Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Apr. 30, 2014 |
Basis of Presentation | ' |
Basis of Presentation |
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). These footnotes condense or omit information and disclosures which substantially duplicate information provided in the Company’s latest audited financial statements. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2013. In the opinion of management, these unaudited consolidated financial statements reflect all adjustments, including normal recurring accruals, necessary for a fair presentation of the results for the interim periods presented. The operating results for the three and nine months ended April 30, 2014 are not necessarily indicative of future trends or the Company’s results of operations for the entire fiscal year ending July 31, 2014. |
These unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Revenue Recognition | ' |
Revenue Recognition |
The Company recognizes revenue based on guidance provided in Topic 605, Revenue Recognition, to the Financial Accounting Standards Board Codification (“FASB ASC”) and Accounting Standards Update 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price is fixed or determinable and collectability is reasonably assured. |
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Revenue related to product sales is recognized when: (a) the Company has a written sales agreement; (b) delivery has occurred or service has been rendered; (c) the price is fixed or determinable; (d) collectability is reasonably assured; (e) the product delivered is a standard product with historically demonstrated acceptance; and (f) there is no unique customer acceptance provision or payment tied to acceptance or an undelivered element significant to the functionality of the system. Generally, payment terms are time based after product shipment. When sales to a customer involve multiple elements, revenue is recognized of the delivered element provided that (1) the undelivered element is a proven technology, (2) there is a history of acceptance on the product with the customer, (3) the undelivered element is not essential to the customer’s application, (4) the delivered item(s) has value to the customer on a stand-alone basis, and (5) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The arrangement consideration, or the amount of revenue to be recognized on each separate unit of accounting, is allocated at the inception of the arrangement to all deliverables on the basis of their relative selling price. |
Revenue related to spare parts is recognized on shipment. |
Revenue related to maintenance and service contracts is recognized ratably over the duration of the contracts. Net service sales as presented in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss) includes revenue associated with LTX-Credence maintenance and service contracts only. |
Inventories | ' |
Inventories |
Inventories are stated at the lower of cost or market, determined on the first-in, first-out (“FIFO”) method, and include materials, labor and manufacturing overhead. The components of inventories are as follows: |
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| | April 30, | | | July 31, | | | | | | | | | | | | | |
2014 | 2013 | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
Material and purchased components | | $ | 23,378 | | | $ | 15,379 | | | | | | | | | | | | | |
Work-in-process | | | 24,986 | | | | 2,887 | | | | | | | | | | | | | |
Finished equipment, including inventory consigned to customers | | | 21,577 | | | | 10,873 | | | | | | | | | | | | | |
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Total inventories | | $ | 69,941 | | | $ | 29,139 | | | | | | | | | | | | | |
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The Company establishes inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products or market conditions. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors including forecasted sales or usage, estimated product end of life dates, estimated current and future market value, and new product introductions. |
Purchasing and usage alternatives are also explored to mitigate inventory exposure. When recorded, reserves are intended to reduce the carrying value of inventory to its net realizable value. As of April 30, 2014 and July 31, 2013, inventory was stated net of inventory reserves of $43.9 million and $41.8 million, respectively. If actual demand for products deteriorates or market conditions are less favorable than projected, additional inventory reserves may be required. Such reserves are not reversed until the related inventory is sold or otherwise disposed of. |
Goodwill and Other Intangibles | ' |
Goodwill and Other Intangibles |
