Form 8-K ELECTRO SCIENTIFIC INDUS For: Oct 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2014
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ELECTRO SCIENTIFIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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OREGON | � | 0-12853 | � | 93-0370304 |
(State or other jurisdiction of incorporation) | � | (Commission File Number) | � | (IRS Employer Identification No.) |
13900 NW Science Park Drive, Portland, Oregon | � | 97229 | ||
(Address of principal executive offices) | � | (Zip Code) | ||
Registrants telephone number, including area code: (503)�641-4141
No Change
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02����Results of Operations and Financial Condition
On October 30, 2014, Electro Scientific Industries, Inc. (the Company ) announced its financial results for the second quarter of fiscal 2015. The Companys press release announcing this event is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01����Financial Statements and Exhibits
(d)Exhibits
99.1����Press release dated October 30, 2014
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 30, 2014
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Electro Scientific Industries, Inc. | |||
By: | � | /s/ Paul Oldham | |
Name: | � | Paul Oldham | |
Title: | � | Vice President of Administration, Chief Financial Officer and Corporate Secretary | |
Brian Smith
ESI
503-672-5760
[email protected]��������������������������������������������
ESI Announces Second Quarter Fiscal 2015 Results
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PORTLAND, Ore. October 30, 2014 Electro Scientific Industries, Inc. (NASDAQ: ESIO), the premier source for innovative laser-based manufacturing solutions for the microtechnology industry, today announced results for its fiscal 2015 second quarter ended September�27, 2014. Financial measures are provided on both a GAAP and a non-GAAP basis, which excludes the impact of purchase accounting, equity compensation, and other items.
Revenue in the second quarter was $42.9 million, compared to $35.0 million in the first quarter of 2015 and $59.6 million in the second quarter of last fiscal year. GAAP net loss was $6.2 million or $0.20 per share. Non-GAAP second quarter net loss was $4.9 million or $0.16 per share.
Our second quarter reflected sequential growth in sales and gross profit, combined with sequentially lower operating expenses, stated Ed Grady, president and CEO of ESI. The result was a 40% decrease in our non-GAAP operating loss versus the prior quarter.
Bookings for the second quarter were $43.0 million, compared to $47.3 million in the prior quarter. Grady continued, Demand for our flex via drilling products remained strong, as did demand for after-sales service and support. In addition, we executed well against our milestones to set the foundation for growth and profitability, with the announcement and shipment of the first multi-unit order for our new mid-range platform with an internally-developed laser, and the securing of new agreements with industry-leading channel partners to extend our reach in Asia.
ESI Announces Second Quarter Fiscal 2015 Results
GAAP gross margin was 36.8%. Non-GAAP gross margin was 37.7% compared to 39.5% in the prior quarter. Operating expenses were $21.3 million, down from $22.2 million in the prior quarter. On a non-GAAP basis operating expenses decreased to $20.4 million from $21.0 million last quarter. Non-GAAP operating loss was $4.2 million compared to $7.1 million in the first quarter.
Balance Sheet and Cash Flow
At quarter end, cash and investments were $98 million. The company used $3.8 million in cash from operations during the quarter and paid $2.4 million for the quarterly dividend of $0.08 per share. Inventories decreased by $4.6 million and trade receivables increased by $6.4 million on higher shipments.
Third Quarter 2015 Outlook
Based on recent order levels, ESI expects revenues for the third quarter of fiscal 2015 to be around $40 million. Non-GAAP loss per share is expected to be $0.16 to $0.21.
Grady concluded, We are changing our processes and approach in order to better connect our core competencies to large and growing markets. As we execute our plans to revitalize ESI we expect to begin seeing results over the next several quarters that will lead to top line growth and a return to profitability."
The company will hold a conference call today at 5:00 p.m. ET. The session will include a review of the financial results, operational performance and business outlook, and also a question and answer period.
The conference call can be accessed by calling 888-339-2688 (domestic participants) or 617-847-3007 (international participants). The conference ID number is 44681861. A live audio webcast can be accessed at www.esi.com. Upon completion of the call, an audio replay will be accessible through November 9, 2014, at 888-286-8010 (domestic participants) or 617-801-6888 (international participants), passcode 45623341. The webcast will be available on ESIs website for one year.
