration of credit risk at September 30, 2000 and
1999 consist primarily of investments and trade receivables. The Company manages
credit risk associated with investments by investing its excess cash in
investment grade debt instruments of the U.S. Government, financial institutions
and corporations. The Company has established investment guidelines relative to
diversification and maturities designed to maintain safety and liquidity. These
guidelines are periodically reviewed and modified to take advantage of trends in
yields and interest rates. The Company's trade receivables result primarily from
the sale of semiconductor equipment, related accessories and replacement parts
and packaging materials to a relatively small number of large manufacturers in a
highly concentrated industry. The Company continually assesses the financial
strength of its customers to reduce the risk of loss. Accounts receivable at
September 30, 2000 and 1999 included notes receivable of $4.0 million and
$10,000 respectively. Writeoffs of uncollectible accounts have historically been
insignificant.
Sales to a relatively small number of customers account for a significant
percentage of the Company's net sales. In fiscal 2000, sales to Advanced
Semiconductor Engineering accounted for 15.3% of the Company's net sales and
sales to Amkor Technologies accounted for 10.1% of the Company's net sales. In
fiscal 1999, no customer accounted for more than 10% of net sales. However, in
fiscal 1998, sales to Intel accounted for 17.6% of the Company's net sales. The
Company expects sales of its products to a limited number of customers will
continue to account for a high percentage of net sales for the foreseeable
future. At September 30, 2000, Advanced Semiconductor Engineering accounted for
14.4% of total accounts receivable. No other customer accounted for more than
10% of total accounts receivable at September 30, 2000. The reduction or loss of
orders from a significant customer could adversely affect the Company's
business, financial condition, operating results and cash flows.
36
<PAGE> 39
The Company relies on subcontractors to manufacture to the Company's
specifications many of the components or subassemblies used in its products.
Certain of the Company's products require components or parts of an
exceptionally high degree of reliability, accuracy and performance for which
there are only a limited number of suppliers or for which a single supplier has
been accepted by the Company as a qualified supplier. If supplies of such
components or subassemblies were not available from any such source and a
relationship with an alternative supplier could not be promptly developed,
shipments of the Company's products could be interrupted and re-engineering of
the affected product could be required. Such disruptions could have a material
adverse effect on the Company's results of operations.
Cash Equivalents - The Company considers all highly liquid investments with
original maturities of three months or less when purchased to be cash
equivalents.
Investments - Investments, other than cash equivalents, are classified as
"trading," "available-for-sale" or "held-to-maturity", in accordance with SFAS
115, and depending upon the nature of the investment, its ultimate maturity date
in the case of debt securities, and management's intentions with respect to
holding the securities. Investments classified as "trading" are reported at fair
market value, with unrealized gains or losses included in earnings. Investments
classified as available-for-sale are reported at fair market value, with net
unrealized gains or losses reflected as a separate component of shareholders'
equity (accumulated other comprehensive income (loss)). Investments classified
as held-to-maturity are reported at amortized cost. Realized gains and losses
are determined on the basis of specific identification of the securities sold.
Inventories - Inventories are stated at the lower of cost (determined on the
basis of first-in, first-out) or market. Due to the volatility of demand for
capital equipment and the rapid technological change in the semiconductor
industry, the Company is vulnerable to risks of excess and obsolete inventory.
The Company generally provides reserves for equipment inventory considered to be
in excess of 6 months of forecasted future demand and provides reserves for
spare part and consumables inventory considered to be in excess of 18 months of
forecasted future demand.
Property, Plant and Equipment - Property, plant and equipment are carried at
cost. The cost of additions and those improvements which increase the capacity
or lengthen the useful lives of assets are capitalized while repair and
maintenance costs are expensed as incurred. Depreciation and amortization are
provided on a straight-line basis over the estimated useful lives as follows:
buildings 25 to 40 years; machinery and equipment 3 to 8 years; and leasehold
improvements are based on the shorter of the life of lease or life of asset.
Purchased computer software costs related to business and financial systems are
amortized over a five year period on a straight-line basis.
In accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," the carrying value of
long-lived assets, including goodwill, is evaluated whenever changes in
circumstances indicate the carrying amount of such assets may not be
recoverable. In performing such review for recoverability, the Company compares
the expected future cash flows to the carrying value of long-lived assets and
identifiable intangibles. If the anticipated undiscounted future cash flows are
less than the carrying amount of such assets, the Company recognizes an
impairment loss for the difference between the carrying amount of the assets and
their estimated fair value. If an asset being tested for recoverability was
acquired in a business combination accounted for using the purchase method, the
excess of cost over fair value of net assets that arose in that transaction is
allocated to the assets being tested for recoverability on a pro rata basis
using the relative fair values of the long-lived assets and identifiable
intangibles acquired at the acquisition date.
Depreciation expense was $20.1 million, $13.1 million, and $10.9 million for the
fiscal years ended September 30, 2000, 1999 and 1998, respectively. When assets
are retired or otherwise disposed of, the assets and related accumulated
depreciation accounts are adjusted accordingly, and any resulting gain or loss
is recorded in current operations.
Intangible Assets - Goodwill resulting from acquisitions accounted for using the
purchase method is amortized on a straight-line basis over the estimated period
to be benefited by the acquisitions ranging from five to twenty years. The
weighted average life of the goodwill recorded by the Company on September 30,
2000 was 15.5 years. The Company accounts for impairment of goodwill in
accordance with SFAS No. 121, as discussed above. In connection with the
Company's resizing efforts in fiscal 1998, the Company discontinued certain die
bonder products which the Company had acquired in 1994, and recorded an
impairment to goodwill of $948,000.
Foreign Currency Translation - The U.S. dollar is the functional currency for
all subsidiaries except the Company's subsidiaries in Japan, Korea, the
Philippines, Thailand, Switzerland and Taiwan. Gains and losses resulting from
the translation of functional currency financial statement amounts into U.S.
dollars are not included in determining net income but are accumulated in the
cumulative translation adjustment account as a separate component of
shareholders' equity (accumulated other comprehensive
37
<PAGE> 40
income (loss)), in accordance with SFAS No. 52. Cumulative translation
adjustments are not adjusted for income taxes as they relate to indefinite
investments in non-U.S. subsidiaries. Gains and losses resulting from foreign
currency transactions are included in the determination of net income. Net
exchange and transaction gains (losses) were $1.0 million, $13,000 and
($147,000), for the fiscal years ended September 30, 2000, 1999 and 1998,
respectively.
Revenue Recognition - Sales are recorded upon shipment of products or
performance of services. Provisions for estimated product returns, warranty and
installation costs are accrued in the period of sale recognition. In December
1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements". The
SAB summarizes certain of the Staff's views in applying generally accepted
accounting principles to revenue recognition in the financial statements. The
Company is required to begin reporting changes to our revenue recognition policy
in the fourth quarter of fiscal year 2001. Accordingly, any shipments previously
reported as revenue, including revenue reported for the first three quarters of
fiscal 2001, that do not meet SAB 101's guidance will be recorded as revenue in
future periods. Changes in our revenue recognition policy resulting from the
interpretation of SAB 101 would not involve the restatement of prior fiscal year
statements, but would, to the extent applicable, be reported as a change in
accounting principle in the fiscal year ended September 30, 2001, with the
appropriate restatement of interim periods as required by SFAS No. 3 "Reporting
Accounting Changes in Interim Financial Statements." The Company's reported
results of operations for the 12 months ending September 30, 2001 may include a
cumulative adjustment for all prior annual and interim periods including an
adjustment for revenue in the first quarter of fiscal 2001 as if SAB 101 had
been adopted on October 1, 2000. We are currently assessing the full impact of
SAB 101 on our reported financial results.
Research and Development Arrangements - The Company receives funding from
certain customers and government agencies pursuant to contracts or other
arrangements for the performance of specified research and development
activities. Such amounts are recognized as a reduction of research and
development expense when specified activities have been performed. During fiscal
2000, 1999 and 1998, reductions to research and development expense related to
such funding totaled $1.1 million, $1.3 million and $1.7 million, respectively.
Income Taxes - Deferred income taxes are determined using the liability method
in accordance with SFAS No. 109, "Accounting for Income Taxes." No provision is
made for U.S. income taxes on the portion of undistributed earnings of foreign
subsidiaries which are indefinitely reinvested in foreign operations.
Environmental Expenditures - Future environmental remediation expenditures are
recorded in operating expenses when it is probable that a liability has been
incurred and the amount of the liability can be reasonably estimated. Accrued
liabilities do not include claims against third parties and are not discounted.
Earnings Per Share - Earnings per share is calculated in accordance with SFAS
No. 128, "Earnings Per Share". Basic earnings per share includes only the
weighted average number of common shares outstanding during the period. Diluted
earnings per share includes the weighted average number of common shares and the
dilutive effect of stock options and other potentially dilutive securities
outstanding during the period. On June 26, 2000, the Company's Board of
Directors approved a two-for-one stock split of its common stock. Pursuant to
the stock split, each shareholder of record at the close of business on July 17,
2000 received one additional share for each common share held at the close of
business on that date. The additional shares were distributed on July 31, 2000.
All prior period earnings per share amounts have been restated to reflect the
two-for-one stock split. See Note 12.
Accounting for Stock-based Compensation - The Company accounts for stock option
grants using the "intrinsic value method" prescribed by Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"),
and discloses the pro forma effect on net income and earnings per share as if
the fair value method had been applied to stock option grants, in accordance
with SFAS 123, "Accounting For Stock-Based Compensation". See Note 8.
Reporting Comprehensive Income - In fiscal 1999, the Company adopted SFAS 130,
"Reporting Comprehensive Income" ("SFAS 130"), which establishes standards for
reporting and display of comprehensive income and its components (revenues,
expenses, gains and losses) in a full set of general purpose financial
statements. The comprehensive income and related cumulative equity impact of
comprehensive income items are required to be reported in a financial statement
that is displayed with the same prominence as other financial statements. The
impact of foreign currency translation adjustments, minimum pension liability
adjustments and unrealized gains or losses on securities available-for-sale are
considered to be components of the Company's comprehensive income under the
requirements of SFAS 130.
38
<PAGE> 41
Segment Disclosure - In fiscal 1998, the Company adopted SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"). SFAS 131 supersedes SFAS No. 14, Financial Reporting for Segments of a
Business Enterprise, replacing the "industry segment" approach with the
"management" approach. The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source of the Company's reportable segments. SFAS
131 also requires disclosure about products and services, geographic areas, and
major customers. The adoption of SFAS 131 did not affect results of operations
or financial position but did affect the disclosure of segment information (see
"Segment Information" Note 11).
Derivative Instruments and Hedging Activities - In June 1998, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133, as amended by SFAS No. 138, is effective for fiscal years
beginning after June 15, 2000. The standard requires that all derivative
instruments be recorded on the balance sheet at fair value. Changes in the fair
value of derivatives are recorded in earnings or other comprehensive income,
based on whether the instrument is designated as part of a hedge transaction
and, if so, the type of hedge transaction. The Company will adopt this statement
in the first quarter of 2001. The cumulative effect of adoption was not
material. The impact of SFAS No. 133 on the company's future results will be
dependent upon the fair values of the company's derivatives and related
financial instruments and could result in increased volatility.
Coupons, Rebates and Discounts - In May 2000, the Emerging Issues Task Force
("EITF") issued EITF No. 00-14, "Accounting for Coupons, Rebates and Discounts"
that addressed accounting for sales incentives. The Task Force concluded that in
accounting for cash sales incentives a manufacturer should recognize the
incentive as a reduction of revenue on the later date of the manufacturer's sale
or the date the offer is made to the public. The reduction of revenues should be
measured based on the estimated amount of incentives to be claimed by the
ultimate customers. The Company must adopt this pronouncement in our fourth
quarter of fiscal 2001. Management does not believe the adoption of this
pronouncement will have a material impact on the Company's financial statements.
Shipping and Handling - In September 2000, the Emerging Issues Task Force
("EITF") reached a final consensus on issue EITF No. 00-10, "Accounting for
Shipping and Handling Revenues and Costs." The Task Force concluded that amounts
billed to customers related to shipping and handling should be classified as
revenue. The Company currently classifies shipping and handling revenue as a
reduction of cost of products sold. Further, the Task Force stated that shipping
and handling cost related to this revenue should either be recorded in costs of
goods sold or the Company should disclose where these costs are recorded and the
amount of these costs. The Company must adopt this pronouncement in the fourth
quarter of fiscal 2001. Management does not believe adoption of this
pronouncement will have a material impact on our financial statements.
Stock Compensation - In March 2000, FASB Interpretation, or FIN, No. 44,
"Accounting for Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25," was issued. FIN 44 clarifies the
application of APB No. 25 for certain issues. FIN 44 clarifies the definition of
employee for purposes of applying APB No. 25, the criteria for determining
whether a plan qualifies as a non-compensatory plan, the accounting consequences
of various modifications to the terms of a previously fixed option or award, and
the accounting for an exchange of share compensation awards in a business
combination, among others. FIN 44 was effective July 1, 2000 but certain
conclusions in this interpretation cover specific events that occurred after
either December 15, 1998 or January 12, 2000. FIN 44 did not have a significant
effect on the Company's financial position or results of operations
Reclassifications - Certain amounts in the Company's prior year financial
statements have been reclassified to conform to their presentation in the
current fiscal year.
NOTE 2: RESIZING COSTS
During fiscal 1999, the Company announced plans to relocate its automatic ball
bonder manufacturing from Willow Grove, Pennsylvania to Singapore. As a result,
in fiscal 1999 the Company recorded a charge for severance of $4.0 million for
the elimination of approximately 230 positions and asset writeoffs of $1.6
million. In fiscal 1999, the Company also recorded a charge of $397,000 for
severance for an additional 30 employees related to the reduction in workforce
that began in fiscal 1998. Write-downs of property, plant and equipment were
made where carrying values exceeded the Company's estimate of proceeds from
abandonment or disposal. These estimates were based principally on past
experience of comparable asset disposals.
39
<PAGE> 42
In the fourth quarter of fiscal 2000, the Company reversed into income $2.5
million of the $5.6 million reserve which it established in fiscal 1999 for the
relocation of its automatic ball bonder manufacturing from Willow Grove,
Pennsylvania to Singapore. The reserve was established to reflect provisions for
severance and asset write-off costs resulting from the move. However, due to the
significant increase in demand for microelectronics products the Company
retained engineering and marketing positions which were planned for downsizing.
In addition, the majority of the direct and indirect manufacturing positions
were eliminated through attrition in the workforce. The decision to retain the
engineering and marketing positions in the U.S. and attrition in the workforce
reduced the amount of severance required to be paid compared to the original
estimate and resulted in the reversal of $2.5 million of the reserve. These
relocation activities are now complete.
During fiscal 1998, the Company announced plans to resize its workforce and
discontinue products due to a slowdown in orders for its semiconductor assembly
capital equipment and to a lesser extent for its semiconductor packaging
materials. As a result of the resizing activities, the Company reduced it
worldwide workforce by approximately 21% or 500 employees. The Company recorded
a resizing charge of $7.4 million in 1998 for severance ($4.9 million), product
discontinuation costs ($1.9 million, primarily writeoff of fixed assets and
excess inventory) and other costs ($628,000) and recorded an impairment of
goodwill of $948,000, associated with the 1994 acquisition of certain assets
from Assembly Technologies.
Concurrent with the resizing charge and impairment of goodwill in fiscal 1998,
the Company recorded in 1998 charges in its cost of goods sold of $2.4 million
for excess and obsolete inventory and $1.4 million for excess purchase
commitments resulting from the slowdown in orders for its semiconductor assembly
equipment.
NOTE 3: INVESTMENTS IN JOINT VENTURES
Flip Chip Technologies, LLC
In February 1996, the Company entered into a joint venture agreement with Delco
Electronics Corporation ("Delco") providing for the formation and management of
Flip Chip Technologies, LLC ("FCT"). FCT was formed to license related
technologies and to provide wafer bumping services on a contract basis. The
Company owned a 51.0% equity interest in FCT but participated equally with Delco
in the management of FCT through an Executive Committee. Accordingly, the
Company accounted for its investment in FCT using the equity method, and
recognized its proportionate share of the operating results of the joint venture
on the basis of its ownership interest through September 30, 1998. For the first
eight months of fiscal 1999, the Company recognized 100% of the FCT pre-tax loss
due to the existence of these loans and did not recognize interest income on
loans to FCT due to uncertainties about FCT's ability to obtain additional
financing from Delco and its ability to generate short-term positive cash flow.
Effective May 31, 1999 the Company increased its ownership interest in FCT, from
51.0% to 73.6% by converting all of its outstanding loans and accrued interest
to FCT, which totaled $32.8 million, into equity units and gained operating
control of FCT. The Company accounted for the increase in ownership by the
purchase method of accounting and began consolidating the results of FCT into
the Company's financial statements on June 1, 1999. In fiscal 2000, the Company
invested an additional $5.0 million in FCT and increased its percentage of
ownership to 76.9%.
The Company has recorded goodwill, since May 31, 1999, of $5.8 million
associated with the increase in ownership of FCT and is amortizing the goodwill
over 10 years.
The Company recorded a pretax loss from FCT operations for the two fiscal years
ended September 30, 1999 as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
FISCAL YEAR ENDED SEPTEMBER 30,
1998 1999(1)
------- -------
<S> <C> <C>
Equity in loss of joint venture $ 8,715 $ 9,163
Consolidated with operations
of the Company -- 3,003
------- -------
Pretax loss from FCT operations $ 8,715 $12,166
======= =======
</TABLE>
(1) After minority interest
40
<PAGE> 43
Unaudited pro forma operating results of the Company for fiscal 1998 and 1999,
assuming the increase in ownership of FCT took place at the beginning of fiscal
1998, are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
FISCAL YEAR ENDED SEPTEMBER 30,
1998 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
Net sales $ 415,382 $ 418,157
Net loss (8,719) (16,268)
Net loss per share - diluted (0.19) (0.35)
</TABLE>
The pro forma operating results reflected above are not necessarily indicative
of the future operating results of the Company.
Advanced Polymer Solutions
In September 1998, the Company entered into a joint venture agreement with
Polyset Company, Inc. ("Polyset") providing for the formation and management of
Advanced Polymer Solutions, LLC ("APS") to develop, manufacture and market
advanced polymer materials for semiconductor and microelectronic packaging end
users. In the fourth quarter of fiscal 2000, the Company and its joint venture
partner decided not to devote additional capital to this venture and to dissolve
the joint venture. The Company recorded an asset impairment of $3.9 million
representing the write-off of the Company's remaining investment in APS. The
Company invested $6.0 million in APS and reported pre-tax losses of $837,000 in
fiscal 1999 and $1.2 million in fiscal 2000. The Company has no further
obligations or commitments to the joint venture.