The Company performs its annual goodwill impairment test as required under the provisions of Topic 350-10, Intangibles—Goodwill and Other to the FASB ASC on July 31 of each fiscal year unless interim indicators of impairment exist. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. The Company’s goodwill represents the excess of acquisition costs over estimated fair value of net assets acquired from StepTech, Inc on June 10, 2003, and from the Company’s merger with Credence Systems Corporation (“Credence”) on August 29, 2008. There was no goodwill associated with the acquisition of the ECT and Multitest businesses on December 1, 2013. As a result of the recent Dover Acquisition, the Company is still evaluating the impact on the structure of the reporting units of the combined company. During the three months ended April 30, 2014, the Company did not identify any triggering events that would result in an interim test of goodwill. |
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Amortizable intangible assets which relate to the acquisition of the ECT and Multitest businesses and the Credence merger, consist of the following, and are included in intangibles asset, net on the Company’s Consolidated Balance Sheets: |
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| | | | | As of April 30, 2014 | |
Description | | Estimated | | | Gross Carrying | | | Accumulated | | | Net Amount | |
Useful Life | Amount | Amortization |
| | (in years) | | | (in thousands) | | | | | (in thousands) | | | | | (in thousands) | |
Developed technology—ASL | | | 6.0 | | | $ | 16,000 | | | | | $ | (15,934) | | | | | $ | 66 | |
Developed technology—Diamond | | | 9.0 | | | | 9,400 | | | | | | (9,082) | | | | | | 318 | |
Maintenance agreements—Credence | | | 7.0 | | | | 1,900 | | | | | | (1,290) | | | | | | 610 | |
Developed technology — Multitest | | | 10.0 | | | | 1,300 | | | | | | (171) | | | | | | 1,129 | |
Developed technology — Everett Charles Technologies | | | 10.0 | | | | 600 | | | | | | (81) | | | | | | 519 | |
Developed technology — atg L&M | | | 10.0 | | | | 1,800 | | | | | | (218) | | | | | | 1,582 | |
Customer relationships | | | 7.0 | | | | 400 | | | | | | (110) | | | | | | 290 | |
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Total intangible assets | | | | | | $ | 31,400 | | | | | $ | (26,886) | | | | | $ | 4,514 | |
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| | Estimated | | | As of July 31, 2013 | | | | | |
Description | | Useful Life | | Gross Carrying | | | Accumulated | | | Net Amount | | | | | |
| Amount | Amortization | | | | |
| | (in years) | | | (in thousands) | | | (in thousands) | | | (in thousands) | | | | | |
Developed technology—ASL | | | 6.0 | | | | 16,000 | | | | (15,737) | | | | 263 | | | | | |
Developed technology—Diamond | | | 9.0 | | | | 9,400 | | | | (8,906) | | | | 494 | | | | | |
Maintenance agreements—Credence | | | 7.0 | | | | 1,900 | | | | (1,086) | | | | 814 | | | | | |
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Total intangible assets | | | | | | $ | 27,300 | | | $ | (25,729) | | | $ | 1,571 | | | | | |
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Intangible assets, other than trademarks owned by the Company, are amortized based upon the pattern of estimated economic use over their estimated useful lives. The weighted average estimated remaining useful life over which these intangible assets will be amortized is 2.5 years. |
The Company expects amortization for these intangible assets to be: |
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Year ending July 31, | | Amount | | | | | | | | | | | | | | | | | |
(in thousands) | | | | | | | | | | | | | | | | |
Remainder of 2014 | | $ | 540 | | | | | | | | | | | | | | | | | |
2015 | | | 1,429 | | | | | | | | | | | | | | | | | |
2016 | | | 982 | | | | | | | | | | | | | | | | | |
2017 | | | 564 | | | | | | | | | | | | | | | | | |
2018 | | | 362 | | | | | | | | | | | | | | | | | |
Thereafter | | | 637 | | | | | | | | | | | | | | | | | |
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Total | | $ | 4,514 | | | | | | | | | | | | | | | | | |
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Also included in intangible assets, net on the Company’s Consolidated Balance Sheets at April 30, 2014 is $5.0 million of trademarks which were acquired in the Dover Acquisition. These assets have indefinite lives and are therefore not subject to amortization by the Company. |
Impairment of Long-Lived Assets Other Than Goodwill and Indefinite Lived Intangibles | ' |
Impairment of Long-Lived Assets Other Than Goodwill and Indefinite Lived Intangibles |