Discussion of Non-GAAP Financial Measures
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
In this press release, we have presented financial measures which have not been determined in accordance with generally accepted accounting principles (GAAP) and are therefore non-GAAP financial measures. Non-GAAP financial measures exclude the impact of purchase accounting, equity compensation, restructuring charges and other items. We believe that this presentation of non-GAAP financial measures allows investors to better assess the companys operating performance by comparing it to prior periods on a more consistent basis. We have included a reconciliation of various non-GAAP financial measures to those measures reported in accordance with GAAP. Because our calculation of non-GAAP financial measures may differ from similar measures used by other companies, investors should be careful when comparing our non-GAAP financial measures to those of other companies.
About ESI
ESIs integrated solutions allow industrial designers and process engineers to control the power of laser light to transform materials in ways that differentiate their consumer electronics, wearable devices, semiconductor circuits and high-precision components for market advantage. ESIs laser-based manufacturing solutions feature the micro-machining industrys highest precision and speed, and target the lowest total cost of ownership. ESI is headquartered in Portland, Ore., with global operations from the�Pacific Northwest�to the�Pacific Rim. More information is available at www.esi.com.
Forward-Looking Statements
This press release includes forward-looking statements about the markets we serve, growth, revenue, profitability and earnings per share. These forward-looking statements are based on information available to us on the date of this release and we assume no obligation to update these forward-looking statements for any reason. Actual results may differ materially from those in the forward-looking statements. Risks and uncertainties that may affect the forward-looking statements include: the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; risks related to the relative strength and volatility of the electronics industrywhich is dependent on many factors, including component prices, global economic strength and political stability, timing of consumer product introductions and overall demand for electronic devices (such as semiconductors, printed circuit boards, displays, LEDs, capacitors and other components) used in wireless telecommunications equipment, computers and consumer and automotive electronics; the health of the financial markets and availability of credit for end customers and related effect on the global economy; the volatility associated with the industries we serve which includes the relative level of capacity and demand, and financial strength of the manufacturers; the risk that customer orders may be canceled or delayed; the ability of the company to respond promptly to customer requirements; the risk that the company may not be able to ship products on the schedule required by customers, whether as a result of production delays, supply delays, or otherwise; the ability of the company to develop, manufacture and successfully deliver new products and
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
enhancements; the risk that customer acceptance of new or customized products may be delayed; the risk that large orders and related revenues may not be repeated; the companys need to continue investing in research and development; the companys ability to hire and retain key employees; the companys ability to create and sustain intellectual property protection around its products; the risk that competing or alternative technologies could reduce demand for our products; the risk that we may not be successful in penetrating new or adjacent markets; foreign currency fluctuations; the companys ability to utilize recorded deferred tax assets; taxes, interest or penalties resulting from tax audits; and changes in tax laws or the interpretation of such tax laws.
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