NOTE 4: PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT
Purchased in-process research and development represents the value assigned in a
purchase business combination to research and development projects of the
acquired business that were commenced but not yet completed at the date of
acquisition, for which technological feasibility has not been established and
which have no alternative future use in research and development activities or
otherwise. In accordance with Statement of Financial Accounting Standards No. 2,
"Accounting for Research and Development Costs," as interpreted by
Interpretation No. 4, amounts assigned to purchased in-process research and
development meeting the above criteria must be charged to expense at the date of
consummation of the purchase business combination.
In January 1999, the Company purchased enabling technology and fixed assets used
in the design, development, manufacture, marketing and sale of laminate
substrates (the "X-LAM technology") for $8.0 million. The Company has allocated
the majority of the purchase price to intangible assets, including in-process
research and development. The portion of the purchase price allocated to
in-process research and development was charged to expense in fiscal 1999. The
other purchased intangibles include core technology and assembled workforce.
These intangibles are being amortized over their estimated useful lives of 1 to
5 years.
The Company allocated the purchase price as follows:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
In-process research and development $ 3,935
Core technology 3,447
Property, plant and equipment 513
Assembled workforce 105
-------
Total $ 8,000
=======
</TABLE>
The Company obtained an independent valuation of the purchased in-process
research and development. The income valuation approach was used to determine
the fair value of the in-process research and development. The Company estimated
that the purchased technology was 60% complete and the technology would be
marketable in fiscal 2000 and would generate positive cash flow beginning in
fiscal 2001. These estimates are subject to change, given uncertainties of the
development process, and no assurance can be given that deviations from these
estimates will not occur.
41
<PAGE> 44
NOTE 5: INVESTMENTS
At September 30, 2000 and 1999, no short-term investments were classified as
trading or held-to-maturity. Investments, excluding cash equivalents, consisted
of the following at September 30, 1999 and 2000:
(in thousands)
<TABLE>
<CAPTION>
September 30, 1999 SEPTEMBER 30, 2000
--------------------- -----------------------------------
Unrealized UNREALIZED
Fair Gains/ Cost FAIR GAINS/ COST
Available-for-sale: Value (Losses) Basis VALUE (LOSSES) BASIS
------------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Equity securities $ -- $ -- $ -- $ 1,266 $ 53 $ 1,213
Corporate debt securities -- -- -- 101,49 (105) 101,599
Adjustable rate notes 2,190 (74) 2,264 2,370 -- 2,370
-------- -------- -------- -------- -------- --------
Short-term investments
classified as available
for sale $ 2,190 $ (74) $ 2,264 $105,130 $ (52) $105,182
======== ======== ======== ======== ======== ========
</TABLE>
After-tax unrealized losses of $68,000 (net of taxes of $37,000) and $48,000
(net of taxes of $26,000) were recorded as direct adjustments to shareholders'
equity at September 30, 2000 and September 30, 1999, respectively. In fiscal
2000 the Company purchased $196.5 million of securities it classified as
available-for-sale and sold $93.4 million of available-for-sale securities.
NOTE 6: BALANCE SHEET COMPONENTS
<TABLE>
<CAPTION>
(IN THOUSANDS)
SEPTEMBER 30,
----------------------
INVENTORIES 1999 2000
-------- --------
<S> <C> <C>
Raw materials and supplies $ 35,981 $ 50,394
Work in process 24,033 22,687
Finished goods 16,696 17,194
-------- --------
76,710 90,275
Inventory reserves (14,928) (16,241)
-------- --------
$ 61,782 $ 74,034
======== ========
</TABLE>
<TABLE>
<CAPTION>
(IN THOUSANDS)
SEPTEMBER 30,
------------------------
PROPERTY, PLANT AND EQUIPMENT: 1999 2000
--------- ---------
<S> <C> <C>
Land $ 1,453 $ 1,602
Buildings and building improvements 21,608 23,481
Machinery and equipment 105,148 129,684
Leasehold improvements 15,960 20,496
--------- ---------
144,169 175,263
Accumulated depreciation (76,684) (91,396)
--------- ---------
$ 67,485 $ 83,867
========= =========
</TABLE>
Accrued expenses at September 30, 2000 included $16.4 million for accrued wages,
incentives and vacations and $13.0 million for customer advances for the future
delivery of parts and services. Accrued expenses at September 30, 1999 included
$12.1 million for accrued wages, incentives and vacations. No other accrued
expenses were significant.
NOTE 7: DEBT OBLIGATIONS
At September 30, 2000, the Company had a short-term debt obligation of $1.0
million reflecting debt due to Delco, the 23.1% owner of FCT.
At September 30 2000, the Company had a $60.0 million revolving credit facility
which expires on March 26, 2003. At September 30, 2000, the Company had no cash
borrowings outstanding under the credit facility, but had utilized $1.1 million
42
<PAGE> 45
of availability under the credit facility to support letters of credit issued as
security deposits for its new manufacturing facility in Singapore and its new
X-LAM facility. The revolving credit facility provided for borrowings
denominated in either U.S. dollars or foreign currencies. Borrowings in U.S.
dollars bear interest either at a Base Rate (defined as the greater of the prime
rate minus 1/4% or the federal funds rate plus 1/2%) or, at a LIBOR Rate
(defined as LIBOR plus 0.4% to 0.8%, depending on the Company's leverage ratio).
Foreign currency borrowings bear interest at a LIBOR Rate, as defined above,
applicable to the foreign currency.
The revolving credit facility was guaranteed by certain of the Company's
domestic subsidiaries and required the Company to maintain certain financial
covenants including a leverage ratio and an interest coverage ratio or liquidity
ratio. The revolving credit facility also limited the Company's ability to
mortgage, pledge or dispose of a material portion of its assets and imposes
restrictions on the Company's investments and acquisitions. There were no
borrowings under this bank credit facility during fiscal 2000.
In December 1999, the Company issued $175.0 million of convertible subordinated
notes. The notes are general obligations of the Company and subordinated to all
senior debt. The notes bear interest at 4 3/4%, are convertible into the
Company's common stock at $22.8997 per share and mature on December 15, 2006.
There are no financial covenants associated with the notes and there are no
restrictions on paying dividends, incurring additional debt or issuing or
repurchasing the Company's securities. Interest on the notes will be paid on
June 15 and December 15 of each year. The Company may redeem the notes in whole
or in part at any time after December 18, 2002 at prices ranging from 102.714%
at December 19, 2002 to 100.0% at December 15, 2006.
Interest paid on the Company's debt obligations totaled $4.3 million, $215,000
and $262,000 in fiscal 2000, 1999 and 1998, respectively.
NOTE 8: SHAREHOLDERS' EQUITY
Common Stock
In fiscal 2000, the Company's common stock increased by $14.8 million reflecting
the proceeds from the exercise of employee and director stock options and
increased by $12.4 million due to a tax benefit associated with the exercise of
the stock options. The Company's common stock increased due to the issuance of
common stock as matching contributions to the Company's 401(k) saving plan by
$2.4 million, $1.7 million and $2.2 million in fiscal 2000, 1999 and 1998,
respectively.
Stock Option Plans
The Company has six employee stock option plans covering substantially all
employees (the "Employee Plans") pursuant to which options have been or may be
granted at 100% of the market price of the Company's Common Stock on the date of
grant. Options may no longer be granted under three of the plans. Options
granted under the Employee Plans are exercisable at such dates as are determined
in connection with their issuance, but not later than ten years after the date
of grant.
The following summarizes all employee stock option activity for the three years
ended September 30, 2000:
<TABLE>
<CAPTION>
(OPTION AMOUNTS IN THOUSANDS)
SEPTEMBER 30,
-------------------------------------------------------------------
1998 1999 2000
------------------- -------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
------- -------- ------- -------- ------- --------
(SHARE AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Options outstanding at
beginning of period 2,144 $ 7.53 4,360 $ 8.99 5,732 $10.17
Granted or reissued 2,600 10.32 1,670 12.90 106 27.78
Exercise (82) 4.81 (76) 3.77 (1,480) 9.16
Terminated or canceled (302) 11.18 (222) 9.81 (249) 12.57
----- ------ ------ ------
Options outstanding at
end of period 4,360 8.99 5,732 10.17 4,109 10.82
===== ====== ======
Options exercisable at
end of period 634 6.90 1,404 8.29 1,250 9.13
===== ====== ======
</TABLE>
43
<PAGE> 46
The following table summarizes information concerning currently outstanding and
exercisable employee options at September 30, 2000:
(OPTION AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------------- ----------------------------
(SHARE AMOUNTS IN THOUSANDS) (SHARE AMOUNTS IN THOUSANDS)
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
RANGE OF REMAINING AVERAGE AVERAGE
EXERCISE NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
PRICES OUTSTANDING LIFE PRICE EXERCISABLE PRICE
--------------- ----------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ 1.31 - $ 1.97 53 1.3 $ 1.52 53 $ 1.52
$ 1.98 - $ 4.42 130 4.0 4.03 130 4.03
$ 4.43 - $ 6.63 469 5.5 5.99 188 5.97
$ 6.64 - $ 9.95 1,258 7.5 6.72 392 6.72
$ 9.96 - $14.92 1,552 8.8 12.89 318 12.89
$14.93 - $22.38 559 6.2 17.89 169 17.42
$22.39 - $32.06 88 8.9 $29.23 0 $ 0.00
------------ -----------
4,109 7.4 $10.82 1,250 $ 9.13
============ ===========
</TABLE>
The Company also maintains two stock option plans for non-officer directors (the
"Director Plans") pursuant to which options to purchase 5,000 shares of the
Company's Common Stock at an exercise price of 100% of the market price on the
date of grant are issued to each non-officer director each year. Options can no
longer be granted under one of these plans. Options to purchase 298,000 shares
at an average exercise price of $16.46 were outstanding under the Director Plans
at September 30, 2000, of which options to purchase 97,000 shares were currently
exercisable. In fiscal 2000, there were 164,000 options exercised under the
Director Plans at an average exercise price of $8.98.
The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), in accounting for stock
options granted to employees. Under APB 25, the Company generally recognizes no
compensation expense in the income statement with respect to such grants.
Unaudited pro forma information regarding net income and earnings per share is
required by SFAS 123 for options granted after October 1, 1995 as if the Company
had accounted for its stock option grants to employees under the fair value
method of SFAS 123. The fair value of the Company's stock option grants to
employees was estimated using a Black-Scholes option pricing model.
The following assumptions were employed to estimate the fair value of stock
options granted to employees:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
SEPTEMBER 30,
------------------------------
1998 1999 2000
------ ------ ------
<S> <C> <C> <C>
Expected dividend yield $ 0.00 $ 0.00 $ 0.00
Expected stock price volatility 73.00% 74.00% 73.00%
Risk-free interest rate 5.40% 5.84% 5.87%
Expected life (years) 7 8 8
</TABLE>
For pro forma purposes, the estimated fair value of the Company's stock options
to employees is amortized over the options' vesting period. The Company's pro
forma information follows:
<TABLE>
<CAPTION>
(NET INCOME (LOSS) IN THOUSANDS)
FISCAL YEAR ENDED
SEPTEMBER 30,
1998 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Weighted average fair value of options granted $ 15.18 $ 19.92 $ 21.27
Net income (loss) - as reported $(5,440) $(16,946) $103,245
Net income (loss) - unaudited pro forma $(8,040) $(20,499) $ 94,634
Net income (loss) per share- as reported, diluted $ (0.12) $ (.36) $ 1.90
Net income (loss) per share- unaudited pro forma, diluted $ (0.18) $ (.44) $ 1.75
</TABLE>
44
<PAGE> 47
At September 30, 2000, 7.9 million shares were reserved for issuance and 3.7
million shares were available for grant in connection with the Employee Plans
and 968,000 shares were reserved for issuance and 670,000 shares were available
for grant in connection with a Director Plan.
NOTE 9: EMPLOYEE BENEFIT PLANS
The Company has a non-contributory defined benefit pension plan covering
substantially all U.S. employees who were employed on September 30, 1995. The
benefits for this plan were based on the employees' years of service and the
employees' compensation during the three years before retirement. The Company's
funding policy is consistent with the funding requirements of Federal law and
regulations. Effective December 31, 1995, the benefits under the Company's
pension plan were frozen. As a consequence, accrued benefits no longer change as
a result of an employee's length of service or compensation.
Detailed information regarding the Company's defined benefit pension is as
follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
FISCAL YEAR ENDED SEPTEMBER 30,
--------------------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Change in benefit obligation:
Benefit obligations at beginning of year: $ 11,198 $ 11,802 $ 11,956
Interest cost 840 885 1,008
Benefits paid (405) (407) (497)
Actuarial (gain) loss 169 (324) 1,296
-------- -------- --------
Benefit obligation at end of year $ 11,802 $ 11,956 $ 13,763
======== ======== ========
Change in plan assets:
Fair value of plan assets at beginning of year: $ 10,372 $ 10,542 $ 11,201
Actual return on plan assets 490 1,066 (92)
Employer contributions 85 -- 1,782
Benefits paid (405) (407) (497)
-------- -------- --------
Fair value of assets at end of year $ 10,542 $ 11,201 $ 12,394
======== ======== ========
Reconciliation of funded status:
Funded status $ (1,260) $ (755) $ (1,369)
Unrecognized actuarial loss 1,749 1,181 3,387
-------- -------- --------
Net amount recognized at year-end $ 489 $ 426 $ 2,018
======== ======== ========
Amount recognized in the statement of financial position consists of:
Accrued benefit liability $ (1,260) $ (755) $ (1,369)
Accumulated other comprehensive income/unrecognized net loss 1,749 1,181 3,387
-------- -------- --------
Net amount recognized at year-end $ 489 $ 426 $ 2,018
======== ======== ========
Components of net periodic benefit cost:
Interest Cost $ 840 $ 885 $ 1,008
Expected return on plan assets (833) (858) (922)
Recognized actuarial loss 8 36 104
-------- -------- --------
Net periodic benefit cost $ 15 $ 63 $ 190
======== ======== ========
Weighted-average assumptions as of September 30:
Discount rate 7.50% 7.75% 7.75%
Expected long-term rate of return on plan assets 8.00% 8.00% 8.00%
Rate of compensation increase * * *
</TABLE>
* Not applicable due to the December 31, 1995 benefit freeze.
The Company's foreign subsidiaries have retirement plans that are integrated
with and supplement the benefits provided by laws of the various countries. They
are not required to report nor do they determine the actuarial present value of
accumulated benefits or net assets available for plan benefits. The Company
believes these plans are substantially fully funded as to vested benefits. On a
45
<PAGE> 48
consolidated basis, pension expense was $1.3 million, $998,000 and $914,000, in
fiscal 2000, 1999 and 1998, respectively.
The Company has a 401(k) Employee Incentive Savings Plan. This plan allows for
employee contributions and matching Company contributions in varying
percentages, depending on employee age and years of service, ranging from 30% to
175% of the employees' contributions. The Company's contributions under this
plan totaled $2.4 million, $1.7 million, and $2.2 million in fiscal 2000, 1999,
and 1998, respectively, and were satisfied by contributions of shares of Company
common stock, valued at the market price on the date of the matching
contribution.
NOTE 10: INCOME TAXES
Income (loss), including minority interest in net income (loss), before income
taxes consisted of the following:
<TABLE>
<CAPTION>
(IN THOUSANDS)
FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------
1998 1999 2000
--------- --------- ---------
<S> <C> <C> <C>
United States operation $ (17,953) $ (43,663) $ 76,851
Foreign operations 10,596 18,496 66,543
--------- --------- ---------
$ (7,357) $ (25,167) $ 143,394
========= ========= =========
</TABLE>
The provision (benefit) for income taxes included the following:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
------------------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ (7,210) $ (2,218) $ 19,988
State 50 50 500
Foreign 4,155 2,410 4,442
Deferred:
Federal 840 (8,613) 15,219
Foreign 248 150 --
-------- -------- --------
$ (1,917) $ (8,221) $ 40,149
======== ======== ========
</TABLE>
The provision (benefit) for income taxes differed from the amount computed by
applying the statutory federal income tax rate as follows:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SEPTEMBER 30,
------------------------------------
1998 1999 2000
-------- -------- --------
<S> <C> <C> <C>
Computed income tax expense (benefit) based on
U.S. statutory rate $ (2,575) $ (8,808) $ 50,188
Effect of earnings of foreign subsidiaries
subject to different tax rates (289) 603 (206)
Benefits from Israeli and Singapore Approved Enterprise Zones (1,532) (4,509) (12,817)
Benefits of net operating loss and tax credit
carryforwards and change in valuation allowance (951) 4,200 1,566
Non-deductible goodwill amortization 677 677 871
Provision for repatriation of certain foreign
earnings, including foreign withholding taxes 3,298 150 --
Effect of revisions of prior year's estimated taxes (779) (533) --
Other, net 234 (1) 547
-------- -------- --------
$ (1,917) $ (8,221) $ 40,149
======== ======== ========
</TABLE>
Undistributed earnings of certain foreign subsidiaries for which taxes have not
been provided approximate $95.0 million at September 30, 2000. Such
undistributed earnings are considered to be indefinitely reinvested in foreign
operations.
46
<PAGE> 49
Undistributed earnings approximating $73.2 million are not considered to be
indefinitely reinvested in foreign operations. Accordingly, as of September 30,
2000, deferred tax liabilities of $16.4 million including withholding taxes but
net of estimated foreign tax credits, have been provided.
Deferred income taxes are determined based on the differences between the
financial reporting and tax basis of assets and liabilities as measured by the
current tax rates. The net deferred tax balance is composed of the tax effects
of cumulative temporary differences, as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
SEPTEMBER 30,
----------------------
1999 2000
-------- --------
<S> <C> <C>
Repatriation of foreign earnings,
including foreign withholding taxes $ 16,414 $ 16,414
Depreciable assets 2,592 2,748
Prepaid expenses and other 1,541 2,098
-------- --------
Total deferred tax liability 20,547 $ 21,260
-------- --------
Inventory reserves 2,291 2,813
Warranty accrual 655 1,126
Other accruals and reserves 2,298 4,711
Intangible assets 1,446 1,515
Domestic NOL carryforwards 19,430 1,855
Foreign NOL carryforwards 6,359 6,869
Domestic tax credit carryforwards 5,409 6,241
Deferred intercompany profit 1,945 706
-------- --------
39,833 25,836
Valuation allowance (8,215) (8,724)
-------- --------
Total deferred tax asset 31,618 17,112
-------- --------
Net deferred tax asset (liability) $ 11,071 $ (4,148)
======== ========
</TABLE>
Realization of deferred tax assets associated with the net operating loss and
tax credit carryforwards is dependent upon generating sufficient taxable income
prior to their expiration in the respective tax jurisdictions. The Company
believes there is a risk that certain of these tax credit carryforwards may
expire unused and, accordingly, has established certain valuation allowances.