On an ongoing basis, management reviews the value of and period of amortization or depreciation of the Company’s long-lived assets. In accordance with Topic 360, Property, Plant and Equipment, to the FASB ASC, the Company reviews whether impairment losses exist on its long-lived assets other than goodwill when indicators of impairment are present. During this review, the Company assesses future cash flows and re-evaluates the significant assumptions used in determining the original cost of long-lived assets other than goodwill. Although the assumptions may vary, they generally include revenue growth, operating results, cash flows and other indicators of value. Management then determines whether there has been a permanent impairment of the value of long-lived assets based upon events or circumstances that have occurred since acquisition. The impairment amount recognized is based upon a determination of the impaired asset’s fair value compared to its carrying value. As of April 30, 2014 and July 31, 2013 there were no indicators that required the Company to conduct a recoverability test as of those dates. |
Foreign Currency Remeasurement | ' |
Foreign Currency Remeasurement |
The financial statements of the Company’s foreign subsidiaries are remeasured in accordance with Topic 830, Foreign Currency Matters, to the FASB ASC. The Company’s functional currency is the U.S. dollar. Accordingly, the Company’s foreign subsidiaries remeasure monetary assets and liabilities at month-end exchange rates while long-term non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the month. Net gains or losses resulting from foreign currency remeasurement and transaction gains or losses are included in the consolidated results of operations as a component of other expense, net, and were not significant for the three and nine months ended April 30, 2014 and 2013. The functional currency of each of the Acquired Businesses was historically the local currency and net gains or losses resulting from foreign currency remeasurement and translation gains or losses are recorded in stockholders’ equity as accumulated other comprehensive income (loss). The Company recorded $0.8 million of net foreign currency translation gain for the period December 1, 2013 to April 30, 2014. The Company is in the process of reevaluating its functional currency. |
Product Warranty Costs | ' |
Product Warranty Costs |
Certain of the Company’s products are sold with warranty provisions that require it to remedy deficiencies in quality or performance of products over a specified period of time at no cost to its customers. The Company generally offers a warranty for most of its products, the standard terms and conditions of which are based on the product sold and the customer. For all products sold, subject to warranty, the Company accrues a liability for the estimated cost of standard warranty at the time of product shipment. Factors that impact the expected product warranty liability include the number of installed products, historical and anticipated product failure rates, material usage and service labor costs. The Company periodically assesses the adequacy of its recorded product warranty liability and adjusts it as necessary. |
The following table shows the change in the Company’s product warranty liability, as required by Topic 460, Guarantees, to the FASB ASC for the nine months ended April 30, 2014 and 2013: |
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| | Nine Months Ended | | | | | | | | | | | | | |
April 30, | | | | | | | | | | | | |
Product Warranty Activity | | 2014 | | | 2013 | | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | |
Balance at beginning of period | | $ | 1,217 | | | $ | 1,672 | | | | | | | | | | | | | |
Warranty reserve acquired from ECT and Multitest | | | 1,970 | | | | — | | | | | | | | | | | | | |
Warranty expenditures for current period | | | (3,094) | | | | (2,834) | | | | | | | | | | | | | |
Changes in liability related to pre-existing warranties | | | (96) | | | | (86) | | | | | | | | | | | | | |
Provision for warranty costs in the period | | | 2,997 | | | | 2,543 | | | | | | | | | | | | | |
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Balance at end of period | | $ | 2,994 | | | $ | 1,295 | | | | | | | | | | | | | |
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Engineering and Product Development Expenses | ' |
Engineering and Product Development Expenses |
The Company expenses all engineering, research and development expenses as incurred. |
Shipping and Handling Costs | ' |
Shipping and Handling Costs |
Shipping and handling costs are included in cost of sales in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss ). Shipping and handling costs were insignificant for the three and nine months ended April 30, 2014 and 2013. |
Income Taxes | ' |
Income Taxes |
Provision for income taxes relates principally to operating results of foreign entities in jurisdictions primarily in Asia and Europe and the release of reserves due to statute of limitation expirations. |