Electro Scientific Industries, Inc.
Second Quarter Fiscal 2015 Results
(In thousands, except per share data)
(Unaudited)
Operating Results: | |||||||||||||||||||
Fiscal quarter ended | Two fiscal quarters ended | ||||||||||||||||||
Sep 27, 2014 | Jun 28, 2014 | Sep 28, 2013 | Sep 27, 2014 | Sep 28, 2013 | |||||||||||||||
Net sales | $ | 42,856 | $ | 35,030 | $ | 59,647 | $ | 77,886 | $ | 105,819 | |||||||||
Cost of sales | 27,075 | 21,795 | 35,015 | 48,870 | 61,801 | ||||||||||||||
Gross profit | 15,781 | 13,235 | 24,632 | 29,016 | 44,018 | ||||||||||||||
37 | % | 38 | % | 41 | % | 37 | % | 42 | % | ||||||||||
Operating expenses: | |||||||||||||||||||
Selling, service and administration | 12,915 | 13,100 | 14,251 | 26,015 | 28,798 | ||||||||||||||
Research, development and engineering | 8,424 | 9,145 | 9,719 | 17,569 | 18,144 | ||||||||||||||
Gain on acquisition of Semiconductor Systems business | (35 | ) | (499 | ) | |||||||||||||||
Net operating expenses | 21,339 | 22,245 | 23,935 | 43,584 | 46,443 | ||||||||||||||
Operating (loss) income | (5,558 | ) | (9,010 | ) | 697 | (14,568 | ) | (2,425 | ) | ||||||||||
Non-operating (expense) income: | |||||||||||||||||||
Other-than-temporary impairment of cost based investments | (3,588 | ) | (3,588 | ) | |||||||||||||||
Interest and other (expense) income, net | (244 | ) | 46 | 80 | (198 | ) | 20 | ||||||||||||
Total non-operating (expense) income | (244 | ) | 46 | (3,508 | ) | (198 | ) | (3,568 | ) | ||||||||||
Loss before income taxes | (5,802 | ) | (8,964 | ) | (2,811 | ) | (14,766 | ) | (5,993 | ) | |||||||||
Provision for (benefit from) income taxes | 441 | (713 | ) | (33 | ) | (272 | ) | 68 | |||||||||||
Net loss | $ | (6,243 | ) | $ | (8,251 | ) | $ | (2,778 | ) | $ | (14,494 | ) | $ | (6,061 | ) | ||||
Net loss per sharebasic | $ | (0.20 | ) | $ | (0.27 | ) | $ | (0.09 | ) | $ | (0.48 | ) | $ | (0.20 | ) | ||||
Net loss per sharediluted | $ | (0.20 | ) | $ | (0.27 | ) | $ | (0.09 | ) | $ | (0.48 | ) | $ | (0.20 | ) | ||||
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
Electro Scientific Industries, Inc.
Second Quarter Fiscal 2015 Results
(Amounts in thousands)
(Unaudited)
Financial Position As Of: | |||||||||||
Sep 27, 2014 | Jun 28, 2014 | Mar 29, 2014 | |||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 79,255 | $ | 82,459 | $ | 68,461 | |||||
Short-term investments | 18,548 | 23,866 | 38,444 | ||||||||
Trade receivables, net | 39,390 | 32,957 | 37,813 | ||||||||
Inventories | 55,749 | 60,398 | 58,902 | ||||||||
Shipped systems pending acceptance | 5,180 | 2,547 | 2,054 | ||||||||
Deferred income taxes, net | 145 | 160 | 161 | ||||||||
Other current assets | 4,019 | 4,563 | 4,674 | ||||||||
Total current assets | 202,286 | 206,950 | 210,509 | ||||||||
Non-current assets: | |||||||||||
Non-current investments | 3,985 | ||||||||||
Property, plant and equipment, net | 26,867 | 27,086 | 27,930 | ||||||||
Non-current deferred income taxes, net | 677 | 811 | 704 | ||||||||
Goodwill | 7,889 | 7,889 | 7,889 | ||||||||
Acquired intangible assets, net | 5,988 | 6,305 | 6,845 | ||||||||
Other assets | 12,309 | 12,253 | 12,347 | ||||||||
Total assets | $ | 256,016 | $ | 261,294 | $ | 270,209 | |||||
Liabilities and shareholders' equity | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 12,659 | $ | 14,597 | $ | 14,465 | |||||
Accrued liabilities | 21,059 | 21,101 | 20,524 | ||||||||
Deferred income tax liability, net | 170 | 170 | 170 | ||||||||
Deferred revenue | 16,440 | 12,268 | 10,515 | ||||||||
Total current liabilities | 50,328 | 48,136 | 45,674 | ||||||||
Non-current income taxes payable | 1,177 | 1,151 | 1,654 | ||||||||
Shareholders' equity: | |||||||||||
Preferred and common stock | 183,833 | 182,451 | 183,193 | ||||||||
Retained earnings | 20,008 | 28,668 | 39,336 | ||||||||
Accumulated other comprehensive income | 670 | 888 | 352 | ||||||||
Total shareholders' equity | 204,511 | 212,007 | 222,881 | ||||||||
Total liabilities and shareholders' equity | $ | 256,016 | $ | 261,294 | $ | 270,209 | |||||
End of period shares outstanding | 30,610 | 30,495 | 30,155 | ||||||||
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
Electro Scientific Industries, Inc.