The valuation allowance at September 30, 2000 relates to acquired domestic net
operating loss carryforwards expiring through the year 2010 whose realization is
limited to the U.S. earnings of the acquired company, and foreign net operating
loss carryforwards which are scheduled to expire through the 2005 fiscal year.
Although realization is not assured for the remaining deferred tax assets, the
Company believes it is more likely than not that they will be realized through
future taxable earnings or alternative tax strategies. However, the net deferred
tax assets could be reduced in the near term if the Company's estimates of
taxable income during the carryforward period are significantly reduced or
alternative tax strategies are no longer viable. In the event the tax benefits
relating to acquired net operating loss carryforwards are realized, such
benefits would reduce the recorded amount of goodwill.
The IRS is currently auditing the Company's federal income tax returns for
fiscal 1995, 1996, 1997 and 1998. Management believes sufficient taxes have been
provided in prior years and that the ultimate outcome of the IRS audits will not
have a material adverse impact on the Company's financial position, results of
operations or cash flows.
The Company paid income taxes of $6.3 million, $3.8 million, and $8.8 million,
in fiscal 2000, 1999 and 1998, respectively.
NOTE 11: SEGMENT INFORMATION
The Company evaluates performance of its segments and allocates resources to
them based on income from operations before interest, allocations of corporate
expenses and income taxes.
The Company operates primarily in three industry segments: equipment, packaging
materials and advanced packaging technologies. The equipment business unit
designs, manufactures and markets capital equipment and related spare parts for
use in the semiconductor assembly process. Equipment also services, maintains,
repairs and upgrades assembly equipment. The packaging materials business
designs, manufactures and markets consumable packaging materials for use on the
equipment the company markets as well as on competitors' equipment. The
packaging materials products have different manufacturing processes,
47
<PAGE> 50
distribution channels and a less volatile revenue pattern than the Company's
capital equipment. The Company's investment in APS, recorded under the equity
method of accounting, was considered part of the packaging materials segment.
The advanced packaging technology business unit was established in fiscal 1999
to reflect the Company's strategic initiative to develop new technologies for
advanced semiconductor packaging. This segment is comprised of FCT and the
Company's X-LAM business unit. The products and services of all segments are, or
will be, for sale to semiconductor device manufacturers.
The table below presents information about reported segments:
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADVANCED
PACKAGING PACKAGING CORPORATE,
EQUIPMENT MATERIALS TECHNOLOGY OTHER AND
FISCAL YEAR ENDED SEPTEMBER 30, 2000 SEGMENT SEGMENT SEGMENT ELIMINATIONS CONSOLIDATED
------------------------------------ --------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
NET SALES $ 692,062 $ 185,570 $ 21,641 $ -- $ 899,273
COST OF GOODS SOLD 419,732 130,548 22,897 -- 573,177
--------- --------- --------- --------- ---------
GROSS PROFIT 272,330 55,022 (1,256) -- 326,096
OPERATING EXPENSES 122,792 29,005 19,096 15,421 186,314
RESIZING COSTS (2,548) -- -- -- (2,548)
ASSET IMPAIRMENT -- 3,871 -- -- 3,871
--------- --------- --------- --------- ---------
INCOME FROM OPERATIONS $ 152,086 $ 22,146 $ (20,352) $ (15,421) $ 138,459
========= ========= ========= ========= =========
EQUITY IN LOSS OF JOINT VENTURES $ -- $ (1,221) $ -- $ -- $ (1,221)
========= ========= ========= ========= =========
SEGMENT ASSETS $ 258,529 $ 97,366 $ 44,957 $ 322,000 $ 722,852
CAPITAL EXPENDITURES 13,830 8,021 16,453 -- 38,304
DEPRECIATION EXPENSE 9,923 3,897 6,301 -- 20,121
</TABLE>
<TABLE>
<CAPTION>
ADVANCED
PACKAGING PACKAGING CORPORATE,
EQUIPMENT MATERIALS TECHNOLOGY OTHER AND
FISCAL YEAR ENDED SEPTEMBER 30, 1999 SEGMENT SEGMENT SEGMENT ELIMINATIONS CONSOLIDATED
------------------------------------ --------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net sales $ 269,854 124,450 $ 4,613 $ -- $ 398,917
Cost of goods sold 188,958 90,326 6,098 -- 285,382
--------- --------- --------- --------- ---------
Gross profit 80,896 34,124 (1,485) -- 113,535
Operating expenses 86,239 23,500 5,314 8,361 123,414
Resizing costs 5,918 -- -- -- 5,918
Purchased in-process research and development -- -- -- 3,935 3,935
--------- --------- --------- --------- ---------
Income (loss) from operations $ (11,261) $ 10,624 $ (6,799) $ (12,296) $ (19,732)
========= ========= ========= ========= =========
Equity in loss of joint ventures $ -- $ (837) $ (9,163) $ -- $ (10,000)
========= ========= ========= ========= =========
Segment assets $ 200,837 $ 86,398 $ 37,560 $ 53,350 $ 378,145
Capital expenditures 6,522 2,136 2,233 -- 10,891
Depreciation expense 7,339 3,951 1,814 -- 13,104
</TABLE>
48
<PAGE> 51
<TABLE>
<CAPTION>
PACKAGING CORPORATE,
EQUIPMENT MATERIALS OTHER AND
FISCAL YEAR ENDED SEPTEMBER 30, 1998 SEGMENT SEGMENT ELIMINATIONS CONSOLIDATED
------------------------------------ --------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 302,107 $ 108,933 $ -- $ 411,040
Cost of goods sold 191,948 82,259 -- 274,207
--------- --------- --------- ---------
Gross profit 110,159 26,674 -- 136,833
Operating expenses 101,099 22,829 8,641 132,569
Resizing costs 5,984 1,724 712 8,420
--------- --------- --------- ---------
Income (loss) from operations $ 3,076 $ 2,121 $ (9,353) $ (4,156)
========= ========= ========= =========
Equity in loss of joint ventures $ -- $ -- $ (8,715) $ (8,715)
========= ========= ========= =========
Segment assets $ 129,568 $ 78,318 $ 134,698 $ 342,584
Capital expenditures 12,809 3,253 -- 16,062
Depreciation expense 7,285 3,611 -- 10,896
</TABLE>
Intersegment sales are immaterial. Operating expenses identified as Corporate,
Other and Eliminations consist entirely of corporate expenses. Assets identified
as Corporate, Other and Eliminations consist of all cash and short-term
investments of the Company and corporate income tax assets.
The Company's market for its products is worldwide. The table below presents
destination sales to unaffiliated customers and long-lived assets by country:
(IN THOUSANDS)
<TABLE>
<CAPTION>
DESTINATION LONG-LIVED
FISCAL YEAR ENDED SEPTEMBER 30, 2000 SALES ASSETS
------------------------------------ ---------- ----------
<S> <C> <C>
TAIWAN $282,395 $ 1,316
PHILIPPINES 102,517 683
SINGAPORE 90,438 81,939
UNITED STATES 83,480 242,322
MALAYSIA 78,002 147
KOREA 74,696 264
JAPAN 58,962 27,834
HONG KONG 40,079 691
ISRAEL 4,066 31,411
ALL OTHER 84,638 14,245
-------- --------
$899,273 $400,852
======== ========
</TABLE>
<TABLE>
<CAPTION>
DESTINATION LONG-LIVED
FISCAL YEAR ENDED SEPTEMBER 30, 1999 SALES ASSETS
------------------------------------ ----------- -----------
<S> <C> <C>
Taiwan $ 93,317 $ 606
United States 69,353 230,337
Singapore 44,642 48,653
Philippines 42,607 656
Malaysia 40,172 127
Japan 19,262 13,738
Hong Kong 19,096 4,875
Israel 1,007 20,300
All other 69,461 5,503
-------- --------
$398,917 $324,795
======== ========
</TABLE>
49
<PAGE> 52
<TABLE>
<CAPTION>
DESTINATION LONG-LIVED
FISCAL YEAR ENDED SEPTEMBER 30, 1998 SALES ASSETS
------------------------------------ ----------- ----------
<S> <C> <C>
Taiwan $ 82,957 $ 660
United States 82,053 123,308
Philippines 70,675 796
Malaysia 63,817 149
Singapore 18,932 39,095
Korea 15,205 309
Hong Kong 14,815 6,863
Israel 1,397 24,834
All other 61,189 11,872
-------- --------
$411,040 $207,886
======== ========
</TABLE>
Sales to a relatively small number of customers account for a significant
percentage of the Company's net sales. In fiscal 2000, sales to Advanced
Semiconductor Engineering accounted for 15.3% of the Company's net sales and
sales to Amkor Technologies accounted for 10.1% of the Company's net sales. In
fiscal 1999 no customer accounted for more than 10% of total net sales. However,
in fiscal 1998, sales to Intel accounted for 17.6% of the Company's net sales.
The Company expects that sales of its products to a limited number of customers
will continue to account for a high percentage of net sales for the foreseeable
future.
NOTE 12: OTHER FINANCIAL DATA
Maintenance and repairs expense totaled $3.1 million, $2.6 million, and $3.6
million for fiscal 2000, 1999, and 1998, respectively. Warranty and retrofit
expense was $8.8 million, $4.6 million, and $4.8 million for fiscal 2000, 1999
and 1998, respectively.
Rent expense for fiscal 2000, 1999 and 1998 was $3.6 million, $3.2 million, and
$3.0 million, respectively.
A reconciliation of weighted average shares outstanding-basic to the weighted
average shares outstanding-diluted appears below:
<TABLE>
<CAPTION>
(shares in thousands)
Fiscal Year Ended September 30,
------------------------------
1998 1999 2000
------ ------ ------
<S> <C> <C> <C>
Weighted average shares outstanding - Basic 46,602 46,846 47,932
Potentially dilutive securities:
Employee stock options * * 2,469
4-3/4% Convertible Subordinate Debt N/A N/A 6,095
------ ------ ------
Weighted average shares outstanding - Diluted 46,602 46,846 56,496
====== ====== ======
</TABLE>
The after-tax interest expense recognized by the Company in fiscal 2000
associated with the convertible subordinated notes that was added back to net
income in order to compute diluted net income per share was $4.3 million.
* Due to the Company's net loss for the fiscal years ended September 30,
1999 and September 30, 1998, all potentially dilutive securities are deemed to
be antidilutive. The weighted average number of shares for potentially dilutive
securities (employee and director stock options) was 666,000 in fiscal 1999 and
366,000 in fiscal 1998.
NOTE 13: COMMITMENTS AND CONTINGENCIES
The Company has obligations under various operating leases, primarily for
manufacturing and office facilities, which expire periodically through 2006.
Minimum rental commitments under these leases (excluding taxes, insurance,
maintenance and repairs, which are also paid by the Company), are as follows:
$5.7 million in 2001; $4.9 million in 2002; $3.0 million in 2003; $1.9 million
in 2004; $2.0 million in 2005 and $1.2 million thereafter.
From time to time, third parties assert that the Company is, or may be,
infringing or misappropriating their intellectual property rights. In such
cases, the Company will defend against claims or negotiate licenses where
considered appropriate. In addition, certain of the Company's customers have
received notices of infringement from the Lemelson Medical, Education and
Research Foundation Limited Partnership (the "Lemelson Foundation"), alleging
that equipment supplied by the Company, and processes performed by such
equipment, infringe on patents held by the Lemelson Foundation. This activity
increased substantially in 1998,
50
<PAGE> 53
the year in which the Lemelson Foundation settled its suit against the Ford
Motor Company, and entered into License Agreements with Ford, GM and Chrysler.
Since the settlement, a number of the Company's customers, including Intel, have
been sued by the Lemelson Foundation. Certain customers have requested that the
Company defend and indemnify them against the claims of the Lemelson Foundation
or to contribute to any settlement the customer reaches with the Lemelson
Foundation. The Company has received opinions from its outside patent counsel
with respect to certain of the Lemelson Foundation patents. The Company is not
aware that any equipment marketed by the Company, or process performed by such
equipment, infringe on the Lemelson Foundation patents in question and does not
believe that the Lemelson Foundation matter or any other pending intellectual
property claim will have a material adverse effect on its business, financial
condition, operating results or cash flows. However, the ultimate outcome of any
infringement or misappropriation claim affecting the Company is uncertain, and
there can be no assurances that the resolution of these matters will not have a
material adverse effect on the Company's business, financial condition,
operating results or cash flows.
The Israeli government has funded a portion of the research and development
costs related to certain products. The Company is contingently liable to repay
such funding through royalties to the Israeli government. Royalty payments are
due only upon sale of the funded products, are computed at varying rates from 2%
to 5% of such sales and are limited to the amounts received from the Israeli
government. Royalty payments to the Israeli government for the fiscal years
ended September 30, 2000, 1999 and 1998 totaled $9,000, $4,000, and $286,000,
respectively. At September 30, 2000, the Company was contingently liable for
royalties approximating $3.4 million related to potential future product sales.
The U.S. Customs Service has conducted an assessment of the Company's compliance
with Customs Regulations for the fiscal year ended September 30, 1998 and has
concluded that $201,000 of duty was not paid. They also concluded that for the
fiscal years ended September 30, 1996, 1997 and 1999 unpaid duty amounted to
$568,000. The Company has paid the total assessed duty of $769,000 and may be
assessed a penalty on the unpaid duty. The amount of the assessed penalty and
amount ultimately to be paid is unknown at this time, but could range from 0 to
8 times the assessed duty.
51
<PAGE> 54
NOTE 14: SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Financial information pertaining to quarterly results of operations follows:
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED FIRST SECOND THIRD FOURTH
SEPTEMBER 30, 2000: QUARTER QUARTER QUARTER QUARTER TOTAL
-------------------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
NET SALES $179,849 $222,153 $268,258 $229,013 $899,273
GROSS PROFIT 59,912 75,600 101,278 89,306 326,096
INCOME FROM OPERATIONS(1)(2) 17,116 29,834 52,348 39,161 138,459
INCOME BEFORE MINORITY INTEREST
AND INCOME TAXES 17,346 30,417 52,628 41,566 141,957
INCOME TAX EXPENSE 4,978 8,564 14,858 11,749 40,149
MINORITY INTEREST IN NET LOSS 433 169 437 398 1,437
-------- -------- -------- -------- --------
NET INCOME $ 12,801 $ 22,022 $ 38,207 $ 30,215 $103,245
======== ======== ======== ======== ========
NET INCOME PER SHARE:
BASIC $ 0.27 $ 0.47 $ 0.79 $ 0.62 $ 2.15
DILUTED $ 0.26 $ 0.40 $ 0.67 $ 0.54 $ 1.90
</TABLE>
<TABLE>
<CAPTION>
Year ended First Second Third Fourth
September 30, 1999: Quarter Quarter Quarter Quarter Total
------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales $ 61,175 $ 73,561 $ 110,806 $ 153,375 $ 398,917
Gross profit 16,176 21,025 30,374 45,960 113,535
Income (loss) from operations(1)(3) (10,282) (17,087) (776) 8,413 (19,732)
Income (loss) before minority interest
and income taxes (12,663) (21,109) (1,224) 8,811 (26,185)
Income tax expense (benefit) (3,800) (6,333) (283) 2,195 (8,221)
Minority interest in net loss 282 736 1,018
---------- --------- --------- --------- ---------
Net income (loss) $ (8,863) $ (14,776) $ (659) $ 7,352 $ (16,946)
========= ========= ========= ========= =========
Net income (loss) per share:
Basic $ (0.19) $ (0.32) $ (0.01) $ .16 $ (0.36)
Diluted $ (0.19) $ (0.32) $ (0.01) $ .15 $ (0.36)
</TABLE>
(1) Represents net sales less costs and expenses but before net interest
expense, equity in loss of joint ventures and other expense.
(2) Results for the fourth quarter of fiscal 2000 include the benefit from the
reversal of $2.5 million of the severance reserve established in fiscal
1999 for the termination of employees in the United States as a result of
the move of the manufacturing of the Company's automatic ball bonders to
Singapore and a charge of $3.9 million for the write-off of the Company's
investment in Advanced Polymer Solutions, LLC
(3) Results for the first quarter of fiscal 1999 include a charge of $397,000
for severance in connection with the resizing of the Company's work-force
begun in fiscal 1998. Results of the second quarter include a one-time
charge of $5.6 million for severance and asset write-offs in connection
with the move of ball bonder manufacturing to Singapore and a charge of
$3.9 million for purchased in-process research and development in
connection with the purchase of the X-LAM technology.
52
<PAGE> 55
NOTE 15: SUBSEQUENT EVENT - ACQUISITIONS (UNAUDITED)
On November 30, 2000, the Company completed its tender offer for 100% of the
outstanding shares of Cerprobe Corporation ("Cerprobe") for $20 per share. The
total purchase price, including transaction costs, of Cerprobe was approximately
$225.0 million, payable in cash. On December 8, 2000 the Company purchased all
the outstanding shares of Probe Technology Corporation ("Probe Tech") for
approximately $65.0 million, including transaction costs, payable in cash. Both
Cerprobe and Probe Tech design and manufacture semiconductor test interconnect
solutions. The acquisitions will be recorded using the purchase method of
accounting and accordingly the purchase price will be allocated to the tangible
and intangible assets acquired and liabilities assumed on the basis of their
fair values on the acquisition dates, as determined by management. The Company
received a waiver of a bank covenant under its bank revolving credit facility,
which limited the amount the Company could spend on acquisitions, in order to
complete the Cerprobe and Probe Tech acquisitions. The Company borrowed $55.0
million under its bank revolving credit facility to partially fund the purchase
of Probe Tech. These two companies will be merged together to create a test
division and will be disclosed as a separate business segment for financial
reporting purposes.
Pro forma operating results for the twelve months ended September 30, 2000
assuming the acquisition of Cerprobe was consummated on October 1, 1999 appear
below. This unaudited pro forma information is presented for illustrative
purposes only and is not necessarily indicative of the operating results that
would have occurred if the transaction had been consummated at the date
indicated, nor is it necessarily indicative of the future operating results of
the combined businesses. The proforma results do not give effect to the
acquisition of Probe Tech as the impact is not material. The pro forma results
of operations combine the Company's audited results with Cerprobe's results for
the twelve months ended September 30, 2000, and give effect to the preliminary
allocation of the purchase price, which may subsequently change.