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As of April 30, 2014 and July 31, 2013, the Company’s total liability for unrecognized income tax benefits was $6.6 million and $6.8 million, respectively (of which $3.0 million and $3.2 million, if recognized, would impact the Company’s income tax rate). The Company recognizes interest and penalties related to uncertain tax positions as a component of provision for income taxes. As of April 30, 2014 and July 31, 2013, the Company had accrued approximately $0.9 million for potential payment of accrued interest and penalties. |
The Company conducts business globally and, as a result, the Company and its subsidiaries or branches file income tax returns in the U.S. federal jurisdiction and various U.S. state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Singapore, Malaysia, China, France and Germany. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations for the years prior to 1998. |
As a result of completion of the Company’s merger with Credence Systems Corporation (“Credence”) on August 29, 2008, a greater than 50% cumulative ownership change in both entities triggered a significant limitation in net operating loss carryforward utilization. The Company’s ability to use operating and acquired U.S. net operating loss and credit carryforwards is subject to annual limitation as defined in sections 382 and 383 of the Internal Revenue Code. The Company currently estimates that the annual limitation on its use of net operating losses generated through August 29, 2008 will be approximately $10.1 million which, based on currently enacted federal carryforward periods, limits the amount of net operating losses able to be used to approximately $202.0 million. The Company currently has a full valuation allowance against the U.S. net operating loss and credit carryforwards, and will continue to assess the realizability of these carryforwards in subsequent periods. |
Accounting for Stock-Based Compensation | ' |
Accounting for Stock-Based Compensation |
The Company has equity awards outstanding under various stock-based compensation plans, including the Company’s 2010 Stock Plan, as amended on November 26, 2010 (“2010 Plan”), the Company’s 2004 Stock Plan, the Company’s 2001 Stock Plan, the Company’s 1999 Stock Plan, and the Company’s 1993 Stock Plan. In addition, the Company assumed and has made awards that remain outstanding under the StepTech, Inc. Stock Option Plan as part of its acquisition of StepTech, Inc. (“StepTech”) in 2003 and the Credence 2005 Stock Incentive Plan in connection with the Credence merger. The Company can only grant new awards under the 2010 Plan. |
The Company recognizes stock-based compensation expense for its equity awards in accordance with the provisions of Topic 718, Compensation—Stock Compensation to the FASB ASC (“Topic 718”). Under Topic 718, the Company is required to recognize as expense the estimated fair value as of the grant date of all share-based payments to employees. In accordance with this standard, the Company has elected to recognize the compensation cost of each service-based award on a straight-line basis over the vesting period of such award. The Company recorded stock-based compensation expense of approximately $1.3 million and $3.7 million for the three and nine months ended April 30, 2014, in connection with its share-based payments. |
On February 27, 2014, the Company’s Board of Directors and Compensation Committee granted 300,000 restricted stock unit awards to certain employees, all of which are service-based. Of these awards, 96,000 vest 25% in each of the next four years. The remaining 204,000 awards vest 50% on December 1, 2014 and 50% on December 1, 2015. The Company will recognize the stock-based compensation expense related to these awards over their vesting periods. |
Net loss per share | ' |
Net loss per share |
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Because the Company was in a net loss position for all periods presented, diluted loss per share equals basic loss per share. The Company’s net loss and diluted loss per share for the three and nine months ended April 30, 2014 and 2013 is as follows: |
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| | Three Months Ended | | | Nine Months Ended | | | | | |
April 30, | April 30, | | | | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | |
| | (in thousands, except per share data) | | | | | |
Net loss | | $ | (200) | | | $ | (4,744) | | | $ | (12,681) | | | $ | (7,471) | | | | | |
Basic and diluted earnings per share: | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding- basic and diluted | | | 48,356 | | | | 47,547 | | | | 48,156 | | | | 47,761 | | | | | |
Basic and diluted loss per share | | $ | (0.00) | | | $ | (0.10) | | | $ | (0.26) | | | $ | (0.16) | | | | | |