Analysis of Second Quarter Fiscal 2015 Results
(Dollars and shares in thousands)
(Unaudited)
Fiscal quarter ended | Two fiscal quarters ended | ||||||||||||||||||
Sep 27, 2014 | Jun 28, 2014 | Sep 28, 2013 | Sep 27, 2014 | Sep 28, 2013 | |||||||||||||||
Sales detail: | |||||||||||||||||||
Interconnect�& Microfabrication Group | $ | 26,600 | $ | 20,948 | $ | 38,301 | $ | 47,548 | $ | 72,718 | |||||||||
Semiconductor Group | 9,767 | 10,749 | 10,935 | 20,516 | 16,548 | ||||||||||||||
Components Group | 6,489 | 3,333 | 10,411 | 9,822 | 16,553 | ||||||||||||||
Total | $ | 42,856 | $ | 35,030 | $ | 59,647 | $ | 77,886 | $ | 105,819 | |||||||||
Gross margin % | 37 | % | 38 | % | 41 | % | 37 | % | 42 | % | |||||||||
Selling, service and administration expense % | 30 | % | 37 | % | 24 | % | 33 | % | 27 | % | |||||||||
Research, development and engineering expense % | 20 | % | 26 | % | 16 | % | 23 | % | 17 | % | |||||||||
Operating (loss) income % | (13 | %) | (26 | %) | 1 | % | (19 | %) | (2 | %) | |||||||||
Effective tax rate % | (8 | %) | 8 | % | 1 | % | 2 | % | (1 | %) | |||||||||
Weighted average shares outstanding - basic | 30,552 | 30,353 | 29,967 | 30,452 | 29,856 | ||||||||||||||
Weighted average shares outstanding - diluted | 30,552 | 30,353 | 29,967 | 30,452 | 29,856 | ||||||||||||||
End of period employees | 634 | 618 | 626 | 634 | 626 | ||||||||||||||
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
Electro Scientific Industries, Inc.
Second Quarter Fiscal 2015 Results
(In thousands, except per share data)
(Unaudited)
Reconciliation of GAAP to Non-GAAP Financial Measures: | |||||||||||||||||||
Fiscal quarter ended | Two fiscal quarters ended | ||||||||||||||||||
Sep 27, 2014 | Jun 28, 2014 | Sep 28, 2013 | Sep 27, 2014 | Sep 28, 2013 | |||||||||||||||
Gross profit per GAAP | $ | 15,781 | $ | 13,235 | $ | 24,632 | $ | 29,016 | $ | 44,018 | |||||||||
Purchase accounting | 226 | 447 | 965 | 673 | 1,654 | ||||||||||||||
Equity compensation | 152 | 168 | 189 | 320 | 374 | ||||||||||||||
Non-GAAP gross profit | $ | 16,159 | $ | 13,850 | $ | 25,786 | $ | 30,009 | $ | 46,046 | |||||||||
Non-GAAP gross margin | 37.7 | % | 39.5 | % | 43.2 | % | 38.5 | % | 43.5 | % | |||||||||
Operating expenses per GAAP | $ | 21,339 | $ | 22,245 | $ | 23,935 | $ | 43,584 | $ | 46,443 | |||||||||
Purchase accounting | (90 | ) | (90 | ) | (357 | ) | (180 | ) | (623 | ) | |||||||||
Equity compensation | (881 | ) | (1,162 | ) | (1,045 | ) | (2,043 | ) | (3,494 | ) | |||||||||
Acquisition and integration costs | (590 | ) | (994 | ) | |||||||||||||||
Restructuring credits | 90 | 90 | |||||||||||||||||
Legal settlement costs | (55 | ) | |||||||||||||||||
Gain on purchase of acquisition of Semiconductor Systems business | 35 | 499 | |||||||||||||||||
Non-GAAP operating expenses | $ | 20,368 | $ | 20,993 | $ | 22,068 | $ | 41,361 | $ | 41,866 | |||||||||
% of Net sales | 48 | % | 60 | % | 37 | % | 53 | % | 40 | % | |||||||||
Operating (loss) income per GAAP | $ | (5,558 | ) | $ | (9,010 | ) | $ | 697 | $ | (14,568 | ) | $ | (2,425 | ) | |||||
Non-GAAP adjustments to gross profit | 378 | 615 | 1,154 | 993 | 2,028 | ||||||||||||||