<TABLE>
<CAPTION>
UNAUDITED PROFORMA
COMBINED OPERATING RESULTS
TWELVE MONTHS ENDED SEPTEMBER 30, 2000
---------------------------------------
(in thousands, except per share amount)
<S> <C>
Net sales $1,009,809
Net income $ 79,880
Diluted net income per share $ 1.49
</TABLE>
NOTE 16: SUBSEQUENT EVENT - BANK FINANCING (UNAUDITED)
On December 22, 2000, the Company entered into a new $60.0 million (reducing to
$40.0 million over a three year period) bank revolving credit facility which
replaced the revolving credit facility that had been in place for several years.
The new facility expires in December 2003. The borrowings are subject to
compliance with financial and other covenants set forth in the revolving credit
documents. Borrowings bear interest either at a Base Rate (defined as the higher
of the prime rate or the federal funds rate plus 1/2%) or, at a LIBOR Rate
(defined as LIBOR plus 1.0% to 2.0%, depending on the ratio of senior debt to
earning before interest, taxes, depreciation and amortization). The new
revolving credit facility is guaranteed by certain of the Company's domestic
subsidiaries and requires the Company maintain certain financial covenants
including a leverage ratio, a liquidity ratio and a minimum net worth
requirement. The new revolving credit facility also limits the Company's ability
to mortgage, pledge or dispose of a material portion of its assets and imposes
restrictions on the Company's investments and acquisitions.
53
<PAGE> 56
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders of
Cerprobe Corporation:
We have audited the accompanying consolidated balance sheets of Cerprobe
Corporation and subsidiaries as of December 31, 1999 and 1998 and the related
consolidated statements of operations, stockholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1999. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Cerprobe Corporation
and subsidiaries as of December 31, 1999 and 1998 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
KPMG LLP
PHOENIX, ARIZONA
FEBRUARY 15, 2000
54
<PAGE> 57
CERPROBE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
----------------------------
1999 1998
----------------------------
<S> <C> <C>
Assets
Current assets:
Cash $ 3,484,045 $ 4,753,696
Short-term investment securities -- 14,305,400
Accounts receivable, net of allowance of $331,009
in 1999 and $333,364 in 1998 12,313,053 8,951,680
Inventories, net 9,728,500 5,303,631
Accrued interest receivable 22,157 102,093
Prepaid expenses 1,107,378 869,382
Income taxes receivable 4,041,140 714,811
Deferred tax asset 2,123,609 446,092
Net assets of discontinued operations -- 1,481,903
----------- -----------
Total current assets 32,819,882 36,928,688
Property, plant, and equipment, net 23,537,021 21,169,934
Intangible assets, net 26,334,157 4,579,035
Other assets 676,485 1,007,917
----------- -----------
Total assets $83,367,545 $63,685,574
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 3,687,143 $ 2,534,997
Accrued expenses 5,584,724 3,075,894
Current portion of notes payable 10,334,878 138,985
Current portion of capital lease obligations 954,957 660,192
Net liabilities of discontinued operations 446,629 --
----------- -----------
Total current liabilities 21,008,331 6,410,068
Notes payable, less current portion 5,200,034 731,555
Capital lease obligations, less current portion 2,454,637 2,472,563
Deferred tax and other liabilities 472,158 7,073
----------- -----------
Total liabilities 29,135,160 9,621,259
----------- -----------
Minority interest 1,115,545 590,465
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.05 par value; authorized 10,000,000
shares; issued and outstanding none -- --
Common stock, $.05 par value; authorized 25,000,000
shares; issued 9,863,245 and outstanding 9,419,052 shares
at December 31, 1999 and issued 8,131,279 and outstanding
7,645,126 shares at December 31, 1998 493,162 406,564
Additional paid-in capital 67,830,701 55,271,200
Retained earnings (deficit) (9,074,938) 3,505,734
Accumulated other comprehensive loss:
Foreign currency translation (236,534) (188,131)
----------- -----------
59,012,391 58,995,367
Treasury stock, at cost, 444,193 shares at December 31,
1999 and 486,153 shares at December 31, 1998 (5,027,278) (5,521,517)
Notes receivable from related parties (868,273) --
----------- -----------
Total stockholders' equity 53,116,840 53,473,850
----------- -----------
Total liabilities and stockholders' equity $83,367,545 $63,685,574
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
55
<PAGE> 58
CERPROBE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------------------------
1999 1998 1997
---------------- -------------- --------------
<S> <C> <C> <C>
Net sales $ 62,655,751 $ 76,207,477 $ 69,012,395
Costs of goods sold 41,637,001 45,052,300 39,251,446
---------------- -------------- --------------
Gross profit 21,018,750 31,155,177 29,760,949
---------------- -------------- --------------
Expenses:
Selling, general, and administrative 21,214,773 18,316,839 16,218,709
Engineering and product development 4,806,971 3,101,082 996,253
In-process research and development 8,815,000 1,568,000 --
Goodwill amortization 785,981 461,301 386,467
---------------- -------------- --------------
Total expenses 35,622,725 23,447,222 17,601,429
---------------- -------------- --------------
Operating income (loss) (14,603,975) 7,707,955 12,159,520
---------------- -------------- --------------
Other income (expense):
Interest income 881,769 1,323,918 348,816
Interest expense (582,135) (269,115) (388,025)
Other, net (527,138) 542,839 323,065
---------------- -------------- --------------
Total other income (expense) (227,504) 1,597,642 283,856
---------------- -------------- --------------
Income (loss) from continuing operations before
minority interest and income taxes (14,831,479) 9,305,597 12,443,376
Minority interest (454,450) (383,637) 29,715
---------------- -------------- --------------
Income (loss) from continuing operations before
income taxes (15,285,929) 8,921,960 12,473,091
Income tax (expense) benefit 2,710,579 (3,685,308) (4,810,167)
---------------- -------------- --------------
Income (loss) from continuing operations (12,575,350) 5,236,652 7,662,924
Discontinued operations:
Loss from operations of SVTR, Inc., net of taxes (5,322) (1,924,820) (5,766,956)
Loss on disposal of SVTR, Inc., net of taxes -- (3,807,740) --
---------------- -------------- --------------
Loss from discontinued operations (5,322) (5,732,560) (5,766,956)
---------------- -------------- --------------
Net income (loss) $ (12,580,672) $ (495,908) $ 1,895,968
================ ============== ==============
Net income (loss) per common share:
Basic:
From continuing operations $ (1.60) $ 0.66 $ 1.14
From discontinued operations -- (0.72) (0.86)
---------------- -------------- --------------
Net income (loss) per common share $ (1.60) $ (0.06) $ 0.28
================ ============== ==============
Weighted average number of common
shares outstanding 7,884,628 7,963,747 6,690,265
================ ============== ==============
Diluted:
From continuing operations $ (1.60) $ 0.63 $ 1.10
From discontinued operations -- (0.69) (0.83)
---------------- -------------- --------------
Net income (loss) per common share $ (1.60) $ (0.06) $ 0.27
================ ============== ==============
Weighted average number of common and
common equivalent shares outstanding 7,884,628 8,251,373 6,982,368
================ ============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
56
<PAGE> 59
CERPROBE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Number of
Number of Preferred
Common Shares Number of
Shares Issued and Treasury Common Preferred Treasury
Issued Outstanding Shares Stock Stock Stock
----------- ----------- --------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 6,027,714 330 -- $301,386 $ 16 $ --
Exercise of stock options 95,265 -- -- 4,763 -- --
Issuance of common stock
for acquisition 175,000 -- -- 8,750 -- --
Issuance of common stock
in secondary offering,
net of issuance cost
of $226,764 1,800,000 -- -- 90,000 -- --
Redemption of preferred stock -- (330) -- -- (16) --
Tax benefit from exercise of
nonqualified stock options -- -- -- -- -- --
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- -- -- --
Net income -- -- -- -- -- --
Total comprehensive income
----------- ----------- --------- -------- --------- -----------
Balance, December 31, 1997 8,097,979 -- -- $404,899 $ -- $ --
Exercise of stock options 31,300 -- -- 1,565 -- --
Expenses of Issuance of
common stock -- -- -- -- -- --
Issuance of common stock
for employee stock
purchase plan -- -- 37,198 -- -- 408,454
Exercise of warrants 2,000 -- (1,551) 100 -- (33,114)
Purchase of treasury stock -- -- (521,800) -- -- (5,968,857)
Tax benefit from exercise of
nonqualified stock options -- -- -- -- -- --
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- -- -- --
Net loss -- -- -- -- -- --
Total comprehensive loss
----------- ----------- --------- -------- --------- -----------
Balance, December 31, 1998 8,131,279 -- (486,153) $406,564 $ -- $(5,521,517)
Exercise of stock options 231,966 -- -- 11,598 -- --
Issuance of common stock
for acquisition 1,500,000 -- -- 75,000 -- --
Issuance of common stock
for employee stock
purchase plan -- -- 41,960 -- -- 494,239
Tax benefit from exercise of
nonqualified stock options -- -- -- -- -- --
Notes receivable from
related parties -- -- -- -- -- --
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- -- -- --
Net loss -- -- -- -- -- --
Total comprehensive loss
----------- ----------- --------- -------- --------- -----------
Balance, December 31, 1999 9,863,245 -- (444,193) $493,162 $ -- $(5,027,278)
=========== =========== ========= ======== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Notes Accumulated
Additional Retained Receivable Other Total
Paid-in Earnings from Related Comprehensive Stockholders'
Capital (Deficit) Parties Income (loss) Equity
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $20,652,290 $ 2,105,674 $ -- $ 42,596 $ 23,101,962
Exercise of stock options 811,702 -- -- -- 816,465
Issuance of common stock
for acquisition 1,662,062 -- -- -- 1,670,812
Issuance of common stock
in secondary offering,
net of issuance cost
of $226,764 37,015,237 -- -- -- 37,105,237
Redemption of preferred stock (5,249,984) -- -- -- (5,250,000)
Tax benefit from exercise of
nonqualified stock options 245,000 -- -- -- 245,000
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- (241,406) (241,406)
Net income -- 1,895,968 -- -- 1,895,968
------------
Total comprehensive income 1,654,562
----------- ------------ ------------ ------------ ------------
Balance, December 31, 1997 $55,136,307 $ 4,001,642 $ -- $ (198,810) $ 59,344,038
Exercise of stock options 204,048 -- -- -- 205,613
Expenses of Issuance of
common stock (178,650) -- -- -- (178,650)
Issuance of common stock
for employee stock
purchase plan (74,519) -- -- -- 405,935
Exercise of warrants 33,014 -- -- -- --
Purchase of treasury stock -- -- -- -- (5,968,857)
Tax benefit from exercise of
nonqualified stock options 151,000 -- -- -- 151,000
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- 10,679 10,679
Net loss -- (495,908) -- -- (495,908)
------------
Total comprehensive loss (485,229)
----------- ------------ ------------ ------------ ------------
Balance, December 31, 1998 55,271,200 $ 3,505,734 $ -- $ (188,131) $ 53,473,850
Exercise of stock options 1,387,065 -- -- -- 1,398,663
Issuance of common stock
for acquisition 11,263,000 -- -- -- 11,338,000
Issuance of common stock
for employee stock
purchase plan (184,564) -- -- -- 309,675
Tax benefit from exercise of
nonqualified stock options 94,000 -- -- -- 94,000
Notes receivable from
related parties -- -- (868,273) -- (868,273)
Comprehensive income (loss):
Foreign currency
translation, net of taxes -- -- -- (48,403) (48,403)
Net loss -- (12,580,672) -- -- (12,580,672)
------------
Total comprehensive loss (12,629,075)
----------- ------------ ------------ ------------ ------------
Balance, December 31, 1999 $67,830,701 $ (9,074,938) $ (868,273) $ (236,534) $ 53,116,840
=========== ============ ============ ============ ============
</TABLE>
57
<PAGE> 60
CERPROBE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Years ended December 31,
----------------------------------------------------------
1999 1998 1997
------------------ ------------------ ------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations $(12,575,350) $ 5,236,652 $ 7,662,924
Adjustments to reconcile net income (loss) from continuing operations
to net cash provided by (used in) continuing operations:
Depreciation and amortization 6,068,223 4,676,110 3,546,154
In-process research and development 8,815,000 1,568,000 -
Loss on sale of equipment 184,763 373,245 12,583
Tax benefit from exercise of nonqualified stock options 94,000 151,000 245,000
Deferred income taxes (596,951) (509,174) 8,062
Provision for losses on accounts receivable 4,000 186,585 24,000
Provision for obsolete inventory 180,000 534,000 621,000
Compensation expense - - (33,536)
Income (loss) applicable to minority interest 454,450 383,637 (29,715)
Changes in working capital of continuing operations
Accounts receivable 499,745 571,725 (2,689,975)
Inventories (1,248,621) (736,703) (1,728,051)
Prepaid expenses and other assets (42,877) (72,967) (236,085)
Income taxes receivable (1,224,804) (243,765) (256,949)
Accounts payable and accrued expenses 369,742 (1,359,857) 2,075,238
Accrued income taxes - (108,648) -
Other liabilities (7,073) (9,627) -
------------ ------------ ------------
Net cash provided by continuing operations 974,247 10,640,213 9,220,650
------------ ------------ ------------
Net cash used in discontinued operations (51,500) (1,161,467) (7,558,443)
------------ ------------ ------------
Net cash provided by operating activities 922,747 9,478,746 1,662,207
------------ ------------ ------------
Cash flows from investing activities:
Purchase of property, plant, and equipment (6,339,844) (11,900,133) (6,302,918)
Redemption (purchase) of investment securities 14,305,400 12,695,298 (24,019,378)
Investment in CRPB Investors, L.L.C. 213,620 88,455 107,293
Purchase of OZ Technologies, Inc., net of cash acquired (19,696,966) - -
Purchase of Upsys-Cerprobe, L.L.C., net of cash acquired - (376,366) -
Purchase of Cerprobe Europe S.A.S., net of cash acquired (31,135) (3,230,230) -
Purchase of Cerprobe Interconnect Solutions, Inc., net of cash acquired - - (80,102)
Purchase of SVTR, net of cash acquired - - (2,590,697)
Proceeds from sale of equipment 11,487 15,267 74,683
Payment (issuance) of notes receivable (560,448) - 250,000
------------ ------------ ------------
Net cash used in investing activities (12,097,886) (2,707,709) (32,561,119)
------------ ------------ ------------
Cash flows from financing activities:
Issuance of notes payable 14,436,555 1,661,310 357,010
Redemption of convertible preferred stock - - (5,250,000)
Payments on notes payable (6,261,632) (768,110) (1,856,141)
Net proceeds (costs) from issuance of common stock - (178,650) 37,105,237
Purchase of treasury stock - (5,968,857) -
Net proceeds from employee stock purchase plan 309,675 405,935 -
Net proceeds from exercise of stock options 1,398,663 205,613 816,465
Capital contribution by minority interest partners - - 100,000
------------ ------------ ------------
Net cash provided by (used in) financing activities 9,883,261 (4,642,759) 31,272,571
------------ ------------ ------------
Effect of exchange rates on cash 22,227 (90,072) (241,406)
------------ ------------ ------------
Net increase (decrease) in cash (1,269,651) 2,038,206 132,253
Cash, beginning of period 4,753,696 2,715,490 2,583,237
------------ ------------ ------------
Cash, end of period $ 3,484,045 $ 4,753,696 $ 2,715,490
============ ============ ============
</TABLE>
58
<PAGE> 61
CERPROBE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
<TABLE>
<S> <C> <C> <C>
Supplemental disclosures of cash flow information from continuing operations:
Interest paid $ 582,135 $ 182,133 $ 221,248
============ ========== ===========
Income taxes paid $ 482,597 $2,049,282 $ 2,060,000
============ ========== ===========
Supplemental disclosures of non-cash investing activities:
The Company made acquisitions for $37.9 million, $3.6 million, and $4.5 million
in the years ended December 31, 1999, 1998, and 1997, respectively. The
purchase prices were allocated to the assets acquired and liabilities assumed
based on their fair values as indicated in the notes to the consolidated
financial statements. A summary of the acquisitions is as follows:
Purchase price $ 37,899,135 $3,626,366 $ 4,546,825
Less cash acquired (1,203,034) (19,770) (285,316)
Notes payable issued (5,630,000) - -
Common stock issued (11,338,000) - (1,670,812)
------------ ---------- -----------
Cash invested $ 19,728,101 $3,606,596 $ 2,590,697
============ ========== ===========
Notes receivable from the exercise of stock options from related parties $ 868,273 $ - $ -
============ ========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
59
<PAGE> 62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS
The Company offers comprehensive solutions principally in one segment of
the semiconductor industry - semiconductor test interconnect. The Company
is a leading manufacturer of probe cards, ATE interface assemblies, ATE
test boards, and test sockets/contactors. The Company believes it is the
only company that designs, manufactures, and assembles each of the
electromechanical components that assure the integrity of the electrical
test signal that passes from the ATE to the IC DUT. The Company's products
address critical functions to assure IC quality, reduce manufacturing
costs, improve the accuracy of manufacturing yield data, and identify
repairable memory ICs.
Unless the context indicates otherwise, all references to "Cerprobe" or the
"Company" refer to Cerprobe Corporation and its subsidiaries.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Cerprobe
Corporation and its subsidiaries: Cerprobe Europe Limited, Cerprobe
Europe S.A.S., Cerprobe Asia Holdings Pte Ltd, Cerprobe Interconnect
Solutions, Inc. ("CIS"), SVTR, Inc. ("SVTR"), Cerprobe Japan Co., Ltd,
and OZ Technologies, Inc ("OZ"). All significant intercompany
transactions have been eliminated in consolidation.
Cerprobe Asia Holdings Pte Ltd is a 60% owner of Cerprobe Asia Pte Ltd;
the balance is owned by Asian investors. Cerprobe Asia Pte Ltd's wholly
owned subsidiaries, Cerprobe Singapore Pte Ltd and Cerprobe Taiwan Co.,
Ltd., operate full service sales and manufacturing plants.
In January 1997, the Company acquired all of the outstanding stock of
SVTR, Inc., a company that refurbishes, reconfigures, and services wafer
probing equipment. In the third quarter of 1998, the Company
discontinued operations of SVTR. See Note 17.