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For the three and nine months ended April 30, 2014 and 2013, options to purchase approximately 0.5 million shares and 1.0 million shares, respectively, of common stock were not included in the calculation of diluted net loss per share because their inclusion would have been anti-dilutive. These options could be dilutive in the future. The calculation of diluted net loss per share also excludes 2.2 million and 2.0 million restricted stock units, respectively, for the periods ended April 30, 2014 and 2013 in accordance with the contingently issuable shares guidance of Topic 260, Earnings Per Share, to the FASB ASC. |
Cash and Cash Equivalents and Marketable Securities | ' |
Cash and Cash Equivalents and Marketable Securities |
The Company considers all highly liquid investments that are readily convertible to cash and that have original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of operating cash. Marketable securities consist primarily of debt securities that are classified as available-for-sale and held-to-maturity, in accordance with Topic 320, Investments—Debt and Equity Securities, to the FASB ASC. The Company also holds certain investments in commercial paper or certificates of deposit that it considers to be held-to-maturity, based on their maturity dates. Securities available-for-sale includes corporate, asset-backed, mortgage-backed, and governmental obligations with various contractual maturity dates, some of which are greater than one year. The Company considers the securities to be liquid and convertible to cash within 30 days. The Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve months if necessary and as such has classified these securities as short-term. Governmental obligations include U.S. Government, State, Municipal and Federal Agency securities. The Company has an overnight sweep investment arrangement with its bank for certain accounts to allow the Company to enter into diversified overnight investments via a money market mutual fund which generally provides a higher investment yield than a regular operating account. |
Gross unrealized gains and losses on investments held by the Company for the three and nine months ended April 30, 2014 and 2013 were not significant. Unrealized gains and losses on investments held by the Company are reflected as a separate component of comprehensive income (loss) and are included in Stockholders’ Equity. Realized gains, losses and interest on investments held by the Company are included in interest income in the Consolidated Statements of Operations and Comprehensive Income (Loss). The Company analyzes its investments for impairment on a quarterly basis or upon occurrence of indicators of possible impairment. There were no other temporary impairment losses in the three and nine months ended April 30, 2014 or 2013. |
Property and Equipment | ' |
Property and Equipment |
Property and equipment acquired is recorded at cost. The Company provides for depreciation and amortization on the straight-line method. Charges are made to operating expenses in amounts that are sufficient to amortize the cost of the assets over their estimated useful lives. Equipment spares used for service and internally manufactured systems used for testing components and engineering projects are recorded at cost and depreciated over three to seven years. Repair and maintenance costs that do not extend the lives of property and equipment are expensed as incurred. The Company’s property and equipment as of April 30, 2014 and July 31, 2013 are summarized as follows: |
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| | April 30, | | | July 31, | | | Estimated | | | | | | | | | | |
2014 | 2013 | Useful Lives | | | | | | | | | | |
| | (in thousands) | | | (in years) | | | | | | | | | | |
Equipment spares | | $ | 49,901 | | | $ | 58,461 | | | 5 or 7 | | | | | | | | | | |
Machinery, equipment and internally manufactured systems | | | 46,139 | | | | 34,587 | | | 7-Mar | | | | | | | | | | |
Land | | | 6,147 | | | | 2,524 | | | indefinite | | | | | | | | | | |
Building | | | 6,264 | | | | — | | | Oct-40 | | | | | | | | | | |
Office furniture and equipment | | | 3,394 | | | | 2,014 | | | 8-Mar | | | | | | | | | | |
Purchased software | | | 486 | | | | 488 | | | 3 | | | | | | | | | | |
Leasehold improvements | | | 6,969 | | | | 6,983 | | | Lesser of lease term or useful life, not to exceed 10 years | | | | | | | | | | |
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Property and equipment, gross | | | 119,300 | | | | 105,057 | | | | | | | | | | | | | |
Less: accumulated depreciation and amortization | | | (84,359) | | | | (88,410) | | | | | | | | | | | | | |
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Property and equipment, net | | $ | 34,941 | | | $ | 16,647 | | | | | | | | | | | | | |
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