Non-GAAP adjustments to operating expenses | 971 | 1,252 | 1,867 | 2,223 | 4,577 | ||||||||||||||
Non-GAAP operating (loss) income | $ | (4,209 | ) | $ | (7,143 | ) | $ | 3,718 | $ | (11,352 | ) | $ | 4,180 | ||||||
% of Net sales | (10 | %) | (20 | %) | 6 | % | (15 | %) | 4 | % | |||||||||
Non-operating (expense) income, net per GAAP | $ | (244 | ) | $ | 46 | $ | (3,508 | ) | $ | (198 | ) | $ | (3,568 | ) | |||||
Other-than-temporary impairment of cost based investments | 3,588 | 3,588 | |||||||||||||||||
Non-GAAP non-operating (expense) income | $ | (244 | ) | $ | 46 | $ | 80 | $ | (198 | ) | $ | 20 | |||||||
Net loss per GAAP | $ | (6,243 | ) | $ | (8,251 | ) | $ | (2,778 | ) | $ | (14,494 | ) | $ | (6,061 | ) | ||||
Non-GAAP adjustments to gross profit | 378 | 615 | 1,154 | 993 | 2,028 | ||||||||||||||
Non-GAAP adjustments to operating expenses | 971 | 1,252 | 1,867 | 2,223 | 4,577 | ||||||||||||||
Non-GAAP adjustments to non-operating expense | 3,588 | 3,588 | |||||||||||||||||
Income tax effect of other non-GAAP adjustments | 43 | (966 | ) | (1,193 | ) | (923 | ) | (1,139 | ) | ||||||||||
Non-GAAP net (loss) income | $ | (4,851 | ) | $ | (7,350 | ) | $ | 2,638 | $ | (12,201 | ) | $ | 2,993 | ||||||
% of Net sales | (11 | %) | (21 | %) | 4 | % | (16 | %) | 3 | % | |||||||||
Basic Non-GAAP net (loss) income per share | $ | (0.16 | ) | $ | (0.24 | ) | $ | 0.09 | $ | (0.40 | ) | $ | 0.10 | ||||||
Diluted Non-GAAP net (loss) income per share | $ | (0.16 | ) | $ | (0.24 | ) | $ | 0.09 | $ | (0.40 | ) | $ | 0.10 | ||||||
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
ESI Announces Second Quarter Fiscal 2015 Results
Electro Scientific Industries, Inc.
Second Quarter Fiscal 2015 Results
(Amounts in thousands)
(Unaudited)
Consolidated Condensed Statements of Cash Flows: | |||||||||||||||||||
Fiscal quarter ended | Two fiscal quarters ended | ||||||||||||||||||
Sep 27, 2014 | Jun 28, 2014 | Sep 28, 2013 | Sep 27, 2014 | Sep 28, 2013 | |||||||||||||||
Net loss | $ | (6,243 | ) | $ | (8,251 | ) | $ | (2,778 | ) | $ | (14,494 | ) | $ | (6,061 | ) | ||||
Non-cash adjustments and changes in operating activities | 2,404 | 8,988 | 8,369 | 11,392 | 2,952 | ||||||||||||||
Net cash (used in) provided by operating activities | (3,839 | ) | 737 | 5,591 | (3,102 | ) | (3,109 | ) | |||||||||||
Net cash provided by (used in) investing activities | 3,573 | 17,234 | (5,796 | ) | 20,807 | (8,883 | ) | ||||||||||||
Net cash used in financing activities | (2,190 | ) | (4,362 | ) | (2,020 | ) | (6,552 | ) | (5,195 | ) | |||||||||
Effect of exchange rate changes on cash | (748 | ) | 389 | 435 | (359 | ) | 249 | ||||||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | (3,204 | ) | 13,998 | (1,790 | ) | 10,794 | (16,938 | ) | |||||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 82,459 | 68,461 | 73,765 | 68,461 | 88,913 | ||||||||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 79,255 | $ | 82,459 | $ | 71,975 | $ | 79,255 | $ | 71,975 | |||||||||
13900 NW Science Park Drive | Portland, Oregon 97229 | 503.641.4141 | www.esi.com
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