In May 1997, the Company entered into a joint venture with Upsys Reseau
Eurisys ("Upsys"), a French company owned by IBM and GAME COGEMA Group, a
French testing and engineering company. The joint venture, called
Upsys-Cerprobe, L.L.C., assembled and repaired Upsys's vertical probe card
that had been distributed by Cerprobe throughout the United States and
Asia. Cerprobe owned 55% of the joint venture and Upsys owned 45%. On June
25, 1998, the Company terminated its distribution agreement with Upsys, and
in connection therewith, Cerprobe purchased Upsys's 45% interest in
Upsys-Cerprobe, L.L.C. Accordingly, the consolidated financial statements
as of and for the years ended December 31, 1999, 1998 and 1997 include the
activities of Upsys-Cerprobe, L.L.C.as a consolidated entity with a
minority interest through June 25, 1998.
In September 1998, the Company acquired France-based Cerprobe Europe S.A.S.
The Company designs, manufactures and distributes probe cards at its
manufacturing plant near Marseilles. Accordingly, the consolidated
financial statements as of and for the year ended December 31, 1998 include
Cerprobe Europe S.A.S.'s activities since the date of acquisition. See Note
18.
In March 1999, the Company formed Cerprobe Japan Co., Ltd. to operate a
sales and distribution facility in Tokyo, Japan.
In December 1999, the Company acquired California-based OZ Technologies,
Inc. The Company offers systems solutions for IC package test and is a
leading designer and producer of high performance test sockets and
contactors. OZ also designs and distributes ATE test boards and burn-in
interfaces and systems. Accordingly, the consolidated financial statements
as of December 31, 1999 and for the year ended December 31, 1999 include OZ
Technologies, Inc.'s activities since the date of acquisition. See Note 18.
60
<PAGE> 63
USE OF ESTIMATES
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities at the balance sheet dates and reporting
of revenues and expenses during the reporting periods to prepare these
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and depreciated using the
straight-line method over the following estimated useful lives:
<TABLE>
<S> <C>
Building 39 years
Manufacturing tools and equipment 3-7 years
Office furniture and equipment 3-7 years
Computer hardware and software 3-5 years
Leasehold improvements Life of lease
</TABLE>
INTANGIBLES
Intangibles consist of a license, goodwill, assembled workforce, patents
and technology.
Goodwill represents the amount by which the cost of businesses purchased
exceeds the fair value of the net assets acquired. Goodwill is amortized
over a period of seven to ten years using the straight-line method.
Assembled workforce represents the amount allocated to an acquired
company's existing personnel infrastructure and is being amortized over
four years using the straight-line method. Patents and technology are
stated at fair market value at the date of acquisition and are amortized
over a period of five to eight years using the straight-line method.
Research and development costs and any costs associated with internally
developed patents, formulas or other proprietary technology are expensed in
the year incurred. The Company continually evaluates whether events and
circumstances have occurred that indicate the remaining estimated useful
lives of intangibles may warrant revision or that the remaining balances
may not be recoverable. When factors indicate that the assets should be
evaluated for possible impairment, the Company uses an estimate of the
undiscounted net cash flows over the remaining life of the assets in
measuring whether the asset is recoverable.
In November 1998, the Company entered into a 10 year manufacturing license
agreement with Feinmetall GmbH to acquire an exclusive non-transferrable
royalty bearing license to manufacture, use, sell, distribute, and repair
ViProbe(R) products. This license covers worldwide territories except
Europe. The license will be amortized over the period in which products are
produced and will not exceed the ten year license term.
INCOME TAXES
The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
FOREIGN CURRENCY TRANSLATION
The financial statements of the Company's Europe, France, and Asia
subsidiaries are translated into U.S. dollars in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency
Translation". Assets and liabilities of the subsidiaries are translated
into U.S. dollars at current exchange rates. Income and expense items are
translated at the average exchange rate for the year. The resulting
translation adjustments are recorded
61
<PAGE> 64
directly as a separate component of stockholders' equity and minority
interest. All transaction gains or losses are recorded in the statement of
operations.
REVENUE RECOGNITION
The Company records revenue when goods are shipped.
STOCK BASED COMPENSATION
In accordance with the provisions of Accounting Principals Board Opinion
No. 25, "Accounting for Stock Issued to Employees," the Company measures
stock-based compensation expense as the excess of the market price at the
grant date over the amount the employee must pay for the stock. The
Company's policy is to grant stock options at fair market value at the date
of grant; accordingly, no compensation expense is recognized. As permitted,
the Company has elected to adopt the pro forma disclosure provisions only
of SFAS No. 123, "Accounting for Stock-Based Compensation."
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to
concentrations of credit risk consists principally of cash, investment
securities, forward currency contracts, and accounts receivable. The
Company invests primarily in U.S. Treasury and government agency securities
and corporate debt securities rated A1 or higher which have minimal credit
risk. The Company places forward currency contracts with high
credit-quality financial instruments in order to minimize credit risk
exposure. Concentrations of credit risk with respect to accounts receivable
are limited due to the Company's large semiconductor industry customer
base.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133, " Accounting for Derivative Instruments and Hedging
Activities", which established standards for the accounting and
reporting for derivative instruments, including certain derivative
instruments embedded in other contracts, and hedging activities. This
statement generally requires recognition of gains and losses on hedging
transactions. As issued, SFAS No. 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. In June
1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133- An Amendment of FASB Statement No. 133, " which
deferred the effective date of SFAS No. 133 until June 15, 2000". The
company is currently evaluating the impact of SFAS No. 133.
RECLASSIFICATIONS
Certain amounts in the 1997 and 1998 financial statements have been
reclassified to conform with the 1999 presentation.
(2) INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Raw materials $ 8,313,504 $ 5,147,311
Work-in-process 1,257,863 416,409
Finished goods 288,053 4,567
----------- -----------
9,859,420 5,568,287
Reserve for obsolete inventories (130,920) (264,656)
----------- -----------
$ 9,728,500 $ 5,303,631
=========== ===========
</TABLE>
62
<PAGE> 65
(3) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Land $ 587,433 $ 589,950
Building 2,340,887 2,394,679
Manufacturing tools and equipment 17,479,305 15,385,727
Office furniture and equipment 3,372,043 2,489,523
Leasehold improvements 4,615,870 2,380,259
Computer hardware and software 9,523,321 4,675,543
Construction in progress 1,956,360 3,816,557
------------ ------------
39,875,219 31,732,238
Accumulated depreciation and amortization (16,338,198) (10,562,304)
------------ ------------
$ 23,537,021 $ 21,169,934
============ ============
</TABLE>
(4) INTANGIBLE ASSETS
Intangible assets consist of the following:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Licenses $ 1,650,000 $ 1,528,575
Goodwill and assembled workforce 26,296,245 4,072,156
Patents and technology 613,057 340,840
------------ ------------
28,559,302 5,941,571
Accumulated amortization (2,225,145) (1,362,536)
------------ ------------
$ 26,334,157 $ 4,579,035
============ ============
</TABLE>
(5) OTHER ASSETS
Other assets consist of the following:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Investment in CRPB Investors, L.L.C. $ 249,865 $ 463,845
Other assets and deposits 426,620 544,072
---------- ----------
$ 676,485 $1,007,917
========== ==========
</TABLE>
In September 1996, the Company acquired a 36% interest in CRPB Investors,
L.L.C., for $659,233. CRPB Investors, L.L.C., an Arizona limited liability
company, was formed for the purpose of owning and operating the 83,000
square foot facility which serves as Cerprobe's worldwide headquarters. The
investment is accounted for by the equity method of accounting. In 1999 and
1998, $(116,870) and $100,721, respectively, was recorded by Cerprobe as
income (loss) from CRPB Investors, L.L.C.
63
<PAGE> 66
(6) ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
Accrued payroll and related taxes $2,579,820 $2,390,522
Other accrued expenses 2,279,484 685,372
Accrued acquisition costs 513,275 --
Lease termination costs 212,145 --
---------- ----------
$5,584,724 $3,075,894
========== ==========
</TABLE>
(7) NOTES PAYABLE AND LINE OF CREDIT
In December 1999, the Company entered into a three-year senior secured
credit facility with Bank of America, N.A. (the "Loan and Security
Agreement"). The Loan and Security Agreement includes a revolving credit
facility in the amount of $15,000,000 subject to borrowing base
requirements providing for advances of up to 85% of eligible accounts
receivable. Advances on the revolving credit facility bear interest at
prime rate plus 0.50%. The facility also includes an inventory term loan in
the amount of approximately $5,800,000 and a machinery and equipment term
loan in the amount of $2,000,000, both of which bear interest at prime rate
plus 2.00%. The inventory term loan shall be repaid based upon a 24-month
amortization with a balloon payment of the outstanding principal balance at
the end of 12 months. The machinery and equipment term loan shall be repaid
based upon a 60-month amortization with a balloon payment of the
outstanding principal balance at the end of 36 months. All loans, advances,
and other obligations, liabilities, and indebtedness of the Company shall
be secured by valid, perfected, and enforceable first priority liens upon
and security interest in substantially all of the Company's present and
future assets, including all accounts, contract rights, inventory
instruments, documents, fixtures, chattel paper, general intangibles,
patents, trademarks, copyrights, trade names, deposit accounts, vehicles,
equipment, and pledge of stock of all domestic subsidiaries of Cerprobe and
OZ and 65% of the stock of each wholly-owned foreign subsidiary of
Cerprobe. The facility is also guaranteed by all wholly-owned subsidiaries
of Cerprobe and OZ. Advances under the revolving credit facility, the
inventory term loan, and the machinery and equipment term loan were
$1,300,878, $5,834,000, and $2,000,000 respectively, at December 31, 1999.
The inventory term loan and the equipment term loan are at the maximum
currently available under the terms of these loans.
The Loan and Security Agreement contains a number of covenants that, among
other things, restrict the ability of the Company to dispose of assets,
incur additional indebtedness, incur guaranty obligations, prepay
indebtedness except in accordance with relevant subordination provisions,
pay dividends or make capital distribution (other than distributions in
capital stock), create liens on assets, engage in mergers or consolidations
(except that any subsidiary which is acquired solely for the Company's
Common Stock and that any subsidiary of the Company may voluntarily merge
into another subsidiary), engage in certain transactions with subsidiaries
and affiliates, make any change in accounting policies or reporting
practices except as required or permitted by generally accepted accounting
principles and otherwise restrict corporate activities. In addition, the
Loan and Security Agreement requires the Company to comply with certain
financial covenants, including the maintenance of a consolidated Tangible
Net Worth (as defined in the Loan and Security Agreement). At December 31,
1999, the Company was in violation of the Tangible Net Worth covenant under
the line of credit agreement which was waived by the lender.
The Loan and Security Agreement contains customary events of default,
including the failure to pay principal when due or any interest or other
amount that becomes due, any representation or warranty being made by the
Company that is incorrect in any material respect on or as of the date
made, a default in the performance of any covenant which continues for more
than thirty days, default in certain other indebtedness, certain insolvency
events, certain ERISA events, and certain change of control events.
In addition pursuant to the OZ Technologies, Inc. acquisition, the Company
issued to Selling Stockholders Notes in the
64
<PAGE> 67
amount of $2,830,000 (the "Subordinated Promissory Note") and $2,800,000
(the "Promissory Note").
The Subordinated Promissory Note accrues interest at a rate of 10% per
annum and matures December 3, 2002.
The Promissory Note accrues interest at a rate of 10% per annum and was to
have matured on February 3, 2000. The Selling Stockholders have agreed to
extend maturity on this note until June 30, 2000. The Company may satisfy
the Promissory Note on June 30, 2000 by paying in cash all amounts then due
under the Promissory Note or by transferring its real property located at
10365 Sanden Drive, Dallas, Texas (the "Real Property") to the Selling
Stockholders' agent, unencumbered except for minor liens and any mortgage
that is executed by the Company in favor of the Selling Stockholders with
respect to the Real Property. In the event that the Company satisfies the
Promissory Note by transferring the Real Property to the Selling
Stockholders' agent on June 30, 2000, the Stock Purchase Agreement provides
that the Company and the Selling Stockholders' agent shall assign a value
(the "Appraised Value") to the Real Property equal to the appraised value
for the Real Property as determined by a mutually agreed-upon real estate
appraiser. The Stock Purchase Agreement further provides that (1) to the
extent the Appraised Value is less than $2,800,000 plus interest due under
the Promissory Note, the amount of the difference shall be added to the
principal amount of the Subordinated Promissory Note and (2) to the extent
the Appraised Value is more than $2,800,000 plus interest due under the
Promissory Note, the amount of the difference may be applied to reduce the
principal amount of the Subordinated Promissory Note if doing so does not
cause the Company to violate any covenant in any loan document to which it
is a party.
The Company also has various demand loans outstanding with minority
shareholders of Cerprobe Asia Holdings, Pte Ltd. Interest is accrued at the
five year Treasury Rate plus 1.50% per anum. These loans are not
contractually due or not expected to be paid within the next 12 months, and
accordingly, are classified as long-term debt. The outstanding balances,
including interest at December 31, 1999 totaled $770,034
Long-term debt consists of the following:
<TABLE>
<CAPTION>
1999 1998
------------ ------------
<S> <C> <C>
Notes payable $ 15,534,912 $ 870,540
Less current portion (10,334,878) (138,985)
------------ ------------
Notes payable, less current portion $ 5,200,034 $ 731,555
============ ============
</TABLE>
Annual maturities of long-term debt are as follows:
<TABLE>
<S> <C>
2000 $ 10,334,878
2001 400,000
2002 4,030,000
Thereafter 770,034
-------------
$ 15,534,912
=============
</TABLE>
(8) LEASES
The Company leases certain equipment under capital leases. These assets
have been capitalized at the present value of the future minimum lease
payments and are included with manufacturing tools and equipment and office
furniture at a cost of $5,547,998 and $4,710,745 with related accumulated
amortization of $2,090,492 and $1,454,205 as of December 31, 1999 and 1998,
respectively. In addition, the Company is obligated under certain
noncancelable operating leases for the Company's manufacturing and office
space. Certain operating lease agreements provide for annual rent
escalations and renewal options.
65
<PAGE> 68
The following is a schedule of the future minimum lease payments for the
years ending December 31:
<TABLE>
<CAPTION>
RENTALS
RECEIVABLE
CAPITAL OPERATING UNDER
LEASES LEASES SUBLEASES
------------ ------------ ---------
<S> <C> <C> <C>
2000 $ 1,140,177 $ 2,334,323 $ 47,600
2001 904,016 2,154,005 --
2002 709,554 1,807,902 --
2003 527,421 1,417,884 --
2004 308,613 1,342,071 --
Thereafter 248,837 9,340,323 --
------------ ------------ ---------
Total future minimum lease payments 3,838,618 $ 18,396,508 $ 47,600
============ =========
Less amounts representing interest
(at rates ranging from 6.0% to 9.82%) (429,024)
------------
Present value of net minimum
capital lease payments 3,409,594
Less current portion (954,957)
------------
Capital lease obligations,
less current portion $ 2,454,637
============
</TABLE>
Depreciation expense for assets under capital leases is charged to
depreciation and amortization expense.
Rental expense for the years ended December 31, 1999, 1998, and 1997 was
$1,959,970, $1,663,829, and $1,640,272, respectively.
(9) INCOME TAXES
Income tax expense (benefit) consists of the following:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Foreign $ 805,988 $ 549,245 $ 115,763
Federal (3,177,178) 2,488,841 3,643,959
State (339,389) 647,222 1,050,445
----------- ----------- -----------
$(2,710,579) $ 3,685,308 $ 4,810,167
=========== =========== ===========
Current $(1,734,320) $ 4,194,482 $ 4,802,105
Deferred (976,259) (509,174) 8,062
----------- ----------- -----------
$(2,710,579) $ 3,685,308 $ 4,810,167
=========== =========== ===========
</TABLE>
66
<PAGE> 69
A reconciliation of actual income taxes to income taxes at the
"expected" United States federal corporate income tax rate of 34% is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Income tax expense at "expected" federal corporate rate $(5,042,763) $ 3,033,466 $ 4,240,851
State income taxes, net of federal tax benefit (223,997) 427,167 693,294
In-process research and development expense not benefited 2,996,420 -- --
Foreign income taxed at lower than U.S. federal rate (151,450) (3,326) (79,408)
Amortization of intangibles 240,307 156,843 131,406
Foreign sales corporation benefit -- (106,236) (82,501)
Utilization of federal tax credit (703,642) -- --
Nontaxable income -- -- (79,013)
Utilization of net operating loss carryforwards -- -- (47,706)
Change in foreign and state valuation allowance 143,514 171,810 --
Other 31,032 5,584 33,244
----------- ----------- -----------
$(2,710,579) $ 3,685,308 $ 4,810,167
=========== =========== ===========
</TABLE>
The tax effects of temporary differences that give rise to significant portions
of the deferred tax asset and deferred tax liability are as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Deferred tax assets:
Foreign tax loss carryforward $ 86,738 $ 349,364
Acquisition costs not currently deductible 581,902 616,747
Amortization not currently deductible 253,024 1,693
Currency translation not currently deductible 120,399 192,589
Reserves and accruals not currently deductible 1,024,801 446,092
Net operating loss carry forward 1,125,339 --
Income tax credits 379,609 --
----------- -----------
Deferred tax assets $ 3,571,812 $ 1,606,485
Less valuation allowance (492,878) (349,364)
----------- -----------
Deferred tax assets $ 3,078,934 $ 1,257,121
Deferred tax liabilities:
Difference between book and tax depreciation
of property, plant and equipment (1,427,483) (581,930)
----------- -----------
Net deferred tax asset $ 1,651,451 $ 675,191
=========== ===========
</TABLE>
67
<PAGE> 70
Summary of current and long- term portion of deferred tax items are
as follows:
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
Current asset $ 2,123,609 $ 446,092
Long-term asset (included in other assets) -- 229,099
Long-term liability (included in other liabilities) (472,158) --
----------- -----------
$ 1,651,451 $ 675,191
=========== ===========
</TABLE>
The valuation allowance increased by $143,514 in 1999 and $171,810 in 1998, and
is due to state and foreign losses for which there is no assurance of realizing
a tax benefit. A valuation allowance has not been provided for the other
deferred tax assets since management believes realization of the deferred tax
assets is considered more likely than not.
(10) STOCKHOLDER'S EQUITY
SHAREHOLDER RIGHTS PLAN
On October 8, 1998, each shareholder of record received one Preferred
Share Purchase Right ("Right") on each outstanding share of Common
Stock owned. Each Right entitled shareholders to buy one
one-thousandth of a share of newly created Series A Junior
Participating Preferred Stock of the Company at an exercise price of
$110. The Rights will be exercisable if a person or group hereafter
acquires 15% or more of the Common Stock of the Company or announces
a tender offer for 15% or more of the Common Stock. Should this
occur, the Right will entitle its holder to purchase, at the Right's
exercise price, a number of shares of Common Stock having a market
value at the time of twice the Right's exercise price. Rights held by
the 15% holder will become void and will not be exercisable to
purchase shares at the bargain purchase price. If the Company is
acquired in a merger or other business combination transaction after
a person acquires 15% or more of the Company's Common Stock, each
Right will entitle its holder to purchase, at the Right's then
current exercise price, a number of the acquiring company's common
shares having a market value at that time of twice the Right's
exercise price.
TREASURY STOCK
During 1998, the Company repurchased 503,541 shares, or approximately
6%, of the Company's Common Stock in the open market at an
approximate price of $11.37 per share. The Company has utilized
60,899 shares of the reacquired shares for reissuance in connection
with its Employee Stock Purchase Plan.
WARRANTS AND NON-EMPLOYEE STOCK OPTION
Additionally, the Company issued 39,275 Common Stock warrants in
January 1996. These warrants give the holder the right to purchase
from the Company not more than 39,275 fully paid and non-assessable
shares of the Company's Common Stock, $.05 par value, at a price of
$16.55 per share on or after January 16, 1997, with expiration in
January 2001. In 1998, 2,000 warrants were exercised.
(11) STOCK OPTION PLANS
The Company adopted in 1983, 1989, 1995, respectively, an incentive
stock option plan, a non-qualified stock option plan, and a
combination stock option plan. In 1999 the Company adopted an
additional non-qualified stock option plan with a maximum of
1,000,000 shares of Common Stock to be issued under the plan. The
combined plans provide for the issuance of options to purchase
3,585,000 shares of the Company's Common Stock, of which 1,126,600
were available for grant as of December 31, 1999. In accordance with
the plans, options are to be granted at no less than 100% of the fair
market value of the shares at the date of grant. The options become
exercisable on a basis as established by the Company's Compensation
Advisory Committee of the Board of Directors and are exercisable for
a period of 5 to 10 years.
The Company has elected to follow Accounting Principal Board ("APB")
Opinion No. 25, "Accounting for Stock
68
<PAGE> 71
Issued to Employees," and related Interpretations in accounting for
its plans. Under APB No. 25, because the exercise price of the
Company's employee stock options equals the market price of the
underlying stock on the date of the grant, no compensation expense is
recognized. Pro forma information regarding net income (loss) and
earnings (loss) per share is required by SFAS No. 123 and it has been
determined as if the Company had accounted for its employee stock
options under the fair value method. The fair value of each option
granted for 1999, 1998, and 1997 was estimated as of the date of the
grant using the Black-Scholes option pricing model with the following
weighted average assumptions for 1999, 1998, and 1997, respectively;
risk-free interest rates of 5.2%, 5.1%, and 5.6%; dividend yields of
zero for all years; volatility factors of the expected market price
of the Company's Common Stock of 60%, 52%, and 52%, respectively; and
weighted average expected lives of the options of 5 years for 1999
and 3 years for 1998 and 1997.
Pro forma net income (loss) reflects only options granted in years
1995 through 1999. Therefore, the full impact of calculating
compensation cost for employee stock options under SFAS No. 123 is
not reflected in the pro forma amounts presented below because
compensation cost is reflected over the options' vesting periods of
generally between 3 and 4 years and the compensation cost for options
granted before January 1, 1995 is not considered. The Company's pro
forma information follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------- -------------- --------------
(UNAUDITED)
------------------------------------------------------
<S> <C> <C> <C> <C>
Net income (loss) As reported $ (12,580,672) $ (495,908) $ 1,895,968
Pro forma $ (13,196,904) $ (708,146) $ 1,784,019
Basic net income (loss) per share As reported $ (1.60) $ (0.06) $ 0.28
Pro forma $ (1.67) $ (0.09) $ 0.27
Diluted net income (loss) per share As reported $ (1.60) $ (0.06) $ 0.27
Pro forma $ (1.67) $ (0.09) $ 0.26
</TABLE>
summary of the Company's employee stock option activity and related
information for the years ended December 31 follows:
<TABLE>
<CAPTION>
1999 1998 1997
-------------------------- -------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
-------------------------- -------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 1,199,566 $ 10.19 639,866 $ 8.81 593,631 $ 8.46
Granted 423,000 $ 8.43 984,000 $ 13.44 153,000 $ 10.38
Exercised (231,966) $ 6.03 (31,300) $ 6.57 (95,265) $ 8.57
Expired/canceled (199,300) $ 10.86 (393,000) $ 16.37 (11,500) $ 12.88
---------- ---------- ----------
Outstanding at end of year 1,191,300 $ 10.27 1,199,566 $ 10.19 639,866 $ 8.81
========== ========== ==========
Exercisable at end of year 540,196 $ 10.70 569,898 $ 9.01 367,320 $ 7.45
========== ========== ==========
Weighted average fair value of
options granted during the year $ 4.76 $ 5.35 $ 4.16
========== ========== ==========
</TABLE>
69
<PAGE> 72
The following table summarizes information about stock options
outstanding at December 31, 1999:
<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------- ------------------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
NUMBER REMAINING AVERAGE NUMBER AVERAGE
OUTSTANDING CONTRACTUAL EXERCISE EXERCISABLE EXERCISE
AT 12/31/99 LIFE PRICE AT 12/31/99 PRICE
-------------- ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$5.50 100,000 9.80 $ 5.50 20,000 $ 5.50
$7.00 150,000 10.00 $ 7.00 30,000 $ 7.00
$8.00 to $9.75 70,000 9.24 $ 8.34 30,000 $ 8.77
$10.25 to $10.50 263,800 7.31 $ 10.38 180,500 $ 10.37
$11.00 to $11.875 303,000 8.26 $ 11.15 152,664 $ 11.24
$12.250 to $13.125 243,500 8.72 $ 12.34 114,832 $ 12.44
$15.125 61,000 9.13 $ 15.13 12,200 $ 15.13
-------------- -----------
1,191,300 8.59 $ 10.26 540,196 $ 10.26
============== ===========
</TABLE>
(12) COMPREHENSIVE INCOME
The Company recognized comprehensive income (loss) for the years
ended December 31, as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net income (loss) $(12,580,672) $ (495,908) $ 1,895,968
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment (80,672) 17,798 (402,344)
Tax benefit (expense) from foreign currency translation 32,269 (7,119) 160,938
------------ ------------ ------------
Net other comprehensive income (loss) (48,403) 10,679 (241,406)
------------ ------------ ------------
Comprehensive income (loss) $(12,629,075) $ (485,229) $ 1,654,562
============ ============ ============
</TABLE>
(13) RELATED PARTY TRANSACTIONS
In August 1999, the Company and certain of its Directors and Officers
entered into Secured Promissory Notes and Stock Pledge Agreements,
which totaled $841,465. The purpose of the loans was to exercise
stock options scheduled to expire. Interest on the notes is at 6% per
annum with note maturities in August 2002. The notes are fully
recourse to the borrowers and are also collateralized by the
Company's Common Stock.
(14) SEGMENT INFORMATION
The Company operates principally in one industry segment; the design,
development, manufacture and market of semiconductor integrated
circuit test products and services. The Company's principal customers
are North American, European, and Asian-based semiconductor
manufacturing companies.
Two of the Company's customers exceeded 10% of net sales. The first
customer accounted for 14%, 17%, and 17% of net sales for the years
ended December 31, 1999, 1998, and 1997, respectively. The accounts
receivable from that
70
<PAGE> 73
customer were $327,118, $586,318, and $1,081,424 at December 31,
1999, 1998, and 1997, respectively. The second customer accounted for
13%, 12%, and 10% of net sales for the years ended December 31, 1999,
1998, and 1997, respectively, with accounts receivable of $639,091,
$451,766, and $654,015 at December 31, 1999, 1998, and 1997,
respectively.
International sales represented 23%, 18%, and 18% of the Company's
net sales in 1999, 1998, and 1997, respectively.
The following is a summary of the Company's geographic operations:
<TABLE>
<CAPTION>
North Europe
America and Asia Eliminations Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
1999
------------------
Customer sales $ 48,288,270 $ 14,367,481 $ -- $ 62,655,751
Intercompany sales 673,472 3,162,820 (3,836,292) --
------------ ------------ ------------ ------------
Total sales $ 48,961,742 $ 17,530,301 $ (3,836,292) $ 62,655,751
============ ============ ============ ============
Long-lived assets $ 60,059,515 $ 3,537,614 $(13,049,467) $ 50,547,662
============ ============ ============ ============
1998
------------------
Customer sales $ 62,412,140 $ 13,795,337 $ -- $ 76,207,477
Intercompany sales 494,987 3,304,021 (3,799,008) --
------------ ------------ ------------ ------------
Total sales $ 62,907,127 $ 17,099,358 $ (3,799,008) $ 76,207,477
============ ============ ============ ============
Long-lived assets $ 28,134,572 $ 4,375,940 $ (5,753,626) $ 26,756,886
============ ============ ============ ============
1997
------------------
Customer sales $ 56,670,599 $ 12,341,796 $ -- $ 69,012,395
Intercompany sales 864,575 2,110,599 (2,975,174) --
------------ ------------ ------------ ------------
Total sales $ 57,535,174 $ 14,452,395 $ (2,975,174) $ 69,012,395
============ ============ ============ ============
Long-lived assets $ 18,514,131 $ 1,967,317 $ (2,805,672) $ 17,675,776
============ ============ ============ ============
</TABLE>
Management does not believe significant credit risk existed at
December 31, 1999. The Company monitors its customers' financial
condition and does not require collateral. Historically, the Company
has not experienced significant losses related to receivables from
any individual or groups of customers.
(15) COMMITMENTS AND CONTINGENCIES
In October 1998, the Company filed an action against the former
President, Director and shareholder of Silicon Valley Test & Repair,
Inc., which was acquired by the Company by way of a merger into its
wholly-owned subsidiary, SVTR, Inc., in January 1997. The suit seeks
rescission of the acquisition and/or monetary damages arising from
failure of the defendants to disclose material facts regarding the
origins of certain software necessary for SVTR, Inc.'s business. In
February 1999, the defendants filed a counter claim against the
Company alleging conversion, interference with contractual relations,
unfair business practices, breach of contract, and specific
performance allegedly arising from the Company's actions to preclude
the defendants from selling the Company stock received by defendants
as part of the purchase price of Silicon Valley Test & Repair, Inc.;
the Company seeks to recover this stock and the balance of the
purchase price through its claims for rescission. In March 1999, the
Company and SVTR filed an amended complaint. The defendants have
responded and the action is proceeding to trial. While the Company
intends to vigorously prosecute this action, it is impossible to
predict the outcome of this or any litigation. It is not anticipated
that this suit will have a material adverse impact on the Company's
financial condition or results of operations.
The Company is involved in other legal actions arising in the
ordinary course of business. In the opinion of management, the
disposition of these actions would not have a material adverse effect
on the Company.
71
<PAGE> 74
(16) EMPLOYEE BENEFIT PLANS
In December 1997, the Board of Directors approved the Employee Stock
Purchase Plan (the "ESPP") which provides employees the means to
acquire an equity interest in the Company. Eligible employees of the
Company can purchase Common Stock through payroll deductions at the
lower of 85% of the closing price of the Common Stock on the offering
commencement date or the offering termination date. Payroll
deductions for the purchase of the stock may not exceed 10% of the
employee's base compensation or $25,000. As of December 31, 1999,
60,899 shares had been purchased under this plan. The maximum number
of shares that may be issued under this plan is 150,000.
The Company established the Cerprobe Corporation 401(k) Plan ("the
Plan") in 1993. Employees who have reached 18 years of age and who
have completed 90 days of service for the Company are eligible to
participate in the Plan. Participants may elect to defer up to 15% of
their salary.
Any contribution by the Company is at its discretion and only for
those participants who have completed one year of service for the
Company. The Company expensed discretionary contributions pursuant to
the Plan in the approximate amounts of $264,778, $324,000, and
$241,000 for the years ended December 31, 1999, 1998, and 1997,
respectively. The participants are fully vested in their and the
Company's contributions.
(17) DISCONTINUED OPERATIONS
In the third quarter of 1998, the Company discontinued operations of
SVTR, a wafer prober refurbishing and upgrading subsidiary acquired
by the Company in January 1997. The discontinuance resulted from
questions regarding the origins of certain software necessary for
SVTR's business. In March 1999, Cerprobe sold certain SVTR assets for
$500,000. No gain or loss was recognized on the sale.
SVTR has been accounted for as a discontinued operation and
accordingly, its results of operations and financial position are
segregated for all periods presented in the accompanying consolidated
financial statements. Net sales, related losses and income taxes
associated with the discontinued operations are as follows:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net sales $ -- $ 3,871,292
=========== ===========
Loss from operations $ (8,869) $(3,550,636)
Income tax benefit 3,547 1,625,816
----------- -----------
Loss from operations, net $ (5,322) $(1,924,820)
=========== ===========
Loss on disposal $ -- $(6,346,233)
Income tax benefit -- 2,538,493
----------- -----------
Loss on disposal, net $ -- $(3,807,740)
=========== ===========
</TABLE>
The effective tax rate used in calculating the income tax benefit
from discontinued operations is approximately the same as the
Company's effective tax rate for continuing operations.
The Company recorded a pretax charge of $4,597,034 to write down its
assets to estimated net realizable value and to record additional
liabilities in the shut down period. A charge of $1,749,199 was also
recorded to reflect the estimated phase out costs and losses from
operations associated with SVTR. The tax benefit associated with
these charges was $2,538,493.
72
<PAGE> 75
The net assets (liabilities) of SVTR, as reclassified in the
accompanying consolidated balance sheets, include the following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1999 1998
----------- -----------
<S> <C> <C>
Current assets $ 554,585 $ 3,445,737
Property, plant and equipment, net -- --
Intangibles, net -- --
Other assets 63,011 46,865
Current liabilities (289,358) (931,913)
Long term debt (5,286) (19,847)
Other long term liabilities (769,581) (1,058,939)
----------- -----------
$ (446,629) $ 1,481,903
=========== ===========
</TABLE>
(18) ACQUISITIONS
UPSYS-CERPROBE L.L.C.
On June 25, 1998, the Company purchased Upsys's 45% interest in
Upsys-Cerprobe L.L.C. The acquisition resulted in $376,366 of
goodwill, which is being amortized on a straight-line basis over
eight years.
CERPROBE EUROPE S.A.S. (FORMERLY SEMICONDUCTEUR SERVICES S.A.)
On September 30, 1998, the Company acquired France-based Cerprobe
Europe S.A.S. for $3.0 million in cash and $250,000 in acquisition
related expenses. Cerprobe Europe S.A.S. designs, manufactures and
distributes probe cards. The acquisition resulted in $1,568,000
in-process research and development, which was charged to operations
upon acquisition, and $508,051 in goodwill, which is being amortized
on a straight-line basis over 10 years, and $98,000 in assembled
workforce, which is being amortized on a straight line basis over 4
years.
The acquisition was accounted for as a purchase and, accordingly, the
accompanying consolidated balance sheet includes the assets purchased
and liabilities assumed of Cerprobe Europe S.A.S. at December 31,
1998 and the accompanying consolidated statements of operations
include the results of Cerprobe Europe S.A.S. since the date of
acquisition.
OZ TECHNOLOGIES, INC. ("OZ")
In December 1999, the Company acquired all of the outstanding stock
of OZ, a manufacturer of systems solutions for IC package testing and
a leading designer and producer of high performance test sockets and
contactors for $36,000,000. OZ also designs and distributes ATE test
boards and burn-in interfaces and systems. The purchase price
consisted of $19,000,000 in cash, notes payable of $5,600,000, and
1.5 million shares of Common Stock. Of the 1.5 million shares of
common stock, up to 554,089 can be sold during the 180-day period on
or after the effective date of the registration statement on Form S-3
with the Securities and Exchange Commission. If the selling
shareholders sell the common stock during the 180-day period and the
average proceeds per share after selling expenses are less than $7.58
per share and the average proceeds per share and the number of shares
of Cerprobe Common Stock sold during the 180-day period shall be
added to the Subordinated Promissory Note.
The acquisition has been accounted for as a purchase and,
accordingly, the purchase price has been allocated to the assets
acquired and the liabilities assumed based upon the estimated fair
values at the date of acquisition. The acquisition resulted in
$8,815,000 in-process research and development, which was charged to
operations upon acquisition, $21,183,864 in goodwill which is being
amortized on a straight-line basis over seven years and $1,009,091 in
assembled workforce which is being amortized on a straight-line basis
over four years. The purchase price of $36,000,000 plus acquisition
costs of $1,900,000 was allocated as follows:
73
<PAGE> 76
<TABLE>
<S> <C>
Purchase price:
Cash $ 19,000,000
Note payable 5,630,000
Common Stock and additional paid in
capital 11,338,000
Costs of acquisition 1,900,000
--------------
$ 37,868,000
==============
Assets acquired and liabilities assumed:
Current assets $ 8,945,021
Property, plant and equipment 1,822,749
Other assets 87,209
In-process research and development 8,815,000
Goodwill and assembled workforce 22,192,955
Current liabilities (3,994,934)
--------------
$ 37,868,000
==============
</TABLE>
At acquisition, the state of the research and development products
was not yet at a technological or commercially viable state. The
Company did not believe that the research and development products
had any future alternative use because if these products were not
finished and brought to ultimate product completion, they would have
no other value. Therefore, consistent with generally accepted
accounting principles, the Company recorded a charge for the full
value of the in-process research and development.
The consolidated balance sheet as of December 13, 1999 includes the
accounts of OZ and results of operations since the date of the
acquisition. The following summary, prepared on a pro forma basis,
excluding the charge for in-process research and development, present
the results of operations as if the acquisition had occurred on
January 1, 1998.
<TABLE>
<CAPTION>
Years ended December 31,
1999 1998
----------------------------------
(unaudited) (unaudited)
<S> <C> <C>
Net sales $89,292,000 $ 97,082,000
Net income (loss) (938,400) 2,944,600
Basic net income (loss) per share (0.10) 0.31
Diluted net income (loss) per share (0.10) 0.30
</TABLE>
The pro forma results are not necessarily indicative of what the
actual consolidated results of operations might have been if the
acquisition had been effective at the beginning of 1998 or as a
projection of future results.
(19) FAIR VALUE OF FINANCIAL INSTRUMENTS
SFAS No. 107, "Disclosures about Fair Value of Financial
Instruments," requires that the Company disclose estimated fair
values for its financial instruments. The following summary presents
a description of the methodologies and assumptions used to determine
the amounts.
The carrying amount of investment securities, receivables, accounts
payable, and accrued expenses approximates fair value because of the
short term nature of these items. The fair value of notes payable and
capital lease obligations approximate the terms in the marketplace at
which they could be replaced. Therefore, the fair value approximates
the carrying value of these financial instruments.
74
<PAGE> 77
(20) SUPPLEMENTAL FINANCIAL INFORMATION
A summary of additions and deductions related to the allowances for
accounts receivable and inventories for the years ended December 31, 1999, 1998
and 1997 follows:
<TABLE>
<CAPTION>
Balance at Balance at
beginning end of
of year Additions Deductions year
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts:
Year ended December 31, 1999 $333,364 $ 4,000 $ 6,355 $331,009
Year ended December 31, 1998 $215,179 $ 186,585 $ 68,400 $333,364
Year ended December 31, 1997 $223,000 $ 24,000 $ 31,821 $215,179
Allowance for obsolescence of inventories:
Year ended December 31, 1999 $264,656 $ 180,000 $313,736 $130,920
Year ended December 31, 1998 $244,000 $ 534,000 $513,344 $264,656
Year ended December 31, 1997 $129,000 $ 621,000 $506,000 $244,000
</TABLE>
(21) NET INCOME (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted
net income (loss) per share:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ -------------
<S> <C> <C> <C>
Net income (loss) $(12,580,672) $ (495,908) $ 1,895,968
============ ============ =============
Weighted average outstanding common shares 7,884,628 7,963,747 6,690,265
Effect of dilutive securities:
Stock options 62,768 287,626 292,103
Antidilutive effect of
dilutive securities (62,768) -- --
------------ ------------ -------------
Weighted average and common equivalent shares outstanding 7,884,628 8,251,373 6,982,368
============ ============ =============
Basic net income (loss) per share $ (1.60) $ (0.06) $ 0.28
============ ============ =============
Diluted net income (loss) per share $ (1.60) $ (0.06) 0.27
============ ============ =============
</TABLE>
75
<PAGE> 78
(22) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
FIRST QUARTER SECOND QUARTER THIRD QUARTER(1) FOURTH QUARTER(2)
------------- -------------- ----------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1999
---------------------------
Net sales $ 15,606 $ 14,103 $ 14,932 $ 18,015
Gross profit 5,560 4,246 5,189 6,023
Operating income (loss) 335 (2,556) (1,070) (11,313)
Income (loss) from continuing operations 150 (1,659) (878) (10,189)
Net income (loss) 145 (1,659) (878) (10,189)
Basic net income (loss) per share 0.02 (0.22) (0.11) (1.22)
Diluted net income (loss) per share 0.02 (0.22) (0.11) (1.22)
YEAR ENDED DECEMBER 31, 1998
---------------------------
Net sales $ 22,953 $ 18,139 $ 20,107 $ 15,008
Gross profit 9,879 7,253 8,593 5,430
Operating income 4,445 1,686 1,354 223
Income from continuing operations 2,748 1,202 1,036 251
Net income (loss) 2,345 467 (3,557) 249
Basic net income (loss) per share 0.29 0.06 (0.46) 0.03
Diluted net income (loss) per share 0.28 0.06 (0.45) 0.03
</TABLE>
(1) 1998 includes a write-off of in-process research and development of
$1.6 million, or $0.11 per diluted share, related to the acquisition
of Cerprobe Europe S.A.S.
(2) 1999 includes a write-off of in-process research and development of
$8.8 million and $ 1.05 per diluted share, related to the acquisition
of OZ Technologies, Inc.
76
<PAGE> 79
CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
----------------------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 4,312,393 $ 3,484,045
Accounts receivable, net of allowance of $362,102
in 2000 and $397,763 in 1999 21,557,294 12,313,053
Inventories, net 12,597,563 9,728,500
Accrued interest receivable 68,925 22,157
Prepaid expenses 1,540,601 1,107,378
Income taxes receivable 36,101 4,041,140
Deferred tax asset 437,982 2,123,609
----------- -----------
Total current assets 40,550,859 32,819,882
Property, plant, and equipment, net 21,613,746 23,537,021
Intangible assets, net 23,531,386 26,334,157
Other assets 732,094 676,485
----------- -----------
Total assets $86,428,085 $83,367,545
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,199,021 $ 3,687,143
Accrued expenses 6,547,356 5,584,724
Current portion of notes payable 6,604,179 10,334,878
Current portion of capital lease obligations 1,108,469 954,957
Net liabilities of discontinued operations 336,322 446,629
----------- -----------
Total current liabilities 19,795,347 21,008,331
Notes payable, less current portion 4,143,975 5,200,034
Capital lease obligations, less current portion 2,271,452 2,454,637
Deferred tax and other liabilities 939,875 472,158
----------- -----------
Total liabilities 27,150,649 29,135,160
----------- -----------
Minority interest -- 1,115,545
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock, $.05 par value; authorized 10,000,000
shares; issued and outstanding none -- --
Common stock, $.05 par value; authorized 25,000,000
shares; issued 9,897,897 and outstanding 9,489,732 shares
at September 30, 2000 and issued 9,863,245 and outstanding
9,419,052 shares at December 31, 1999 494,895 493,162
Additional paid-in capital 68,021,279 67,830,701
Accumulated deficit (3,212,876) (9,074,938)
Accumulated other comprehensive loss:
Foreign currency translation (582,670) (236,534)
----------- -----------
64,720,628 59,012,391
Treasury stock, at cost, 408,165 shares at September 30,
2000 and 444,193 shares at December 31, 1999 (4,616,169) (5,027,278)
Notes receivable from related parties (827,023) (868,273)
----------- -----------
Total stockholders' equity 59,277,436 53,116,840
----------- -----------
Total liabilities and stockholders' equity $86,428,085 $83,367,545
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
77
<PAGE> 80
CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
----------------------------------- -----------------------------------
2000 1999 2000 1999
--------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Net sales $ 34,773,473 $ 14,932,031 $ 92,521,191 $ 44,640,667
Cost of goods sold 18,901,569 9,742,588 51,229,896 29,644,646
--------------- ---------------- -------------- ----------------
Gross profit 15,871,904 5,189,443 41,291,295 14,996,021
--------------- ---------------- -------------- ----------------
Expenses:
Selling, general, and administrative 8,480,325 4,939,049 23,138,915 14,647,956
Engineering and product development 1,359,765 1,186,108 3,649,132 3,248,051
Goodwill amortization 916,284 134,214 2,824,314 390,987
--------------- ---------------- -------------- ----------------
Total expenses 10,756,374 6,259,371 29,612,361 18,286,994
--------------- ---------------- -------------- ----------------
Operating income (loss) 5,115,530 (1,069,928) 11,678,934 (3,290,973)
--------------- ---------------- -------------- ----------------
Other income (expense):
Interest income 105,404 192,831 317,020 623,670
Interest expense (460,726) (105,286) (1,588,897) (309,268)
Other, net 91,608 (80,087) 365,494 (81,163)
--------------- ---------------- -------------- ----------------
Total other income (expense) (263,714) 7,458 (906,383) 233,239
--------------- ---------------- -------------- ----------------
Income (loss) from continuing operations
before minority interest and income taxes 4,851,816 (1,062,470) 10,772,551 (3,057,734)
Minority interest (158,478) (84,978) (873,147) (273,494)
--------------- ---------------- -------------- ----------------
Income (loss) from continuing operations
before income taxes 4,693,338 (1,147,448) 9,899,404 (3,331,228)
Income tax (provision) benefit (1,608,404) 269,310 (4,037,342) 944,480
--------------- ---------------- -------------- ----------------
Income (loss) from continuing operations 3,084,934 (878,138) 5,862,062 (2,386,748)
Discontinued operations:
Loss from operations of SVTR, Inc.,
net of taxes -- -- -- (5,322)
--------------- ---------------- -------------- ----------------
Net income (loss) $ 3,084,934 $ (878,138) $ 5,862,062 $ (2,392,070)
=============== ================ ============== ================
Net income (loss) per common share:
Basic:
Net income (loss) per common share $ 0.33 $ (0.11) $ 0.62 $ (0.31)
=============== ================ ============== ================
Weighted average number of common
shares outstanding 9,486,424 7,836,237 9,444,969 7,740,136
=============== ================ ============== ================
Diluted:
Net income (loss) per common share $ 0.31 $ (0.11) $ 0.59 $ (0.31)
=============== ================ ============== ================
Weighted average number of common and
common equivalent shares outstanding 10,053,426 7,836,237 9,887,542 7,740,136
=============== ================ ============== ================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
78
<PAGE> 81
CERPROBE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30,
--------------------------------
2000 1999
--------------------------------
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations $ 5,862,062 $(2,386,748)
Adjustments to reconcile net income (loss) from continuing operations
to net cash provided by (used in) continuing operations:
Depreciation and amortization 7,538,325 4,279,538
Gain on sale of equipment (527,271) (3,176)
Tax benefit from exercise of nonqualified stock options 50,000 71,000
Deferred income taxes 1,605,813 (17,168)
Provision for losses on accounts receivable 15,979 4,000
Provision for obsolete inventory 479,180 180,000
Income applicable to minority interest 873,147 273,494
Changes in working capital of continuing operations:
Accounts receivable (9,260,220) (174,435)
Inventories (3,348,243) (1,594,055)
Prepaid expenses and other assets (578,725) (293,052)
Income taxes receivable 4,154,799 (1,963,188)
Accounts payable and accrued expenses 2,474,509 562,730
Other liabilities 547,531 (7,073)
----------- -----------
Net cash provided by (used in) continuing operations 9,886,886 (1,068,133)
----------- -----------
Net cash provided by (used in) discontinued operations (260,067) 96,335
----------- -----------
Net cash provided by (used in) operating activities 9,626,819 (971,798)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and equipment (6,081,855) (4,745,100)
Redemption of investment securities -- 5,471,541
Net distributions from CRPB Investors, L.L.C. 43,126 178,649
Purchase of Minority Interest in Cerprobe Asia Pte Ltd (914,237) --
Proceeds from sale of property, plant, and equipment 2,692,270 11,487
----------- -----------
Net cash provided by (used in) investing activities (4,260,696) 916,577
----------- -----------
Cash flows from financing activities:
Issuance of notes payable 5,117,187 3,000,000
Payments on notes payable (9,933,618) (1,414,546)
(Issuance) payment of notes receivable 41,250 (841,465)
Net proceeds from employee stock purchase plan 254,718 177,674
Net proceeds from exercise of stock options 298,702 1,398,665
----------- -----------
Net cash provided by (used in) financing activities (4,221,761) 2,320,328
----------- -----------
Effect of exchange rates on cash (316,014) (143,659)
----------- -----------
Net increase in cash 826,348 2,121,448
Cash, beginning of period 3,484,045 4,753,696
----------- -----------
Cash, end of period $ 4,312,393 $ 6,875,144
=========== ===========
Supplemental disclosures of cash flow information from continuing operations:
Interest paid $ 1,588,896 $ 309,268
=========== ===========
Income taxes paid $ 1,522,148 $ 371,619
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
79
<PAGE> 82
CERPROBE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PREPARATION
The accompanying condensed consolidated financial statements as of
September 30, 2000 and for the three and nine months ended September
30, 2000 and 1999 are unaudited, but reflect all adjustments
(consisting only of normal recurring adjustments) that are, in the
opinion of management, necessary for a fair presentation of financial
position and operating results for the interim periods. The condensed
consolidated balance sheet as of December 31, 1999 was derived from
the audited consolidated financial statements at such date.
Pursuant to accounting requirements of the Securities and Exchange
Commission applicable to quarterly reports on Form 10-Q, the
accompanying consolidated financial statements and notes do not
include all disclosures required by generally accepted accounting
principles for complete financial statements. Accordingly, these
statements should be read in conjunction with Cerprobe Corporation's
(the "Company") annual financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1999.
Results of operations for interim periods are not necessarily
indicative of those to be achieved for full fiscal years.
PRINCIPLES OF CONSOLIDATION
The condensed consolidated financial statements include the accounts
of Cerprobe Corporation and its subsidiaries: Cerprobe Europe
Limited, Cerprobe Europe S.A.S., Cerprobe Asia Holdings Pte Ltd,
Cerprobe Interconnect Solutions, Inc. ("CIS"), SVTR, Inc. ("SVTR"),
Cerprobe Japan Co., Ltd, OZ Technologies, Inc. ("OZ"), OZTEK (M) Sdn.
Bhd, Cerprobe International Holdings, Inc. and Cerprobe Foreign Sales
Corporation. All significant intercompany transactions have been
eliminated in consolidation.
Prior to July 31, 2000 Cerprobe Asia Holdings Pte Ltd was a 60% owner
of Cerprobe Asia Pte Ltd; the balance was owned by Asian investors.
Cerprobe Asia Pte Ltd's wholly owned subsidiaries, Cerprobe Singapore
Pte Ltd and Cerprobe Taiwan Co., Ltd., operate full service sales and
manufacturing plants. As of July 31, 2000, Cerprobe Corporation
purchased the minority ownership in Cerprobe Asia Pte Ltd resulting
in 100% ownership by Cerprobe Corporation.
In the third quarter of 1998, the Company discontinued operations of
SVTR, a company that refurbished, reconfigured, and serviced wafer
probing equipment. See Note 4.
In March 1999, the Company formed Cerprobe Japan Co., Ltd. to operate
a sales and distribution facility in Yokohama, Japan.
In December 1999, the Company acquired California-based OZ
Technologies, Inc. Accordingly, the consolidated financial statements
as of December 31, 1999, and for the year ended December 31, 1999
include OZ's activities since the date of acquisition. See Note 5.
In March 2000, the Company merged OZ and CIS into Cerprobe
Corporation. As a result, OZ and CIS are no longer considered
separate legal entities.
RECLASSIFICATIONS
Certain amounts in the 1999 financial statements have been
reclassified to conform with the 2000 presentation.
(2) COMMITMENTS AND CONTINGENCIES
In October 1998, the Company filed an action against the former
President, Director, and shareholder of Silicon Valley Test & Repair,
Inc., which was acquired by the Company by way of merger into its
wholly-owned subsidiary, SVTR, Inc., in January 1997. The suit seeks
rescission of the acquisition and/or monetary damages arising from
failure of the
80
<PAGE> 83
defendants to disclose material facts regarding the origins of
certain software necessary for SVTR, Inc.'s business. In February
1999, the defendants filed a counter claim against the Company
alleging conversion, interference with contractual relations, unfair
business practices, breach of contract, and specific performance
allegedly arising from the Company's actions to preclude the
defendants from selling the Company stock received by defendants as
part of the purchase price of Silicon Valley Test & Repair, Inc.; the
Company sought to recover this stock and the balance of the purchase
price through its claims for rescission. In March 1999, the Company
and SVTR filed an amended complaint. In July 2000, the defendants
were granted Summary Judgement in their favor on all of Cerprobe and
SVTR, Inc.'s claims. On September 5, 2000, the Company moved for
summary judgement seeking dismissal of the majority of Defendants'
counterclaims. On September 19, 2000, Defendants responded to the
Company's motion and filed a cross-motion for summary judgement on
each of their counterclaims. On October 19, 2000, the Court heard
arguments on the Company's motion and the Defendants' cross-motion
and took the matter under advisement. At present, the Court has not
rendered its ruling on the matter. While the Company intends to
vigorously defend the defendants' counter claim, it is impossible to
predict the outcome of this or any other litigation. It is not
anticipated that the suit will have a material adverse impact on the
Company's financial condition or results of operations.
The Company is involved in other legal actions arising in the
ordinary course of business. In the opinion of management, the
disposition of these actions would not have a material adverse effect
on the Company.
(3) COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) encompasses net income and "other
comprehensive loss", which includes all other non-owner transactions
and events which change stockholders' equity. The Company recognized
comprehensive income (loss) for the nine months ended September 30,
2000 and 1999 as follows:
<TABLE>
<CAPTION>
Nine months ended September 30,
------------------------------
2000 1999
----------- -----------
<S> <C> <C>
Net income (loss) $ 5,862,062 $(2,392,070)
Other comprehensive loss, net of tax benefit:
Foreign currency translation
adjustment (971,117) (209,767)
Tax benefit from foreign currency
translation 388,447 83,907
----------- -----------
Net other comprehensive loss (582,670) (125,860)
----------- -----------
Comprehensive income (loss) $ 5,279,392 $(2,517,930)
=========== ===========
</TABLE>
(4) DISCONTINUED OPERATIONS
In the third quarter of 1998, the Company discontinued operations of
SVTR, a wafer prober refurbishing and upgrading subsidiary. The
discontinuance resulted from questions regarding the origins of
certain software necessary for SVTR's business.
SVTR has been accounted for as a discontinued operation and,
accordingly, its results of operations and financial position are
segregated for all periods presented in the accompanying consolidated
financial statements. Net sales, related losses, and income taxes
associated with the discontinued operations are as follows:
<TABLE>
<CAPTION>
Nine months ended September 30, 1999
------------------------------------
<S> <C>
Net sales $ -
---------------
Loss from operations $ (8,869)
Income tax benefit 3,547
---------------
Loss from operations, net $ (5,322)
===============
</TABLE>
81
<PAGE> 84
The effective tax rate used in calculating the income tax benefit
from discontinued operations is approximately the same as the
Company's effective tax rate for continuing operations.
The net liabilities of SVTR, as reclassified in the accompanying
consolidated balance sheets, include the following:
<TABLE>
<CAPTION>
September 30, 2000 December 31, 1999
------------------ -------------------
<S> <C> <C>
Current assets $ 297,383 $ 554,585
Other assets 41,855 63,011
Current liabilities (35,055) (289,358)
Long-term debt (208) (5,286)
Other long-term liabilities (640,297) (769,581)
------------------ -------------------
$ (336,322) $ (446,629)
================== ===================
</TABLE>
(5) ACQUISITIONS
In December 1999, the Company acquired all of the outstanding stock
of OZ, a manufacturer of systems solutions for IC package testing and
a leading designer and producer of high performance test sockets and
contactors, for $36 million. OZ also designs and distributes ATE test
boards and burn-in interfaces and systems. The purchase price
consisted of $19 million in cash, notes payable of $5.6 million, and
1.5 million shares of the Company's Common Stock. The acquisition has
been accounted for as a purchase and, accordingly, the purchase price
has been allocated to the assets acquired and the liabilities assumed
based upon the estimated fair values at the date of acquisition. As a
result of the acquisition, $8.8 million of in-process research and
development was charged to operations. Goodwill of $21.2 million is
being amortized on a straight-line basis over seven years and $1.0
million of assembled workforce is being amortized on a straight-line
basis over four years. The purchase price of $36 million plus
acquisition costs of $1.9 million was allocated as follows:
<TABLE>
<S> <C>
Purchase price:
Cash $ 19,000,000
Notes payable 5,630,000
Common stock and additional paid in
capital 11,338,000
Costs of acquisition 1,900,000
--------------
$ 37,868,000
==============
Assets acquired and liabilities assumed:
Current assets $ 8,945,021
Property, plant, and equipment 1,822,749
Other assets 87,209
In-process research and development 8,815,000
Goodwill and assembled workforce 22,192,955
Current liabilities (3,994,934)
--------------
$ 37,868,000
==============
</TABLE>
At acquisition, the state of the research and development products
was not yet at a technological or commercially viable state. The
Company did not believe that the research and development products
had any future alternative use because if these products were not
finished and brought to ultimate product completion, they would have
no other value. Therefore, consistent with generally accepted
accounting principles, the Company recorded a charge for the full
value of the in-process research and development.
The condensed consolidated balance sheets as of September 30, 2000
and December 31, 1999 include the accounts of OZ and results of
operations since the date of acquisition. The following summary,
prepared on a pro forma basis, excluding the charge for in-process
research and development, presents the results of operations as if
the acquisition had occurred on January 1, 1999.
82
<PAGE> 85
<TABLE>
<CAPTION>
Nine months ended
September 30, 1999
------------------
(unaudited)
<S> <C>
Net sales $ 65,764,000
Net loss (2,788,000)
Basic net loss per share (0.30)
Diluted net loss per share (0.30)
</TABLE>
The pro forma results are not necessarily indicative of what the
actual consolidated results of operations might have been if the
acquisition had been effective at the beginning of 1999 or as a
projection of future results.
(6) RELATED PARTY TRANSACTIONS
In August 1999, the Company and certain of its Directors and Officers
entered into Secured Promissory Notes and Stock Pledge Agreements.
The purpose of the loans was to exercise stock options scheduled to
expire. Interest on the notes is at 6% per annum with note maturities
in August 2002. The notes are fully recourse to the borrowers and are
also collateralized by shares of the Company's Common Stock
beneficially owned by the borrowers.
In June 2000, the Company and Daniel J. Hill entered into an
unsecured Promissory Note. The principal amount of the loan was
$45,000, with a maturity of December 31, 2000. Interest on the note
was 6% per annum. As of September 30, 2000 and December 31, 1999, the
balance on all notes was $827,023 and $868,273, respectively.
(7) SEGMENT INFORMATION
The Company operates principally in one industry segment: the design,
development, manufacture, and marketing of semiconductor integrated
circuit test products and services. The Company's principal customers
are North American, European, and Asian semiconductor manufacturing
companies.
One of the Company's customers exceeded 10% of net sales. This
customer accounted for 17.8% and 15.5% of net sales for the nine
months ended September 30, 2000 and 1999, respectively. The accounts
receivable from the customer were $4,679,129 and $893,638 at
September 30, 2000 and 1999, respectively.
International sales represented 25.4% and 21.7% of the Company's net
sales for the nine months ended September 30, 2000 and 1999,
respectively.
The following is a summary of the Company's geographic operations for
the nine months ended September 30:
<TABLE>
<CAPTION>
NORTH AMERICA EUROPE & ASIA ELIMINATIONS CONSOLIDATED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
2000
Customer sales $69,052,782 $23,468,409 $ -- $92,521,921
Intercompany sales 1,581,576 4,062,517 (5,644,093) --
----------- ----------- ----------- -----------
Total sales $70,634,358 $27,530,926 $(5,644,093) $92,521,921
=========== =========== =========== ===========
Long-lived assets $42,627,582 $ 2,677,118 $ (159,568) $45,145,132
=========== =========== =========== ===========
1999
Customer sales $34,948,903 $ 9,691,764 $ -- $44,640,667
Intercompany sales 362,944 2,093,333 (2,456,277) --
----------- ----------- ----------- -----------
Total sales $35,311,847 $11,785,097 $(2,456,277) $44,640,667
=========== =========== =========== ===========
Long-lived assets $23,196,751 $ 3,133,246 $ (123,777) $26,206,220
=========== =========== =========== ===========
</TABLE>
83
<PAGE> 86
(8) SUBSEQUENT EVENTS
On October 11, 2000, Cerprobe Corporation and Kulicke and Soffa
Industries, Inc. ("K&S") signed a definitive agreement whereby,
subject to the terms and conditions of the agreement, K&S will
acquire Cerprobe. The acquisition, if consummated, will be made by
means of a cash tender offer by a wholly-owned subsidiary of K&S for
each share of Cerprobe common stock at a price of $20.00 per share.
This will be followed by a back-end merger of Cerprobe with that
subsidiary, with Cerprobe to remain as the surviving corporation and
a subsidiary of K&S. The total purchase price, which also includes
other acquisition-related costs, is expected to be approximately $225
million. The agreement has been unanimously approved by the boards of
directors of both companies.
The consummation of the tender offer is subject to customary closing
conditions, including that a majority of the outstanding Cerprobe
shares are tendered and the expiration or termination of the
Hart-Scott-Rodino waiting period. The expiration of the
Hart-Scott-Rodino waiting period has occurred. K&S commenced the
tender offer on October 25, 2000, which, under the Securities and
Exchange Commission rules, must be held open for a minimum of twenty
business days.
If K&S acquires at least 90% of the outstanding shares in the tender
offer, it is expected that the back-end merger will be effected
promptly after the consummation of the tender offer without a special
meeting of shareholders. If less than 90% of the shares are acquired
by K&S, a special meeting would be required for approval of the
back-end merger, which would be assured if K&S acquires a majority of
the outstanding shares in the tender offer. Cerprobe shareholders who
do not tender their shares in the tender offer and who do not
otherwise seek to have the value of their shares appraised under the
applicable appraisal procedures under Delaware Law would receive
$20.00 for each of their shares of common stock in the back-end
merger.
84
<PAGE> 87
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information required hereunder with respect to the directors will appear under
the heading "ELECTION OF DIRECTORS" in the Company's Proxy Statement for the
2001 Annual Meeting, which information is incorporated herein by reference.
The information required by Item 401(b) of Regulation S-K appears at the end of
Part I, Item 1 of this report under the heading "Executive Officers of the
Company."
ITEM 11. EXECUTIVE COMPENSATION.
The information required hereunder will appear under the heading "ADDITIONAL
INFORMATION" in the Company's Proxy Statement for the 2001 Annual Meeting, which
information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required hereunder will appear under the heading "ELECTION OF
DIRECTORS" in the Company's Proxy Statement for the 2001 Annual Meeting, which
information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required hereunder will appear under the heading "ADDITIONAL
INFORMATION" in the Company's Proxy Statement for the 2001 Annual Meeting, which
information is incorporated herein by reference.
85
<PAGE> 88
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
<TABLE>
<S> <C>
(1)(a) Financial Statements - Kulicke and Soffa Industries, Inc.:
Report of Independent Accountants 31
Consolidated Balance Sheet at September 30, 2000 and 1999 32
Consolidated Statement of Operations for the fiscal years
ended September 30, 2000, 1999 and 1998 33
Consolidated Statement of Cash Flows for the fiscal years
ended September 30, 2000, 1999 and 1998 34
Consolidated Statement of Changes in Shareholders' Equity
for the fiscal years ended September 30, 2000, 1999 and 1998 35
Notes to Consolidated Financial Statements 36 - 53
(b) Financial Statements - Cerprobe Corporation:
Report of Independent Accountants 54
Consolidated Balance Sheets at December 31, 1999 and 1998 55
Consolidated Statements of Operations for the years ended December 31,
1999, 1998 and 1997 56
Consolidated Statements of Stockholders' Equity and Comprehensive Income
for the years ended December 31, 1999, 1998 and 1997 57
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997 58 - 59
Notes to Consolidated Financial Statements 60 - 76
(c) Financial Statements - Cerprobe Corporation:
Condensed Consolidated Balance Sheets at September 30, 2000 (unaudited)
and December 31, 1999 77
Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2000 (unaudited) and 1999 78
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 (unaudited) and 1999 79
Notes to Condensed Consolidated Financial Statements 80 - 84
(2) Financial Statement Schedules:
II - Valuation and Qualifying Accounts 89
All other schedules are omitted because they are not applicable or the required information
is shown in the financial statements or notes thereto.
(3) Exhibits:
</TABLE>
EXHIBIT
NUMBER ITEM
2(i) Agreement and Plan of Merger, dated as of October 11, 2000, by and
among Kulicke and Soffa Industries, Inc., Cardinal Merger Sub.,Inc.
and Cerprobe Corporation is incorporated herein by reference from
Exhibit D(1) to the Company's Form TO filed on October 25, 2000.
86
<PAGE> 89
2(ii) Stock Option Agreement, dated October 11, 2000, by and among Kulicke
and Soffa Industries, Inc., Cardinal Merger Sub., Inc. and Cerprobe
Corporation, is incorporated herein by reference from Exhibit D(2) to
the Company's Form TO filed on October 25, 2000.
2(iii) Form of Affiliate Tender Agreement, dated as of October 11, 2000,
between Kulicke and Soffa Industries, Inc. and certain stockholders
of Cerprobe Corporation, filed as Exhibit 4 to Kulicke and Soffa
Industries, Inc.'s Schedule 13D filed on October 23, 2000 is
incorporated herein by reference.
3(i) The Company's Amended and Restated Articles of Incorporation as of
March 3, 1998, filed as Exhibit 3(i) to the Company's quarterly
report on Form 10-Q for the quarterly period ended March 31, 1998 and
Form of Amendment of Articles of Incorporation effective March 12,
1999, filed as Exhibit 3(i), to the Company's quarterly report on
Form 10-Q for the quarterly period ended March 31, 1999, are
incorporated herein by reference.
3(ii) The Company's By-Laws, as amended through June 26, 1990, filed as
Exhibit 2.2 to the Company's Form 8-A12G dated September 8, 1995, is
incorporated herein by reference.
4(i) Amended and Restated Loan Agreement between the Company and PNC Bank,
N.A. dated March 26, 1998, filed as Exhibit 10(a) to the Company's
quarterly report on Form 10-Q for the quarterly period ended March
31, 1998, is incorporated herein by reference.
4(ii) Indenture dated as of December 13, 1999 between the Company and Chase
Manhattan Trust Company, National Association, as Trustee, filed as
Exhibit 4.1 to the Company's Form 8-K dated December 13, 1999, is
incorporated herein by reference.
4(iii) Registration Rights Agreement dated as of December 13, 1999 between
the Company and Morgan Stanley & Co. Incorporated, filed as Exhibit
4.2 to the Company's Form 8-K dated December 13, 1999, is
incorporated herein by reference.
4(iv) Credit Agreement dated December 21, 2000 between the Company and
several Banks and PNC Bank, National Association, as agent for the
Banks.
10(i) Form of Termination of Employment Agreement signed by Mr. Kulicke
(Section 2(a) - 30 months), and Messrs. Perchick, Sprague, Jacobi,
Wagner, Lendner, Leonhardt, May, Salmons, Sawachi, Spooner, Wolf,
Belani, Chylak, Cristallo, Greenberger, Oscilowski, Torton, Amweg,
Camarda, Hartigan, Kish, Mak, Marrs, Rheault and Strittmatter
(Section 2(a) - 18 months), filed as Exhibit 10(vii) to the Company's
quarterly report on Form 10-Q for the quarterly period ended March
31, 1998, is incorporated herein by reference.*
10(ii) The Company's 1994 Employee Incentive Stock Option and Non-Qualified
Stock Option Plan (as amended and restated effective October 8,
1996), filed as Exhibit 10(viii) to the Company's Annual Report on
Form 10-K for the year ended September 30, 1996, is incorporated
herein by reference.*
10(iii) The Company's 1997 Non-Qualified Stock Option Plan for Non-Employee
Directors (as amended and restated effective February 9, 1999), is
incorporated herein by reference.*
10(iv) The Company's Executive Incentive Compensation Plan, As Amended
Through October 14, 1997, filed as Exhibit 10(ix) to the Company's
Annual Report on Form 10-K for the year ended September 30, 1997, is
incorporated herein by reference.*
10(v) Gold Supply Agreement, as amended October 2, 1995 between American
Fine Wire Corporation, et al, and Rothschild Australia Limited, filed
as Exhibit 10.1 to the Company's Form 8-K dated September 14, 1995 as
amended by Form 8-K/A on October 26, 1995, is incorporated herein by
reference.
10(vi) The Company's Executive Deferred Compensation Plan (As Amended and
restated Effective October 1, 1999), is incorporated herein by
reference.*
10(vii) Operating Agreement of Flip Chip Technologies, LLC dated February 28,
1996, filed as Exhibit 10 to the Company's
87
<PAGE> 90
Quarterly Report on Form 10-Q for the quarterly period ended December
31, 1996, is incorporated herein by reference.
10(viii) Convertible Loan Agreements between the Company, Flip Chip
Technologies, LLC and Delco Electronics Corporation dated June 16,
1997, October 30, 1997, February 18, 1998 and November 19, 1998 filed
as Exhibit 10(xviii) to the Company's Annual Report on Form 10-K for
the year ended September 30, 1998, is incorporated herein by
reference.
10(ix) The Company's 1998 Employee Incentive Stock Option and Non-Qualified
Stock Option Plan filed as Exhibit 10(a) to the Company's quarterly
report on Form 10-Q for the quarterly period ended March 31, 1999, is
incorporated herein by reference.*
10(x) Amendment No. 1 to the Company's 1998 Employee Incentive Stock Option
and Non-Qualified Stock Option Plan., is incorporated by reference.*
10(xi) Amendment No. 1 to the Company's 1994 Employee Incentive Stock Option
and Non-Qualified Stock Option Plan (as amended and restated
effective October 8, 1996), is incorporated by reference.*
10(xii) Amendment No. 1 to the Company's 1988 Employee Incentive Stock Option
and Non-Qualified Stock Option Plan (as amended and restated
effective October 8, 1996), is incorporated by reference.*
21 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP (Independent Accountants).
23.2 Consent of KPMG LLP (Independent Public Accountants).
27 Financial Data Schedule.
99(i) Kulicke and Soffa Industries, Inc. and Cerprobe Corporation Unaudited
Pro Forma Combined Statement of Operations and Balance Sheet
* Indicates a Management Contract or Compensatory Plan.
(b) Reports on Form 8-K:
None
88
<PAGE> 91
KULICKE AND SOFFA INDUSTRIES, INC.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Charged
Balance Charged to to other Balance
at beginning costs and accounts- Deductions at end
Description of period expenses describe describe of period
------------------------------ --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Year ended September 30, 1998
-----------------------------
Allowance for doubtful
accounts $ 2,149 $ 29 $ -- $ 501(1) $ 1,677
=============== =============== =============== =============== ===============
Inventory reserve $ 12,845 $ 4,132 $ -- $ 1,319(2) $ 15,658
=============== =============== =============== =============== ===============
Valuation allowance for
deferred taxes $ 4,654 $ 2,437(3) $ -- $ -- $ 7,091
=============== =============== =============== =============== ===============
Year ended September 30, 1999
-----------------------------
Allowance for doubtful
accounts $ 1,677 $ 812 $ -- $ 762(1) $ 1,727
=============== =============== =============== =============== ===============
Inventory reserve $ 15,658 $ 1,200 $ -- $ 1,930(2) $ 14,928
=============== =============== =============== =============== ===============
Valuation allowance for
deferred taxes $ 7,091 $ 5,124(3) $ -- $ -- $ 12,215
=============== =============== =============== =============== ===============
YEAR ENDED SEPTEMBER 30, 2000
-----------------------------
ALLOWANCE FOR DOUBTFUL
ACCOUNTS $ 1,727 $ 2,758 $ -- $ 130(1) $ 4,355
=============== =============== =============== =============== ===============
INVENTORY RESERVE $ 14,928 $ 6,978 $ -- $ 5,665(2) $ 16,241
=============== =============== =============== =============== ===============
VALUATION ALLOWANCE FOR
DEFERRED TAXES $ 12,215 $ 509(3) $ -- $ -- $ 12,724
=============== =============== =============== =============== ===============
</TABLE>
(1) Bad debts written off.
(2) Disposal of excess and obsolete inventory.
(3) Reflects the increase in the valuation allowance
associated with net operating losses of the Company's
Japanese subsidiary plus an increase in the valuation
allowance related to U.S. tax credits.
89
<PAGE> 92
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
KULICKE and SOFFA INDUSTRIES, INC.
By: /s/ C. SCOTT KULICKE
--------------------------------
C. Scott Kulicke
Chairman of the Board and
Chief Executive Officer
Dated: December 27, 2000
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, this Report has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
-------------------------------------------- ----------------------------- --------------------
<S> <C> <C>
/s/ C. SCOTT KULICKE
-----------------------------------------
C. Scott Kulicke Chairman of the Board December 27, 2000
(Principal Executive Officer) and Director
/s/ CLIFFORD G. SPRAGUE
-----------------------------------------
Clifford G. Sprague Senior Vice President December 27, 2000
(Principal Financial Officer) and Chief Financial
Officer
/s/ PHILIP V. GERDINE
-----------------------------------------
Philip V. Gerdine Director December 27, 2000
/s/ JOHN A. O'STEEN
-----------------------------------------
John A. O'Steen Director December 27, 2000
/s/ ALLISON F. PAGE
-----------------------------------------
Allison F. Page Director December 27, 2000
/s/ MACDONELL ROEHM, JR.
-----------------------------------------
MacDonell Roehm, Jr. Director December 27, 2000
/s/ LARRY D. STRIPLIN, JR.
-----------------------------------------
Larry D. Striplin, Jr. Director December 27, 2000
/s/ C. WILLIAM ZADEL
-----------------------------------------
C. William Zadel Director December 27, 2000
</TABLE>
<PAGE> 93
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE> 94
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
ITEM
<S> <C>
4(iv) Credit Agreement dated December 21, 2000 between the Company and
several Banks and PNC Bank, National Association, as agent for the
Banks.
21 Subsidiaries of the Company.
23.1 Consent of PricewaterhouseCoopers LLP (Independent
Accountants)
23.2 Consent of KPMG LLP (Independent Public Accountants)
27 Financial Data Schedule
99(i) Kulicke and Soffa Industries, Inc. and Cerprobe Corporation
Unaudited Pro Forma Combined Statement of Operations and Balance Sheet
</TABLE>
